2.17 Provisions & Contingencies Provisions:
The Company recognises a provision when there is a present obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risk and uncertainties surrounding the obligation.
The cases where the available information indicates that the loss on the contingency is the reasonably estimated, a disclosure is made in the financial statements. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimates. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.
Contingencies:
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the past events but probably will not require an outflow of resources to settle the obligation.
When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources is remote, no provision or disclosure is made.
Contingent assets are neither recognised nor disclosed in the financial statements.
2.18 Shares based payments for Services Rendered
The Company accounts for share-based payments in accordance with Ind AS 102 - Share-based payments. When equity shares are issued to non-employees in exchange for services, the transaction is treated as a share-based payment. The fair value of the services received is recognized as an expense in the Statement of Profit and Loss, with a corresponding increase in equity.
2.19 Segment Reporting
The Company is primarily engaged in the business of providing financial technology solutions to enable use of instant EMI / instalment solutions to consumers, and in providing the technology platform to enable the above. Accordingly, the Company is engaged in only one business segment and primarily in one geographical segment. Therefore, these financial statements pertain to one business segment.
2.20 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. For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
In computing the dilutive earnings per share, only potential equity shares that are dilutive and that either reduce the earnings per share or increases loss per share are included.
2.21 Statement of cash flow
Cash flows are reported under the 'Indirect method' as set out in Ind AS 7 on 'Statement of Cash Flows, whereby net profit after tax is adjusted for the effects of transactions of non-cash nature, tax and any deferrals or accruals of past or future cash receipts or payments. The cash flows are prepared for the operating, investing and financing activities of the Company.
3.1 Judgements
The preparation of the financial statements in conformity with Ind AS requires management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.
3.2 Estimates and Assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are 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.
Following are the areas that involved a higher degree of estimates and judgement or complexity in determining the carrying amount of some assets and liabilities.
(i) Fair value of financial instruments
The fair value of financial instruments is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous in absence of principal market) market at the measurement date under current market conditions (i.e. an exit price) regardless of whether that price is directly observable or estimated using another valuation technique. When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be derived from active markets, they are determined using a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken from observable markets where possible, but where this
is not feasible, estimation is required in establishing fair values.
(ii) Impairment of financial asset
The company has created the expected credit loss provision against trade receivables. Given the subjectivity and uncertainty of determining the probability and amount of losses, the Company takes into account a number of factors including historical data, business forecast etc. Significant judgment is required to conclude on these estimates.
(iii) Contingent liabilities and provisions other than impairment on loan portfolio
Provisions and liabilities are recognised in the period when it becomes probable that there will be a future outflow of funds resulting from past operations or events and the amount of cash outflow can be reliably estimated. The timing of recognition and quantification of the liability requires the application of judgement to existing facts and circumstances, which can be subject to change. The carrying amounts of provisions and liabilities are reviewed at each Balance sheet date and revised to take account of changing facts and circumstances.
(iv) Leases
Ind AS 116 "Leases" requires lessee to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease, if the use of such option is reasonably certain. The Company makes assessment on the expected lease term on lease by lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of lease and the importance of the underlying to the Company's operations taking into account the location of the underlying asset and the availability of the suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances.
(v) 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 annually.
(vi) Fair value of share-based payment
The Company accounts for share-based payment transactions in accordance with Ind AS 102 - Share-based payment.
Equity-settled share-based payments to employees and others providing services are measured at the fair value of the equity instruments granted at the grant date. The fair value determined at the grant date is recognised as an expense over the vesting period, based on the Company's estimate of the number of equity instruments that will eventually vest, with a corresponding increase in equity.
The fair value of options granted is determined using an appropriate option pricing model (e.g., Black-Scholes or Binomial model), considering
the terms and conditions upon which the options were granted. The model takes into account inputs such as:
• Share price at the grant date
• Exercise price of the option
• Expected volatility
• Expected life of the option
• Expected dividends
• Risk-free interest rate
Estimates of vesting conditions (other than market conditions) are revised at each reporting date. The impact of the revision of original estimates, if any, is recognised in the Statement of Profit and Loss with a corresponding adjustment to equity.
(vii) Recognition of deferred tax assets
The Company has recognized deferred tax assets and concluded that the deferred tax assets will be recoverable using the estimated future taxable income based on the experience and future projections. The Company is expected to generate adequate taxable income for liquidating these assets in due course of time.
14.2 Terms/rights attached to shares 14.2.1 Equity shares
The Company has issued only one class of equity shares having a par value of ?1 per share(pursuant to the split of shares of the Company approved in the Board of Directors meeting held on July 8, 2025). Each holder of equity shares is entitled to one vote per share. Any dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing annual general meeting. The Company has not declared/proposed any dividend in the current year and previous year.
During the financial year ended 31 March 2026, the Company converted certain Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
Series A CCPS aggregating to 7,86,684 CCPS were converted into equity shares during the year.
Series B CCPS aggregating to 4,88,263 CCPS were converted into equity shares during the year.
Series C CCPS aggregating to 16,29,078 CCPS were converted into equity shares during the year.
Series D1 CCPS aggregating to 7,03,903 CCPS were converted into equity shares during the year.
Series E CCPS aggregating to 16,70,167 CCPS were converted into equity shares during the year.
Series E1 CCPS aggregating to 1,19,416 CCPS were converted into equity shares during the year.
Series Z1 CCPS aggregating to 31,797 CCPS were converted into equity shares during the year.
Series Z2 CCPS aggregating to 25,068 CCPS were converted into equity shares during the year.
Series Z3 CCPS aggregating to 22,301 CCPS were converted into equity shares during the year.
Series Z4 CCPS aggregating to 53,778 CCPS were converted into equity shares during the year.
Consequent to the above conversions, the corresponding CCPS balances stand extinguished/reduced and the paid- up equity share capital of the Company increased by issuance of equity shares as per the applicable conversion ratio prescribed in the respective agreements.
During the previous year the Company has converted 2 Series A OCRPS having face value of ?100 each into 2,91,456 Equity Shares having face value of ?10 each in the ratio 1: 1,45,728 and 2 Series B OCRPS having face value of ?100 each into 2,91,256 Equity Shares having face value of ?10 each in the ratio 1: 1,45,728.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the remaining assets of the Company in proportion to the number of equity shares held by the shareholders, after distribution of all preferential amounts.
As per records of the Company, including its register of shareholder/members and other declaration received from shareholders regarding beneficial interest, the above share holding represents both legal and beneficial ownerships of shares.
14.2.2 Preference shares
a) Terms/rights attached to Series A CCPS
The Company has issued 0.10% Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share aggregating to ?78,66,840 which are convertible into equity shares at any time before expiry of 19 years from the date of issuance with conversion ratio of 1:9.29025084745763 (to account for such sub- division)[Previous year: 1:0.929025084745763].
The preference shareholders have a right to receive dividend prior to equity shareholders. The dividend proposed by the Board of Directors on the preference shares is subject to the approval of the shareholders at the ensuing Annual General Meeting, except in the case of interim dividend.
In the event of liquidation, the Preference Shareholders are eligible to receive the remaining assets of the Company before distribution to the equity shareholders, in proportion to their shareholding.
In the event of liquidation, the holders of Series A CCPS shall have preference over the other Shareholders of the Company other than holders of Series E CCPS, Secondary Shares, Series D1 CCPS and Series C CCPS and Series B CCPS for return of capital invested towards the subscription of Series A CCPS.
During the financial year ended 31 March 2026, the Company converted 7,86,684 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
b) Terms/rights attached to Series B CCPS
The Company has issued 0.10% Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share aggregating to ?48,82,630 which are convertible into equity shares at any time before expiry of 19 years from the date of issuance with conversion ratio of 1:10(to account for such sub-division)[Previous year: 1:1].
The preference shareholders have a right to receive dividend prior to equity shareholders. The dividend proposed by the Board of Directors on the preference shares is subject to the approval of the shareholders at the ensuing Annual General Meeting, except in the case of interim dividend.
In the event of liquidation, the Preference Shareholders are eligible to receive the remaining assets of the Company before distribution to the equity shareholders, in proportion to their shareholding.
In the event of liquidation, The holders of Series B CCPS shall have preference over the other Shareholders of the Company other than holders of Series E CCPS, Secondary Shares, Series D1 CCPS and Series C CCPS (but including holders of Series A CCPS) for return of capital invested towards the subscription of Series B CCPS.
During the financial year ended 31 March 2026, the Company converted 4,88,263 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
c) Terms/rights attached to Series C CCPS
The Company has issued 0.0001% Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share aggregating to ?1,62,90,780 which are convertible into equity shares at any time before expiry of 19 years from the date of issuance with conversion ratio of l:l0(to account for such sub-division)[Previous year: 1:1].
The preference shareholders have a right to receive dividend prior to equity shareholders. The dividend proposed by the Board of Directors on the preference shares is subject to the approval of the shareholders at the ensuing Annual General Meeting, except in the case of interim dividend.
In the event of liquidation, the Preference Shareholders are eligible to receive the remaining assets of the Company before distribution to the equity shareholders, in proportion to their shareholding.
In the event of liquidation, The holders of Series C CCPS shall have preference over all the other Shareholders of the Company other than holders of Series E CCPS, Secondary Shares and Series D1 CCPS (but including holders of Series A CCPS and Series B CCPS) for return of capital invested towards the subscription of Series C CCPS.
During the financial year ended 31 March 2026, the Company converted 16,29,078 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
d) Terms/rights attached to Series D1 CCPS
The Company has issued 0.0001% Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share aggregating to ?70,39,030 which are convertible into equity shares at any time before expiry of 19 years from the date of issuance with conversion ratio of 1:10(to account for such sub-division)[Previous year: 1:1].
The preference shareholders have a right to receive dividend prior to equity shareholders. The dividend proposed by the Board of Directors on the preference shares is subject to the approval of the shareholders at the ensuing Annual General Meeting, except in the case of interim dividend.
In the event of liquidation, the Preference Shareholders are eligible to receive the remaining assets of the Company before distribution to the equity shareholders, in proportion to their shareholding.
In the event of liquidation, The holders of Series D1 CCPS shall have preference over all the other Shareholders of the Company other than holders of Series E CCPS and Secondary Shares (but including holders of Series A CCPS, Series B CCPS and Series C CCPS) for return of capital invested towards the subscription of Series D1 CCPS.
During the financial year ended 31 March 2026, the Company converted 7,03,903 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
e) Terms/rights attached to Series E CCPS
The Company has issued 0.0001% Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share aggregating to ?16,701,670 which are convertible into equity shares at any time before expiry of 19 years from the date of issuance with conversion ratio of 1:10(to account for such sub-division)[Previous year: 1:1].
The preference shareholders have a right to receive dividend prior to equity shareholders. The dividend proposed by the Board of Directors on the preference shares is subject to the approval of the shareholders at the ensuing Annual General Meeting, except in the case of interim dividend.
In the event of liquidation, the Preference Shareholders are eligible to receive the remaining assets of the Company before distribution to the equity shareholders, in proportion to their shareholding.
In the event of liquidation, The holders of Series E CCPS and Secondary Shares ("Series E Transaction CCPS") shall have preference over all the other Shareholders of the Company (including holders of Series A CCPS, Series B CCPS, Series C CCPS and Series D1 CCPS) for return of capital invested towards: (a) the subscription of Series E CCPS and (b) acquisition of Secondary Shares.
During the financial year ended 31 March 2026, the Company converted 16,70,167 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
f) Terms/rights attached to Series A OCRPS
The Company has issued 0.01% Optionally Convertible Redeemable Preference shares ("OCRPS") of face value ?100 per share aggregating to ?200 which are convertible into equity shares subject to primary conditions mentioned in SHA. The tenure of the Series shall be 20 years.
During the year 2024-25, the Company has converted 2 Series A OCRPS having face value of ?100 each into
2.91.456 Equity Shares having face value of ?10 each in the ratio 1: 1,45,728.
g) Terms/rights attached to Series B OCRPS
The Company has issued 0.01% Optionally Convertible Redeemable Preference shares ("OCRPS") of face value ?100 per share aggregating to ?200 which are convertible into equity shares subject to primary conditions mentioned in SHA. The tenure of the Series shall be 20 years.
During the year 2024-25, the Company has converted 2 Series B OCRPS having face value of ?100 each into
2.91.456 Equity Shares having face value of ?10 each in the ratio 1: 1,45,728.
h) Terms/rights attached to Series E1 CCPS
The Company has issued 0.01% Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?100 per share, as fully paid in current year (Previous year: ?1 partly paid) aggregating to ?1,19,416 which are convertible into equity shares after expiry of 19 years from the date of issuance having conversion ratio of 1:89.78696322 (to account for such sub-division) [Previous year: 1:10].
The holder of each Series E1 CCPS shall be entitled to preferential dividend at the rate of 0.01% per annum on the face value of the Series E1 CCPS issued. The dividends are non-cumulative in nature and will be payable as and when declared by the Board of Directors of the Company and/or the shareholders of the Company.
During the financial year ended 31 March 2026, the Company converted 1,19,416 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
i) Terms/rights attached to Series Z1 CCPS
The Company has issued 0.0001% Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share, as fully paid in current year (Previous year: ?1 partly paid) aggregating to ?31,797 which are convertible into equity shares after expiry of 19 years from the date of issuance with conversion ratio of 1:10(to account for such sub-division)[Previous year: 1:1].
Series Z1 CCPS shall be entitled to a cumulative dividend as given to holder of the Preference Shares in the Series E Equity round in preference of Equity Shares. Dividend shall be paid as and when it is paid and declared on Equity Shares.
In the event of liquidation, The holders of Series Z1 CCPS shall have liquidation preference as available to the investors of Series E Equity Round in the company on a pari passu basis.
During the financial year ended 31 March 2026, the Company converted 31,797 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
j) Terms/rights attached to Series Z2 CCPS
The Company has issued Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share, as fully paid in current year (Previous year: ?1 partly paid) aggregating to ?25.068 which are convertible into equity shares which are convertible into equity shares after expiry of 19 years from the date of issuance with conversion ratio of 1:10(to account for such sub-division)[Previous year: 1:1].
Series Z2 CCPS shall be entitled to a cumulative dividend as given to holder of the Preference shares in the Series F Equity round in preference of Equity Shares. Dividend shall be paid as and when it is paid and declared on Equity Shares.
In the event of liquidation, The holders of Series Z2 CCPS shall have liquidation preference as available to the investors of Series F Equity Round in the company on a pari passu basis.
During the financial year ended 31 March 2026, the Company converted 25,068 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
k) Terms/rights attached to Series Z3 CCPS
The Company has issued 0.001% Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share, as fully paid in current (Previous year: ?1 partly paid) aggregating to ?22.301 which are convertible into equity shares after expiry of 8 years from the date of issuance which are convertible into equity shares after expiry of 19 years from the date of issuance with conversion ratio of l:l0(to account for such sub- division)[Previous year: 1:1].
The Series Z3 CCPS are cumulative, participating, compulsorily and fully convertible preference shares having a face value of ?10 each. Minimum preferential cumulative dividend rate is 0.001% of the face value per annum pari passu with the preferential dividend payable to any other holder of preference shares. In addition to and after payment of the Investor Preferential Dividend, holders of Series Z3 CCPS would be entitled to participate pari passu in any cash or non-cash dividends paid to the holders of shares of all other classes (including Equity Shares) or series on a pro rata, as-if converted basis to the fullest extent permissible under applicable Law.
In the event of a Liquidity Event, Series Z3 CCPS shall have liquidation preference as available to the holders of Preference Shares in the Subsequent Round.
During the financial year ended 31 March 2026, the Company converted 22,301 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
l) Terms/rights attached to Series Z4 CCPS
The Company has issued Compulsorily Convertible Cumulative Preference shares ("CCCPS") of face value ?10 per share fully paid up aggregating to ?5,37,780 which are convertible into equity shares after expiry of 19 years from the date of issuance with conversion ratio of 1:10(to account for such sub-division)[Previous year: 1:1].
The Series Z4 CCPS shall carry a predetermined cumulative dividend rate of 0.0001% per annum. Series Z4 CCPS shall be entitled to the same Liquidation Preference as Series E CCPS during a Liquidation Event.
During the financial year ended 31 March 2026, the Company converted 53,778 Compulsorily Convertible Preference Shares ("CCPS") into Equity Shares in accordance with the respective terms of issue approved by the Board of Directors and shareholders.
Nature and purpose of the reserves
1. Securities premium
Securities premium reserve is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
2. Share based payment reserve
The share-based payment reserve is used to recognise the value of equity-settled share-based payments provided to employees. Refer to Note 38 for further details of these plans.
3. Capital redemption reserve
The Company has recognised capital redemption reserve on conversion of cumulative compulsory convertible preference shares (CCPS) into Equity Shares.
4. Retained earnings
Retained earnings represent the amount of accumulated earnings of the Company.
Terms/rights attached to Series Z1 OCRPS
The Company has issued 0.001% Optionally Convertible Redeemable Preference shares ("OCRPS") of face value ?10 per share, as fully paid in current year (Previous year: ?1 partly paid) aggregating to ?45,021 which are convertible into equity shares upon happening of the following two events with conversion ratio of 1:1.
i. at the election of the Series holder; or
ii. upon the occurrence of a Liquidity Event.(expiry after 8 years)
The Series Z1 OCRPS have been converted into equity shares at a conversion ratio of 1:10 pursuant to the option exercised by the Series Z1 OCRPS holder and pursuant to the split of shares of the Company approved in the Board of Directors meeting held on July 8, 2025.
The ultimate parent entity and its subsidiary are incorporated in India. Based on the assessment performed, the consolidated revenue of the Group does not exceed the threshold of EUR 750 million prescribed under the OECD Pillar Two Global Anti-Base Erosion (GloBE) Rules. Accordingly, the Group is not within the scope of such rules and no material Pillar Two tax exposure has been identified as at the reporting date.
Note 27 - Earnings per share
Basic EPS is calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.
Diluted EPS is calculated by dividing the 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 conversion of all the dilutive potential equity shares into equity shares of the Company.
Note 29 - Employee benefit obligations
a) Defined Contribution Plan
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and other funds which are defined contribution plans. The Company has no obligations other than this to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue. The Company makes Provident Fund, Employee State Insurance Scheme and Maharashtra Labour Welfare Fund contributions which are defined contribution 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 Company recognized ?9.72 million (31 March 2025: ?12.28 million) for Provident Fund contributions, Employee State Insurance Scheme and Maharashtra Labour Welfare Fund. The contributions payable to these plans by the Company are at rates specified in the rules of the Schemes.
b) Defined benefit plans
The Company has a unfunded defined benefit gratuity plan in India. The company's defined benefit gratuity plan is a final salary plan for India employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972 and new Labour codes. The level of benefits provided depends on the member's length of service and salary at retirement age.
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:
Note 31 - 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.
Notes:
1) Directors Sitting fees and Commission includes ?1.00 million Sitting fees paid to Independent directors related to the public issue of equity shares. This amount has been included under Note 13: Deferred Expenses in Other Non-Current Assets.
2) During the year ended 31 March 2026, the company has given corporate guarantee for loans sanctioned to subsidiary company of ?24,389.11 million (Previous year: ?13,134.84 million).
3) Transactions shown above are excluding GST, if any.
4) Managerial Remuneration excludes provision for gratuity and compensated absences, since it is provided on actuarial basis for the company as a whole and includes director sitting fees and commission.
5) Transactions with related parties are carried out in the normal course of business and at standard market rates on an arm's length basis.
6) During the financial year, there were no transactions entered into by the Company with any entity in which the Key Management Personnel (KMP) or their relatives exercised significant influence.
7) The Company has not engaged in any transactions with the relatives of its KMP during the financial year.
8) The Company has not engaged in any transactions pertaining to loans, advances or investments with companies in which the director's have a vested interest. Hence, the disclosure pursuant to Schedule V of Clause A.2 of Regulation 34 (3) and Regulation 53(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the company.
Valuation Principle
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions (i.e., an exit price), regardless of whether that price is directly observable or estimated using a valuation technique.
Fair value Hierarchy
This section explains the judgments and estimates made in determining the fair value of the financial instrument that are (a) recognized and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the accounting standard. The Company uses the following hierarchy for determining and disclosing the fair value of the financial instruments by valuation techniques:
Level 1: Level 1 hierarchy includes financial instruments measured using unadjusted quoted prices in active markets that the Company has the ability to access for the identical assets or liabilities. A financial instrument is classified as a Level 1 measurement if it is listed on an exchange.
Level 2: The fair value of financial instruments that are not traded in active markets is determined using valuation techniques which maximize the use of observable market data either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets, for substantially the full term of the financial instrument but do not qualify as Level 1 inputs. If all significant inputs required to fair value an instrument are observable the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based in observable market data, the instruments is included in level 3. That is, Level 3 inputs incorporate market participants' assumptions about risk and the risk premium required by market participants in order to bear that risk. The Company develops Level 3 inputs based on the best information available in the circumstances.
Financial instruments valued at carrying value
The respective carrying values of certain on-balance sheet financial instruments approximated their fair value. These financial instruments include cash in hand, balances with Banks, financial institutions, accrued interest receivable, accrued interest payable, and certain other assets and liabilities that are considered financial instruments. Carrying values were assumed to approximate fair values for these financial instruments as they are short-term in nature and their recorded amounts approximate fair values or are receivable or payable on demand.
Note 37 - Financial risk management
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The major risk to which the company is exposed are described below:
A. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instruments fail to meet its contractual obligations. The Company is exposed mainly to credit risk arises from cash and cash equivalents, deposit with banks and outstanding trade receivables.
(a) Trade Receivables
The Company extends credit to customers in normal course of business. The Company considers factor such as credit report of customer, industry practice, payment record etc. The Company evaluates the concentration of risk with respect to trade receivables and unbilled revenue as low. The exposure of trade receivables and the expected credit loss measured on the same using simplified approach is as following.
(b) Cash and cash equivalent and Bank deposits
The Company considers factors such as track record, size of institution, market reputation, credit institution with high credit ratings and service standards to select the banks with which balances and deposits are maintained. The balance and fixed deposits are generally maintained with the banks with whom the Company has availed the credit facilities. Further the Company does not maintain significant cash in hand other than those required for its day to day operations. Considering the same, the Company is not exposed to expected credit loss of cash and cash equivalent and bank deposits.
B. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Maturity Pattern
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted.
C. Price risk
The company is not exposed to price risk.
D. Interest rate risk
The company is not exposed to interest rate risk.
Note 38 - Employee stock option scheme
a) Employee stock option scheme (equity settled)
The Company has established the following Employee Stock Option Plans, as approved by the shareholders at various Extra-Ordinary General Meetings (EGMs):
i) ESOP 2019: Approved at the EGM held on June 06, 2019, comprising a pool of 2,56,985 options.
ii) ESOP 2021: Approved at the EGM held on July 23, 2021, comprising a pool of 1,50,000 options.
iii) ESOP 2022: Approved at the EGM held on June 23, 2022, with an initial pool of 9,47,206 options, which was subsequently increased by 1,00,000 options pursuant to shareholder approval at the EGM held on January 27, 2025, aggregating to 10,47,206 options.
Each of the above Plans authorises the Company to grant stock options to eligible employees in one or more tranches, on such terms and conditions as determined under the respective schemes.
During the current year, the company has granted 4,45,813 (Previous year : 2,78,860) equity shares as ESOP to eligible employees as per ESOP Plan. Employee compensation cost has been accounted at fair value of the options as at grant date. 1,23,670 options has been exercised during the current year.
c) Fair value of options granted
The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
The options granted for no consideration and will vest upon the completion of service condition as specified in scheme in graded manner. Vested options are exercisable for the period of five years after the vesting.
Note 40 - Segment reporting
The Company operates in a single business segment. There are no other separate reportable segments. Hence, no disclosures related to segments is required to be given under the Indian Accounting Standard 108 (Ind AS 108) "Segment Reporting".
The company has identified customers that individually contributes 10% or more of its total revenue from external customers. During the year ended 31st March 2026, revenue from three such customers amounted to ?1,936.42 million, ?1,711.53 million and ?1,570.49 million respectively. These revenues were reported under sourcing & servicing fees and other fees & charges.
Note 41 - Foreign exchange earnings/outflow
i) The foreign exchange earnings is Nil for the year ended 31 March 2026 (Previous year : ?Nil)
ii) The foreign exchange outflow is ?93.69 million for the year ended 31 March 2026 (Previous year : ?76.67 million)
Note 42 - Others
i) The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.
ii) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
iii) The Company has not been declared as a wilful defaulter by any lender who has powers to declare a company as a wilful defaulter at any time during the financial year or after the end of reporting year but before the date when the financial statements are approved.
iv) The Company do not have any cases where quarterly returns or statements of current assets filed by the Company with banks or financial institutions are not in agreement with the books of accounts.
v) The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory year.
vi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
vii) During the year no scheme of arrangement have been approved by competent authority.
viii) The Company does not have transaction which is 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).
ix) The Company have not advanced or loan or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) 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
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
x) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall :
(a) 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
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
xi) The Company has one subsidiary and complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
xii) The Company did not have any borrowings from banks/financial institutions and accordingly disclosure prescribed in amended Schedule III are not applicable.
xiii) The Company does not have any immovable property.
xiv) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the year.
Note 43 - Comparative figures
Previous year figures have been regrouped and reclassified, wherever considered necessary, to conform to the current year presentation, to the extent applicable.
Note 44 - Events after the reporting date
Subsequent to the year ended 31 March 2026, the Company completed its initial public offering ("IPO") of 54,147,390 equity shares of face value of ?1 each at an issue price of ?171 per share, comprising fresh issue of 49,707,602 equity shares and offer for sale of 44,39,788 equity shares. Pursuant to the IPO, the equity shares were listed on National Stock Exchange of lndia Limited and BSE Limited on May 08, 2026. Pursuant to the said allotment, the paid-up equity share capital of the Company has increased from ?118.78 million to ?168.48 million comprising 16,84,83,022 fully paid-up equity shares of ?1 each on May 8, 2026.
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