19.2 Terms, rights, preferences and restrictions attached to shares:
The Company has only one class of equity shares having par value of ' 2 per share. Each holder of Equity shares is entitled to one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.
19.4 Mr. Sanjay Sharma had exercised his rights to convert 9,49,376 warrants into equivalent equity shares and paid remaining amount of ' 653.11 per warrant. Post that Company allotted him 9,49,376 equity shares of INR 10 each on September 24, 2024.
The Company had also allotted 21,39,125 equity shares of the Company of face value of ' 10 each at a premium of ' 868.63 on September 26, 2024 as per share subscription agreement dated September 18, 2024 entered into by and amongst the Company, IMP2 Assets Pte. Ltd. ("ABC Impact”), British International Investment plc (“BN”), Mr. Sanjay Sharma, Shvet Corporation LLP and Shankh Corporation LLP, and the amended and restated shareholders’ agreement dated September 18, 2024 entered by and amongst inter alia the Company, BII and ABC Impact.
*The impact of share split has not been considered in the above details. Refer Note 32.1
Nature and purpose of reserves Statutory reserves
The reserve is created as per the provision of Section 45(IC) of Reserve Bank of India Act, 1934. This is a restricted reserve and no appropriation can be made from this reserve fund except for the purpose as may be prescribed by Reserve Bank of India.
Securities premium reserves
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.
Employee stock outstanding account
In accordance with resolution approved by the shareholders, the Company has reserved shares options, for issuance to the eligible employees through ESOP scheme. The Company has approved stock option schemes - ESOP Scheme 2016, 2020 and 2024 on August 05, 2016, November 10, 2020 and June 26, 2024 respectively as amended from time to time.
The Administrator (i.e. Nomination and Remuneration Committee ('NRC') of the Company's board of directors) has the power to grant the options in pursuance to the ESOP schemes, each option consists of one equity share. Such option vest at a definite date, save for specific incidents, prescribed in the schemes as framed/ approved by the Company and shareholders . Such options are exercisable for a period following vesting at the discretion of the Board of Directors of the Company , subject to the conditions prescribed in the ESOP schemes as amended from time to time.
Retained earnings - other than remeasurement of post employment benefit obligation
Retained earnings or accumulated surplus represents total of all profits retained since Company’s inception. Retained earnings are credited with current year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves.
Retained earnings - remeasurement of post employment benefit obligation
Remeasurement of the net defined benefit liabilities comprise actuarial gain or loss.
Share Application Money Pending Allotment
The amount received from employees on exercise of stock options is accounted as Share application money pending allotment. Upon allotment, the amount received corresponding to the shares allotted against the options exercised is transferred to Share capital and Securities premium account (if applicable) and taxes (if applicable) recovered from employees are also adjusted accordingly.
32.1 The Board of Directors of the Company in the Board meeting dated October 16, 2024 and Shareholders of the company in the Extra Ordinary General Meeting dated October 17, 2024 have approved the reclassification and sub-division of each of the Equity Share of the Company having a face value of ' 10/-each in the Equity Share Capital of the Company, into 5 Equity Shares having a face value of ' 2/- each.
34 SEGMENT INFORMATION
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments.
The CODM considers the entire business of the Company on a holistic basis to make operating decisions reviews the operating results of the Company as a whole. Further the Company operates in a single reportable segment i.e. granting loans, which has similar risks and returns for the purpose of Ind AS 108 "Operating segments”, and is considered to be the only reportable business segment. Further, the Company is operating in India which is considered as a single geographical segment."
35 EMPLOYEE BENEFITS
35.1 Defined contribution plans
The Company has Defined Contribution Plans for post-employment benefits namely Provident Fund and National Pension Scheme, which are administered by appropriate Authorities.
The Company contributes to a Government administered Provident Fund, Employees’ Deposit Linked Insurance Scheme and Employee Pension Scheme, on behalf of its employees and has no further obligation beyond making its contribution.
The National Pension Scheme applicable to certain employees is a Defined Contribution Plan as the Company contributes to these Schemes which are administered by an Insurance Company and has no further obligation beyond making the payment to the Insurance Company.
The Company contributes to State Plans namely Employees’ State Insurance Fund and has no further obligation beyond making the payment to them.
The Company’s contributions to the above funds are charged to revenue every year.
The company has recognized an expense of ' 28.46 Crores (Previous year ' 23.27 Crores) towards the defined contribution plans.
35.2 Other long-term benefits
The company has a defined benefit leave encashment plan for its employees. Under this plan, they are entitled to encashment of earned leaves subject to certain limits and other conditions specified for the same. The liabilities towards leave encashment have been provided on the basis of actuarial valuation which is unfunded. The Company recognised rupees 6.49 crores (March 31, 2025: rupees 7.14 crores) for compensated absences in the statement of profit and loss.
35.3 Defined benefit plans
The Company's gratuity scheme provide for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days basic salary for each completed year of service or part thereof in excess of six months in terms of provisions of Gratuity Act, 1972. Vesting occurs upon completion of five years of service which is unfunded.
The present value of defined benefit obligation and the related current service cost were measured using the projected unit credit method with actuarial valuations being carried out at each balance sheet date.
The following table summarises the components of net benefit expense recognised in the statement of profit and loss and the amounts recognised in the balance sheet:
The discount rate is based on the prevailing market yields of Government of India securities as at the balance sheet date for the estimated term of obligations. The estimate of future salary increases considered, takes into account the inflation, seniority, promotion, increments and other relevant factors.
Sensitivity analysis
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
35.5 Risk exposure:
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Interest risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).
Liquidity risk: This is the risk that the Company is not able to meet the short-term / long term gratuity pay-outs. This may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary Escalation risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
Demographic risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
Regulatory risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity pay-outs (e.g. Increase in the maximum limit on gratuity of ' 0.2 crores).
(iv) No borrowings were guaranteed by the directors during the years ended March 31, 2026 and March 31, 2025.
(v) All the related party transactions that were entered during the financial year were in the ordinary course of business and on an arm’s length basis. There were no materially significant transactions made by the company with the related parties either individually or taken together with the previous transactions which may have a potential conflict with the interest of the company at large. All the related party transactions are placed before the Audit Committee and subsequently before the Board of Directors for approval and review on quarterly basis.
39 EMPLOYEE SHARE BASED PAYMENTS
The Company at its Annual General Meeting (AGM) held on August 05, 2016 had approved an Employee Stock Option Plan 2016 (‘the Plan’) with initial pool of 19,32,080 options and had authorised the Company to issue stock options under the above plan. At the AGM held on September 30, 2019, additional 8,69,390 shares were added to this plan. The Company has provided loan to Aye Finance Employee Welfare Trust for purchase of total 28,01,470 Equity shares (ESOP Shares) from the existing shareholders.
In Extraordinary General Meeting (EGM) held on November 10, 2020, the ESOP Plan 2016 was discontinued and balance 5,78,755 shares of ESOP pool were transferred to a new Employee Stock Option Plan (ESOP 2020 Plan) . In the EGM dated November 10, 2020, resolution was passed for approval of a new Employee Stock Option Plan 2020 ('the ESOP 2020 Plan') with initial pool size of 31,64,590 options which has been increased to 43,10,250 options from time to time and authorised the Company to issue stock options under the above plan.
In financial year 2024, to further enhance employee engagement and retention, the Company introduced a new Employee Stock Option Plan in 2024 ('the ESOP 2024 Plan'). At the Extraordinary General Meeting held on June 26, 2024, a total of 15,82,295 options were approved for the 2024 scheme. At the EGM held on August 16, 2024, additional 20,00,000 options were added to this plan and at the EGM held on September 28, 2024, another 20,00,000 options were added to this plan.
The vesting period for the options in ESOP 2016 Plan, ESOP 2020 Plan and ESOP 2024 Plan is 4 years (with 10%, 20%, 30% and 40% annual vesting under the ESOP 2016 Plan and 25% annual vesting under the ESOP 2020 Plan and ESOP 2024 Plan) commencing from the date of grant of options or as may be decided by the NRC at the time of grant of the options. The options granted under each Plan are equity-settled. The Company’s equity shares were listed on February 16, 2026. Pursuant to the listing, and in accordance with the terms of the ESOP Plans, vesting of certain options was accelerated, resulting in immediate vesting of 7,13,909 options under ESOP Plan 2020 and 3,26,297 options under ESOP Plan 2024 and accelaration of vesting by one year for 4,89,497 unvested options under ESOP Plan 2020 and 6,52,591 unvested options under ESOP Plan 2024.
The exercise period of vested options is five (5) years from the date of listing for options vested prior to listing and five (5) years from the date of vesting in case of options vesting after the listing date. However options, which have vested after the listing date, in the hands of an employee leaving the organisation can only be exercised uptill the last working day of the employee. The Company, during the year ended March 31, 2026, has granted 14,54,462 stock options, to the eligible employees in accordance with the Company’s Employee Stock Option Scheme(s). Pursuant to exercise of Options by certain employees of the Company under ESOP Plans 2016, 2020 & 2024, the Nomination & Remuneration Committee through resolution by circulation dated November 26, 2025 had approved the transfer of 5,16,081 Equity Shares from Aye Finance Employees Welfare Trust and also allotted 3,937 Fresh Equity Shares having face value of INR 2 each to Employees upon Exercise of Vested Options . For option granted during the Year Fair valuation has been carried at the grant date using the Black-Scholes Model as shares of the Company was not listed on any stock exchange at the time of these grants. Accordingly, the expected median volatility for listed peer group has been considered.
Option granted under the ESOP 2016 Plan are exercisable through the trust route. Option granted under the ESOP 2020 Plan, which were earlier exercisable through both trust and direct routes, post listing are exercisable through the trust route only. Options granted under the ESOP 2024 Plan are exercisable through the direct route.
41 The Company does not have any long term contracts including derivative contracts for which there are any material foreseeable losses as at March 31, 2026 and as at March 31, 2025.
42 There are no amounts which were required to be transferred to the Investor Educational and Protection Fund by the Company as at March 31, 2026 and March 31, 2025.
43 The Company does not have any year end unhedged foreign currency exposures as at March 31, 2026 and March 31, 2025 except ' 0.02 Crores of Trade payable.
44 STANDARDS ISSUED BUT NOT YET EFFECTIVE
There are no standards that have been issued by Ministry of Corporate Affairs that are not yet effective as at March 31, 2026.
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.
48 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). The adequacy of the Company’s capital is monitored using, among other measures, the regulations issued by RBI.
The Company has complied in full with all its externally imposed capital requirements over the reported period. Equity share capital and other equity are considered for the purpose of Company’s capital management.
49 FINANCIAL RISK MANAGEMENT FRAMEWORK
The Company's principal financial liabilities comprise borrowings from banks and debentures. The main purpose of these financial liabilities is to finance the Company's operations and to support its operations. The Company's financial assets include loan and advances, investments and cash and cash equivalents that derive directly from its operations.
In the course of its business, the Company is exposed to certain financial risks namely credit risk, interest risk, price risk, currency risk & liquidity risk. The Company’s primary focus is to achieve better predictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The Company’s board of directors has an overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the risk management committee and asset liability committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the board of directors on its activities.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.
The Company’s risk management committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
Credit risk is the risk that the Company will incur a loss because its customers fail to discharge their contractual obligations. The Company has a comprehensive framework for monitoring credit quality of its loans and advances primarily based on days past due monitoring at year end. Repayment by individual customers and portfolio is tracked regularly and required steps for recovery are taken through follow ups and legal recourse.
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. In order to avoid excessive concentrations of risk, the Company’s policies and procedures include specific guidelines to focus on spreading its lending portfolio across various products / states / customer base with a cap on maximum limit of exposure for an individual / Group.
49.1.5 Estimations and assumptions used in the ECL model
(a) Loss given default (LGD) is common for all three Stages and is based on loss in past portfolio. Actual cashflows on the past portfolio are considered at portfolio basis for arriving loss rate.
(b) Probability of default (PD) is applied on Stage 1, Stage 2 and Stage 3 portfolio . This is calculated as an average of periodic movement of default rates.
49.1.6 Measurement of ECL
ECL is measured as follows:
(a) Financial assets that are not credit impaired at the reporting date: for Stage 1 & 2, gross exposure is multiplied by PD and LGD percentage to arrive at the ECL.
(b) Financial assets that are credit impaired at the reporting date: the difference between the gross exposure at reporting date and computed carrying amount considering EAD net of LGD ;
49.1.7 Significant increase in credit risk
The Company considers its exposure in credit risk to have increased significantly, when the borrower
crosses 30 DPD.
The Company reviews the credit quality of its loans based on the ageing of the loan at the year end and hence the Company has calculated its ECL allowances on a collective basis.
49.1.2 Inputs considered in calculation of ECL
In assessing the impairment of financial loans under Expected Credit Loss (ECL) Model, the assets have been segmented into three stages. The three stages reflect the general pattern of credit deterioration of a financial instrument. The differences in accounting between stages, relate to the recognition of expected credit losses and the measurement of interest income.
The Company categorises loan assets into stages primarily based on the Days Past Due status.
Stage 1 : 0 to 30 days past due Stage 2 : 31 to 90 days past due Stage 3 : More than 90 days past due
49.1.3 Definition of default
The Company considers a financial asset to be in “default” and therefore Stage 3 (credit impaired) for ECL calculations when the borrower becomes 90 days past due on its contractual payments.
49.1.4 Exposure at default
Exposure at default” (EAD) represents the gross carrying amount of the assets subject to impairment calculation.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities (other than derivatives) 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.
Liquidity risk management in the Company is managed as per the guidelines of Board-approved Asset-Liability Management (‘ALM’) Policy which is monitored by the Asset Liability Committee. The ALM Policy provides the governance framework for the identification, measurement, monitoring and reporting of liquidity risk arising out of Company’s lending and borrowing activities. The Company maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors the Company’s liquidity positions (also comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. The Company also takes into account liquidity of the market in which the entity operates.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity price risk. Financial instruments affected by market risk include foreign currency receivables.
49.3.1 Foreign currency risk
Currency risk is the risk that the value of a financial instrument will fluctuate due to changes in foreign exchange rates. Foreign currency risk for the Company arises majorly on account of foreign currency borrowings. When a derivative is entered into for the purpose of being as hedge, the Company negotiates the terms of those derivatives to match with the terms of the hedge exposure. The Company’s policy is to fully hedge its foreign currency borrowings at the time of drawdown and remain so till repayment.
The Company holds derivative financial instruments such as cross currency interest rate swap to mitigate risk of changes in exchange rate in foreign currency and floating interest rate. The counterparty for these contracts is generally a bank. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in market place.
51 FINANCIAL INSTRUMENTS AND FAIR VALUE DISCLOSURES
Valuation principles
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 / indirectly observable or estimated using a valuation technique. In order to show how fair values have been derived, financial instruments are classified based on a hierarchy of valuation techniques.
Fair Value hierarchy of Asset and Liabilities not measured at fair value
The management assessed that carrying value of financial asset and financial liabilities are a reasonable approximation of their fair value and hence their carrying values are deemed to be fair values.
Valuation methodologies of financial instruments not measured at fair value Loans
Most of the loans are repriced frequently, with interest rate of loans reflecting current market pricing. Hence carrying value of loans is deemed to be equivalent of fair value.
Borrowings
Debt securities and borrowings are fixed rate borrowings and fair value of these fixed rate borrowings is determined by discounting expected future contractual cash flows using current market interest rates charged for similar new loans and carrying value approximates the fair value for fixed rate borrowing at financial statement level. The Company’s borrowings which are at floating rate approximates the fair value.
Short term and other financial assets and liabilities
The management assessed that cash and cash equivalents, investments, other financial assets, trade payables and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
53.5.3 Disclosures on risk exposure in derivatives Qualitative disclosures
The Company undertakes the derivatives transaction to prudently hedge the risk in context of a particular borrowing or to diversify sources of borrowing and to maintain fixed and floating borrowing mix. The Company does not indulge into any derivative trading transactions. The Company reviews, the proposed transaction and outline any considerations associated with the transaction, including identification of the benefits and potential risks (worst case scenarios); an independent analysis of potential savings from the proposed transaction. The Company evaluates all the risks inherent in the transaction viz., counter party risk, Market Risk, Operational Risk, basis risk etc.
Credit risk is controlled by restricting the counterparties that the Company deals with, to those who either have banking relationship with the Company or are internationally renowned or can provide sufficient information. Market/Price risk arising from the fluctuations of interest rates and foreign exchange rates or from other factors shall be closely monitored and controlled. Normally transaction entered for hedging, will run over the life of the underlying instrument, irrespective of profit or loss. Liquidity risk is controlled by restricting counterparties to those who have adequate facility, sufficient information, and sizable trading capacity and capability to enter into transactions in any markets around the world.
The respective functions of trading, confirmation and settlement should be performed by different personnel. The front office and back-office role is well defined and segregated. All the derivatives transactions are quarterly monitored and reviewed. All the derivative transactions have to be reported to the board of directors on every quarterly board meetings including their financial positions.
Note : The above 53.7.1 & 53.7.2, information is provided as per MIS/reports generated available for internal reporting purpose which include certain estimates and assumptions. The same has been relied upon by the auditors.
Note 2: There is an investment in subsidiary at cost (unquoted) i.e. 2,50,000 equity shares of ' 10 in Foundation for Advancement of Micro Enterprises (FAME) total ' 0.25 crores. Please refer note 6 -"Investments".
53.8 Details of financing of parent company products
The Company doesn’t have parent Company, hence this clause is not applicable.
53.9 Details of Single Borrower Limit (SBL) / Group Borrower Limit (GBL) exceeded by the NBFC
The Company has not exceeded the Single Borrower Limit (SGL) / Group Borrower Limit (GBL) during the March 31, 2026 and March 31, 2025.
53.10 Unsecured advances
The Company has given ' 2637.24 crores (previous year: ' 2,202.90.crores) of unsecured loans.
53.11.2 Disclosure of penalties imposed by RBI and other regulators -
No penalties were imposed by the regulator during the year ended March 31, 2026 and March 31, 2025 except fine paid by the Company to BSE Limited during the year ended March 31, 2026 due to delay submission of Financial Results for the quarter and nine months ended December 31, 2025 of ' 0.01 Crores.
53.11.3 Related party transactions
Refer note 36 of Financial Statements for related party transaction disclosure.
The company have not entered into any transactions related to borrowings, deposits, placement of deposits, advance, purchase/sale of fixed/other assets and Investments during the year with directors, KMP and their relatives except (i) advance given to subsidiary (FAME) of ' 3.47 crores , maximum outstanding during the year of ' 3.47 crores and outstanding as on March 31, 2026 of Nil. (ii) Loan given to KMP (Mr. Sovan Satyaprakash ) of ' 0.19 crores , maximum outstanding during the year of ' 0.19 crores and outstanding as on March 31, 2026 of ' 0.18 crores (iii) (ii) Loan given to KMP (Mr. Krishan Gopal) of Nil , maximum outstanding during the year of ' 0.33 crores and outstanding as on March 31, 2026 of Nil.
53.20 The Company owns 100% of Foundation for Advancement of Micro Enterprises (FAME), incorporated under Section 8 of the Companies Act, 2013, to carry on social responsibility activities. The financial statements of FAME are not considered for consolidation since the definition of control is not met as the Company's objective is not to obtain economic benefits from the activities of FAME.
53.22 Postponement of revenue recognition
There is no significant uncertainty which requires postponement of revenue recognition as at March 31, 2026 and March 31, 2025.
53.23 Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
Payment against the supplies from the undertakings covered under the Micro, Small & Medium Enterprises Development Act, 2006 are generally made in accordance with the agreed credit terms.
On the basis of information and record available with the management, there are no outstanding balances of such suppliers and interest due on such accounts as on March 31, 2026.
The Company has neither paid any interest nor such amount is payable to buyer covered under the MSMED Act, 2006.
53.24 Details of non-performing financial assets purchased/sold
The Company has sold non performing financial asset during FY 2025-26 and 2024-25 . Refer Note no. 53.26.1 (c ).
53.25 Value of imports calculated on CIF basis
The Company has not imported any goods therefore value of import on CIF basis is Nil. (As on March 31, 2025 - Nil).
53.26 Disclosures as required under Reserve Bank of India (Non-Banking Financial Companies - Financial Statements: Presentation and Disclosures) Directions, 2025 RBI/DOR/2025-26/359 DOR.ACC.REC.No.278/21.04.018/2025-26 dated 28 November, 2025.
53.27 Transfer of financial assets
53.27.1 Transferred financial assets that are not derecognised in their entirety
The following tables provide a summary of financial assets that have been transferred in such a way that part or all of the transferred financial assets do not qualify for derecognition, together with the associated liabilities.
The Company has transferred certain pools of fixed rate loan receivables backed by underlying assets by entering into securitisation transactions with the Special Purpose Vehicle Trusts (SPV Trust) sponsored by financial institution for consideration received in cash at the inception of the transaction.
The Company, being Originator of these loan receivables, also acts as Servicer with a responsibility of collection of receivables from its borrowers and depositing the same in Collection and Pay-out Account maintained by the SPV Trust for making scheduled pay-outs to the investors in Pass Through Certificates (PTCs) issued by the SPV Trust. These securitisation transactions also requires the Company to provide for first loss credit enhancement in various forms, such as corporate guarantee, cash collateral etc. as credit support in the event of shortfall in collections from underlying loan contracts. By virtue of existence of credit enhancement, the Company is exposed to credit risk, being the expected losses that will be incurred on the transferred loan receivables to the extent of the credit enhancement provided. In view of the above, the Company has retained substantially all the risks and rewards of ownership of the financial asset and thereby does not meet the derecognition criteria as set out in Ind-AS 109. Consideration received in this transaction is presented as ‘Borrowing under Securitisation’ under Note 14.
Since the company transferred the above financial asset in a transfer that qualified for derecognition in its entirely, therefore the whole of the interest spread (over the expected life of the asset) is recognized on the day of derecognition itself as interest strip receivable and correspondingly recognised as gain on derecognition of financial asset.
53.30 Pursuant to Regulation 54 of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 we would like to state that all listed secured non-convertible debentures of the Company are secured by way of first exclusive charge on hypothecated book debts of the Company up to the extent minimum of 100% of the amount outstanding.
53.31 There are no significant subsequent events that have occurred after the reporting period till the date of approval of these financial statements.
53.32 Intra Group Exposure
The company does not have any Intragroup Exposures for the Year ended March 31, 2026 & March 31, 2025.
53.33 Unhedged Foreign currency Exposure
The company has Nil Unhedged Foreign currency Exposure as at March 31, 2026 & March 31, 2025 except ' 0.02 Crores as on March 31,2026 of Trade payable. Refer Note 49 for policies to manage induce foreign currency risk
53.34 Loans to directors, senior officers and relatives of directors
The Company has not provided any loans to directors, senior officers and relatives of directors during the year ended March 31, 2026 and March 31, 2025 except loans to senior officers (KMP) of ' 0.19 crores during the year ended March 31, 2026 & loans to senior officers (KMP) of ' 0.36 crores during the year ended March 31, 2025.
53.35 Details of penalties imposed by RBI and other regulators
No penalties were imposed by the regulator during the year ended March 31, 2026 and March 31, 2025 except fine paid by the Company to BSE Limited during the year ended March 31, 2026 due to delay submission of Financial Results for the quarter and nine months ended December 31, 2025 of ' 0.01 Crores.
53.37 Divergence in Asset Classification and Provisioning
An NBFC shall disclose details of divergence if either or both of the following conditions are satisfied:-
(a) the additional provisioning requirements assessed by RBI (or National Housing Bank(NHB) in the case of Housing Finance Companies) exceeds 5 percent of the reported profits before tax and impairment loss on financial instruments for the reference period, or
(b) the additional Gross NPAs identified by RBI/NBH exceeds 5 percent of the reported Gross NPAs for the reference period.
No inspection conducted by the RBI during the financial year ended March 31, 2026 and March
31, 2025.
53.42 The Company has no policy for granting loan against the collateral of gold/Silver Jewellery. As on 31st March, 2026 and 31st March, 2025, the Company did not have any loan against collateral of gold/ Silver Jewellery.
53.43 Non-Fund Based (NFB) Credit Facilities:-
As on 31st March, 2026 and 31st March, 2025, the Company did not have any Non-Fund Based (NFB) Credit Facilities.
53.38 Disclosure on Modified Opinion
The auditor have expressed an unmodified opinion for year ended March 31, 2026 & March 31, 2025.
53.44 Off-balance sheet exposures and structured products
The company have off-balance sheet exposures of ' 63.18 Crores as on March 31,2026 and ' 41.13 Crores as on March 31,2025 and no structured products issued by it.
54 OTHER NOTES
Balance Sheet disclosures as required under Reserve Bank of India (Non-Banking Financial Companies -Financial Statements: Presentation and Disclosures) Directions, 2025 RBI/DOR/2025-26/359 DOR.ACC. REC.No.278/21.04.018/2025-26 dated 28 November, 2025.
Qualitative Disclosure on LCR -
As per Reserve Bank of India guidelines, all deposit-taking NBFCs irrespective of their asset size and non-deposit-taking NBFCs with an asset size of '5,000.00 crore and above are required to maintain a liquidity coverage ratio (LCR) to ensure availability of adequate high-quality liquid assets (HQLA) to survive any acute liquidity stress scenario i.e. cash outflow increased to 115% and cash inflow decreased to 75%, lasting for 30 days. As per RBI guidelines, LCR has been calculated using the simple average of daily observations (over a period of 90 days).
Cash outflows under secured funding include contractual payments of the term loan, NCDs, and other debt obligations including interest payments. To compute inflow from fully performing exposures, the company considers collection from performing advances including interest due in the next 30 days. Other cash inflows include cash from non-collable fixed deposits, Certificates of deposits, and mutual fund investments maturing in the next 30 days on as-is basis. The LCR as of March 31, 2026, is 205.16%, which is above the regulatory requirement of 100%.
55.1 Details of the Code on Social Security, 2020 (‘CODE’) relating to employee benefits
Effective November 21, 2025, the Government of India notified the four Labour Codes -the Code on Wages, 2019, the Industrial Relations Code, 2020. the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 collectively referred to as the 'New Labour Codes' -consolidating 29 existing labour laws. The Ministry of Labour & Employment has published draft Central Rules and FAQs on December 30. 2025, to facilitate assessment of the financial impact arising from these regulatory changes. Under IND AS 19, changes to employee benefit plans arising from the New Labour Codes constitute plan amendments and they are required to be treated as past service costs and recognised as an expense in the statement of profit and loss. Accordingly, the New Labour Codes has resulted in an estimated increase in provision for employee benefits of ' 2.92 Crores and the same has been recognized under the head 'Employee Benefit Expenses’ during the year ended March 31, 2026. The Company continues to monitor the finalisation of Central/ State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting treatment on the basis of such developments as needed.
55.2 Initial Public Offer Proceeds
During the year ended March 31, 2026, the Company had completed its Initial Public Offering (IPO) of 78,294,571 equity shares of face value ' 2 each at an issue price of ' 129 per share. The IPO comprised a fresh issue of 55,038,759 equity shares and an offer for sale of 23,255,812 equity shares by the selling shareholders. The Company’s equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited on February 16, 2026.
The Company received net proceeds of ' 672.24 Crores (after deducting estimated offer expenses of ' 37.76 Crores, including pre-IPO expenses) from the fresh issue. Funds raised through the offer for sale were remitted to the selling shareholders (net of expenses borne by them).The utilisation of the net proceeds is summarised as below:
Out of the net proceeds which were unutilized as at March 31, 2026, ' 170.00 crores are temporarily invested in fixed deposits and ' 53.72 crores is held in the Company's monitoring accounts.
55.3 Exercise of ESOP Options by certain employees of the Company
Pursuant to exercise of ESOP Options by certain employees of the Company under ESOP Plans 2016, 2O2O & 2024, the Nomination & Remuneration Committee through resolution by circulation dated November 26, 2025 had approved the transfer of 5,15,081 Equiiy Shares from Aye Finance Employees Welfare Trust and also allotted 3,937 Fresh Equity Shares having face value of INR 2 each to Employees upon Exercise of Vested Options.
55.4 Share Application Money Pending Allotment
As at March 31, 2026, an amount of ' 0.09 Crores was outstanding, representing amounts received from employees towards face value, securities premium and perquisite tax, pending allotment of shares. Subsequent to March 31, 2026, equity shares were issued against the said share application money.
56 OTHER STATUTORY INFORMATION
(a) The Company do not have any investment property.
(b) The Company do not have any benami property, where any proceeding has been initiated or pending against the group for holding any benami property.
(c) Since, the Company does not have any immovable property, clause related to title deeds of property not held in the company’s own name is not applicable.
(d) The Company does not have any pending creation of charge or satisfaction of charge which are yet to be filed or registered with Registrar of Companies except for 26 such cases in which charges are outstanding to be satisfied as the borrowings has been repaid against them. Out of these, 22 cases are outstanding due to non-receipt of NOC from banks/other lenders and 4 are in process.
(e) The Company is a is a Middle Layer Non-Banking Financial Company (NBFC-ML), registered with the Reserve Bank of India ("the RBI").
(f) The quarterly statement of current assets submitted to banks/ financial institutions which are provided as security against the borrowings are in agreement with the books of account.
(g) There has been no significant events after the reporting date require disclosure in these financial statements.
(h) The Company has not entered any transactions with companies that were struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
(i) The Company has not traded or invested in crypto currency or virtual Currency during the financial year.
(j) The Company has not advanced or loaned 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
The Company has 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
(k) The Company do not have any such 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.
(l) During the year, no scheme of arrangements in relation to the Company has been approved by the competent authority in terms of Sections 230 to 237 of the Companies Act, 2013. Accordingly, aforesaid disclosure are not applicable to the Company.
(m) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or Jointly with any other person that are:
(a) Repayable on demand; or
(b) without specifying any terms or period of repayment.
(n) The Company is not declared wilful defaulter by any bank or financial institution or other lenders.
(o) During the financials year 2025-26 and financials year 2024-25, The Company has not invested with number of layers of Companies as prescribed under clause (87) of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
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