3.10 Provisions, contingent liabilities and contingent assets
The Company recognizes a provision when there is a present obligation as a result of a past event, 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 recognized 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 risks and uncertainties surrounding the obligation.
In cases where the available information indicates that the loss on the contingency is reasonably possible but the amount of loss cannot be 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
A contingent liability is disclosed for:
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the
obligation or a reliable estimate of the amount of the obligation cannot be made
The Company does not recognize a contingent liability but discloses its existence and other required disclosures in notes to the financial
statements, unless the possibility of any outflow in settlement is remote.
Contingent assets are neither recognized nor disclosed in the financial statements
3.11 Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to owners of parent company (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding at the reporting date.
Partly paid shares are treated as a fraction of an share to the extent that they are entitled to participate in dividends relative to a fully paid share during the reporting year The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the parent company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
3.12 Segment Reporting
The Company is engaged in the businesses of providing Loan facilitation services among others in terms oflnd AS 108 "Operating segments'1 specified under section 133 of the Companies Act, 2013 The entire revenues are billable within India and there is only one geographical segment.
Operating segments are reported in a manner consistent with the internal reporting provided to the Board of directors (“Chief Operating Decision Maker” (CODM)) of the Company The CODM is responsible for allocating resources and assessing the performance of the operating segments of the Company
3.13 Impairment of non- financial assets
The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired due to events or changes in circumstances indicating that their carrying amounts may not be realized If any such indication exists, the Company estimates the recoverable amount of the asset or the cash generating unit (‘CGU’) If such a recoverable amount of the asset or the recoverable amount of the CGU to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount Recoverable amount is determined:
i in the case of an individual asset, at the higher of the fair value less costs of disposal and the value-in-use; and
ii. in the case of a cash generating unit (the smallest identifiable group of assets that generates independent cash flows), at the higher
of the cash generating unit’s fair value less costs of disposal and the value-in-use.
The reduction is treated as an impairment loss and is recognized in the statement of profit and loss If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the revised recoverable amount, subject to maximum of the depreciated historical cost
3.14 Share-based payments
Equity Settled transactions:
Employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using black scholes model.
That cost is recognized, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognized for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit and loss for a period represents the movement in cumulative expense recognized as at the beginning and end of that period and is recognized in employee benefits expense.
No expense is recognized for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied
When the terms of an equity-settled award are modified, the minimum expense recognized is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognized for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share Cash settled transactions:
A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised in employee benefits expense The fair value is expensed over the period until the vesting date with recognition of a corresponding liability
The approach used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transactions.
3.15 Cash and cash equivalents
Cash comprises cash on hand and cash at bank, including fixed deposits with original maturity period of three months or less and short-term highly liquid investments with an original maturity of three months or less, which are subject to insignificant risk of changes in value Cash equivalents are short-term balances, highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value
3.16 Treasury Shares (Shares held by ESOP Trust)
The Company has created an Employee Stock Option Plan Trust (ESOP Trust) for providing share-based payment to its employees and to employees of wholly owned companies The Company uses the trust as a vehicle for distributing shares to employees under the employee remuneration schemes The Company allots shares to the ESOP Trust The Company treats the ESOP trust as its extension and shares held by ESOP Trust are treated as treasury shares. Share options exercised during the reporting period are satisfied with treasury shares The cost associated with share-based payment to employees of wholly owned companies is apportioned to them on actual basis.
The consideration paid for treasury shares including any directly attributable incremental cost is presented as a deduction from total equity, until they are cancelled, sold or reissued When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to/ from retained earnings.
3.17 Exceptional Item
Exceptional item are those items that management considers, by virtue of their size or nature, should be disclosed separately to ensure that the financial information allows an understanding of the underlying performance of the business, so as to facilitate comparison with the prior year Also, tax charges related to exceptional item are also considered exceptional Such items are material by nature or amount and require separate disclosures in accordance with Ind AS
3.18 Presentation of profit before exceptional item (net of tax)
The presentation of profit before exceptional item (net of tax) is not specifically required by Ind AS Ind AS complaint Schedule III allows companies to present Line items, sub-line items and sub-totals shall be presented as an addition or substitution on the face of the Financial Statements when such presentation is relevant to an understanding of the Group’s financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for compliance with the amendments to the Companies Act or under the Indian Accounting Standards Accordingly, the group has elected to present profit before exceptional item (net of tax) as a separate line item on the face of the consolidated statement of profit and loss where exceptional item and tax on exceptional item has been excluded from profit for the year
3.19 Statement of Cash Flows
Statement of Cash Flows is reported using the indirect method, whereby the net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows The Statement of Cash Flows from operating, investing and financing activities of the Company are segregated.
3.20 Events after reporting period
If the Company receives information after the reporting period, but prior to the date of approved for issue, about conditions that existed at the end of the reporting period, it will assess whether the information affects the amounts that it recognizes in its standalone financial statements The Company will adjust the amounts recognized in its financial statements to reflect any adjusting events alter the reporting period ad update the disclosures that relate to those conditions in light of the new information. For non-adjusting events after the reporting period, the Company will not change the amounts recognized in its Standalone financial statements but will disclose the nature of the non- adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if applicable
3.21 Significant management judgments in applying accounting policies and estimation of uncertainty
The preparation of the Company’s financial statements requires management to make judgments, estimates, and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the related disclosures Actual results may differ from these estimates
3.22 Significant management judgments:
Recognition of deferred tax assets/ liabilities — The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the future taxable income against which the deferred tax assets can be utilized.
Evaluation of indicators for impairment of assets — The evaluation of the applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.
3.23 Significant estimates:
• Useful lives of depreciable/amortizable assets
• Employee benefits expense
• Deferred Tax
• Incremental borrowing rate used for accounting of leases - company as a lessee Ý Provisions and other contingent liabilities
• Estimating fair value for share-based payment transactions
CCPS were issued at premium (face value Re, 1, Rs 10 and Rs 100 each) and each such outstanding CCPS is convertible into fixed number of equity shares at the conversion ratio 1:501 for all such series except series C3, series El of investor preference shares. For other series the conversion ratios will be as follows: (i) series C3 conversion ratio will be 1:143.39 (ii) series El conversion ratio will be 1:540 respectively (pursuant to ammended shareholder's agreement)
The above mentioned conversion will take effect upon the earlier of:
(i) the date that is immediately prior to the date of filing of a red herring prospectus, or
(ii) the date, or the occurrence of an event, specified by vote or written consent or agreement of each Investor or
(iii) 20 (twenty) years after the date on which such series of investor preference shares were first issued by the Company
The holders of these shares are entitled to a dividend of 0.01% p.a proportionately for the period for which the shares are being held and it shall be paid in preference to any dividend or distribution payable upon shares of any other class Each holder of CCPS shares is entitled to vote at each meeting of the holders of the equity shares to the extent of such proportion of the total voting rights, as they would have been entitled assuming full conversion of the CCPS shares
The holders of the preference share shall be entitled to receive notice of and vote on all matters that are submitted to the vote of the shareholders of the Company (including the holders of equity shares) Each preference share shall entitle the holder to the number of votes equal to the number of whole equity shares into which such preference share could then be converted
Tn the event of liquidation of the Company, each series of preference shares shall be entitled to receive out of the proceeds or assets of the Company available for distribution, on a pari passu basis with the other preference holders and prior and in preference to any distribution of proceeds of such liquidation event to the holders of equity shares The holders of the aforesaid CCPS are entitled to a broad- based weighted average anti-dilution protection in accordance with Schedule 3 of the shareholders agreement dated December 18,
2024.
(i) Securities premium
Securities premium is used to record the premium on issue of shares The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
(ii) Retained earnings
The cumulative gain or loss arising from the operations which is retained by the Company is recognised and accumulated under the heading of retained earnings Retained earnings include re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
(iii) Debenture redemption reserve
This comprises of funds set aside by the Company of atleast 10% of the total outstanding value of non convertible debentures maturing during the next financial year as per the provision of Companies Act, 2013 and Companies (Share Capital and Debentures) Rules, 2014
(iv) Share based payment reserve
The Company has established equity settled share based payment plans for employees of the Company and its subsidiary. The reserve is used to recognise grant date fair value of the options granted to its employees under the Employee stock option plan.
(v) Share forfeiture reserve
The Share forfeiture reserve account is used by company to manage the financial implications of forfeited shares When a shareholder fails to meet their payment obligations, the Company has the right to forfeit their shares The paid amount pertaining to the forfeited share is transferred to the Share Forfeiture Reserve
(vi) Capital Redemption reserve
As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.
38 Leases
Company as a lessee
The Company has leases for office premises used in its business operations With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Company The Company is prohibited from selling or pledging the underlying leased assets as security For leases over office buildings the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease
42 Financial instruments: Fair value and risk managements A Accounting classification and fair values
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognized and measured at fair value and (b) measured at amortized 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 the three levels
Level I: Hierarchy includes financial instruments measured using quoted prices
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates [fall 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 on observable market data, the instrument is included in Level 3
Notes:
(i) Short-term and other financial assets and liabilities
For financial assets and financial liabilities that have a short-term maturity (less than twelve months) and for other financial assets and other financial liabilities, the carrying amounts, net of impairment, if any, are a reasonable approximation of their fair value Such instruments include cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, trade payables, lease liabilities, investment in government securities, investment in debt securities, other financial assets and other financial liabilities
(ii) Borrowings
The fair value of borrowings has been estimated using a discounted cash flow model, discounting expected future repayments at prevailing market interest rates for debt instruments with comparable terms, credit risk, and maturities As of the reporting date, the fair value of borrowings closely approximates their carrying amount, as the differences between contractual and market interest rates, as well as credit spreads, are not considered material
(iii) Fair value of quoted mutual funds is based on the last available Net assets value (“NAV”) as at the reporting date
(iv) Fair value of investments have been estimated based on the quoted price, where market prices are available Unquoted investments are a reasonable approximation of their fair value
(v) There has been no transfer in between level I, level II and level III
(vi) The Group does not have any financial instruments which were measured at FVTOCI
B Financial risk management - objectives and policies i) Risk Management Framework
The Company’s activities expose it to market risk, liquidity risk and credit risk The Company's board of directors has overall responsibility for the establishment and oversight of the Company risk management framework This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements
Credit risk is the risk that a counterparty fails to discharge its obligation to the Company The Company's exposure to credit risk is influenced mainly by bank balances, trade receivables and other financial assets measured at amortised cost The Company continuously monitors defaults of customers and other counterparties through ageing analysis and incorporates this information into its credit risk controls
a) Credit risk management
The Company assesses and manages credit risk based on internal credit rating system Internal credit rating is performed for each class of financial instruments with different characteristics The Company assigns the following credit ratings to each class of financial assets based on the assumptions, inputs and factors specific to the class of financial assets
Note:
(a) The Company's current investments comprises of mutual funds measured at FVTPL These instruments are considered to carry low credit risk, as they are backed by issuers with strong capacities to meet contractual cash flow obligations in the near term Additionally, the Company's investments in subsidiaries have no significant or material history of credit losses and are therefore also assessed to be of low credit risk
(b) The Compnay is exposed to credit risk in the event of non-payment by financial partners Receivable credit risk is managed subject to the Company's established policy, procedures and control relating to financial partners risk management The Copmany uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables through a lifetime expected credit loss The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted tor forward-looking estimates
The maximum exposure to credit risk at the reporting date is the carrying value The Company does not hold collateral as security
Exposures to trade receivables outstanding at the end of each reporting period are reviewed by the Company to determine expected credit losses However, based on historical trends, past recovery experience, and forward-looking information, the Company has assessed that there is no significant credit risk associated with its trade receivables This assessment is supported by the fact that the majorily of the trade receivables having strong credit profiles, low default rates, and stable payment histories Additionally, the Company's credit risk exposure is mitigated by continuous monitoring of receivables ageing, and prompt follow-up on overdue accounts As a result, no provision for expected credit losses has been recognized as at the reporting date
(c) The Company does not have any significant or material credit risk for cash and cash equivalents and other bank balances as investments are made only with banks of high repute
(d) The Company does not have any significant or material history of credit losses Hence, the credit risk for all the financial assets has been considered to be negligible by the management as at the closing date
Concentration of credit risk
The concentration of risk with respect to trade receivables is reasonably low, as Company’s customers are located in several jurisdictions representing large number of minor receivables operating in independent markets
Market Risk is the risk that the fair vaJue or the future cash flows of a financial instrument will fluctuate because of changes in market factor Such changes in the values of financial instruments may result from changes in the interest rates, credit, liquidity and other market changes The objective of market risk management is to avoid excessive exposure of our earnings and equity to loss and reduce our exposure to the volatility inherent in financial instruments The Company has in place appropriate risk management policies to limit the impact of these risks on its financial performance The Company ensures optimization of cash through fund planning and robust cash management practices There are broadly three types of market risks:
(1) Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates There is no interest rate risk as the Company did not have any floating rate borrowings at the end of the current financial year The interest rate risk as at end of financial year is not material and thus not disclosed
(2) Currency risk : Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates The operations of the Company are carried out mainly in India The Company is currently not having any exposures to foreign exchange transactions Hence, it is not exposed to the currency risk arising from fluctuation of the foreign currency and Indian rupee exchange rates
(3) Price risk: Price risk is the risk that the fair value of future cashflows of an investment will fluctuate because of changes in market prices of the instrument The Company has made investments in quoted mutual funds which are susceptible to market price risk
ii) Capital management
The Company’s capital management objectives are
- to ensure the Company's ability to continue as a going concern
- to provide an adequate return to shareholders
The key objective of the Company’s capital management is to ensure that it maintains a stable capital structure with the focus on total equity, uphold investor; creditor and customer confidence, and ensure future development of its business activities The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements
Management assesses the Company’s capital requirements in order to maintain an efficient overall financing structure while avoiding excessive leverage The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets In order to maintain or adjust the capital structure, the Compnay may adjust the amount of dividends paid to shareholders, return on capital to shareholders and issue new shares
The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt The Companys policy is to keep gearing ratio below 75% The Company includes within net debt, interest bearing borrowings, lease liabilities less cash and cash equivalents, excluding discontinued operations No changes were made in die objectives, policies or processes for managing capital during the year ended March 31, 2026 and March 31,2025
46 Additional regulatory information as required by Schedule III, Companies Act 2013
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property
(ii) The Company do not have any transactions with companies struck off.
(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year
(v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Inteimediary 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
(vi) 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,
(vii) The Company have not any transaction which is not recorded in the books of accounts that lias been surtendered 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).
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender
47 Events after reporting period:
In compliance with the provisions of Rule 18(7)(c) of the Companies (Share Capital and Debentures) Rules, 2014, as amended by the Companies (Share Capital and Debentures) Amendment Rules, 2019, die Company has invested a sum of Rs 132.00 million, being 15% of die debentures maturing during die financial year, in fixed deposits maintained with a scheduled bank These investments are unencumbered and are made widi die objective of ensuring adequate liquidity for the timely redemption of debentures as per regulatory i equipments.
48 Proper books of account as required by law have been kept by the Company and are maintained in electronic mode on servers physically located in India The Company has defined process to take daily back-up of books of account maintained electronically and complied with the piovisions of The Companies (Accounts) Rules, 2014 (as amended) Logs of the daily back-up of such books of accounts has been maintained by the Company in respect of accounting softwares
The Company have used accounting software for maintaining books of accounts which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that:
For the software used for general ledger accounting, audit trail feature is not enabled for direct changes to data when using access rights Further, there are no instances of audit trail feature being tampered with in respect of accounting software where the audit trail has been enabled.
Additionally, the audit trail of die prior year and current year has been preserved by the Company as per the statutory requirements fot record retention to the extent it was enabled and recorder in the respective years
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