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Company Information

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INDOSTAR CAPITAL FINANCE LTD.

29 September 2026 | 03:51

Industry >> Non-Banking Financial Company (NBFC)

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ISIN No INE896L01010 BSE Code / NSE Code 541336 / INDOSTAR Book Value (Rs.) 234.69 Face Value 10.00
Bookclosure 30/09/2024 52Week High 292 EPS 8.69 P/E 24.07
Market Cap. 3379.55 Cr. 52Week Low 179 P/BV / Div Yield (%) 0.89 / 0.00 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2026-03 

m) Provisions

A provision is recognised when the Company
has a present obligation as a result of past
event; it is probable that outflow of resources
will be required to settle the obligation, in
respect of which a reliable estimate can be
made. Provisions are not discounted to its
present value and are determined based
on best estimate required to settle the
obligation at the balance sheet date. These
are reviewed at each balance sheet date
and adjusted to reflect the current best
estimates.

n) Taxes(i) Current tax

Current tax assets and liabilities for the
current and prior years are measured at
the amount expected to be recovered
from, or paid to, the taxation authorities.
The tax rates and tax laws used to
compute the amount are those that
are enacted, or substantively enacted,
by the reporting date in the countries
where the Company operates and
generates taxable income.

Current income tax relating to items
recognised outside profit or loss
is recognised outside profit or loss
(either in other comprehensive income
or in equity). Current tax items are
recognised in correlation to the
underlying transaction either in OCI
or directly in equity. Management
periodically evaluates positions taken in
the tax returns with respect to situations
in which applicable tax regulations are
subject to interpretation and establishes
provisions where appropriate.

(ii) Deferred tax

Deferred tax is provided on temporary
differences at the reporting date
between the tax bases of assets and
liabilities and their carrying amounts for
financial reporting purposes.

Deferred tax assets are recognised for
all deductible temporary differences,
the carry forward of unused tax credits
and any unused tax losses. Deferred
tax assets are recognised to the extent
that it is probable that taxable profit
will be available against which the
deductible temporary differences, and
the carry forward of unused tax credits
and unused tax losses can be utilised,
except:

The carrying amount of deferred tax
assets is reviewed at each reporting
date and reduced to the extent that
it is no longer probable that sufficient
taxable profit will be available to allow
all or part of the deferred tax asset to
be utilised. Unrecognised deferred tax
assets are re-assessed at each reporting
date and are recognised to the extent
that it has become probable that future
taxable profits will allow the deferred
tax asset to be recovered.

Deferred tax assets and liabilities are
measured at the tax rates that are
expected to apply in the year when the
asset is realised or the liability is settled,
based on tax rates (and tax laws) that
have been enacted or substantively
enacted at the reporting date.

Deferred tax relating to items
recognised outside profit or loss
is recognised outside profit or loss
(either in other comprehensive income
or in equity). Deferred tax items
are recognised in correlation to the
underlying transaction either in OCI or
directly in equity.

Deferred tax assets and deferred
tax liabilities are offset if a legally
enforceable right exists to set off
current tax assets against current tax
liabilities and the deferred taxes relate
to the same taxable entity and the same
taxation authority.

(iii) Indirect tax

Expenses and assets are recognised
net of the Goods and Services Tax
paid, except when the tax incurred on
a purchase of assets or services is not
recoverable from the taxation authority,
in which case the tax paid is recognised
as part of the cost of acquisition of
the asset or as part of the respective
expense item, as applicable.

o) Earnings 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 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, except where the results are anti¬
dilutive. Potential equity shares are deemed
to be dilutive only if their conversion to
equity shares would decrease the net profit
per equity shares from continuing ordinary
operations. Dilutive potential equity shares
are deemed converted as of the beginning
of the period, unless they have been issued
at a later date. In computing the dilutive
earnings per share, only potential equity
shares that are dilutive and that either
reduces the earnings per share or increases
loss per share are included.

p) Contingent Liabilities

A contingent liability is a possible obligation
that arises from past events whose existence
will be confirmed by the occurrence or
non-occurrence of one or more uncertain
future events beyond the control of the
Company or a present obligation that is not
recognised because it is not probable that
an outflow of resources will be required to
settle the obligation. A contingent liability
also arises in extremely rare cases where
there is a liability that cannot be recognised
because it cannot be measured reliably. The
Company does not recognise a contingent
liability but discloses its existence in the
financial statements.

q) Segment reporting

Operating segments are those components
of the business whose operating results are
regularly reviewed by the chief operating
decision making body in the Company to
make decisions for performance assessment
and resource allocation.

The reporting of segment information is the
same as provided to the management for
the purpose of the performance assessment
and resource allocation to the segments.

r) Cash and cash equivalents

Cash and cash equivalent in the balance
sheet and for the purpose of statement

of cash flows comprise cash at bank and
cheques in hand and short-term deposits
with an original maturity of three months
or less, which are subject to an insignificant
risk of changes in value. They are held for
the purposes of meeting short-term cash
commitments (rather than for investment or
other purposes).

s) Non-current assets held for sale:

Non-current assets and disposable
groups are classified as held for sale if
their carrying amount is intended to be
recovered principally through a sale (rather
than through continuing use) when the
asset (or disposal Company) is available
for immediate sale in its present condition
subject only to terms that are usual and
customary for sale of such asset (or disposal
Company) and the sale is highly probable
and is expected to qualify for recognition
as a completed sale within one year from
the date of classification except in some
circumstances this period can be extended
if it is beyond the control of management
and there are sufficient evidence that the
entity remains committed to its plan to sell
the asset.

Non-current assets and disposal groups
classified as held for sale are measured at
lower of their carrying amount and fair value
less costs to sell.

t) Derivative financial instruments:

The Company enters into derivative financial
instruments to manage exposures to interest
rate risk and foreign currency risk. The
Company does not hold derivative financial
instruments for speculative purpose. Such
derivative financial instruments are initially
recognised at fair value on the date which
a derivative contract is entered into and
are subsequently re-measured at fair value
at each balance sheet date. Any gains or
losses arising from changes in the fair value
of derivatives are taken directly to the
statement of profit and loss, except for the
effective portion of cash flow hedges, which
is recognised in OCI and later reclassified
to the statement of profit and loss (if any)
when the hedge item cash flows affects the
statement of profit and loss.

Cash flow hedge

A cash flow hedge is a hedge of the
exposure to variability in cash flows that is
attributable to a particular risk associated
with a recognised asset or liability and could
affect Profit and loss. For designated and
qualifying cash flow hedges, the effective
portion of the cumulative gain or loss on the
hedging instrument is initially recognised
directly in OCI within equity (cash flow
hedge reserve). The ineffective portion
(if any) of the gain or loss on the hedging
instrument is recognised immediately as
finance cost in the Statement of Profit and
Loss.

When the hedged cash flow affects the
Statement of Profit and Loss, the effective
portion of the gain or loss on the hedging
instrument is recorded in the corresponding
income or expense line of the Statement of
Profit and Loss. When a hedging instrument
expires, is sold, terminated, exercised, or
when a hedge no longer meets the criteria
for hedge accounting, any cumulative gain
or loss recognised in OCI is subsequently
transferred to the Statement of Profit
and Loss on ultimate recognition of the
underlying hedged forecast transaction.
When a forecast transaction is no longer
expected to occur, the cumulative gain or
loss that was reported in OCI is immediately
transferred to the Statement of Profit and
Loss.

Fair value hedge

Fair value hedges hedge the exposure to
changes in the fair value of a recognised
asset or liability, or an identified portion of
such an asset, liability, that is attributable to
a particular risk and could affect profit or
loss.

For designated and qualifying fair value
hedges, the cumulative change in the fair
value of a hedging derivative is recognised
in the statement of profit and loss in Finance
Costs. Meanwhile, the cumulative change in
the fair value of the hedged item attributable
to the risk hedged is recorded as part of the
carrying value of the hedged item in the

balance sheet and is also recognised in the
statement of profit and loss in Finance Cost.

The Company classifies a fair value hedge
relationship when the hedged item (or group
of items) is a distinctively identifiable asset
or liability hedged by one or a few hedging
instruments. The financial instruments
hedged for interest rate risk in a fair value
hedge relationship are fixed rate debt issued
and other borrowed funds. If the hedging
instrument expires or is sold, terminated
or exercised, or where the hedge no longer
meets the criteria for hedge accounting,
the hedge relationship is discontinued
prospectively. If the relationship does not
meet hedge effectiveness criteria, the
Company discontinues hedge accounting
from the date on which the qualifying
criteria are no longer met. For hedged items
recorded at amortised cost, the accumulated
fair value hedge adjustment to the carrying
amount of the hedged item on termination
of the hedge accounting relationship is
amortised over the remaining term of the
original hedge using the recalculated EIR
method by recalculating the EIR at the date
when the amortisation begins. If the hedged
item is derecognised, the unamortised fair
value adjustment is recognised immediately
in the statement of profit and loss.

2.4 Significant accounting judgements, estimates
and assumptions

The preparation of financial statements in
conformity with Ind AS requires that the
management of the Company makes estimates
and assumptions that affect the reported
amounts of income and expenses of the period,
the reported balances of assets and liabilities and
the disclosures relating to contingent liabilities
as of the date of the financial statements. The
estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to
accounting estimates include useful lives of
property, plant and equipment & intangible
assets, allowance for expected credit losses,
fair value measurement, business projections
for impairment assessment of goodwill etc.
Difference, if any, between the actual results and
estimates is recognised in the period in which
the results are known.

2.5 Securities premium account

a) Securities premium includes:

- The difference between the face value of
the equity shares and the consideration
received in respect of shares issued;

- The fair value of the stock options
which are treated as expense, if any, in
respect of shares allotted pursuant to
Stock Options Scheme.

b) The issue expenses of securities which
qualify as equity instruments are written
off against securities premium account/
retained earning in accordance with Ind AS.

2.6 Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA”) notifies
new standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time.

IND AS 1, Presentation of Financial Statements
applicable w.e.f April 01, 2025 : The amendment
relates to classification of liabilities as current
or noncurrent and non-current liabilities with
covenants. In the context of classifying a
liability as current, it removes the requirement
of existence of a right to defer settlement for
at least 12 months after the reporting date and
instead requires that the said right should exist
on the reporting date and have substance.
The amendment also introduces guidance on
classification of liabilities with covenants. The
Company has no impact of these amendments
in its classification criteria of current and non¬
current liabilities.

I ND AS 1, Presentation of Financial Statements
applicable w.e.f April 01, 2026 : In case of breach
of covenant, a liability will be classified as
current even if the lender agreed, not to demand
payment as a consequence of the breach after
the reporting period but before approval of
financial statements.

I nd AS 21 - The Effects of Changes in Foreign
Exchange Rates, applicable w.e.f. April 01, 2025.
The Company has reviewed the amendment
and based on its evaluation has determined that
it does not have any significant impact in its
financial statements.

I nd AS 7, Statement of Cash Flows and Ind
AS 107, Financial Instruments: Disclosures,
applicable w.e.f. April 01, 2025 - the amendment
in Ind AS 7 requires to inform users of financial
statements of the existence of supplier
finance arrangements and explain the nature
of the arrangements, the carrying amount of
liabilitiesand the range of payment due dates.
Ind AS 107 has been amended to add supplier
finance arrangementsas a factor that may cause
concentration of liquidity risk. The Company
has reviewed the amendment andbased on its
evaluation has determined that it does not have
any impact in its financial statements.

I nd AS 12, International Tax Reform - Pillar
Two Model Rules applicable immediately - The
amendments provide a temporary mandatory
relief from deferred tax accounting for top-
up tax and disclose that they have applied
the relief. This relief is immediate and applies
retrospectively (refer note 30).

The Board of Directors of the Company in its meeting held on September 19, 2024 had considered and approved,
inter-alia, subject to shareholders, regulatory and other approvals, sale of the Company’s shareholding in Niwas
Housing Finance Limited ("NHFL”) (Formerly Niwas Housing Finance Private Limited), a debt-listed material
subsidiary of the Company, to WITKOPEEND B.V. (the "Purchaser”) for an aggregate consideration of ' 1,70,595
lakhs in accordance with the terms of the share purchase agreement dated September 19, 2024 (SPA) among
the Company, NHFL and the Purchaser. Subsequently, the Shareholders’ approval was obtained on October 26,
2024. The Reserve Bank of India (RBI) accorded its approval on March 21, 2025.

During the year, National Housing Bank ("NHB”) as a Lender to NHFL has given No Objection for the change in
shareholding dated May 30, 2025 and the Company has received other requisite approvals. Further the Company
and NHFL has issued Condition Precedent ("CP”) Fulfilment Notice dated June 24, 2025 and the Purchaser has
issued CP Fulfilment Notice dated June 26, 2025. The Company, the Purchaser and NHFL has complied with
Condition Precedent to sale in terms of the SPA. Accordingly, the transaction becomes obligatory on all the
parties on June 26, 2025. Consequently, the Company recorded a gain of ' 1,17,595 lakhs, as "Exceptional Items”,
in the Standalone financial statement on divestment of NHFL after adjusting Cost of Investment and expenses
incurred on the sale transaction.

Nature of Security:

1. Security is created in favour of the Debenture Trustee, as follows:

(i) First pari-passu charge (along with banks, financial institutions and other lenders which provide
credit facilities to the Issuer) by way of hypothecation of standard asset portfolio of receivables
(Net of NPA) of the Issuer and / or cash and cash equivalent and / or such other asset, as may be
identified by the Company of ' 742,366 lakhs (March 2025: ' 668,139 lakhs); and

(ii) First pari-passu charge on immovable property situated at village Maharajpura of Kadi taluka,
Mehsana district, Gujarat.

2. Debentures may be bought back subject to applicable statutory and/or regulatory requirements, upon
the terms and conditions as may be decided by the Company.

(e) Terms/rights attached to equity shares

The Company has only one class of equity shares having a par value of ' 10 per share. Each holder of equity
shares is entitled to proportionate vote on basis of his contribution to fully paid up share capital.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining
assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to
the proportionate amount of contribution made by the equity shareholder to the total equity share capital.

(f) Objective of 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 maintains its capital structure in line with economic conditions and the risk characteristics
of its activities. The Company has adopted a dividend distribution policy and the Board reviews the capital
position on a regular basis.

22.2 Nature and purpose of reserves
Capital Reserve

Capital reserve comprises of the amount received on shares forfeited by the Company on non-payment of
call money.

Statutory reserves u/s 45-IC of The RBI Act, 1934

Statutory reserves fund is required to be created by a Non-Banking Financial Company as per Section 45-
IC of the Reserve Bank of India Act, 1934. The Company is not allowed to use the reserve fund except with
authorisation of Reserve Bank of India.

Securities premium

Securities premium is used to record the premium on issue of shares. It can be utilised in accordance with
the provision of the Companies Act, 2013.

Share options outstanding account

The shares options outstanding account is used to recognise the grant date fair value of equity settled
options issued to employees under stock option schemes of the Company.

Retained earnings

Retained earnings represents surplus of accumulated earnings of the Company and which are available for
distribution to shareholders.

General reserve

General reserve represents transfer of fair value of options granted to employees from ESOP Reserve to
General Reserve on lapse/forfeiture of vested options by employees.

Debt instruments through other comprehensive income

It includes gain/(loss) on fair valuation of investment in treasuy bills

Share application money pending allotment

It represents money received on exercise of vested options by the employees pending allotment of shares.
Money received against share warrant

The Board of Directors at its meeting held on February 27, 2024 approved issuance of 2,48,18,888 warrants
of the Company to BCP V Multiple Holdings PTE Limited (the "Holding Company”) and Florintree Tecserv
LLP, each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value
of ' 10 by way of a preferential issue on a private placement basis at a issue price of ' 184 per equity
share, in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the Companies Act, 2013 ("Act”),
as amended and other applicable laws, and subject to the approval of regulatory/ statutory authorities and
the shareholders of the Company (the “Preferential Issue”).

The Preferential Issue has subsequently been approved by the Shareholders at the Extra-Ordinary General
Meeting of the Members held on March 22, 2024.

During the year, the Board of Directors of the Company vide its Circular Resolution passed on May 26, 2024,
approved the allotment of 1,08,69,565 warrants of the Company on a preferential basis by way of a private
placement, to Florintree Tecserv LLP. The Company received consideration of ' 5,000 lakhs on the date of
allotment.

The Board of Directors at its meeting held on October 18, 2024 approved change in subscription amount
to be received from BCP V Multiple Holdings PTE Limited (the “Holding Company”) at the time of the
subscription of the warrants from 25% to 80%.

The Company received requisite approvals for issue of warrants to the Holding Company. Accordingly, the
Board of Directors of the Company vide its Circular Resolution passed on November 26, 2024, approved the
allotment of 1,39,49,323 warrants of the Company on a preferential basis by way of a private placement, to
the Holding Company. The Company received consideration of ' 20,533.40 lakhs on the date of allotment.

During the year, the Company allotted 1,08,69,565 Equity shares of ' 10 each to Florintree Tecserv LLP, non¬
promoter entity and 1,39,49,323 Equity shares of ' 10 each to BCP V Multiple Holdings Pte Ltd, promoter of
the Company, at a issue price of ' 184 per share, pursuant to the conversion of warrants in the ratio of 1:1.
The Company received ' 15,000 lakhs from Florintree Tecserv LLP and ' 5,133.35 lakhs from BCP V Multiple
Holdings Pte Ltd, respectively being balance consideration on conversion of warrants.

NOTE 31 EARNINGS PER SHARE (EPS)

Basic EPS calculated by dividing the net profit for the year attributable to equity holders by the weighted
average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders (after adjusting profit
impact of dilutive potential equity shares, if any) by the aggregate of weighted average number of equity
shares outstanding during the year and the weighted average number of equity shares that would be issued on
conversion of all the dilutive potential equity shares into equity shares.

NOTE 32 FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENTA. Accounting classification and fair values

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, regardless of whether that price is directly observable or estimated using a valuation technique.

The management has assessed that the carrying amounts of cash and cash equivalents, loans carried at
amortised cost, other financial assets, trade payables, borrowings, bank/book overdrafts and other financial
liabilities are a reasonable approximation to their fair value.

B. Risk Management Framework:

The Company’s risk management framework is based on

(a) Clear understanding and identification of various risks

(b) Disciplined risk assessment by evaluating the probability and impact of each risk

(c) Measurement and monitoring of risks by establishing key risk indicators with thresholds for all critical
risks and

(d) Adequate review mechanism to monitor and control risks.

The Company’s risk management division works as a value centre by constantly engaging with the business
providing reports based on key analysis and insights. The key risks faced by the Company are credit risk,
liquidity risk, interest rate risk, operational risk, reputational and regulatory risk, which are broadly classified
as credit risk, market risk and operational risk. The Company has a an established risk reporting and
monitoring framework. The Company identifies and monitors risks periodically. This Process enables the
Company to reassess all the critical risks in a changing environment that need to be focused on.

C. Risk governance structure:

The Company’s risk governance structure operates with a well-defined Board and Risk Management
Committee ('RMC’) with a clearly laid down charter and roles and responsibilities. The Board oversees
the risk management process and monitors the risk profile of the Company directly as well as through
a Board constituted Risk Management Committee. The Committee reviews the risk management policy,
implementation of risk management framework, monitoring of critical risks, review and approval of

exposures with conflict of interest and review of various other initiatives. The risk management policies are
established to identify and analyse the risks faced by the Company, to set appropriate limits and controls
and to monitor risks and adherence to limits. The RMC reviews the risk management policies regularly to
reflect the changes in market conditions and Company’s activities.

The Audit Committee oversees how management monitors compliance with risk management policies and
procedures and reviews the adequacy of risk management framework in relation to the risk faced by the
Company.

The risk management committee has established a comprehensive risk management framework across
the business and provides appropriate reports on risk exposures and analysis in its pursuit of creating
awareness across the Company about risk management.

D. Fair value hierarchy

Ind AS 107, 'Financial Instrument - Disclosure’ requires classification of the valuation method of financial
instruments measured at fair value in the Balance Sheet, using a three level fair-value-hierarchy (which
reflects the significance of inputs used in the measurements). The hierarchy gives the highest priority to
un-adjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
lowest priority to un-observable inputs (Level 3 measurements). The three levels of the fair-value-hierarchy
under Ind AS 107 are described below:

Level 1: Level 1 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 place limited reliance on entity
specific estimates. 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 on observable market data, the instrument is
included in level.

E. Credit risk

Credit risk arises from the possibility of a borrower failing to meet contractual repayment obligations.
Effective management of this risk is supported by a robust framework of policies and processes. The
Company has established comprehensive and well-defined credit policies across all businesses, products,
and segments. These policies cover the end-to-end credit approval process and include clear guidelines to
mitigate associated risks. The appraisal framework involves thorough risk assessment of borrowers, including
physical verifications and field visits, ensuring informed credit decisions.Post disbursement, the Company
follows a structured monitoring mechanism to track portfolio-level trends and identify early warning signals.
This enables timely policy refinements and corrective actions, thereby preventing deterioration in credit
quality.

Grouping financial assets measured on a collective basis

The Company classifies its exposures into smaller, homogeneous portfolios based on shared credit risk
characteristics. The segmentation is structured as follows:

- Customer category: Corporate and Retail

- Product category: Commercial Vehicles, Construction Equipment, Farm Equipment, Passenger Vehicles
(Cars), Corporate Lending, SME, and Micro LAP

Significant increase in credit risk

A significant increase in credit risk (SICR) is presumed when contractual payments on a financial asset are
overdue by more than 30 days. For retail loans, accounts where revised terms do not result in substantial
modification-such as extensions in repayment tenure or adjustments in EMI/interest—are classified as
Stage 2. For corporate loans, the assessment of SICR is undertaken on a case-by-case basis, considering
the specific risk profile of each exposure. Additionally, exposures reviewed by the Credit Committee and
identified as breaching pre-defined critical risk thresholds are also classified under Stage 2. Accordingly,
classification into Stage 2 is based on a combination of quantitative triggers (e.g., days past due) and
qualitative indicators of credit deterioration.

Write off

The Company writes off financial assets when there is evidence of severe financial difficulty of the borrower
and no reasonable expectation of recovery. In line with internal policy, write-offs are generally initiated at
365 days past due (DPD) for vehicle loans and SME exposures, and at 455 days past due for specified Loan
against property (Micro LAP) loan categories, unless warranted earlier based on recovery assessment.
Notwithstanding write-off, such accounts continue to be pursued under the Company’s recovery and
enforcement processes, including legal recourse where appropriate. Any subsequent recoveries are
recognised in the Statement of Profit and Loss.

Restructured financial assets

Loans where repayment terms are renegotiated with substantial modification due to a significant increase in
the borrower’s credit risk are classified as Stage 2. Such exposures remain in Stage 2 until they demonstrate
consistent and timely servicing of renegotiated principal and interest obligations over a minimum observation
period of typically 12 months post-renegotiation, with no other indicators of impairment. Upon satisfactory
performance during the observation period, these accounts are reassessed for credit risk, and based on the
outcome, may be upgraded to Stage 1 or retained in Stage 2.

Overview of the Expected Credit Loss principles

The Company recognises Expected Credit Loss (ECL) on all loans, debt financial assets not measured at
fair value through profit and loss, and undrawn loan commitments (collectively referred to as financial
instruments).

For the purpose of ECL computation, financial instruments are classified into the following stages:

Stage 1: Exposures where there has been no significant increase in credit risk since initial recognition, and
which are not credit-impaired. This includes assets with up to 30 days past due.

Stage 2: Exposures where there has been a significant increase in credit risk since initial recognition, but
which are not credit-impaired. Typically, this includes assets that are more than 30 days but up to 90 days
past due.

Stage 3: Exposures classified as credit-impaired, where one or more events have occurred that adversely
impact expected future cash flows. Assets that are 90 days or more past due are considered as Stage 3.”

The Company has established a policy to assess, at each reporting date, whether a financial instrument
has experienced a significant increase in credit risk since initial recognition, based on changes in the risk of
default over its remaining life. Classification into stages is performed at the borrower level, considering the
overall credit profile of the borrower.

Definition of default

A financial asset is considered to be in default when the borrower fails to meet contractual payment
obligations for more than 90 days past due. Accordingly, such exposures are classified as Stage 3 as at
the reporting date. Additionally, default on any other obligation of the same borrower is also treated as a
trigger for classification as Stage 3.

In addition, Company shall also classify those accounts as default which meets the criteria as per the RBI
circulars as amended.”

Expected Credit Loss (ECL) Methodology

ECL represents the probability-weighted estimate of credit losses, measured as the present value of all
expected cash shortfalls over the life of the financial instrument. Cash shortfalls refer to the difference
between contractual cash flows due to the Company and the cash flows expected to be received.

The key components of the ECL framework are as follows:

Portfolio Segmentation:

For ECL computation, the loan portfolio is segmented into homogeneous risk buckets as follows:

1) Corporate lending

2) Small and medium enterprises lending ('SME’)

3) Vehicle finance -Commercial Vehicles, Construction Equipment, Farm Equipment, Passenger Vehicles
(Cars)

4) Micro lap

Exposure-At-Default (EAD) : The Exposure at Default is the amount the Company is entitled to receive as
on reporting date including repayments due for principal and interest, whether scheduled by contract or
otherwise, expected drawdowns on committed facilities.

Probability of Default (PD) : The Probability of Default is an estimate of the likelihood of default of the
exposure over a given time horizon. A default may only happen at a certain time over the assessed period,
if the facility has not been previously derecognised and is still in the portfolio.

Loss Given Default (LGD) : The Loss Given Default is an estimate of the loss arising in the case where a
default occurs at a given time. It is based on the difference between the contractual cash flows due and
those that the lender would expect to receive, including from the realisation of any collateral.

The ECL allowance is applied on the financial instruments depending upon the classification of the financial
instruments as per the credit risk involved. ECL allowance is computed on the below mentioned basis:

12-month ECL: 12-month ECL is the portion of Lifetime ECL that represents the ECL that results from
default events on a financial instrument that are possible within the 12 months after the reporting date.
12-month ECL is applied on stage 1 assets.

Lifetime ECL: Lifetime ECL for credit losses expected to arise over the life of the asset in cases of credit
impaired loans and in case of financial instruments where there has been significant increase in credit
risk since origination. Lifetime ECL is the expected credit loss resulting from all possible default events
over the expected life of a financial instrument. Lifetime ECL is applied on stage 2 and stage 3 assets. The
Company computes the ECL allowance either on individual basis or on collective basis, depending on the
nature of the underlying portfolio of financial instruments. The Company has grouped its loan portfolio
into Corporate loans, SME loans, Vehicle finance -Commercial Vehicles, Construction Equipment, Farm
Equipment, Passenger Vehicles (Cars) and Micro lap.

Forward looking information

The Company utilises statistical models to estimate the lifetime probability of default (PD) of exposures
and assess how these may evolve over time. Model selection is based on the availability and reliability of
product-specific default data. This analysis includes identifying and calibrating the relationship between
changes in GNPA (as a proxy for default rates) and key macroeconomic variables. The primary forward¬
looking indicators considered include:

• Gross national income growth

• Commercial vehicle Sales

F. Liquidity risk

Liquidity is the Company’s capacity to fund increase in assets and meet both the expected and unexpected
obligations without incurring unacceptable losses. Liquidity risk is the inability to meet such obligations
as they become due without adversely affecting the Company’s financial conditions. The Asset Liability
Management Policy of the Company stipulates a broad framework for Liquidity risk management to ensure
that the Company can meet its liquidity obligations. The Asset Liability Management Committee ('ALCO’)
monitors composition, characteristics and diversification of funding sources to ensure there is no over
reliance on single source of funding. The Company tracks the cash flow mismatches for measuring and

For incorporating forward-looking information, the Company applies these macroeconomic (ME) variables
across each portfolio segment and compares historical PD trends with forecasted PD movements. Based
on the directional trends observed, these macro economic variables are applied.The Company periodically
reviews the relevance of macroeconomic variables, and emerging variables with stronger correlation may
be incorporated or replace existing indicators over time.

managing net funding requirement and reviews short-term liquidity profiles based on business projections
and other commitments for planning purposes through Liquidity analysis. The ALCO also reviews the
individual mismatch in each time bucket and cumulative mismatch and ensures the bucket wise limits are
not breached.

The Company maintains a portfolio of highly marketable and diverse assets that are assumed to be easily
liquidated in the event of an unforeseen interruption in cash flow. The liquidity position of the Company is
assessed under a variety of scenarios giving due consideration to stress factors relating to both the market
in general and risk specifics to the Company. Basis the liquidity position assessed under various stress
scenarios; the Company reviews the following to effectively handle any liquidity crisis:

• Adequacy of contingency funding plan in terms of depth of various funding sources, time to activate,
cost of borrowing, etc

• Availability of unencumbered eligible assets

G. Market risk

Market Risk is the possibility of loss arising from changes in the value of a financial instrument as a result of
changes in market variables such as interest rates, exchange rates and other asset prices. The Company’s
exposure to market risk is a function of asset liability management and interest rate sensitivity assessment.
The Company is exposed to interest rate risk and liquidity risk, if the same is not managed properly. The
Company continuously monitors these risks and manages them through appropriate risk limits. The Asset
Liability Management Committee ('ALCO’) reviews market related trends and risks and adopts various
strategies related to assets and liabilities, in line with the Company’s risk management framework.

H. Operational risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems,
or from external events. The operational risks of the Company are managed through comprehensive internal
control systems and procedures. Failure of managing operational risk might lead to legal / regulatory
implications due to non-compliance and lead to financial loss due to control failures. While it is not practical
to eliminate all the operational risk, the Company has put in place adequate control framework by way of
segregation of duties, well defined process, staff training, maker and checker process, authorisation and
clear reporting structure. The effectiveness of control framework is assessed by internal audit on a periodic
basis.

To manage fraud risk effectively, the Company has Independent Risk Containment Unit ('RCU’) which
is responsible for implementing fraud risk management framework and ensure compliance. The RCU
undertakes various activities such as pre-sanction loan applicant verification, pre-sanction and post
disbursement documents verification, vendor verification, etc to prevent and manage frauds.


I. Capital Disclosure

The Company maintains adequate capital to cover risks inherent in the business and is meeting the capital
adequacy requirements of our regulator, 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.

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 maintains its capital structure in line with economic conditions and the risk characteristics
of its activities. The Company has adopted a dividend distribution policy and the Board reviews the capital
position on a regular basis.

J. Foreign Currency Risk:

In the normal course of its business, the Company does not deal in foreign exchanges. Foreign currency risk
for the Company arise majorly on account of foreign currency borrowings, if any. The Company manages
the foreign currency risk by entering into cross currency swaps and forward contracts as per the ALM
policy covering currency risk management framework. As on March 31, 2026, the Company holds currency
forward contracts to mitigate the risk of exchange rate fluctuations.

The Company has a funded defined benefit gratuity plan. Every employee who has completed five years or more
of service is eligible for gratuity on separation at 15 days basic salary (last drawn salary) for each completed
year of service.

Based on Ind AS 19 'Employee Benefits’ notified under Section 133 of the Companies Act, 2013, read together with
paragraph 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Amendment
Rules, 2016, the following disclosures have been made as required by the standard:

H. Other information :

1. Plans assets comprises 100% of Insurance funds.

2. The expected contribution for the next year is ' 323.12 lakhs.

3. The average outstanding term of the obligations as at valuation date is 3.28 years.

4. The above disclosure is based on report and assumptions provided by the actuary and has been relied
upon by the Auditors.

The Company provides share-based employee benefits to the employees of the Company, the Directors, whether
a whole time Director or otherwise but excluding Non-Executive Independent Directors, including the Directors
of the Company, such other entities or individuals as may be permitted by Applicable Laws and any of the
aforesaid employees who are on deputation at the request of the Company and during the year ended March
31, 2026, employee stock option plans (ESOPs) were in existence. The relevant details of the schemes and the
grant are as below.

A. Description of share-based payment arrangements

As at March 31, 2026, the Company has the following share-based payment arrangements:

Share option plans (equity settled)

According to the Schemes, the employees selected by the Nomination and Remuneration Committee (NRC)
from time to time will be entitled to options, subject to satisfaction of the prescribed vesting conditions.
The contractual life (comprising the vesting period and the exercise period) of options granted is 5 to 6.5
years.

NOTE 42 OTHER NOTES
Note 42.1

In relation to the loans portfolio, the Management has on a best effort basis and knowledge, has identified
transactions with Nil financiers (previous year Nil) aggregating ' Nil (previous year Nil) used for refinancing
loans of the customers.

Note 42.2

The disclosure on the following matters required under Schedule III as amended not being relevant or applicable
in case of the Company, same are not covered:

a) The Company has not traded or invested in crypto currency or virtual currency during the financial year.

b) No proceedings have been initiated or are pending against the Company for holding any benami property
under the Prohibition of Benami Property Transactions Act, 1988 (45 of 1988) and rules made thereunder.

c) The Company has not been declared wilful defaulter by any bank or financial institution or government or
any government authority.

d) The Company has not entered into any scheme of arrangement.

e) Charges or satisfaction to be registered with Registrar of Companies (ROC) have been registered within the
stipulated statutory timelines.

f) There are no transactions which are not recorded in the books of account which have been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

g) In respect of the disclosure required vide notification dated March 24, 2021 issued by Ministry of Corporate
Affairs, the Company has taken steps to identify transactions with the struck-off companies and considering
the nature of business which is primarily lending to individuals and other small players, there are no such
transactions which may be required to be reported.

h) The provision related to number of layers as prescribed under section 2(87) of the Companies Act read with
Companies (Restriction on number of Layers) Rules, 2017 is not applicable to Company.

i) Other than the loans and advances given in normal course of business, no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other persons or entities, including foreign entities ("Intermediaries”) with the
understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party
identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has also not received any
fund from any parties (Funding Party) with the understanding that the Company shall whether, directly or
indirectly lend or invest in other persons or entities identified by or on behalf of the Funding Party ("Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

j) Title deed of immovable property has been held in the name of the Company

k) The Company has used certain accounting software(s) for maintaining its books of account (including
two accounting software managed and maintained by a third party software service provider) which has a
feature of recording audit trail (edit log) facility, except that audit trail feature was enabled at the database
level during the year in respect of certain accounting software(s) to log any direct data changes.

Further, where enabled, the audit trail feature has been operated for all relevant transactions recorded in
the accounting software. During the year, the Company did not come across any instance of audit trail
feature being tampered with in respect of such accounting software. Additionally, the audit trail of prior
year has been preserved by the Company as per the statutory requirements for record retention to the
extent it was enabled and recorded in respective years.

The Company has established and maintained an adequate internal control framework and based on its
assessment, believes that this was effective throughout the year.

XI - Registration obtained from other financial sector regulators :

The Company is registered as Corporate Agent with the Insurance Regulatory and Development Authority
(IRDAI) vide Certificate of Registration dated February 21, 2024.

XII - Details of Single Borrower Limit (SBL) / Group Borrower Limit (GBL) exceeded by NBFC

There are no loans outstanding which exceeds SBL and GBL limit.

XIII - Details of financing of parent Company products : NoneXIV - Disclosure of penalties imposed by RBI and other regulators :

Current year ' 7.10 lakhs excluding taxes paid to Regular authorities

- To stock exchanges relating to non compliance of SEBI regulations - ' 7.10 lakhs (previous year - 2.33
lakhs) excluding taxes.

XVII (A) - Unsecured Advances against intangible securities :

There are no unsecured advances given against intangible securities such as charge over the rights, licenses,
authority, etc. during the financial year ended March 31, 2026 and March 31, 2025.

XVII (B) - Overseas Assets and off- balance sheet SPVs sponsored (which are required to be consolidated as
per accounting norms) :
Overseas Assets

The Company does not have any overseas assets as at March 31, 2026 and March 31, 2025

Off- Balance sheet SPVs sponsored (which are required to be consolidated as per accounting norms)

The Company does not have any exposure to off balance sheet SPVs sponsored as at March 31, 2026 and
March 31, 2025.

XVII (F) - Divergence in asset classification and provisioning:

a) The additional provisioning requirements assessed by RBI exceeds 5 percent of the reported profits
before tax and impairment loss on financial instruments for financial year 2025-26 : Nil

b) The additional Gross NPAs identified by RBI exceeds 5 percent of the reported Gross NPAs for financial
year 2025-26 : Nil

XVII (G) - Net profit or loss for the period, prior period items and changes in accounting policies:

There are no prior period items which are impacting Company’s current year profit and loss.

(vi) Institutional set-up for liquidity risk management

The Board of Directors of the Company has instituted the Asset Liability Management Committee to
monitor and manage liquidity risk inter-alia by way of monitoring the asset liability composition, reviewing
the liquidity and borrowing programme of the Company, setting-up and monitoring prudential limits on
negative mismatches w.r.t. liquidity and interest rate and forecasting and analysing 'what if scenario’ and
preparation of contingency plans. Further, the Audit Committee and the Risk Management Committee
as a part of evaluation of the overall risks faced by the Company evaluate the liquidity risk faced by the
Company.

Footnote -

Amount of Securitisation is excluded from total borrowing, total assets, total liabilities and public funds.

NOTE 47

The Company does not have any unhedged foreign currency exposure for the year ended March 31, 2026
NOTE 48

Figures for the previous year have been regrouped, and / or reclassified wherever considered necessary to make
them comparable to the current year presentation.