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.
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