(B) Increase in Authorised Share Capital
During the year, the Company has increased its Authorised Share Capital from K 7,00,00,000 (Rupees Seven Crores) to K 15,00,00,000 (Rupees Fifteen Crores) by passing the requisite resolution in the General Meeting and filing necessary forms with the Registrar of Companies.
(C) Issue of Shares under Preferential Allotment
During the Financial Year 2025-26, the Board of Directors of the Company has approved issue and allotted 8,85,000 Equity Shares of K 10/- each, fully paid-up, by way of Preferential Allotment in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations”), as amended, and other applicable laws, at an issue price of K 57/- per share (including premium of K 47/- per share). The Shareholders of the Company had approved the said Issue and Allotment by passing a special resolution in the Extra Ordinary General Meeting dated May 9, 2025. The newly issued Equity Shares rank pari passu with the existing Equity Shares of the Company.
(D) Rights, preferences and restrictions attached to equity shares
The Company has only one class of Ordinary equity shares having a par value of K 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts, if any, in proportion to their shareholding.
(E) Issue of Shares under Rights Issue
On October 1st, 2025, the Company had allotted 33,74,428 fully paid-up equity shares on rights basis at an issue price of K 80 per share (including share premium of K 70 per share), aggregating to K 2,699.54 lakhs, in the ratio of 49 Rights Equity Shares for every 85 fully paid-up equity shares. The newly issued Equity Shares rank pari passu with the existing Equity Shares of the Company.
Nature and purpose of reserves
Statutory Reserve Fund: Statutory Reserve represents the reserve created pursuant to the Reserve Bank of India Act, 1934 (the "RBI Act”) and related regulations applicable to those companies. Under the RBI Act, a non-banking finance company is required to transfer an amount not less than 20% of its net profit to a reserve fund before declaring any dividend. Appropriation from this reserve fund is permitted only for the purposes specified by the RBI.
Securities Premium Reserve: Securities Premium Reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.
Other Comprehensive Income:
i. Equity instruments through other comprehensive income — The Company has designated certain equity instruments as measured at Fair Value through Other Comprehensive Income (FVTOCI). The net change in fair value (mark-to-market) of such instruments during the year has been recognised in Other Comprehensive Income and accumulated under this reserve. Upon sale / derecognition of such instruments, the cumulative gain or loss is reclassified from this reserve to Retained Earnings and is not recycled to the Statement of Profit and Loss.
ii. Remeasurement of defined benefit liability — Remeasurement comprises of gains and losses resulting from experience adjustments, return on plan assets and changes in actuarial assumptions. These are recognised directly in Other Comprehensive Income during the year in which they occur and are presented separately under reserves and surplus.
Share Based Payment Reserve: The share-based payment reserve is used to recognize the value of equity-settled share-based payments provided to the key employees as part of their remuneration. Refer to Note 32 for further details of the employee share option scheme.
Gratuity is a defined benefit plan and the Company is exposed to the following risks:
1) Discount Rate: The rate used to discount post-employment benefit obligations (both funded and unfunded) shall be determined by reference to market yields at the end of the reporting period on high quality corporate bonds. In countries where there is no deep market in such bonds, the market yields (at the end of the reporting period) on government bonds shall be used.
2) Salary Growth Rate: This is Management's estimate of the increases in the salaries of the employees over the long term. Estimated future salary increases should take account of inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.
3) Rate of Return on Plan Assets: This assumption is required only in case of funded plans. Interest income on plan assets is calculated using the rate used to discount the defined benefit obligation.
4) Withdrawal Rates: This is Management's estimate of the level of attrition in the Company over the long term. Estimated withdrawal rates should take into account the broad economic outlook, type of sector the Company operates in and measures taken by the management to retain/relieve the employees.
5) Mortality Rates: Mortality rate is a measure of the number of deaths (in general, or due to a specific cause) in a population, scaled to the size of that population, per unit of time.
32 Equity Settled Share Based Payments
The Company instituted the ESOP 2025 Plan for all eligible employees in pursuance of a special resolution approved by the shareholders at the Extraordinary General Meeting held on May 9, 2025. The Scheme covers grant of options convertible into an equal number of equity shares of face value of ^ 10/- each to specified permanent employees of the Company.
34 Financial Instruments
(A) Financial Assets and Liabilities
The carrying value of financial instruments by categories is as follows. The category-wise carrying value tables (A) and the fair value measurement hierarchy (B) are presented in the landscape schedule that follows this page.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Valuation Techniques
i) The management assessed that fair value of cash and cash equivalents, trade receivables, trade payables, and other financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
ii) Financial assets and liabilities are stated at carrying value which is approximately equal to their fair value.
iii) The fair values of the equity investments which are quoted are derived from quoted market prices in active markets. The investments measured at fair value and falling under fair value hierarchy Level 3 are valued on the basis of valuation reports provided by external valuers, with the exception of certain investments where cost has been considered as an appropriate estimate of fair value because of a wide range of possible fair value measurements and cost represents the best estimate of fair values within that range.
iv) The fair value of the financial instruments that are not traded in an active market is determined using valuation techniques. The Company uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.
v) There have been no transfers between Level I and Level II for the years ended March 31, 2026 and March 31, 2025.
(C) Derivative Financial Instruments
The Company has not entered into any derivative financial contracts during the current and previous financial years.
(D) Financial Risk Management
Risk Management Framework: The Company's Board of Directors are responsible for the overall risk management approach and for approving the risk management strategies and principles. The Board of Directors has established the Group Risk Management Committee, which is responsible for overseeing development and monitoring the Company's risk management policies. The Committee reports regularly to the Board of Directors on its activities. Risk management involves identifying, measuring, monitoring and managing risks on a regular basis. To achieve this objective, the Company employs leading risk management practices and recruits experienced people.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The purpose of the Committee is to assist the Board in its oversight of various risks: (i) Credit Risk (ii) Market Risk (iii) Interest Rate Risk (iv) Liquidity Risk (v) Operational Risk.
(i) Credit risk: Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company's receivables from customers, loans and investments in debt securities.
a) Cash & cash equivalents and other bank balances — The Company holds cash & cash equivalents and other bank balances aggregating ^ 1,81,22,094 (previous year ^ 4,85,14,221).
b) Trade receivables — Credit risk with respect to trade receivables is limited, since the trade receivables amount is immaterial.
(ii) Market risk: Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of its holding of financial instruments. The main activity is to do investment in financial instruments. This market is influenced by domestic/international political, financial and other events occurring on a day-to-day basis. Hence the market is constantly volatile and uncertain. The Company has strong treasury philosophies and practices and is well geared to meet the challenges of volatile market conditions.
(iii) Interest rate risk: Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. In order to optimize the Company's position with regards to the interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio. Since the Company does not have any financial assets or financial liabilities bearing floating interest rates, any change in interest rates at the reporting date would not have any significant impact on the financial statements of the Company.
(iv) Liquidity risk: Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company's net liquidity position through rolling forecasts on the basis of expected cash flows.
(v) Operational risk: Operational risk is the risk arising from inadequate or failed internal processes, people or systems, or from external events. The Company manages operational risks through comprehensive internal control systems and procedures laid down around various key activities in the Company viz. loan acquisition, customer service, IT operations, finance function etc. Further, IT and operations have dedicated compliance and control units within the function who on a continuous basis review internal processes. This enables the Management to evaluate key areas of operational risks and the process to adequately mitigate them on an ongoing basis.
35 Maturity Analysis of Assets and Liabilities
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled. The maturity schedule is presented in the landscape schedule that follows this page.
38 Long-term Contracts
At the year end, the Company did not have any long-term contracts including derivative contracts for which there were material foreseeable losses which need to be provided as required under any law / accounting standards.
39 Approval of Financial Statements
The Financial Statements were approved by the Board of Directors on 12th May, 2026.
40 Corporate Social Responsibility
Pursuant to the provisions of section 135(5) of the Companies Act, 2013 (the Act), CSR provisions are not applicable to the Company. As per the relevant provisions of the Act read with Rule 2(1)(f) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is required to spend at least 2% of the average net profits determined under section 198 of the Companies Act, 2013 during the immediately preceding three financial years. However, as per section 135 of the Companies Act, 2013, every company meeting certain criteria shall form the CSR committee and undertake CSR activities. The Company is out of the purview of the criteria. Hence, CSR provisions are not applicable to the Company.
41 Additional Statutory Requirements
a. The Company has not carried out any revaluation of Property, Plant and Equipment in any of the periods reported in these Financial Statements; hence reporting is not applicable.
b. There have been no proceedings initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
c. The Company does not have any transactions with companies struck off.
d. There are no charges or satisfaction of charges yet to be registered with the Registrar of Companies beyond the statutory period.
e. There is no undisclosed income surrendered or disclosed as income during the period / year in the tax assessments under the Income Tax Act, 1961.
f. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
g. The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
42 Regrouping / Reclassification
Figures of the previous reporting year have been regrouped / reclassified wherever necessary to correspond with the figures of the current reporting year.
43 Events Occurring After the Reporting Period
The Company evaluated subsequent events through May 12, 2026, the date the financial statements were available for issuance, and determined that there were no additional material subsequent events requiring disclosure.
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