Niyogin Q2 Net Loss ₹159 Lakh, Appoints Interim CFO

Board Meeting Details

The Board of Directors meeting was held on November 12, 2026, commencing at 6:30 PM IST and concluding at 7:00 PM IST.

Key Decisions Approved

1. Approved the Unaudited (Standalone & Consolidated) Financial Results for the quarter and half year ended September 30, 2026 pursuant to Regulations 33 and 52 of SEBI Listing Regulations

2. Approved the appointment of Mr. Ronak Shah as the Chief Financial Officer (in interim capacity) designated as "Interim Chief Financial Officer" who would also be the Key Managerial Personnel and part of Senior Management Personnel with effect from November 13, 2026

3. Took note of the conversion of the Statutory Auditor Firm M/s. Pijush Gupta & Co., Chartered Accountants into a Limited Liability Partnership viz. Pijush Gupta & Co. LLP with effect from October 30, 2026

Interim CFO Appointment Details

Name: Mr. Ronak Shah
Effective Date: November 13, 2026
Term: Co-terminus with his employment with the Company
Profile: Associated with Niyogin for 3.5 years, most recently as Deputy Chief Financial Officer. Fellow member of ICAI and holds Diploma in Information Systems Audit (DISA). Previous experience with Avendus Capital, Aditya Birla Finance Limited, and Tata Capital Limited

Auditor Conversion Details

Statutory Auditor M/s. Pijush Gupta & Co., Chartered Accountants (Firm Registration No: 309015E) converted to Pijush Gupta & Co. LLP (Firm Registration Number: 309015E/N500516)
Effective date: October 30, 2026
Certificate of registration on conversion issued by Registrar of Companies, Delhi
Conversion taken on record by ICAI

Documents Enclosed with Filing

1. Copy of Unaudited (Standalone & Consolidated) Financial Results with Limited Review Report

2. Information as per Regulation 52(4) of SEBI Listing Regulations

3. Statement indicating utilization of issue proceeds of Non-Convertible Debentures and "Nil" deviation statement

4. Security Cover Certificate pursuant to Regulation 54(3)

5. Disclosure of Related Party Transactions for half year ended September 30, 2026

Standalone Financial Results (Rupees in Lakhs)

Quarterly Performance

| Revenue from Operations | 2,208.13 | 2,918.85 | 2,650.11 |

| - Interest Income | 1,783.00 | 2,321.28 | 2,163.92 |

| - Fees & Commission | 333.11 | 586.33 | 471.87 |

| - Net Gain on Fair Value | 10.36 | - | - |

| - Other Operating Income | 81.66 | 11.24 | 14.32 |

| Other Income | 66.30 | 62.44 | 118.82 |

| Total Income | 2,274.43 | 2,981.29 | 2,768.93 |

| Total Expenses | 2,433.58 | 2,899.73 | 2,594.20 |

| - Finance Costs | 383.26 | 483.34 | 346.91 |

| - Fees & Commission Expenses | 1,118.05 | 1,517.39 | 1,350.90 |

| - Impairment on Financial Instruments | 309.78 | 293.35 | 296.58 |

| - Employee Benefits | 365.93 | 373.72 | 419.08 |

| - Depreciation & Amortization | 23.18 | 22.37 | 24.31 |

| - Other Expenses | 233.38 | 209.56 | 156.42 |

| Profit/(Loss) before Tax | (159.15) | 81.56 | 174.73 |

| Tax Expense | - | - | - |

| Profit/(Loss) for Period | (159.15) | 81.56 | 174.73 |

| EPS Basic (₹) | (0.14) | 0.07 | 0.16 |

| EPS Diluted (₹) | (0.14) | 0.07 | 0.16 |

Half-Yearly Performance

| Revenue from Operations | 5,126.98 | 5,178.72 | 10,347.33 |

| Total Income | 5,255.72 | 5,409.28 | 11,792.69 |

| Profit/(Loss) before Tax | (77.59) | 234.56 | 511.22 |

| Profit/(Loss) for Period | (77.59) | 234.56 | 511.22 |

| EPS Basic (₹) | (0.07) | 0.21 | 0.46 |

| EPS Diluted (₹) | (0.07) | 0.21 | 0.46 |

Standalone Assets and Liabilities (as at September 30, 2026)

Total Assets: ₹50,838.12 lakhs (Mar 2026: ₹53,481.29 lakhs)
Financial Assets: ₹50,150.69 lakhs
Cash & Cash Equivalents: ₹2,259.20 lakhs
Bank Balances: ₹2,029.59 lakhs
Loans: ₹24,481.74 lakhs
Investments: ₹20,812.67 lakhs
Total Liabilities: ₹14,825.38 lakhs (Mar 2026: ₹17,428.86 lakhs)
Equity: ₹36,012.74 lakhs (Mar 2026: ₹36,052.43 lakhs)
Paid-up Capital: ₹11,124.74 lakhs
Other Equity: ₹24,888.00 lakhs

Key Financial Ratios (Standalone)

Debt Equity Ratio: 0.25 times
Net Worth: ₹36,012.74 lakhs
Total Debt to Total Assets: 17.64%
Net Profit Margin: (7.21)% for Q2, (1.51)% for H1
Gross NPA: 8.91%
Net NPA: 5.80%
Provision Coverage Ratio: 37.35%
Security Cover: 1.21 times
Capital Adequacy Ratio: 64.28%

Consolidated Financial Results (Rupees in Lakhs)

Quarterly Performance

| Revenue from Operations | 6,377.95 | 6,557.78 | 7,009.76 |

| - Interest Income | 1,824.21 | 2,333.71 | 2,199.59 |

| - Fees & Commission | 2,265.69 | 2,769.32 | 2,575.88 |

| - Sales of Products | 753.14 | 363.19 | 764.23 |

| - Net Gain on Fair Value | 11.93 | 2.98 | 3.17 |

| - Other Operating Income | 1,522.98 | 1,088.58 | 1,466.89 |

| Total Income | 6,499.00 | 6,675.61 | 7,627.54 |

| Profit/(Loss) before Exceptional Items & Tax | (714.65) | (615.67) | 92.29 |

| Exceptional Items | (250.00) | - | - |

| Profit/(Loss) before Tax | (464.65) | (615.67) | 92.29 |

| Profit/(Loss) for Period | (374.42) | (500.72) | 63.13 |

| - Attributable to Owners | (242.90) | (272.17) | 27.69 |

| - Non-controlling Interest | (131.52) | (228.55) | 35.44 |

| EPS Basic (₹) | (0.22) | (0.24) | 0.02 |

| EPS Diluted (₹) | (0.22) | (0.24) | 0.02 |

Half-Yearly Performance

| Revenue from Operations | 12,935.73 | 15,185.26 | 28,693.09 |

| Profit/(Loss) before Tax | (1,080.32) | 16.39 | 340.94 |

| Profit/(Loss) for Period | (875.14) | (122.12) | 37.03 |

| - Attributable to Owners | (515.07) | (123.95) | (46.74) |

| - Non-controlling Interest | (360.07) | 1.83 | 83.77 |

| EPS Basic (₹) | (0.46) | (0.12) | (0.05) |

| EPS Diluted (₹) | (0.46) | (0.12) | (0.05) |

Consolidated Assets and Liabilities (as at September 30, 2026)

Total Assets: ₹63,078.43 lakhs (Mar 2026: ₹70,947.75 lakhs)
Financial Assets: ₹44,943.56 lakhs
Total Liabilities: ₹30,773.59 lakhs (Mar 2026: ₹37,737.65 lakhs)
Equity: ₹32,304.84 lakhs (Mar 2026: ₹33,210.10 lakhs)
Attributable to Owners: ₹31,969.16 lakhs
Non-controlling Interest: ₹335.68 lakhs

Key Financial Ratios (Consolidated)

Debt Equity Ratio: 0.45 times
Net Worth: ₹32,304.84 lakhs
Total Debt to Total Assets: 23%
Net Profit Margin: (5.92)% for Q2, (6.79)% for H1

Segment Information (Consolidated)

The Group operates in two segments:

1. Financing Related Activities: Revenue ₹6,383.62 lakhs (H1), Segment Result ₹(141.97) lakhs loss

2. Technology Related Activities: Revenue ₹6,790.99 lakhs (H1), Segment Result ₹(938.35) lakhs loss

Important Notes to Financial Results

Standalone Notes

1. Prepared in accordance with Ind AS 34, Companies Act 2013, RBI guidelines and SEBI Listing Regulations

2. Reviewed by Audit Committee and approved by Board on November 12, 2026

3. Reviewed by Statutory Auditors with unmodified report

4. Management and macro-economic overlay on Expected Credit Loss of ₹277 lakhs as at September 30, 2026

5. No equity shares issued during quarter pursuant to ESOP schemes (Previous year: 1,20,000 shares)

6. No ESOP options granted during the quarter

7. All Non-Convertible Debentures fully secured by exclusive charge on receivables

8. EPS for interim periods not annualized

9. Deferred tax assets not recognized on unused tax losses of ₹1,599.74 lakhs (Mar 2026: ₹1,503.50 lakhs)

Consolidated Notes

1. Includes results of subsidiaries: Iserveu Technology, Iserveu Payment Services, Investdirect Capital Services, MoneyMap Investment Advisors, Niyogin AI, Niyogin Finserv

2. Exceptional item of ₹250 lakhs relates to reduction in deferred purchase consideration for Superscan business acquisition by Niyogin AI due to earn-out conditions not being met

3. Goodwill of ₹329 lakhs from Superscan acquisition assessed for impairment; management concluded no impairment required based on value-in-use assessment

4. Deferred tax assets recognized selectively across group entities based on probability of future taxable profits

Non-Convertible Debenture Proceeds Utilization

March 17, 2026 Issue: ₹2,500.00 lakhs raised, fully utilized with no deviation
August 29, 2026 Issue: ₹2,500.00 lakhs raised, fully utilized with no deviation
No deviation/variation in use of funds

Security Cover Certificate

Independent auditor certified asset cover ratio of 1.21 times for listed non-convertible debt securities
Book value of exclusive charge assets: ₹3,067.01 lakhs against debt securities of ₹2,534.22 lakhs
Total assets cover maintained at required levels

Related Party Transactions (Half Year Ended September 30, 2026)

Key transactions include:

Loans to subsidiaries: Niyogin AI (₹274 lakhs), Iserveu Technology (₹487.69 lakhs)
Interest received from subsidiaries: ₹15.54 lakhs from Niyogin AI, ₹86.24 lakhs from Iserveu Technology
Director sitting fees ranging from ₹1.50 lakhs to ₹3.00 lakhs
ESOP cost sharing with subsidiaries: ₹23.16 lakhs
Cost sharing expenses with subsidiaries: ₹7.83 lakhs with Niyogin AI, ₹17.98 lakhs with Niyogin Finserv