Company Overview

Transwarranty Finance Limited, an RBI-registered NBFC, has reported its audited financial results for FY26 and announced its 32nd Annual General Meeting scheduled for September 30, 2026.

Financial Performance

The company reported a standalone net loss of ₹204.56 lakhs for FY26, showing significant improvement from the ₹467.57 lakhs loss in FY25. Basic EPS stood at (₹0.37) compared to (₹0.90) in the previous year. Revenue from operations increased to ₹305.25 lakhs from ₹246.13 lakhs in FY25. On a consolidated basis, total income was ₹1,622.99 lakhs against total expenses of ₹1,991.15 lakhs.

Key Operational Metrics

The company demonstrated growth in its lending business with Gross AUM increasing from ₹1,193.41 lakhs to ₹1,917.01 lakhs year-over-year. Loan disbursements surged to 22,320 loans in FY26 from 12,125 in FY25, reflecting the company's successful transition to a technology-led NBFC focused on digital lending through its proprietary Oroboro platform for smartphone financing and MSME lending.

Significant Accounting Change

A major accounting policy change was implemented for investments in subsidiaries and associates. Previously measured at fair value through profit or loss under Ind AS 109, these investments are now measured at cost less impairment in accordance with Ind AS 27. This retrospective change decreased retained earnings by ₹365.06 lakhs as of April 1, 2024, and significantly impacted comparative financial figures.

Capital and Regulatory Compliance

The company maintains strong capital adequacy with CRAR at 48.29% (Tier-I: 40.50%, Tier-II: 7.79%), well above RBI's 15% minimum requirement. Risk Weighted Assets stood at ₹4,722.56 lakhs. The equity share capital is ₹5,513.02 lakhs divided into 5,51,16,194 shares of ₹10 each, though reserves show a deficit of ₹3,192.56 lakhs.

AGM Agenda and Corporate Actions

The 32nd AGM will be held virtually on September 30, 2026, to consider several important resolutions including:

  • Adoption of FY26 financial statements
  • Re-appointment of Mr. Kumar Nair as Managing Director and CEO for 3 years with remuneration not exceeding ₹60 lakhs p.a.
  • Continuation of Mr. Ramachandran Unnikrishnan as Executive Director beyond age 70
  • Issuance of Non-Convertible Debentures up to ₹100 crore
  • Raising external commercial borrowings up to $50 million equivalent
  • Increase in authorized share capital from ₹61 crore to ₹65 crore
  • Approval of material related party transactions

Auditor Emphasis and Going Concern

The auditor's report highlighted several key concerns including impairment losses of ₹55.28 lakhs on loans, going consideration due to accumulated deficit of ₹2,647.01 lakhs, write-off of trade receivables (₹42.48 lakhs), and prior period tax adjustments (₹4.46 lakhs). The financial statements were prepared on a going concern basis based on management's assessment of future operations.

Subsidiary Status Change

During FY26, the company's voting rights in Vertex Securities Limited reduced from 53.04% to 42.43% due to non-subscription to rights issue, resulting in Vertex Securities Limited and its subsidiary Vertex Commodities and Finpro Private Limited ceasing to be subsidiaries and becoming associates effective March 30, 2026. A loss of ₹27.13 lakhs was recognized on loss of control.

Contingent Liabilities and Related Party Transactions

Significant contingent liabilities include income tax demands of ₹381.88 lakhs under appeal and counter guarantees of ₹350.00 lakhs issued to bankers on behalf of Vertex Securities Limited. Related party transactions include inter-corporate deposits with Vertex Commodities (₹341.50 lakhs) and interest-free loans from Managing Director Kumar Nair (₹355.10 lakhs).

Regulatory Filings and Compliance

The company has complied with SEBI listing regulations for disclosure of annual report and AGM notice, and with RBI regulations regarding CRAR maintenance, reserve fund transfers, and quarterly reporting requirements.