Key Quantitative Figures

Standalone Financial Performance (Quarter Ended September 30, 2026):

  • Total Income: ₹1,301.08 Lakhs
  • Total Expenses: ₹2,251.96 Lakhs
  • Loss Before Tax: ₹(950.88) Lakhs
  • Tax Expense: ₹(79.13) Lakhs (Deferred Tax)
  • Net Loss After Tax: ₹(871.75) Lakhs
  • Other Comprehensive Income: ₹(12.72) Lakhs
  • Total Comprehensive Loss: ₹(884.47) Lakhs
  • Basic & Diluted EPS: ₹(0.36)

Standalone Financial Performance (Half Year Ended September 30, 2026):

  • Total Income: ₹2,519.21 Lakhs
  • Loss Before Tax: ₹(2,336.13) Lakhs
  • Tax Expense: ₹(424.71) Lakhs (Deferred Tax)
  • Net Loss After Tax: ₹(1,911.42) Lakhs
  • Total Comprehensive Loss: ₹(1,936.49) Lakhs
  • Basic & Diluted EPS: ₹(0.80)

Consolidated Financial Performance (Quarter Ended September 30, 2026):

  • Net Loss After Tax: ₹(1,156.64) Lakhs
  • Total Comprehensive Loss: ₹(1,169.36) Lakhs
  • Basic & Diluted EPS: ₹(0.48)

Consolidated Financial Performance (Half Year Ended September 30, 2026):

  • Net Loss After Tax: ₹(2,214.69) Lakhs
  • Total Comprehensive Loss: ₹(2,239.76) Lakhs
  • Basic & Diluted EPS: ₹(0.92)

Asset Quality (Standalone, as of September 30, 2026):

  • Gross NPA %: 53.80 (vs. 25.24 on Mar 31, 2026)
  • Net NPA %: 34.20 (vs. 15.63 on Mar 31, 2026)
  • Overall Provision Coverage Ratio %: 36.50 (vs. 38.05 on Mar 31, 2026)

Capital and Net Worth (Standalone, as of September 30, 2026):

  • Paid-up Equity Share Capital: ₹2,395.24 Lakhs (Face Value ₹2 per share)
  • Other Equity: ₹1,029.53 Lakhs
  • Net Worth: ₹3,424.77 Lakhs
  • Debt-Equity Ratio: 9.78 times

Dates of Action

  • Board Meeting Date: October 28, 2026 (commenced 7:10 PM IST, concluded 8:30 PM IST)
  • Effective date for new senior management designations: October 29, 2026

Parties Involved

  • Subsidiary: DFL Technologies Private Limited
  • Statutory Auditors: Khandelwal Kakani & Company, Chartered Accountants
  • Debenture Trustee: Catalyst Trusteeship Limited
  • Stock Exchanges: BSE Limited, National Stock Exchange of India Limited

Board Approvals

1. Unaudited Financial Results: Approved the standalone and consolidated financial results for the quarter and half year ended September 30, 2026, along with the Limited Review Reports from the statutory auditors.

2. Fundraising: Approved raising funds up to ₹58,00,00,000 (Fifty Eight Crores) through issuance of equity shares, convertible securities, or other instruments via methods including rights issue, preferential issue, or private placement. This is subject to shareholder approval via a special resolution through postal ballot.

3. Senior Management Designations: Designated the following as Senior Management Personnel effective October 29, 2026:

  • Mr. Sreeman Reddy, Vice President Product & Technology
  • Mr. Roshan Bhosle, Deputy General Manager – Operations
  • Mr. Ankit Jha, Senior Manager - Contact Centre

4. ESOP Plan: Approved the Dhanvarsha ESOP Plan 2026, involving a pool of 1,75,00,000 options, subject to shareholder approval.

5. Postal Ballot Notice: Approved the notice for a postal ballot to seek shareholder approval on the above matters.

Financial and Operational Impact

Material Uncertainty Related to Going Concern:

The statutory auditors' report includes a section on 'Material Uncertainty Related to Going Concern'. They draw attention to notes in the financial results regarding:

  • A breach of security cover and other loan covenants since the quarter ended December 31, 2025.
  • Continued financial stress, including deteriorating asset quality, lower business growth, and the ongoing rundown of the loan book.
  • A restructuring plan presented to existing lenders and plans for potential equity infusion.

The auditors state that the company's going concern is dependent upon the successful implementation of the restructuring plan and potential equity infusion. Their conclusion is not modified based on this matter.

Debt Restructuring:

The company has defaulted on borrowings, and its accounts with various lenders have been classified as non-performing assets (NPAs). Discussions with lenders regarding a proposed restructuring plan are ongoing. Consequently, interest expense has been recognized based on existing agreements, but penal interest has not been recognized, anticipating relief in interest rates and other concessions from the proposed plan.

Fund Utilization:

During the quarter, the company did not raise any fresh funds through public issue, rights issue, preferential issue, or non-convertible securities. There were also no funds pending utilization from previous issuances. Therefore, disclosures under Regulations 32, 52(7), and 52(7A) were not applicable.

Co-Lending Arrangements (CLAs):

As of September 30, 2026, the company had 6 active CLAs with a weighted average interest rate of 22.0796% p.a.

  • Cumulative Outstanding (net of provisions): ₹1,623.03 Lakhs
  • Net NPA under CLAs: ₹1,082.16 Lakhs
  • Write-offs till date: ₹8.09 Lakhs
  • No fees were charged/paid, and no default loss guarantee details were applicable.

Capital Structure Impact

The fundraising proposal of up to ₹58 Crores, if executed, will impact the capital structure. The specific mode and terms of issuance will be approved by the Board in a separate meeting. The ESOP plan, if approved by shareholders, could potentially dilute equity by up to 1.75 crore shares upon exercise of all options.

Cash Flow Implications

Cash flow statements indicate a net decrease in cash and cash equivalents for the period. The company's operational and financial stress is evident in its cash flows from operating and financing activities. The success of the restructuring plan and new fundraising is critical for future cash flows.

Forward-Looking Guidance

No explicit forward-looking guidance or management commentary on future performance is provided in the document. The entire disclosure is focused on historical results and current challenges.

Enclosures

1. Unaudited Standalone Financial Results with Limited Review Report and Annexures (Regulation 52(4) and 54(3))

2. Unaudited Consolidated Financial Results with Limited Review Report and Annexure (Related Party Transactions for half year ended Sept 30, 2026)

3. Details of change in senior management personnel

4. Details of Dhanvarsha ESOP Plan 2026