Dhani Services Ltd Management Discussions

ABOUT THE COMPANY

Dhani Services Limited (DSL) is a diversified company with a strategic focus on real estate development as its primary business undertaking. Having successfully launched projects in key urban micro-markets and built a strong development pipeline, the Company real estateispositioned sectorbea . Our approach centres around value creation, compliance, and customer-centric execution.

In addition to real estate, DSL operates digital-first businesses across stock broking, payments, and asset reconstruction, offering end-to-end investment platforms, UPI-based payments services, and distressed asset resolution through its ARC subsidiary.

REAL ESTATE DEVELOPMENT

The Indian real estate sector witnessed sustained growth momentum in FY 2024-25, driven by strong end-user demand, improved affordability, and structural policy support. The sector benefited from rising urbanization, an expanding middle class, and the growing preference for home ownership, particularly in Tier I and select Tier II cities.

Residential real estate saw robust sales across mid-income and premium segments, with demand buoyed by stable interest rates, improved buyer sentiment, and continued traction in digital and flexible work models. Developers focused on timely execution and customer-centric offerings, while consolidation among organized players led to increased market transparency and trust. Commercial real estate remained resilient, supported by demand for Grade A office spaces, co-working formats, and warehousing/ economy and IT/ITeS sectors continued to drive leasing activity, while hybrid work logistics models led to evolving space configurations.

The governments continued thrust on infrastructure, digitization of land records, RERA enforcement, and affordable housing initiatives contributed positively to sectoral stability and investor confidence. Furthermore, the real estate investment trust (REIT) segment saw increased participation, enhancing liquidity and transparency in the commercial real estate market.

Looking ahead, the sector is expected to maintain its upward trajectory, supported by favorable demographics, improved financing access, and regulatory clarity. However, challenges such as project execution risks, rising input costs, and evolving consumer developers and investors alike. expectations will Our real estate business recorded a strong performance, marked sales velocity, and successful launches across key markets. We continued to focus on value-accretive developments in the residential segments, maintaining our emphasis on quality, compliance, and customer satisfaction.

During the year, we expanded our project pipeline with strategically located acquisitions and entered into key development partnerships, further strengthening our presence in high-demand micro-markets. With a robust balance sheet, prudent capital allocation, and a disciplined approach to project selection, we remain well-positioned to capitalize on emerging opportunities in Indias evolving real estate landscape. Our long-term focus continues to be on creating sustainable, community-centric developments that deliver consistent value to our stakeholders.

INDIBULLS SECURITIES (FORMERLY DHANI STOCKS)

Our broking business underwent a significant transformation this year and now operates under the Indiabulls Securities brand. The platform has been rebuilt ground-up with a customer-first approach, combining ease of use for casual investors and powerful tools for professional traders.

Highlights include:

Modernized, mobile and web platforms

Launch of IB Algo, a no-code retail algorithmic trading suite

Comprehensive F&O trading ecosystem with real-time analytics

Full-service offerings across Mutual Funds, Bonds, IPOs, and more

Advanced charting and institutional-grade infrastructure

This transformation positions Indiabulls Securities as a next-generation trading platform built for Indias growing investors.

ASSET RECONSTRUCTION

DSLs Asset Reconstruction business continued to support the financialecosystem by focusing on value-driven resolutionsand strategic recoveries. The sector witnessed a shift from bulk NPA acquisitions to targeted settlements, aligned with regulatory emphasis on transparency and resolution efficiency.

Amid improving asset quality in the banking sector and a more disciplined credit environment, DSL adopted a relationship-led, on-ground recovery approach. The business remains focused on unlocking value from stressed assets through operational turnaround strategiesandcollaborativeresolution With rising institutional interest in the distressed asset space and evolving recovery mechanisms, the ARC business is poised to play a meaningful role in DSLs diversified financial services portfolio.

PAYMENTS AND SERVICES VIA DHANI

Dhani Platform, available as a mobile application on both iOS and Android. The company received TPAP (Third Party Application Provider) approval from NPCI, marking a key milestone in building a native UPI ecosystem. DSL plans to roll out UPI services on the Dhani app, enabling seamless peer-to-peer (P2P) and peer-to-merchant (P2M) payments. In addition to UPI, the Dhani app supports:

A digital wallet for secure and flexible payments

Utility bill payments, recharges, and more

Rupay Cards and UPI linked to the wallet.

NCMC-certified prepaid cards usable across metro systems and retail

The Dhani Platform is built to serve customers through a single, intuitive mobile interface, delivering app-based convenience across payments, investments, and financial utilities aligned with DSLs goal of digital inclusion and everyday utility.

KEY OPERATIONAL HIGHLIGHTS: FY 2024

- The Company earned a consolidated revenue of INR 4.87 Bn.

- Total active customers/clients were 0.060 million including 0.036 million clients traded on the exchange(s), through Indiabulls Securities Limited (formerly Dhani Stocks Ltd) during FY 2024-25.

- 0.18 million clients were holding shares for an aggregate value of INR 63000.80 Crores, with Indiabulls Securities Dhani Stocks Ltd), as on March 31, 2025.

ASSET LIABILITY MANAGEMENT

Given the short term maturity of its loan portfolio and adequate liquidity buffers is comfortable. The Companys capital requirements are assessed in order to maintain an efficient overall financing structure while avoiding excessive leverage. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

ANALYTICS

With the global shift towards data-driven decision-making, data analytics has emerged as a critical tool for enhancing organizational efficiency and supporting the achievement of key business objectives.

Recognizing this, the company has invested substantially in developing advanced data analytics infrastructure to manage extensive customer data. These capabilities enable the creation of personalized products and offers that cater to individual customer needs. by tracking performance trends across various customer segments and identifying delinquent borrower patterns, allowing for timely and targeted risk interventions.

RISK MANAGEMENT

The Company faces a broad spectrum of risks, including credit, interest rate, liquidity, operational, business, and regulatory risks. Risk management is a top priority and is guided by the Board of Directors, along with its key subcommittees - the Audit Committee, Asset Liability Management Committee, and Risk Management Committee. To maintain a strong risk governance structure, the Company continues to enhance its capabilities by investing in skilled professionals, streamlined processes, and cutting-risk management framework is comprehensive and well-structured, covering all critical aspects such as risk identification, evaluation, monitoring, reporting, and mitigation.

BORROWINGS

Total borrowings of the group as on March 2025 were 4.81 Bn. compared to 6.54 Bn as on March 2024. The borrowings (net) of the company have decreased by 1.73 Bn during the fiscal year due to repayments to its lenders during the fiscal year.

REGULATORY GUIDELINES / AMENDMENTS

Dhani Loans & Services Limited, complies with Reserve Bank of India norms for NBFCs. In accordance with this, the Company is in or f compliancewithallregulations pertainingtoprudential norms provisioning, capital adequacy and credit ratings.

TRAINING AND HUMAN RESOURCES MANAGEMENT

Our vision is to foster a cohesive and inclusive work environment that promotes professional growth, self-development, operational excellence and a strong sense of belonging among employees.

To enhance recruitment efficiency, we have updated our hiring process through regular MIS updates and tracking system. This initiative has streamlined the recruitment workflow, reduced paperwork and improved accuracy for hiring managers.

We firmly believe that our employees are instrumental to the success of the Company and its initiatives. As the primary interface with customers, it is essential that employees are well-trained and equipped with the necessary skills to deliver superior customer service. Our approach emphasizes enabling and empowering our talent pool to meet future challenges through technology-driven learning and development programs.

To support retention and incentivize performance, Employee Stock Option Plans (ESOPs) have been approved by the Compensation has implemented various health and well-being initiatives aimed at Committeeacrossvariousyears. promoting holistic employee engagement.

The Human Resources (HR) department upholds the core values of confidentiality, accountability, and trust in all its functions.It offers tration and support services that contribute to organizational effectiveness. adminis essentialservicessuchastalentmanagement,benefits A key focus of HR is achieving an optimal match between organizational needs and individual aspirations. Our recruitment efforts prioritize agility, recognizing the need for employees to quickly adapt to a dynamic external environment. As a forward-looking organization, we are committed to building a robust team capable of navigating current challenges while seizing future opportunities.

High-performing individuals across departments are provided with fast-track growth opportunities. The HR team works closely with business units to ensure the onboarding of the right talent for each role. Leadership remains actively engaged with key performers and ensures clearly defined career paths are in place for their progression within the organization.

We maintain a competitive and performance-linked reward policy to motivate and engage our workforce in achieving strategic milestones and long-term goals.

IT SECURITY AND CUSTOMER PRIVACY

Information has become the critical asset for our organization encompassing sensitive customer information. Shielding such information along with its supporting IT Infrastructure from rapidly evolving cyber threats is one of our top business priorities which is being catered through careful monitoring and effective implementation of risk mitigation measures. Aiming to cater the Cyber Security challenges, we have outlined and espoused the comprehensive IT and IS Policies based on the industry best practices encompassing ISO 27001 Information Security Management Framework Standard. Our Information Technology Policy, Information Security Management System Framework, Cyber Security Policy, Business Continuity Plan, Data Privacy and Protection Policy include detailed directions to ensure the protection of business and customer informations at all levels. Effective and adequate security controls have been in-placed to ensure the business resilience in case of any adversity. Backup and restoration policy supported through industry best solution has been implemented to safeguard critical information. Periodic assessment of implemented controls has been carried out to ensure its effectiveness and improve them as needed.

Our Companys "Privacy Policy" ensures the protection of customers personal information. The Company explicitly discloses the manner in which customer information is collected, stored and used. The policy also ensures that the usage of customer information is in compliance with designated statutory and regulatory authorities requirements.

INTERNAL CONTROL SYSTEMS

The Company has adequate internal control systems, based on policies and guidelines, which ensure timely and accurate execution responsibilities. Internal Control Systems evaluate operations, financial reporting, strategic investments and regulatory to protect interests of the investors. The effectiveness and reliability of Internal Control Systems is reviewed periodically by the Audit

Committee and the Board of Directors which gives its recommendations regarding improvements over existing control systems.

SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS

In compliance with the requirements of Schedule V of the SEBI LODR Amendment Regulations, 2018, significant changes (change of 25% or more from FY 2023-24 to FY 2024-25) in the key financial ratios applicable to the Company, are as under:

Debt Equity Ratio:

The debt equity ratio of the Company on a consolidated basis has reduced from 0.13 for FY 2023-24 to 0.08 for FY 2024-25 primarily due to repayment of borrowings in FY 2024-25.

Debt Service Coverage Ratio: basis as on March 31, 2025 stood at 0.35 compared to -0.47 as TheDebtServiceCoverage Ratio on March 31, 2024. This is due to improvement in earnings before interest, depreciation & amortization and taxes in current year as compared to previous year.

InterestCoverage

The Interest Coverage Ratio of the Company on a consolidated basis as on March 31, 2025 stood at 1.28 compared to -0.39 as on March 31, 2024. This is due to improvement in earnings before interest and taxes in current year as compared to previous year.

Inventory turnover ratio:

The Inventory turnover ratio of the Company on a consolidated basis has been reduced from 0.13 for FY 2023-24 to 0.01 for FY 2024-25. This is mainly due to reduced consumption of inventory in current year as compared to previous year.

Trade payables turnover ratio:

The Trade payable turnover ratio of the Company on a consolidated basis has reduced from -0.32 for FY 2023-24 to Nil for FY 2024-25. This is due to nil purchases in current year.

Trade receivable turnover ratio:

The Trade receivable turnoverratioof the Company on a consolidated basis is increased from 4.11 for FY 2023-24 to 5.79 for FY 2024-25. This is due to fall in average receivable in current year as compared to previous year.

Net profit margin:

The net profit margin of the Company on a consolidated basis has improved from -88.43% for FY 2023-24 to -17.14% for FY 2024-25. This is due to improvement in profit after tax in current year as compared to previous year.

Operating profit margin:

The operating profit margin of the Company on a consolidated basis has improved from -88.43% for FY 2023-24 to -17.14% for FY 2024-25. This is due to improvement in profit after tax in current year as compared to previous year.

EBITDA margin:

The EBITDA margin of the Company on a consolidated basis has improved from -42.23% for FY 2023-24 to 20.35% for FY 2024-25. This is due to improvement in profit after tax in current year as compared to previous year.

Current Ratio:

The Current Ratio of the Company on a consolidated basis as on March 31, 2025 stood at 5.12 compared to 4.10 as on March 31, 2024. This is due to reduction in current liability in current year as compared to previous year.

There has been no significant change in the other key financial ratios, as applicable to the Company.

CAUTIONARY STATEMENT

The statements that are not historical facts presented in the Annual Report about Company are forward looking statements. These statements reflect the assumptions, views and expectations based on current market dynamics and future outlook. There might be deviations in expectations from those expressed in the Annual Report. It should not be assumed that the statements will be changed if there is new information or subsequent developments.