To the Members,
The Board has the pleasure in presenting the 32nd Annual Report and the Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31, 2026.
1. BACKGROUND
The Company was originally incorporated on November 09, 1993, under the Companies Act, 1956, as a Private Limited Company under the name Devipura Balaji Securities & Investments Private Limited. Subsequently, the Company was converted into a Public Limited Company and renamed Devipura Balaji Securities & Investments Limited.
In pursuit of strategic expansion, the Company acquired K. K. Financial Services Private Limited on September 13, 2013, with the objective of undertaking the business of a non-banking financial institution (NBFC) without accepting public deposits. Following the said acquisition, the Company applied for a change of name and was granted a Certificate of Registration by the Registrar of Companies, Mumbai, changing its name to Purple Finance Limited, effective January 06, 2014.
In a significant development, the Honble National Company Law Tribunal (NCLT), Mumbai Bench, approved the Scheme of Merger by Absorption for the merger of Canopy Finance Limited with Purple Finance Limited on February 15, 2024. This merger marks an important milestone in the Companys growth trajectory and enhances its operational footprint.
Pursuant to the successful completion of the merger and in line with its strategic vision, the Company achieved a major capital markets milestone by getting listed on BSE Limited (BSE) effective June 14, 2024, and on The Calcutta Stock Exchange Limited (CSE) effective June 18, 2024 [hereinafter collectively referred to as the "Stock Exchange(s)"]. The Company then got delisted from CSE effective July 25, 2025. The Company obtained a Corporate Agent License from the Insurance Regulatory and Development Authority of India (IRDAI) in June, 2025 to carry on corporate agency business in compliance with the applicableprovisionsoflaw,marking significantmilestone in the Companys growth and expansion initiatives.
As part of our unwavering commitment to maintaining the highest standards of corporate governance, the Company has complied with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company ensures timely, accurate, and transparent disclosures to the Stock Exchange(s) and to our esteemed Shareholders. We remain resolute in our efforts to uphold all applicable SEBI Regulations and to foster investor confidence through proactive and responsible communication.
2. NATURE OF THE COMPANYS BUSINESS
The Company is registered with the Reserve Bank of India (RBI) as a Non-Systemically Important Non-Deposit Taking Non-Banking Financial Company categorized as an Investment and Credit Company (NBFC -ICC). It is engaged in the business of providing secured loans to micro and small enterprises.
These loans are typically extended for purposes such as:
Business expansion,
Purchase of assets,
Construction or renovation of business or residential premises, and
Meeting working capital requirements.
The Companys lending model is financialinclusion by catering to the funding needs of focused promoting underserved yet creditworthy small business owners.
The Companys operations are built on three core pillars that form the foundation of its business strategy and execution:
a. Differentiated Market Entry and Operational Strategy:
The Company adopted a focused approach by entering the market with a single, well-defined product. This deliberate strategy enabled a faster understanding of customer needs and streamlined operational processes. As a result, the Company has successfully established a presence across seven key states in India Maharashtra, Gujarat, Madhya Pradesh, Chhattisgarh, Odisha, Rajasthan and Uttar Pradesh- laying the groundwork for deeper market penetration and scalable expansion.
b. Technology as an Enabler of Lean and Agile Operations:
The Company has embraced technologytoenhanceoperationalefficiency and customer experience. The customer on-boarding process is fully digitalized, enabling a decisive loan approval or rejection ("go/no-go") within five hours. This agile decision-making, supported by a user-friendly interface, ensures timely and seamless service delivery to customers. The Company is also in the process of implementing a LOS ( Loan Origination System) which is proprietary and developed inhouse using agile and cutting edge technology and process.
c. Robust Risk Management and Governance for Long-Term Sustainability:
The Company has established a comprehensive risk and governance framework to support sustainable and profitable growth. A clearly defined organizational structure ensures effective planning, monitoring, and execution of daily operations, while also embedding strong risk oversight across all functional levels.
3. FINANCIAL RESULTS
The performance of the Company for the Financial Year ended March 31, 2026 is summarized below:
(Rs. in lacs)
| Particulars | 2025-26 | 2024-25 |
| Revenue from Operations | 4764.79 | 1472.00 |
| Other Income | 18.71 | 13.00 |
| Total Income | 4783.50 | 1485.00 |
| Less: Expenditure | 5696.30 | 3537.30 |
| Profit / (loss) before exceptional and extraordinary items & tax | (912.80) | (2052.30) |
| Less: Exceptional items | - | - |
| Profit/ (loss) before Tax | (912.80) | (2052.30) |
| Current Tax | - | - |
| Deferred Tax | (268.70) | (497.48) |
| Provision for Income Tax | - | - |
| Profit / (loss) after Tax | (644.10) | (1554.82) |
| Earnings Per Share (of Rs. 10/- each) | ||
| Basic & Diluted | (1.20) | (4.02) |
The Companys revenue from operations has increased from Rs. 1472.00 Lakhs for the F.Y. 2024-25 to Rs. 4764.79 Lakhs for the F.Y. 2025-26. During the year under review, the Company has incurred a loss of Rs. 644.10 Lakhs against the loss of Rs. 1554.82 Lakhs for the Previous Year.
During the year under review, the Company continued to operate in an investment-led phase, which has resulted into loss in the first half of the year while Company has made profits in the second half of the Financial Year. Our investments in technology, talent, and customer acquisition are already yielding results, in stronger borrower retention, improved portfolio quality, greater operational scalability and profitability.
We remain confident that these initiatives will yield significant long-term value for our Stakeholders and contribute meaningfully to the Companys mission and financial health.
4. SHARE CAPITAL
During the year under review: a. The Authorised Share Capital was increased from Rs. 55,60,00,000/- (Rupees Fifty-Five Crores Sixty Lacs Only) divided into 5,56,00,000 (Five Crores Fifty-Six Lac) Equity Shares of Rs. 10/- (Rupees Ten Only) to Rs. 60,00,00,000/- (Rupees Sixty Crores Only) divided into 6,00,00,000 (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) each on June 12, 2025.
b. The Authorised Share Capital of the Company was further increased from Rs 60,00,00,000/- (Rupees Sixty Crores Only) divided into 6,00,00,000 (Six Crore) Equity Shares of Rs. 10/- (Rupees Ten Only) to Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each on November 27, 2025.
c. Further, the Authorised Share Capital of the Company was increased from Rs. 70,00,00,000/- (Rupees Seventy Crores only) divided into 7,00,00,000 (Seven Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 82,60,00,000/- (Rupees Eighty-Two Crores Sixty Lacs only) divided into 8,26,00,000 (Eight Crores Twenty Six Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each on March 08, 2026.
d. The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2026 was Rs. 58,92,42,120/- (Rupees Fifty-Eight Crores Ninety Two Lacs Forty-Two Thousand One Hundred and Twenty Only) divided into 5,89,24,212 (Five Crores Eighty Nine Lacs Twenty Four Thousand Two Hundred and Twelve) Equity Shares at a face value of Rs. 10/- (Rupees Ten Only) each fully paid up. The Shareholders of the Company consist of Individuals and Body Corporates.
e. During the year under review, the Paid-up Share Capital of the Company has increased from Rs. 44,81,99,390/- to Rs. 58,92,42,120/- pursuant to
i) issue and allotment of 96,04,273 Fully Paid up Equity Shares having face value of Rs.10/- each at a price of Rs. 42/- per Rights Equity Share (including a premium of Rs. 32/- per Right Equity Share) on June 18, 2025 and ii) Conversion of 45,00,000 Equity Share Warrants into equivalent number of Equity Shares having face value of Rs.10/- each at an issue price of Rs. 39/- each on February 25, 2026.
5. DIVIDEND
As the Company has made a loss in the Financial Year, the Board of Directors have not recommended any dividend for the year.
6. RESERVE
The Board of Directors of the Company have decided not to transfer any amount to the reserves for the Financial Year due to the loss incurred by the Company during the year.
7. REVIEW OF OPERATIONS OF THE COMPANY
As on March 31, 2026, the Company was operating through a network of 46 (Forty Six) branches across Maharashtra, Gujarat, Madhya Pradesh, Uttar Pradesh, Odisha, Rajasthan and Chhattisgarh enabling a strong and growing presence in its chosen geographies. The Company focuses on providing small-ticket loans backed by self-occupied residential or commercial properties, addressing the credit needs of borrowers with limited access to formal financial services.
As on March 31, 2026 the Company has on boarded approximately 4200 retail customers and employed 462 personnel. The Company continues to leverage technology as a key enabler across its operations. By partnering with third-party technology providers, the Company has implemented advanced platforms for customer onboarding, credit underwriting, and loan disbursement. These systems are fully operational and have enhanced the Companys speed to market, agility in customer acquisition and overall portfolio monitoring capabilities.
The technology infrastructure is built with robust cyber security measures and controls to safeguard customer data and ensure operational resilience. In parallel, the Company has adopted a Human Resource Management Software (HRMS) to effectively monitor, engage, and support its employees across the branch network.
To ensure the integrity of its lending operations, the Company has established strong risk management practices and fraud control frameworks aimed at minimizing credit and operational risks.
As on March 31, 2026, the Company has AUM of Rs. 24,901.13 lakhs and recognized Rs. 369.22 lakhs as Gross Stage III including Loss Assets and Rs. 280.18 lakhs Net Stage III including loss Assets which remains outstanding as on the date of this report. The Company is actively pursuing recovery of the outstanding dues.
The Company remains committed to upholding the highest standards of corporate governance through well-defined internal policies, compliance practices, and ethical conduct across all levels of the organization.
8. CHANGE IN THE NATURE OF BUSINESS
The Company confirms that there has been no change in its business activities during the Financial Year. The operations have remained aligned with the objectives set forth in the Companys Memorandum of Association.
9. RISK MANAGEMENT
In todays dynamic and highly competitive business environment, having a well-defined risk mitigation strategy is critical to achieving the Companys growth objectives. The Company acknowledges that risk is an inherent component of any business activity and remains committed to managing risks in a proactive, structured, and efficient manner.
To this end, the Company has implemented a comprehensive Risk Management System, supported by a framework of clearly articulated policies and robust internal monitoring mechanisms. This framework is designed to ensure long-term business sustainability, operational stability, and timely identification and mitigation of risks across all functional areas.
The Risk Management framework promotes a culture of proactive risk awareness and accountability. It enables the Company to evaluate potential risks in a timely manner and to implement appropriate mitigation strategies. The objective is to establish a structured and disciplined approach to risk identification, assessment, monitoring, and resolution, thereby supporting informed decision-making at all levels.
Through this integrated risk management approach, the Company seeks to safeguard stakeholders interests and strengthen its ability to respond to emerging challenges while continuing on its path of sustainable growth.
RISKS & CONCERNS:
The Company acknowledges that risk is an inherent component of any business activity and remains committed to managing risks in a proactive, structured, and efficient manner.
The Company is exposed to specific risks that are intrinsic to its business model and the broader environment in which it operates. These include:
Market Risk: The Company does not invest in market instruments therefore has limited exposure to market risk.
Credit Risk: Credit risk arises from the potential default or failure of borrowers to meet their financial obligations, including the repayment of principal and interest. It represents a key area of focus for the Company, as non-recovery of loans can lead to financial loss and impact overall portfolio quality. The Company has instituted a robust credit appraisal and approval process with appropriate risk oversight mechanisms. Client selection is governed by well-defined criteria, and each borrowers repayment capability is rigorously assessed. A significant portion of the Companys loan book is secured against self-occupied residential or commercial properties. These assets are independently valued, and a conservative Loan-to-Value (LTV) ratio is maintained, thereby significantly mitigating the risk of non-recoverability in the event of a default. To proactively monitor credit quality and identify early signs of portfolio stress, the Company proposes to implement advanced analytical tools including portfolio analytics, bounce rate analysis, month-on-book analysis, early vintage performance tracking, and net flow forward analysis. These indicators will enable the Company to detect adverse trends in a timely manner. Findings from these analytics will be periodically reviewed by the senior management and the Risk Management Committee. Where necessary, corrective actions will be undertaken to safeguard asset quality and maintain a stable risk profile.
Liquidity and Interest Rate Risk: The Company is exposed to liquidity risk primarily due to the potential mismatch between the maturity profiles of its lending This risk arises when the Company is unable to meet its short-term financial obligations due to an imbalance in cash inflows and outflows. To manage liquidity risk effectively, the Company adopts a prudent approach resource management, including ensuring that funding sources are well-aligned with the maturity profiles of loans and investments. The Company also maintains a balance between short-term and long-term funding to ensure liquidity requirements are met without compromising on business growth. Furthermore, the Company through its Asset Liability Management Committee continually assesses its cash flow needs and adjusts its financing strategies to ensure stability and raises resources at a fixed rate and ensures that there is no basis risk. However, there is a risk of re-pricing of funds raised as they are of short tenure and the margin getting squeezed.
Regulatory Risk: As a financial services entity, the Company is subject to stringent regulations imposed by various Indian governmental authorities, including the Reserve Bank of India (RBI). These regulations include, but are not limited to, asset classification,capital adequacy requirements, solvency standards, and liquidity norms, all of which govern the Companys operations and financial stability. Changes in the regulatory environment or in the enforcement of existing laws could have a material impact on the Companys performance. The Company is vigilant about potential shifts in the regulatory landscape, as such changes could affect its ability to comply adjustments in its operational strategy. It is important to note withprescribedrequirementsorrequiresignificant that the entire financial services sector is sensitive to such regulatory risks. Any adverse regulatory changes or increased enforcement would not be isolated to the Company but could affect all industry players, thereby influencing market conditions, business practices, and financial results across the sector.
Macro-economic Risk: The Companys growth is subject to external macroeconomic conditions, including unfavorable economic environments, political instability, and changes in government policies. A slowdown in the Indian economy, particularly in the financing and lending sector, operations and performance. While the Company acknowledges that such macroeconomic challenges may impact its growth trajectory, it also recognizes that the rural economy, which forms a significant part of its market, remains resilient.
Operational Risk: The Company is exposed to various operational risks arising from factors such as human error, internal controls, processes, technology, . These risks can infrastructure, and other external influences impact the Companys ability to deliver services efficiently and effectively, thereby performance. To mitigate these operational risks, the Company has implemented a maker-checker rule across all key processes, ensuring that all actions are subject to dual verification for accuracy and compliance. In addition, the Risk Management Committee closely monitors operational processes to identify and address potential risks in a timely manner. The Company is committed to continuously strengthening its risk management framework, internal controls, and portfolio quality. By doing so, it aimstoenhanceoperationalefficiency, reduce the likelihood of errors, and build a stable and resilient business franchise.
Access to capital and funding, both in the short term and long term, as well as managing asset-liability mismatches, are key challenges faced by all players in the Non-Banking Financial Company (NBFC) sector, regardless of their size. Managing growth while maintaining asset quality is another ongoing challenge that impacts the sector as a whole.
Your Company is no exception to these challenges. However, we continue to address them through a strong focus on investment in people, processes, technology, and systems. Our approach includes robust credit underwriting processes, early warning checks, and comprehensive portfolio analytics to minimize portfolio delinquency and ensure asset quality remains intact.
These ongoing efforts are aimed at maintaining a balance between growth and risk mitigation, ensuring that the Company remains on a sustainable growth path without compromising financial stability or customer trust.
10. INTERNAL FINANCIAL CONTROLS:
The Management has established a comprehensive set of standards, processes, and organizational structures to implement effective internal financial controls across the Company, particularly with respect to the preparation and accuracy of financial statements. These controls are designed to be adequate and are operating effectively to ensure transparency, compliance, and operational efficiency.
The Company has developed and maintained a system of internal financial controls that is commensurate with the nature and size of its business operations. This system is intended to meet the following objectives:
Ensuring the effectiveness and efficiency of operations, minimizing risks and optimizing performance.
Efficient use and safeguarding of resources, protecting the Companys assets and ensuring that they are used appropriately.
Ensuring compliance with internal policies, procedures, and applicable laws and regulations, thereby reducing regulatory and legal risks.
Accurate and timely recording and reporting of transactions, ensuring the integrity and reliability of financial information.
Monitoring expenditures and operations against budgeted amounts, with a budgetary control system that allows for ongoing review and timely corrective action if required.
Through these measures, the Company ensures that its financialoperations are conducted with the highest standards of integrity, control, and transparency, providing a strong foundation for sustainable growth and risk management.
11. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 for CSR are not applicable to the Company for the FY 2025-26.
12. COMPLIANCE
The Company is registered with the Reserve Bank of India (RBI) as a Non- Deposit taking Non-Banking Financial Company (NBFC) under the category of NBFC-ND-NSI, classified as an ICC (Investment and Credit Company has consistently complied with all applicable laws, rules, circulars, and regulations governing its operations. This includes adherence to the Reserve Bank of India (Non-Banking Financial Companies Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 ("RBI Master Directions"), as amended from time to time.
As per the RBI Master Directions, the Company is categorized as a Base Layer NBFC and fully complies with the prescribed norms for such entities. This includes meeting the regulatory requirements set forth by the RBI for capital adequacy, asset classification, and other prudential norms to ensure sound financial health and operational sustainability.
The Company remains committed to maintaining the highest standards of regulatory compliance and continuously monitors developments in RBI regulations to ensure ongoing adherence.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.
14. DIRECTORS
The Board of the Company has been duly constituted in accordance with the provisions of the Companies Act, 2013. At the end of the Financial Year, the Company comprises of the following Directors:
| Sr. No. | Name | Designation | DIN |
| 1 | Mr. Amitabh Chaturvedi | Executive Director | 00057441 |
| 2 | Mr. Rajeev Deoras* | Executive Director | 02879519 |
| 3 | Mr. Sabyasachi Rath* | Executive Director and CEO | 07899850 |
| 4 | Mrs. Minal Amitabh Chaturvedi | Non-Executive Director | 05315800 |
| 5 | Mr. Sandeep Jindal* | Non-Executive Director | 00402046 |
| 6 | Mr. Ajay Kumar Pandey | Independent Director | 00065622 |
| 7 | Ms. Sumeet Sandhu | Independent Director | 10119062 |
| 8 | Mr. Amit Sonawala | Independent Director | 01790348 |
| 9 | Mr. Rajan Chandrakant Bhat* | Independent Director | 02467868 |
*Mr. Rajan Chandrakant Bhat (DIN: 02467868) was appointed as the Independent Director of the Company with effect from April 09, 2025. Mr. Sabyasachi Rath (DIN: 07899850) was appointed as the Executive Director of the Company with effect from July 21, 2025. Mr. Sandeep Jindal (DIN: 00402046) was appointed as the Non Executive Director of the Company with effect from November 17, 2025. Mr. Rajeev Deoras (DIN: 02879519) resigned from the post of the Executive Director with effect from November 17, 2025 and was re-designated as the President of the Company.
Based on the confirmations received from Directors, none of the Directors are disqualified the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR Regulations).
In compliance with Companies Act, 2013 and pursuant to the Articles of Association of the Company, Mrs. Minal Amitabh Chaturvedi, Non- Executive Director retires by rotation and being eligible has offered herself for re-appointment. The Board recommends the same for the approval of the Shareholders.
The necessary resolution for re-appointment of Mrs. Minal Amitabh Chaturvedi forms part of the Notice convening the Annual General Meeting. The profile and particulars of experience that qualify Mrs. Minal Amitabh Chaturvedi for Board membership, are disclosed in the said Notice.
15. NUMBER OF MEETINGS OF BOARD
The Board of Directors of the Company meets at regular intervals to review and discuss the Companys business policy, strategy, and other key matters concerning its operations. In addition to the strategic discussions, the Board ensures strong operational oversight through regular presentations and updates in its quarterly meetings.
To facilitate effective participation and preparation, all Board and Committee meetings are pre-scheduled well in advance, allowing Directors to plan their schedules accordingly. In cases of special or urgent business, the Boards or Committees approval is obtained through resolutions passed by circulation, or by calling meetings at short notice, as permitted by law.
The agenda for each Board and Committee meeting is comprehensive and includes detailed notes on the items to be discussed, enabling Directors to make well-informed decisions during the meetings.
During the Financial Year 2025-26, the Board of Directors met 10 (Ten) times, and the gap between meetings did not exceed 120 days, in compliance with the relevant provisions of the Companies Act, 2013, and the rules made thereunder. The details of the Board Meetings, along with the attendance of Directors, can be found in the Corporate Governance Report, which forms part of this Annual Report.
16. COMMITTEES OF THE BOARD:
As required under the Act, the SEBI LODR Regulations and RBI Master Directions, the Company has constituted the following statutory committees: 1) Audit Committee 2) Nomination and Remuneration Committee 3) Stakeholders Relationship Committee. The Company also has certain non-mandatory committees viz. Finance Committee and Those Charged with Governance Committee. Details of all the statutory committees such as terms of reference, composition and Meetings held during the year under review are provided in the Report on Corporate Governance which forms part of this Annual Report.
In addition to the above, the Company has Committee of executives viz. Management Committee, Information Technology (IT) Committee, Human Resource (HR) Executive Committee, Risk Management Committee, Asset Liability Management Committee, Operations Management Committee to review specific other items that the Board may decide to delegate.
17. EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In accordance with the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by the SEBI LODR Regulations, the Board of Directors has conducted its annual evaluation of the performance of the Board, its Committees, and Individual Directors. The evaluation process involved seeking inputs from all Directors and Committee Members, as applicable, to ensure a comprehensive and fair assessment.
The criteria for the evaluation process were developed in consultation with and as approved by the Nomination and
Remuneration Committee. The evaluation of the Board as a whole was based on key parameters such as:
Board Structure;
Board Meetings and Frequency;
Board Functions and Effectiveness;
Board and Management Interaction.
The evaluation of Individual Directors focused on factors including:
Knowledge and Competency;
Fulfillment of Roles and Responsibilities;
Ability to Collaborate and Function as Part of a Team.
For Board Committees, the evaluation covered areas including:
Mandate and Composition;
Effectiveness and Contribution of the Committee;
Committee Structure and Meeting Frequency.
In the opinion of the Board, the Independent Directors possess integrity and bring a wealth of relevant expertise and experience to the Company, including their proficiency in corporate governance, strategy, risk management, and compliance.
18. MEETING OF INDEPENDENT DIRECTORS:
A separate meeting of the Independent Directors without the presence of the Chairman, the CEO or other Non-Independent Director(s) or any other Management Personnel was held on Tuesday, March 24, 2026.
The Independent Directors of the Company conducted a thorough review of the performance of the Non-Independent Directors, the Committees of the Board, and the Board as a whole. This evaluation also included an assessment of the performance of the Chairman of the Company.
Additionally, the Independent Directors assessed the quality, quantity, and timeliness of the flow of information between the Management and the Board, ensuring that the necessary information is provided to enable the Board to effectively and reasonably discharge its duties.
This review process ensures that the Board operates in a transparent, accountable, and effective manner, fostering strong governance practices and informed decision-making at all levels.
A separate Meeting of Committee of Independent Directors was held on February 06, 2026 pursuant to the provisions of Section 166A of Securities and Exchange Board if India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
19. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY
In accordance with the applicable provisions, the Board of Directors have adopted a Nomination and Remuneration Policy ("NRC Policy").
The NRC Policy plays a crucial role in developing the competency requirements of the Board, based on the Companys industry, strategy, and long-term objectives. The Committee recommends the reconstitution of the Board, as and when necessary, to ensure alignment with the Companys evolving needs.
In line with its responsibilities, the NRC Policy also emphasizes the importance of appointing Directors who have an exemplary personal and professional reputation. The Committee conducts thorough reference checks and due diligence on all potential Directors before recommending them to the Board for appointment. Additionally, the NRC Policy ensures that new Directors are well-acquainted with the operations of the Company and strives to provide relevant training to keep them informed about the Companys strategies, operations, and governance frameworks.
Furthermore, the NRC Policy extends to the Directors, Key Managerial Personnel (KMPs), and all other employees of the Company. The policy is aligned with the Companys broader commitment to fostering a culture of leadership built on trust, accountability, and performance. It aims to ensure that the compensation levels for Directors, KMPs, and all employees are fair, reasonable, and competitive, enabling the Company to attract, retain, and motivate top talent necessary for its success.
The salient features of the Remuneration Policy, inter alia, include:
Independent Directors and Non-Executive Directors: Remuneration, in the form of sitting fees and commission, is paid to Independent Directors and Non-Independent Non-Executive Directors in accordance with the provisions of the Companies Act, 2013 and as approved by the Nomination and Remuneration Committee (NRC) and the Board.
Executive Directors, KMPs, and Employees: Remuneration to Executive Directors, Key Managerial Personnel (KMPs), and all other employees is designed to bereasonableandsufficient to attract, retain, and motivate competent individuals for key roles. The remuneration structure is aligned with industry standards and comprises a defined mix of fixed and performance-linked components.
Remuneration for Professional Services: No additional remuneration is payable to Directors for services rendered in any other capacity unless such services are of a professional nature, and the NRC/Board is satisfied that the concerned Director possesses the requisite qualification. Where required, prior approval from the Central Government is obtained for such payments.
In addition to the above, the Company has adopted a Fit and Proper Policy in accordance with the Reserve Bank of India (Non-Banking Financial Companies Governance) Directions, 2025, for evaluating the fit and proper status of Directors at the time of their appointment and on a continuing basis. This policy ensures that Directors meet the prescribed integrity, competence, and financial soundness criteria, thereby reinforcing prudent governance practices.
The NRC Policy is available on the website of the Company at https://www.purplefinance.in/policies/.
20. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Your Company is committed to upholding the highest standards of corporate governance, which is integral to sustaining long-term stakeholder trust and value creation. In line with this commitment, the Company has adopted a comprehensive Corporate Governance Code, which sets out detailed guidelines and governance practices to be followed in the decision-making processes across the organization.
We consider it our fundamental responsibility to ensure timely and accurate disclosure of information relating to the
Companys operations, financial performance, leadership, and governance framework. Transparency, accountability, and ethical business conduct are the cornerstones of our governance philosophy.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following have been provided as part of this Annual Report:
Management Discussion and Analysis Report; and
Corporate Governance Report.
In addition, a Certificate from Abhilasha Chaudhary & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI LODR Regulations, is annexed to this Report.
21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The provisions of Regulation 34(2)(f) of the SEBI LODR Regulations are not applicable to the Company.
22. PERFORMANCE BASED VARIABLE PAYMENTS:
In accordance with the resolution passed by the Shareholders of the Company at the Annual General Meeting held on September 17, 2022, the Company is authorized to make performance-based variable payments to Mr. Amitabh Chaturvedi, Executive Director and Executive Chairman of the Company, upon the achievement of certain key performance milestones by the Company. These milestones include:
Net Worth reaching Rs. 800 Crores;
Gross Advances reaching Rs. 2,500 Crores; and
Profit Before Tax (PBT) reaching Rs. 100 Crores.
The variable compensation payable is linked to the market performanceoftheCompanysequityshares.Specifically, the variable pay shall be computed as the difference between the last traded price of the Companys equity shares in the immediate preceding financial year and a base price of Rs. 33/-, multiplied by 8,00,000 equity shares allocated for this purpose.
The total amount thus determined shall be disbursed in three equal annual installments, subject to a maximum limit of Rs. 10 Crores per installment.
Additionally, in line with the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 29, 2024 has approved that an incentive of 25,00,000 (Rupees Twenty-Five Lakh Only) is payable to Mr. Amitabh Chaturvedi upon successful completion of fund raising of 80 crore, in recognition of his contribution, as he is not eligible for ESOPs which was duly paid on July 31, 2025.
Furthermore, the Company had allocated 1,00,000 ESOPs each to Mr. Rajeev Deoras, Executive Director and Mr. Sabysachi Rath, Chief Executive Officer on February 29, 2024. However, pursuant to the Order dated February 15, 2024, passed by the Honble National Company Law Tribunal (NCLT), Mumbai Bench, approving the Scheme of Merger by Absorption of Canopy Finance Limited by Purple Finance Limited ("Reverse Merger"), all existing shareholders, excluding AIFs, were reclassified under the Promoter Group, including Mr. Rajeev Deoras and Mr. Sabyasachi Rath. As per the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, members of the Promoter Group are not eligible to receive ESOPs. Consequently, the grant of ESOPs to Mr. Deoras and Mr. Rath was cancelled, as noted in the NRC meeting held on October 25, 2024. In recognition of Mr. Rajeev Deoras and Mr. Sabyasachi Raths significant contributions to the Companys growth, and in line with the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on April 21, 2025 , had approved a cash compensation equivalent to the value of the cancelled ESOPs, amounting to 48,73,000/- each. This value was computed based on 1,00,000 shares, multiplied by the last closing price of 48.73 as on April 17, 2025 (Thursday), totaling 48,73,000/- each. The compensation will be disbursed in three equal annual instalments as follows: 16,24,000/- each post completion of the proposed Rights Issue, 16,24,000/- each one year from the first instalment, and 16,24,000/- each two years from the first instalment. The same was approved by the Shareholders at their Meeting held on June 12, 16,24,000/- each has been paid to Mr. Rajeev Deoras and Mr. Sabyasachi Rath on July 31, 2025.
23. DECLARATION OF INDEPENDENCE
The Company has received the declarations from all the Independent Directors as per Section 149(7) of the Act and Regulation 16 (1) (b) of the SEBI LODR Regulations and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16 (1) (b) of the SEBI LODR Regulations. Further, declaration on compliancewithRule6(3)oftheCompanies(AppointmentandQualification of Directors) Rules, 2014, as amendedbyMinistryofCorporateAffairs("MCA")videitsNotificationdated October 22, 2019, regarding the requirement relating to enrollment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiencyin terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
The Board, after due review and evaluation, is of the opinion that all Independent Directors consistently demonstrate integrity, expertise, and experience, and are significantly contributing to the governance of the Company.
24. DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company and the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
a. In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures; b. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for that period; c. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. They have prepared the Annual Accounts for the Financial Year ended March 31, 2026 on a going concern basis; e. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively; f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors, and Secretarial Auditors, and the reviews conducted by the Management and the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the Financial Year 2025-26.
25. KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel ("KMP") of the Company as on March 31, 2026,
Mr. Sabyasachi Rath, Executive Director and Chief Executive Officer
Ms. Meghana Lale, Chief Financial Officer
Ms. Ruchi Nishar, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) and (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR Regulations, the Company has established a Vigil Mechanism for its Directors and Employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy, the mechanism for reporting of ethical concerns and it provides for adequate safeguards against victimization of persons who use it. The Policy is available on the website of the Company https:// www.purplefinance.in/policies/.
27. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A Prevention of Sexual Harassment Policy, which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the POSH Act"), is in place.
During FY 2025-26, under the provisions of the Prevention of Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Internal Complaints Committee (ICC) had received a complaint on January 16, 2026 under the Prevention of Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and conducted an enquiry in line with the POSH Act and Company policy, with all parties duly heard. Based on the review, the allegations were not substantiated, with no corroborative evidence or establishment of conduct meeting the criteria under the POSH Act, 2013. The complaint was hence disposed off by the ICC.
The complaint received, disposed and pending, pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, are as follows:
| Particulars | Details |
| Number of complaints pending at the beginning of the financial year | 0 |
| Number of complaints received during the financial year | 1 |
| Number of complaints resolved during the financial year | 1 |
| Number of complaints pending at the end of the financial year | 0 |
28. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
Pursuant to the applicable provisions of law, the Company hereby confirms that it has complied with all relevant provisions of the Maternity Benefit Act, 1961, during the year under review. The Company ensures that all eligible women employees are extended maternity benefits in accordance with the provisions of the Act, including paid maternity leave, nursing breaks, and creche facilities (where applicable). The Company continues to uphold a supportive and inclusive work environment for its women employees.
29. STATUTORY AUDITORS
M/s. Jogin Raval & Associates, Chartered Accountants (FRN: 128586W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on May 15, 2023 of the Company to hold office till the conclusion of the Annual General Meeting of the Company for the Financial Year 2027-28. M/s. Jogin Raval & Associates, Chartered Accountants have provided the financial statements of the Company for the Financial Year 2025-26 which forms part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the Financial Year 2025-26 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
30. COMMENTS OF THE BOARD OF DIRECTORS ON QUALIFICATIONS, RESERVATIONS MADE BY THE STATUTORY AUDITORS
The Auditor report is self-explanatory and there is no observation, qualification or adverse remarks or disclaimer made by the Auditor in their report.
31. COST AUDITOR
The provisions relating to maintenance of cost records and appointment of a Cost Auditor under Section 148 of the
Act read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company for the Financial Year 2025-26..
32. COMMENTS OF THE BOARD OF DIRECTORS ON QUALIFICATIONS, RESERVATIONS MADE BY THE SECRETARIAL AUDITORS
In terms of Section 204 of the Act and Rules made there under, Abhilasha Chaudhary and Associates, Practicing Company Secretaries, have been appointed as the Secretarial Auditor of the Company. The report of the Secretarial Auditor for the Financial Year 2025-26 is enclosed as Annexure IV to this report.
The report is self-explanatory, and wherever there are qualifications or adverse remarks, the management has provided suitable explanations and responses.
Observations of Secretarial Auditor along with Management Response:
During the audit period, it was observed that BSE Limited had imposed a Standard Operating Procedure (SOP) fine amounting to Rs. 11,800/- (Rupees Eleven Thousand Eight Hundred Only) (including taxes) on the Company for delay in submission/intimation of the record date pertaining to interest payment in respect of Secured Debentures, in terms of Regulation 60(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Management has represented that the Company had subsequently complied with the requirements of Regulation 60(2) of SEBI (LODR) Regulations, 2015 by submitting the requisite intimation of record date on January 22, 2026. Further, the Company has paid the SOP fine of Rs. 11,800/- (Rupees Eleven Thousand Eight Hundred Only) levied by BSE Limited on March 05, 2026 vide UTR No. IDFB606469251732 and had also disclosed the same to the stakeholders under Regulation 30 of SEBI (LODR) Regulations, 2015. This was an inadvertent error on the part of the Company. The Company has implemented systems and controls to ensure that such an error does not recur.
During the audit period, it was observed that BSE Limited had imposed an SOP fine of Rs. 11,800/- (Rupees Eleven Thousand Eight Hundred Only) (including taxes) on the Company for non-compliance with Regulation 44(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
This was an inadvertent error on the part of the Company. The Company has implemented systems and controls to ensure that such an error does not recur. The Management has represented that the aforesaid SOP fine was duly paid by the Company on July 16, 2025. Further, the Management informed that necessary steps have been taken to ensure timely compliance with the applicable provisions of SEBI LODR Regulations in future.
Further, the Company has received certificate of Non- Disqualification of Directors from Abhilasha Chaudhary & Associates, Company Secretaries. The same is enclosed as Annexure V to this report.
33. INFORMATION ON MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
The Company has issued and allotted 500 Subordinated, Unsecured, Rated, Listed, Redeemable, Transferable, INR Denominated Non-Convertible Debentures having face value of INR 1,00,000 each aggregating to INR 5 Crores on April 06, 2026.
The Company has issued and allotted 20,000 Senior, Secured, Rated, Listed, Redeemable, Transferrable, INR Denominated Non Convertible Debentures having face value of INR 10,000 each aggregating to INR 20 Crores on April 28, 2026.
There have been no material changes or commitments that could affect the financial the end of the Financial Year to which the Financial Statements relate and the date of this report.
34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
and material orders passed by Duringtheyearunderreview,therewerenosignificant the Regulators or Courts or
Tribunals impacting the going concern status and the Companys operations in future.
35. VOLUNTARY DELISTING OF EQUITY SHARES FROM THE CALCUTTA STOCK EXCHANGE LIMITED
In compliance with SEBI (Delisting of Equity Shares) Regulations, 2021, the Board of Directors in their Meeting held on October 25, 2024 have approved the voluntary delisting of the Equity Shares of the Company from CSE. The same was approved by CSE with effect from July 25, 2025.
36. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All contracts or arrangements or transactions entered by the Company with the Related Parties during the Financial
Year were in compliance with the applicable provisions of the Act and the SEBI LODR Regulations. All such contracts or arrangements, were entered into in the ordinary course of business and at arms length basis and approved by the Audit Committee.
The Related Party Transactions policy is available at the website of the Company at https://www.purplefinance.in/ policies/.
37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO
Conservation of energy, technology absorption is not applicable as the Company is not engaged in the manufacturing activity. No foreign exchange was earned during the period.
38. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in the year under review.
39. REPORTING OF FRAUDS
There were no instances of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or the Board under Section 143(12) of the Act and the rules made thereunder.
40. ANNUAL RETURN
In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the companies are required to publish a copy of the Annual Return on its website. The Extract of Annual Return is available on our website www.purplefinance.in.
41. RBI GUIDELINES
The Company is registered with Reserve Bank of India ("RBI"), as a non-deposit taking NBFC ("NBFC-ND-NSI") categorized as an Investment and Credit Company (NBFC- ICC) under Section 45-IA of the RBI Act, 1934. As per Non-Banking Finance Companies RBI Directions, 1998, the Directors hereby report that the Company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year.
42. POLICIES OF THE COMPANY
The Board of Directors has formulated the policies as per applicable laws which are available on website of the Company at www.purplefinance.in.
43. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries, Joint Ventures and associate Companies as on March 31, 2026.
44. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.
45. EMPLOYEE STOCK OPTION SCHEME:
The Company currently has implemented the "Purple Finance ESOP Scheme 2022" wherein Stock options are granted to the eligible employees and KMPs of the Company. The details of the Employee Stock Option Scheme as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as follows:
| Sr. No. Particulars | Purple Finance ESOP Scheme 2022 (for the F.Y. 2025-26) |
| 1 Options Granted | 4,86,000 |
| 2 Options Vested | 8,00,250 |
| 3 Options Exercised | - |
| 4 The total number of shares arising as a result of exercise of option | - |
| 5 Options Lapsed | 4,01,000 |
| 6 The exercise price | - |
| 7 Variation of terms of options | - |
| 8 Money realized by exercise of options | - |
| 9 Total number of options in force | 30,89,000 |
| 10 Employee wise details of options granted to | |
| a. Key Managerial Personnel* | 5000 |
| b. Any other employee who receives a grant of options in any one year of option | 3,05,000 |
| e percent or more of options granted during that year. fiv amountingto | |
| c. Identified Employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant; | - |
*KMP includes managerial personnel as per Companies Act, 2013 only.
Disclosure in compliance with the SEBI(ShareBasedEmployeeBenefitsand Sweat Equity) Regulations, 2021 is forming part of this annual report which is available on the website of the Company at the following link: www.purplefinance.in.
46. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
A. Information as per Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
| Sr. No. Requirement | Response |
| 1 The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year | Amitabh Chaturvedi: 1:65 Sabyasachi Rath: 1:24 |
| Amitabh Chaturvedi - 0% | |
| The percentage increase in remuneration of each director, Chief | Meghana Lale - 0% |
| 2 Financial Officer, Chief Executive Officer, Company Secretary or | |
| Manager, if any, in the financial year; | Sabyasachi Rath - 0% |
| Ruchi Nishar - 35% | |
| 3 The percentage increase in the median remuneration of employees in the financial year | -5.95% |
| 462 on-roll employees as on March | |
| 4 The number of permanent employees on the rolls of company; | 31, 2026 (excluding Directors) |
| 5 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point | 4.5% average percentile change made in the salaries of other than managerial personnel in the last financial comparison with 1.63% increase in the |
| 6out if there are any exceptional circumstances for increase in the managerial remuneration; the remuneration policy Affirmation of the company. | managerial remuneration. We hereby confirm that the remuneration is as per the remuneration policy of the Company. |
B. Information as per Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The statement containing particulars of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available at registered office of the Company. The said statement is open for inspection at the registered office of the Company. Any member interested in obtaining these particulars will be provided with the same, upon receipt of a written request delivered at the registered office of the Company.
47. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
During the year, no application were made or any proceeding were pending under the Insolvency and Bankruptcy Code,
2016
48. HUMAN RESOURCES
Your Company regards its human capital as one of its most valuable assets. We are committed to creating a work environment that fosters professional growth, innovation, and performance excellence. Accordingly, the Company continues to invest in talent acquisition, development, and retention through structured initiatives and employee engagement programs.
Recognizing that a capable and motivated workforce is fundamental to sustainable growth, the Company follows a philosophy of recruiting the most suitable talent for each role, empowering them with the necessary tools and authority to perform, and providing a conducive environment for learning and career progression.
A well-defined on boarding and induction process is in place, facilitated through a comprehensive Human Resource Management System (HRMS). This system ensures a seamless experience for new employees and supports the management of various HR functions digitally and efficiently
In addition to functional training, the Company also conducts quarterly regional training initiatives focused on employee soft skills development, personality enhancement, communication effectiveness, leadership capabilities, and fitness & wellness awareness. These programs are designed to promote employee well-being, teamwork, and overall professional development across locations.
The Company continues to undertake various employee engagement and wellness initiatives to foster a positive, collaborative, and performance-driven work culture.
The Company places strong emphasis on continuous learning and development. Regular training programs are conducted across various verticals such as customer service, credit underwriting, collections, business processes, and compliance, ensuring that employees are well-equipped to meet evolving business and regulatory requirements.
As on March 31, 2026, the Company had 462 permanent employees, all of whom play a pivotal role in achieving the organizations strategic goals.
49. GENERAL:
i) The Company had allotted 1,00,00,000 (One Crore) Equity Share Warrants of INR 39/- each on December 12, 2025, out of which 45,00,000 Warrants were converted into Equity Shares upon the request by the investor on February 25, 2026. ii) The Company had received the Letter of Intent from allottees with an intent to subscribe to the 1,26,00,000 Convertible Equity Share Warrants. The Board of Directors of the Company on February 06, 2026 had approved issuance of 1,26,00,000 Equity Shares Warrants to the identified investors which shall be allotted upon receipt of regulatory approvals. iii) The Company had received an Public Announcement for Open Offer of 1,76,48,152 Equity Shares on February 06, 2026 from Mark Corporate Advisors Private Limited on behalf of Acquirers viz. Allied Commodities Private Limited (Acquirer 1), Sandeep Jindal (Acquirer 2) and Intellect Stock Broking Limited (PAC1), Intellect Money Finvest Private Limited (PAC2), Amitabh Chaturvedi (PAC3), AC Enterprises Private Limited (PAC4). The Statutory Approvals for the same are in process.
iv) The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable. v) There are no instances of fraud reported by the Auditors under Section 143(12) during the Financial Year ended March 31, 2026. vi) The Company has not issued any shares with differential voting rights as per the Act. vii) There was no instance of onetime settlement with any Bank or Financial Institution. viii) The Company has not issued any sweat equity shares under the Act. ix) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014. x) The Company has not accepted any fixed deposits and no amount of principal or interest is outstanding during the year ended March 31, 2026.
50. ACKNOWLEDGEMENT
The Board of Directors places on record its sincere appreciation and gratitude to all lenders, business associates, shareholders, consultants, and various regulatory and government authorities for their continued trust, support, and guidance.
The Board also extends its heartfelt thanks to the executive team, employees, and staff of the Company for their dedicated efforts, commitment, and contribution throughout the year, which have been instrumental in driving the Companys progress and performance.
| Date: June 01, 2026 | |
| Place: Mumbai | |
| For and on behalf of the Board of Director/s | |
| PURPLE FINANCE LIMITED | |
| Amitabh Chaturvedi | Sabyasachi Rath |
| Executive Chairman | Executive Director and CEO |
| DIN: 00057441 | DIN: 07899850 |
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