One MobiKwik Systems Limited’s board of directors convened on May 22, 2026, to deliberate on strategic restructuring and regulatory compliance measures. Based on the Audit Committee's recommendations, the board approved several key proposals, including the sale of its Lending Services Provider (LSP) business and amendments to its Memorandum of Association (MOA). These decisions are contingent upon receiving the necessary approvals from the company's shareholders.

Alteration of Memorandum of Association

To comply with the Reserve Bank of India's (RBI) Master Directions on Payment Aggregators dated September 15, 2025, the board approved an amendment to the object clause of the MOA. This change aims to include the activity of operating as a Payment Aggregator – Physical Point of Sale. The company intends to apply for the Certificate of Authorisation from the RBI following this alteration.

Sale of LSP Business

The board sanctioned the slump sale of the company's LSP business, which forms part of its financial services division, to MobiKwik Distribution Services Private Limited (MDSPL). MDSPL is a wholly-owned subsidiary of the company and was formerly known as MobiKwik Credit Private Limited. The rationale for this transfer stems from a requirement by the RBI, where Mobikwik Financial Services Private Limited must transfer the LSP business to MDSPL as a pre-condition for obtaining a Certificate of Registration for NBFC Business.

Transaction Details

The LSP business contributed INR 2,613.75 million in revenue for FY 2025-2026, accounting for 22.70% of the company's standalone revenue. As of March 31, 2026, the net worth of this business stood at INR 952.21 million, representing 16.94% of the company's standalone net worth. The total consideration for the slump sale will be discharged by MDSPL through the issuance of Non-Convertible Debentures, based on the book value of assets and liabilities as of the appointed date.

The transaction is classified as a related party transaction but will be conducted at arm’s length, as the consideration is based on book value. The completion of the sale is expected by the end of the second quarter of FY 2026-27, subject to shareholder approval and customary conditions precedent. There will be no change in the shareholding pattern of the company as a result of this transaction.

Variation in IPO Proceeds

Furthermore, the board approved a variation in the objects and terms of utilization of the Initial Public Offering (IPO) proceeds, along with an extension of time limits for their utilization. The company stated that applicable disclosures regarding these changes will be made when the notice of the Postal Ballot is issued to seek shareholder approval for the aforementioned matters.

One MobiKwik Systems reported a landmark Q4 FY26, closing the financial year with back-to-back profitable quarters. The company's payments GMV hit an all-time high of INR 524 billion in Q4, marking a 58% year-over-year and 9% quarter-on-quarter improvement — the 13th consecutive quarter of record-high GMV. At the consolidated level, Q4 total income came in at INR 2,960 million, a 6% increase year-over-year, while EBITDA for the quarter stood at INR 174 million, reflecting a 5.9% margin and a INR 632 million year-over-year swing. The reported PAT for Q4 was INR 44 million, which includes a INR 37.6 million one-time exceptional charge related to changes in the Labor Wage Code; excluding this item, underlying PAT would have been INR 81 million.

Full Year FY26 Financial Performance

For the full year FY26, One MobiKwik achieved near break-even EBITDA at negative INR 5 crores, representing a total swing of INR 742 million from negative INR 794 million in FY25. The full year PAT halved to negative INR 621 million, an improvement of INR 594 million year-over-year from negative INR 1,215 million in the prior year. Management noted that had the company not invested INR 55 crores into building its merchant payments business during FY26, EBITDA would have been positive INR 50 crores. H2 FY26 delivered INR 84 million of cumulative PAT, with both Q3 and Q4 being EBITDA and PAT positive.

Payments Business: Record GMV and Market Position

Within the payments segment, One MobiKwik maintained its position as the largest wallet in India by GTV as of March 2026, with approximately 20% market share. In UPI, the company is now the second fastest-growing UPI app in India, with customer-initiated UPI transactions growing 170% year-over-year versus industry growth of 26% year-over-year — approximately 6.5x the market rate. In the Bharat Bill Payments ecosystem, the company ranked as the sixth largest customer operating unit (COU) by GTV as of March 2026. The recharge and bill payments business scaled total GMV to INR 269 billion for the full financial year, representing a 48% three-year CAGR.

Management acknowledged that revenue growth in the payments segment has lagged GMV growth, primarily due to the higher mix of UPI transactions, which currently generate limited MDR revenue. The company guided that revenue from current payments investments will begin reflecting in FY27, with steady revenue growth expected to follow GMV growth in the coming quarters. On payments margin, management guided 12 to 15 basis points as the mid-to-long-term range, noting that while recent performance has exceeded 16 basis points, regulatory changes could impact this.

Digital Credit Business: Quality Over Volume

In the financial services segment, One MobiKwik delivered its highest-ever quarterly gross margin of 59% in Q4, driven by a deliberate focus on disciplined expansion. Super-prime customer mix in total disbursements improved from 10% to 32% year-over-year, while repeat loans increased from 20% to 63.50%. Management confirmed that sequential digital credit GMV growth was subdued due to this intentional prioritisation of credit quality over volume.

For FY27, management guided digital credit GMV growth of 30-35%, with EBITDA margin expected to remain in the similar range of approximately 5%. On lending margin, management noted the current level of 5.30% reflects strong collections performance and deferred revenue from maturing portfolios, but guided a long-term sustainable lending margin of 4.50% as a more conservative and realistic target.

Four New Growth Engines for FY27 and Beyond

Management outlined four strategic growth engines being built using profits generated from the core payments and lending businesses. The first two are offline and online merchant payments, which operate on MDR, device, and settlement economics. The offline merchant payments business is targeting a 5x device scale-up to enable a 10x revenue growth by FY28. Zaakpay, the company's wholly owned online merchant acquiring subsidiary, is targeting 10x GMV growth and EBITDA breakeven by FY28. Management indicated that investments in the merchant business for FY27 would be in a similar range to the INR 55 crores invested in FY26, and that fixed costs are expected to increase by approximately 15% to 20% in the next year from the current INR 115 crores to INR 120 crores per quarter range.

The third growth engine is the company's NBFC approval, described as the most consequential regulatory milestone in its lending journey. The NBFC will be housed in a wholly owned subsidiary, separate from the LSP business which will be migrated to another wholly owned subsidiary. Management outlined a timeline of two to three months to complete the migration of the existing LSP business, followed by three to six months for NBFC setup, and a further six to nine months before operations and disbursals commence under the co-lending model.

The fourth growth engine is artificial intelligence. Management stated that 80% of code is AI-generated, 55% of early collections are AI-driven, and 86% of customer support is self-served by AI. The company intends to be an AI-first company by FY28, with AI expected to own the full lending lifecycle, drive user personalisation, and enable real-time fraud detection.

Balance Sheet and Working Capital

As of March 31, the company's remaining debt stood at INR 261 crores of short-term working capital lines, with all long-term debt having been repaid. Net owned unencumbered cash was approximately INR 434 crores, a significant portion of which remains part of IPO proceeds not yet fully accessible. Management noted that working capital lines are used primarily to fund merchant settlements during bank holidays and long weekends, and that finance costs declined from INR 7.2 crores in Q3 to INR 5.1 crores in Q4.