Poonawalla Fincorp has announced the issuance of secured, redeemable, rated, listed non-convertible debentures (NCDs) aggregating up to ₹1,000 crore through private placement. The Finance Committee of the company, duly authorised by its Board of Directors, approved the issuance on May 6, 2026, pursuant to Regulation 30 and 51 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Issue Structure and Key Details

The NCD issue, designated as PFL NCD SERIES B1 FY2026-27, involves the issuance of 1,00,000 debentures, each with a face value of ₹1,00,000. The issue is structured with a base component and an oversubscription option, as detailed below:

Security and Default Provisions

The obligations under the debentures will be secured by way of a first-ranking pari passu charge on the hypothecated properties, which is required to be sufficient to provide the requisite security cover, and this charge shall remain in place until the redemption date.

In the event of a delay in payment of interest or principal amount for a period of more than three months from the due date, the company shall pay coupon on the NCDs at a rate of 2% (two percent) over and above the applicable coupon rate for the period until such event of default is cured to the satisfaction of the Debenture Trustee, acting on the instructions of the Debenture-holders.

Terms Referenced in Key Information Document

Certain terms of the issue are governed by the key information document, including:

• Tenor of the NCDs
• Coupon rate offered
• Schedule of payment of coupon/interest and principal
• Date of allotment and date of redemption
• Special rights, interests, or privileges attached to the instrument
• Details of redemption of debentures

Disclosure and Compliance

The disclosure was made to both BSE Limited and the National Stock Exchange of India Limited in compliance with applicable SEBI Listing Regulations. The communication was signed by Shabnum Zaman, Company Secretary (ACS: 13918), on behalf of Poonawalla Fincorp, and was digitally authenticated on May 6, 2026.

Poonawalla Fincorp Limited 's Board of Directors convened a meeting on May 5, 2026, and approved the audited standalone and consolidated financial results for the quarter and financial year ended March 31, 2026. The company, a non-deposit taking systemically important NBFC focusing on consumer and MSME finance, reported a total income of ₹6,795.65 crores for FY26, reversing a loss of ₹98.34 crores in the previous year to post a net profit of ₹541.81 crores. The basic earnings per share (EPS) for the year stood at ₹6.84. For the quarter ended March 31, 2026, net profit rose sharply to ₹254.79 crores from ₹62.33 crores in Q4 FY25, while revenue grew to ₹2,120.39 crores from ₹1,173.31 crores over the same period.

Financial Performance for FY26

The Board approved the audited financial results prepared in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For the financial year ended March 31, 2026, the company reported a total income of ₹6,795.65 crores and a net profit of ₹541.81 crores, compared to a net loss of ₹98.34 crores in FY25.

The following table summarises the key consolidated financial figures for the year ended March 31, 2026:

Quarterly Performance and Key Metrics

For the quarter ended March 31, 2026, the company reported total income of ₹2,120.39 crores and a net profit of ₹254.79 crores. Assets Under Management (AUM) stood at ₹60,348 crore, reflecting growth of 69.4% YoY and 9.7% QoQ, with a secured-to-unsecured on-book mix of 54:46. New products contributed 14% to AUM and 24% to total disbursements during the quarter. Net Interest Income (NII), including fees and other income, grew by 78.5% YoY to ₹1,276 crore. Net Interest Margin (NIM) improved to 9.05% in Q4 FY26 from 8.62% in Q3 FY26, an improvement of 43 bps QoQ. Pre-Provision Operating Profit (PPoP) stood at ₹695 crore, up 108.7% YoY and 31.6% QoQ. Return on Assets (RoA) improved to 1.81% for Q4 FY26. The Cost-to-Income ratio improved to 45.6% QoQ, while Opex-to-Average AUM improved to 4.13% QoQ.

The company maintained stable asset quality, with Gross Non-Performing Assets (GNPA) at 1.44% — 7 bps lower QoQ — and Net Non-Performing Assets (NNPA) at 0.74% in Q4 FY26. Provision Coverage Ratio (PCR) stood at 49%. Credit cost as a percentage of average AUM stood at 2.51% in Q4 FY26, compared to 2.62% in Q3 FY26. Stage 1 Assets stood at 97.5% of on-book assets. The liquidity buffer stood at ₹7,590 crore as of March 31, 2026, and the cost of borrowing was at 7.63% for the quarter, 2 bps lower than Q3 FY26. The company also expanded its Gold loan branches to 400 during the quarter to further strengthen distribution reach.

The Capital Adequacy Ratio (CAR) stood at 16.83% (Tier-1 at 15.90%) as on March 31, 2026, well above the regulatory requirement of 15%. Following the successful ₹2,500 crore capital raise through QIP, the simulated capital adequacy ratio is 20.74% on the basis of the March 2026 balance sheet. The proforma debt-to-equity ratio post capital raise would stand at 3.78x on the basis of the March 2026 balance sheet. Additionally, 19 new AI projects were added during the quarter, bringing the total to 76 AI projects, of which 42 have been successfully implemented.

Balance Sheet Highlights

As at March 31, 2026, the company's consolidated total assets stood at ₹60,271.56 crores, compared to ₹34,944.66 crores as at March 31, 2025. The loan book expanded significantly to ₹55,951.49 crores from ₹32,694.96 crores. Total equity stood at ₹10,348.24 crores versus ₹8,174.66 crores in the prior year.

Capital Transactions and Borrowings

During the year ended March 31, 2026, the company allotted 1,655,156 equity shares to eligible employees under ESOPs. It also allotted 33,148,102 fully paid-up equity shares at ₹452.51 per share to Rising Sun Holdings Private Limited, aggregating to ₹1,499.98 crores. Subsequent to the balance sheet date, the company completed a Qualified Institutions Placement (QIP) on April 13, 2026, issuing 67,430,883 equity shares at ₹370.75 per share, aggregating to ₹2,500.00 crores. The company's outstanding long-term borrowings at the start of the financial year stood at ₹14,227 crores, with incremental qualified borrowings of ₹28,555 crores during the year, resulting in outstanding long-term borrowings of ₹38,351 crores at year-end. Borrowings by way of issuance of debt securities during the year stood at ₹13,830 crores. The company holds the highest credit rating of AAA/Stable for its borrowings.

Product Portfolio Overview

As of March 31, 2026, Poonawalla Fincorp operates a well-diversified product portfolio spanning both new and existing products. Among new products, Loan Against Property (LAP) led with an AUM of ₹16,935 crore (28% of AUM), followed by Business Loan at ₹7,303 crore (12%), Mid-Market lending at ₹9,245 crore (15%), and Instant Consumer Loan at ₹11,197 crore (19%). Among newer product launches, Prime Personal Loan stood at ₹4,802 crore (8%), Commercial Vehicle Loan at ₹939 crore (2%), Gold Loan at ₹1,299 crore (2%), Education Loan at ₹876 crore (1%), Pre-owned Car Loan at ₹5,392 crore (9%), and Consumer Durable Loan at ₹382 crore (1%).

Management Commentary

Commenting on the results, Mr. Arvind Kapil, Managing Director and CEO, Poonawalla Fincorp, said, "We have reached a pivotal inflection point in our growth trajectory. By simultaneously expanding our yields and optimizing our operating architecture, we are seeing a powerful expansion in incremental NIMs. With credit costs trending lower and Opex-to-AUM decoupling, the business is now primed for high-quality, sustained profitability. Even as this operating leverage kicks in, we remain committed to strategic investments this fiscal year, ensuring our current momentum translates into a long-term, healthy, and durable earnings model."

No Dividend Declared

In view of the company's future growth plans, the Board of Directors decided to conserve capital. Consequently, no dividend was declared for the financial year 2025-26.

46th Annual General Meeting and Auditor Change

The company has approved the convening of its 46th Annual General Meeting (AGM) on Friday, July 24, 2026. The Board approved the appointment of B. K. Khare & Co., Chartered Accountants, as the new Joint Statutory Auditor from the conclusion of the 46th AGM until the conclusion of the 49th AGM. The term of Kirtane & Pandit LLP, Chartered Accountants, as the existing Joint Statutory Auditor, will complete upon the conclusion of the 46th AGM, in compliance with RBI Guidelines dated April 27, 2021, for appointment of statutory auditors of NBFCs.

Earnings Conference Call Recording

Pursuant to Regulation 30 and Regulation 46(2)(oa) of the SEBI Listing Regulations, Poonawalla Fincorp has informed the stock exchanges that the audio recording of its Q4FY26 Earnings Conference Call, held on May 05, 2026, has been made available on the company's website. The investor/analyst presentation for the quarter and year ended March 31, 2026 has also been made available on the company's website in accordance with Regulation 46 of the SEBI Listing Regulations.