| Textual Information(1) |
1).The above unaudited consolidated financial results (the Statement) of Delphi World Money Limited (the Holding Company) and its subsidiaries (together referred to as the Group), for the quarter and nine months ended December 31, 2025 has been reviewed by the Audit Committee and thereafter approved by the Board of Directors in the meeting held on February 21, 2025. 2).These Consolidated financial results have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015, as amended (Ind AS), as prescribed under Section 133 of the Companies Act 2013 (the 'Act') read with the Companies (Indian Accounting Standards) Rules, 2015 (as amended) and the other recognised accounting practices and policies to the extent applicable and is in compliance with presentation and disclosure requirements of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (as amended) (Listing Regulations). 3).Segment Reporting: The Group operating business are organised and managed according to nature of products and services provided. This assessment resulted in identification of (a) Foreign Exchange, Money Transfer & Payment services and (b) Travel as separate lines of business activities at Revenue level, by the Chief Operating Decision Maker (CODM). However, since the group does not allocate common operating costs, assets and liabilities across business activities, as per the assessment undertaken by CODM, the allocation resources and assessment of the financial performance is undertaken at the consolidated level. Hence, assets and liabilities have not been identified to any of the reportable segments. 4).The Enforcement Directorate (ED) has levied a monetary penalty of Rs.329.07 million on the Holding Company and Rs.35.20 million on its Principal Officer for alleged non-compliance with certain provisions of the Foreign Exchange Management Act, 1999 (“FEMA”). Aggrieved by the adjudication orders, the Holding Company has filed appeals before the Hon’ble Appellate Tribunal under SAFEMA, contesting the said penalties. Pursuant to the directions of the Hon’ble Appellate Tribunal, the Company has deposited 15% of the penalty amount as a precondition for hearing. The appeals are currently pending, and the matters have been listed for further proceedings. These proceedings relate to the period prior to the acquisition of the Company by EbixCash World Money Limited under the Share Purchase Agreement dated December 31, 2018. The Company believes it has substantial grounds to challenge the adjudication orders. Further, under the terms of the Share Purchase Agreement, any potential liability arising from these matters is covered by indemnities provided by the erstwhile Promoters. In view of the pending adjudication and the indemnity protection available, no provision has been made in these financial statements in respect of the said penalties. 5).Investment in Ebix Travels Private Limited (ETPL) During the quarter ended September 30, 2025, the Holding Company completed a series of restructuring transactions in relation to Ebix Travels Private Limited (“ETPL”), including the conversion of outstanding inter-corporate deposits into equity shares pursuant to approvals of ETPL’s Board and shareholders. Consequent to such conversion, the Company was allotted 3,05,69,464 equity shares, representing 34.08% of ETPL’s equity share capital as at September 30, 2025. Further, pursuant to a Shareholders’ Agreement dated August 28, 2025, effective from September 1, 2025, entered into between the Company, Ebix Technologies Limited and ETPL, the Company obtained management and operating control over ETPL, including rights relating to key managerial appointments and operational decision-making. Subsequently, during the quarter ended December 31, 2025, ETPL issued 1,44,64,285 equity shares to the Holding Company by way of preferential allotment at an issue price of Rs.56 per equity share, aggregating to Rs.810.00 million, pursuant to approvals of ETPL’s Board and shareholders. The said investment formed part of the stated objects of the Rights Issue undertaken by the Company. Pursuant to the aforesaid allotment, the Company’s equity shareholding in ETPL increased from 34.08% to 43.23%, representing 4,50,33,749 equity shares as at December 31, 2025. 6).Completion of Rights Issue The Holding Company has completed its Rights Issue of 52,23,295 fully paid-up equity shares of face value Rs.10 each at an issue price of Rs.191 per equity share (including a premium of Rs.181 per share), aggregating to Rs.9,976.49 lakhs, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. The Rights Issue was offered to eligible equity shareholders in the ratio of 23 Rights Equity Shares for every 49 fully paid-up equity shares held as on the record date of October 14, 2025. The Issue closed on November 07, 2025, and the Company has allotted all 52,23,295 equity shares, which are fully paid-up and rank pari passu in all respects with the existing equity shares of the Company. Consequent to the allotment, the paid-up equity share capital of the Company stands increased accordingly. 7).Litigation Relating to Rights Issue A Commercial Suit has been filed on November 14, 2025 by Bull Value Incorporated VCC Sub-Fund before the District Judge (Commercial Court), Dwarka, Delhi, against the Holding Company, Eraaya Lifespaces Limited (the ultimate holding company), and certain other parties, inter alia, challenging (i) the change in shareholding and management control of Ebix Travels Private Limited (refer Note 4) and (ii) the Rights Issue undertaken by the Company (refer Note 5), along with certain related corporate actions. The plaintiff has alleged breach of certain covenants under a Foreign Currency Convertible Bond (FCCB) Offering Circular issued by Eraaya Lifespaces Limited. The Company has been impleaded in the proceedings in connection with the aforesaid transactions. Vide an interim order dated November 27, 2025, the Hon’ble Court has directed the parties to maintain status quo in respect of the subject matter of the suit. The matter is presently sub-judice. The consolidated financial results for the quarter ended December 31, 2025 have been prepared considering the shareholding pattern (post Right issue), management control and capital structure as existing as at the reporting date. The outcome of the said proceedings and the consequential impact, if any, on these financial results is presently not ascertainable. 8).Increase in Authorised Share Capital, Share Sub-division and Bonus Issue During the quarter ended December 31, 2025, the Holding Company increased its authorised share capital to Rs.500 million pursuant to approval of the shareholders at the Extraordinary General Meeting held on December 6, 2025. Further, the Board of Directors, at its meeting held on November 14, 2025, approved the following corporate actions, which were subsequently approved by the shareholders at the aforesaid EGM: (a) Sub-division of Equity Shares Sub-division of the face value of equity shares from Rs.10 per share to Rs.2 per share, such that 1 (one) equity share of Rs.10 each was sub-divided into 5 (five) equity shares of Rs.2 each. The Holding Company received the necessary approvals from the stock exchanges and the sub-division became effective from the record date of February 13, 2026. (b) Bonus Issue Issue of bonus shares in the ratio of 2:1, i.e., 2 (two) fully paid-up equity shares of Rs.2 each for every 1 (one) fully paid-up equity share of Rs.2 each, by way of capitalisation of free reserves. The Holding Company received the necessary approvals from the stock exchanges and the bonus issue became effective from the record date of February 14, 2026. As the aforesaid corporate actions became effective after the reporting date of December 31, 2025, no adjustment has been made in the financial results for the quarter ended December 31, 2025. These events have been treated as non-adjusting events in accordance with Ind AS 10 – Events After the Reporting Period. 9).Restatement of Earnings Per Share (EPS) Subsequent to the reporting date, the Holding Company implemented a sub-division of equity shares from a face value of Rs.10 per share to Rs.2 per share (i.e., 1 equity share of Rs.10 each subdivided into 5 equity shares of Rs.2 each) and a bonus issue in the ratio of 2:1 (i.e., 2 fully paid-up equity shares of Rs.2 each for every 1 fully paid-up equity share of Rs.2 each). The sub-division and bonus issue became effective from February 13, 2026 and February 14, 2026 respectively. Further, the Rights Issue completed during the year included a bonus element. In accordance with Ind AS 33 – Earnings Per Share, the basic and diluted earnings per share for all periods presented have been adjusted retrospectively, as applicable. Accordingly, the earnings per share for the current and comparative periods have been computed after giving effect to the aforesaid sub-division, bonus issue and Rights Issue adjustments. 10).Impact of new Labour Codes On November 21, 2025, the Government of India notified the four Labour Codes, namely the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “New Labour Codes”), consolidating 29 existing labour legislations. Pursuant to the notification of the New Labour Codes and based on management’s current assessment of the applicable provisions, the Group has estimated an incremental impact on employee retiral benefits amounting to Rs.8.57 million. Considering the regulatory-driven and non-recurring nature of this impact, the same has been presented as an “Exceptional Item” in the consolidated financial results for the quarter ended December 31, 2025. The Group continues to evaluate the detailed Rules and clarifications issued / to be issued by the regulatory authorities and will reassess the accounting impact, if any, as further guidance becomes available 11).Pursuant to the provisions of the Listing Regulations, the Holding Company will publish unaudited financial results in the newspapers. The unaudited financial results of the Company will be made available on the Company's website www.indiaforexonline.com and also on the website of BSE Limited (www.bseindia.com) and National Stock Exchange (www.nseindia.com). 12).The consolidated financial results for the quarter ended December 31, 2025 include the financial performance of Ebix Travels Private Limited (ETPL), pursuant to ETPL becoming a subsidary of the holding company w.e.f. September 01, 2025. Accordingly, the consolidated results for the quarter ended December 31, 2025 include the financial performance of ETPL for the full quarter, whereas the corresponding previous quarter included the financial performance of ETPL only for the month of September 2025. Consequently, the current quarter results are not comparable with the corresponding previous periods. The previous period's figures have been regrouped/reclassified wherever to correspond with the current period classification/disclosures. |