v3.26.1
Debt
 12 Months Ended
Mar. 31, 2026
Debt [Abstract]  
Debt
15Debt

 

The components of long term and short term debt were as follows:

 

(In USD)
As at		   Effective
interest rates		     Maturities*   March 31,
2026		     March 31,
2025		  
Current                      
From NBFCs                            
- Mahindra & Mahindra Financial Services Limited**     -     March 31, 2027   $ 344,977     $ 439,415  
- TATA Motors Finance Limited     12.27 %   May 31, 2027     1,172,688       1,749,415  
- Orix Leasing and Financial Services India Limited     12.00 %   December 15, 2025     -       58,978  
                             
From Others                            
- Kotak Mahindra Financial Services Limited**     1.00 %   March 31, 2027     370,416       376,861  
- Clix Finance India Private Limited**     0.05 %   March 2, 2027     71,085       64,621  
- AON Risk Insurance Services West, Inc     8.25 %   April 28, 2025     -       162,051  
- Honor PCF Trust I     9.05 %   October 28, 2026     552,278       -  
                $ 2,511,444     $ 2,851,341  
Total maturity for the year ending on March 31,                            
2027                       $ 2,511,444  
                        $ 2,511,444  

 

* Maturities have been stated as per the estimated repayment timelines. For Tata Motors Finance Limited, due to non-payment of scheduled EMIs, the loan is immediately payable and is classified as current. The debts are not associated with any restrictive covenants.
** These debts are past overdue based on the contractual maturities.

 

The Company has recorded an interest expense amounting to $207,611 for the year ended March 31, 2026 ($311,826 for the year ended March 31, 2025).

 

As of March 31, 2026, the Company has defaulted on debt obligations owed to various lenders totaling to $874,580 (March 31, 2025 - $820,679). Further, the Company has recorded penal interest expense amounting to $84,237 for the year ended March 31, 2026 ($159,269 for the year ended March 31, 2025 ).

 

The Company has refinanced its D&O insurance through Honor PCF Trust I. During the year ended March 31, 2026, the Company has defaulted on payment of installments amounting to $124,100. The Company has recorded interest expense of $12,603 and a default penalty of $6,205 in the Consolidated Statements of Operations for the year ended March 31, 2026.

15A Unsecured notes

 

The following is a summary of the Company’s Unsecured notes payable as of March 31, 2026 and March 31, 2025:

 

(In USD)
As at		  March 31,
2026		   March 31,
2025		 
Bridge notes  $890,596   $- 
Less: Discount and debt issuance cost on issuance, net of amortization   (79,418)   - 
Total  $811,178   $             - 

 

During the year ended March 31, 2026, the Company entered into Securities Purchase Agreements with certain institutional accredited investors pursuant to which the Company issued Bridge notes for a total principal amount of $1,427,825 with an initial issue discount of $ 152,825. The net proceeds disbursed to the Company were

$1,223,500 after deduction of legal and due diligence fees of $ 51,500.

 

Additionally, $45,500 (i.e. 13% of net proceeds for the note issued in June) is due to the placement agent relating to the issuance of these bridge notes which is directly attributable to the loan raised, thereby bringing the total debt issuance costs to $97,000.

 

The Company defaulted on loan installments due in March 2026 payable to 1800 Diagonal Lending LLC and Boot Capital LLC, amounting to $94,693. Subsequently, on April 5, 2026, the Company has taken a new loan from Walsh Capital Industries Corporation amounting to $ 100,000 at an initial discount of $5,000 to pay these installments.

 

The discount and issuance cost on bridge notes has been amortized over the contractual period using the effective interest method. The unamortized discount and issuance cost have been presented as net of the bridge notes liability.

 

The summary of the Bridge notes is as follows:

 

Particulars  Issue date  Effective
Interest
Rates		   Original
maturity		  March 31,
2026		   March 31,
2025		 
1800 Diagonal Lending LLC  June 23, 2025   62.00%  March 30, 2026  $36,330   $- 
Boot Capital LLC  June 23, 2025   54.55%  March 30, 2026   14,005    - 
1800 Diagonal Lending LLC  July 31, 2025   51.72%  May 31, 2026   45,425    - 
Boot Capital LLC  July 31, 2025   38.39%  May 31, 2026   17,329    - 
1800 Diagonal Lending LLC  November 28, 2025   57.83%  September 30, 2026   98,293    - 
Boot Capital LLC  November 28, 2025   39.73%  September 30, 2026   37,955    - 
Firstfire Global Opportunities Fund, LLC  December 10, 2025   26.91%  December 10, 2026   217,512    - 
Auctus Fund, LLC  December 24, 2025   46.38%  December 24, 2026   111,035    - 
1800 Diagonal Lending LLC  February 25, 2026   42.96%  December 30, 2026   156,002               - 
Boot Capital LLC  February 25, 2026   32.80%  December 30, 2026   77,292    - 
              $811,178   $- 

  

Terms of Bridge notes

 

The Bridge notes issued during the year ended March 31, 2026, bear interest at an annual rate of 10-12%. The notes include scheduled monthly installment repayments and interest payments starting November 30, 2025 for notes issued in June 2025, August 30, 2025 for notes issued in July 2025, December 30, 2025 for notes issued in November 2025, June 8 and 24, 2026 for notes issued in December 2025 and August 30, 2026 for notes issued in February 2026.

 

The notes may be prepaid in part or full by the Company at a discount to the outstanding balance. The notes are subject to default interest rate of 8-22% (as specified in the Note agreement) per annum and include customary events of default.

 

In the event of an uncured default under any of the Bridge notes, the holder has the right to elect to convert the outstanding amount (includes principal, accrued interest, default interest, and other fees as applicable) into the Company’s Common stock at a conversion price equal to 73-75% of the lowest trading price of the Company’s Common stock during the ten or fifteen trading days (as specified in the Note agreement) immediately prior to the applicable conversion date.

 

The interest on the Unsecured notes was $229,582 for the year ended March 31, 2026 ($NIL for the year ended March 31, 2025) which has been recognized in the Consolidated Statements of Operations for their respective year.

15BConvertible notes

 

The following is a summary of the Company’s Convertible Redeemable notes payable as of March 31, 2026 and March 31, 2025:

 

(In USD)
As at		  March 31,
2026		   March 31,
2025		 
Convertible Redeemable notes  $277,882   $- 
Less: Discount and debt issuance cost on issuance, net of amortization   (15,047)   - 
           
Promissory note  $194,128   $- 
Less: Discount and debt issuance cost on issuance, net of amortization   (5,615)   - 
Total  $451,348   $         - 

 

On August 19, 2025 , the Company entered into Securities Purchase Agreement with certain institutional accredited investor pursuant to which the Company issued a Promissory note for a total principal amount of $180,000 with an initial issue discount of $18,000. The net proceeds disbursed to the Company were $158,500 after deduction of legal and due diligence fees of $3,500. Hence, the total debt issuance costs amounts to $3,500.

 

On August 24, 2025 , the Company entered into Securities Purchase Agreements with certain institutional accredited investors pursuant to which the Company issued convertible redeemable notes for a total principal amount of $225,000 with an initial issue discount of $15,000. The net proceeds disbursed to the Company were

$201,000 after deduction of legal and due diligence fees of $9,000. Hence, the total debt issuance costs amounts to $9,000.

 

On January 8, 2026 , the Company entered into Securities Purchase Agreements with certain institutional accredited investors pursuant to which the Company issued convertible redeemable notes for a total principal amount of $ 42,614 with an initial issue discount of $ 5,114. The net proceeds disbursed to the Company were $ 35,000 after deduction of legal and due diligence fees of $ 2,500. Hence, the total debt issuance costs amounts to $ 7,614.

 

The discount and issuance cost on convertible notes has been amortized over the contractual period using the effective interest method. The unamortized discount and issuance cost have been presented as net of the convertible note liability.

 

Terms of Convertible notes

 

The convertible redeemable notes issued have a maturity date of July 8, 2026 and August 24, 2026 and bear interest at an annual rate ranging from 6 - 12% as specified in the agreement. The Company will pay each interest payment and the outstanding principal due upon this convertible redeemable notes before or on the Maturity Date. These convertible redeemable notes may be prepaid in part or full, by the Company at a discount to the outstanding balance. One of the convertible redeemable note are subject to default interest rate of 22% per annum and include customary events of default and upon default, in the other convertible redeemable note, the then outstanding principal shall be increased by 50%.

 

The Holders of these convertible redeemable notes is entitled, at its option, at time specified in the agreements, to convert all or any amount of the principal face amount of these convertible redeemable notes then outstanding into shares of the Company’s common stock (the “Common Stock”) at a price (“Conversion Price”) equal to 72% - 75% (as specified in the agreement) of the lowest trading prices of the Common Stock (as stipulated in the agreement) as reported on the OTC Markets on which the Company’s shares are then traded or any exchange upon which the Common Stock may be traded in the future (the “Exchange”), for the seven or fifteen prior trading days (as specified in the agreement) including the day upon which a Notice of Conversion is received by the Company.

 

Terms of Promissory notes

 

The Promissory notes have a maturity date of August 19, 2026 and bear interest at an annual rate of 12%. The notes include scheduled monthly installment repayments as stipulated in the agreement and may be prepaid in part or full, by the Company at a discount to the outstanding balance.

 

The Holder shall have the right, on any Trading Day, at any time on or following the earlier of (i) the date that an Event of Default occurs under this Note or (ii) the date that that is one hundred eighty (180) calendar days after the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder as further described in this Note (the “Conversion Price”) shall equal the Market Price (as defined in this Note), subject to adjustment as provided in this Note. “Market Price” shall mean 75% of the lowest closing bid price of the Common Stock on the Principal Market during the fifteen (15) Trading Day period immediately preceding the respective Conversion Date.

 

The interest on the convertible redeemable notes was $56,849 for the year ended March 31, 2026 ($NIL for the year ended March 31, 2025) which has been recognized in the Consolidated Statements of Operations for their respective year.