v3.26.1
Debt
3 Months Ended
Jun. 30, 2026
Debt [Abstract]  
Debt
13 Debt

 

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

 

(In USD)
As at
  Effective
interest
rates
    Maturities*   June 30,
2026
    March 31,
2026
 
Current                      
From NBFCs                      
- Mahindra & Mahindra Financial Services Limited**     -     March 31, 2027   $ 322,645     $ 344,977  
- TATA Motors Finance Limited     11.44 %   May 31, 2027     1,053,626       1,172,688  
- Kotak Mahindra Financial Services Limited**     1.00 %   March 31, 2027     380,437       370,416  
- Clix Finance India Private Limited**     0.05 %   March 2, 2027     74,744       71,085  
                             
From Others                            
- Honor PCF Trust I     9.05 %   October 28, 2026     308,686       552,278  
                $ 2,140,138     $ 2,511,444  
                             
Total maturity for the period ending on June 30, 2027                         2,140,138  

 

* Maturities (except for TATA Motors Finance Limited and Honor PCF Trust I) have been stated as per estimated repayment timelines. 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 $32,462 and $56,730 for the three months ended June 30, 2026 and June 30, 2025 respectively.

 

As of June 30, 2026, the Company has defaulted on debt obligations owed to various lenders totaling to $1,078,263 (March 31, 2026 - $874,580). Further, the Company has recorded penal interest expense amounting to $24,024 for the three months ended June 30, 2026 ($19,701 for the three months ended June 30, 2025 ).

 

The Company has refinanced its D&O insurance through Honor PCF Trust I. During the period ended June 30, 2026, the Company has defaulted on payment of installments amounting to $62,050. The Company has recorded interest expense of $7,709 and a default penalty of $6,236 in the Condensed Consolidated Statements of Operations for the period ended June 30, 2026.

  

13A  Unsecured notes

 

The following is a summary of the Company’s Unsecured notes payable as of June 30, 2026 and March 31, 2026:

 

(In USD)
As at
  June 30,
2026
    March 31,
2026
 
Bridge notes   $ 823,373     $ 890,596  
Less: Discount and debt issuance cost on issuance, net of amortization     (63,155 )     (79,418 )
Total   $ 760,218     $ 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 2025) 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.

 

During the quarter ended June 30, 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 $351,531 with an initial issue discount of $32,685. The net proceeds disbursed to the Company were $308,846 after deduction of legal and due diligence fees of $10,000.

 

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.

 

Particulars   Issue date   Effective
Interest
Rates
    Original maturity   June 30,
2026
    March 31,
2026
 
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     44,082       98,293  
Boot Capital LLC   November 28, 2025     39.73 %   September 30, 2026     16,806       37,955  
Firstfire Global Opportunities Fund, LLC   December 10, 2025     26.91 %   December 10, 2026     113,764       217,512  
Auctus Fund, LLC   December 24, 2025     39.16 %   December 24, 2026     103,755       111,035  
1800 Diagonal Lending LLC   February 25, 2026     42.96 %   December 30, 2026     172,710       156,002  
Boot Capital LLC   February 25, 2026     32.80 %   December 30, 2026     83,613       77,292  
1800 Diagonal Lending LLC   June 4, 2026     44.55 %   March 30, 2027     154,760       -  
SOD Sciences, Inc.   April 23, 2026     0.00 %   May 22, 2026     22,500       -  
SOD Sciences, Inc.   May 5, 2026     0.00 %   June 4, 2026     48,228       -  
                    $ 760,218     $ 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 Bridge notes issued on June 4, 2026, bear interest at an annual rate of 12% and includes scheduled monthly installment repayments and interest payments starting November 30, 2026.

 

These notes may be prepaid in part or full by the Company at a discount to the outstanding balance. These 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 these 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 Notes issued to SOD Sciences, Inc. are repayable on May 22, 2026, and June 4, 2026. Under the terms of the agreement, in addition to the principal amount, the lender is entitled to receive Series A units valued at $341,500 as part of the Company’s ongoing private placement offering. Furthermore, in the event of a default, the Company is obligated to issue additional Series A units valued at $341,500. As of June 30, 2026, the Company has defaulted on debt obligations related to these notes totaling $70,731 and, accordingly, is required to issue the corresponding penalty Series A units. These Series A units carry the same terms and conditions as those issued in the private placement offering closings during the period ended June 30, 2026 (refer to Note 19 for details). The penalty and consideration units issuable to the lender are recorded as “Series A convertible units pending issuance” in the Condensed Consolidated Balance Sheets for the period ended June 30, 2026.

 

The Company issued a Note to Walsh Capital Industries Corp. for a principal amount of $100,000, repayable on April 12, 2026. In addition to the principal amount, the lender is entitled to receive Series A units valued at $50,000 as part of the Company’s ongoing private placement offering. Furthermore, in the event of a default, the Company is obligated to issue additional Series A units valued at $50,000. The Company defaulted by repaying the principal after the maturity date and, accordingly, is required to issue the corresponding penalty Series A units. These Series A units carry the same terms and conditions as those issued in the private placement offering closings during the period ended June 30, 2026 (refer to Note 19 for details). The penalty and consideration units issuable to the lender are recorded as “Series A convertible units pending issuance” in the Condensed Consolidated Balance Sheets for the period ended June 30, 2026.

 

The interest on the Unsecured notes was $81,326 for the period ended June 30, 2026 ($4,231 for the period ended June 30, 2025 which has been recognized in the Consolidated Statements of Operations for their respective period.

 

13B Convertible notes

 

The following is a summary of the Company’s Convertible Redeemable notes payable as of June 30, 2026 and March 31, 2025:

 

(In USD)
As at
  June 30,
2026
    March 31, 2026  
Convertible Redeemable notes   $ 191,353     $ 277,882  
Less: Discount and debt issuance cost on issuance, net of amortization     (4,020 )     (15,047 )
                 
Promissory note   $ 200,000     $ 194,128  
Less: Discount and debt issuance cost on issuance, net of amortization     (1,195 )     (5,615 )
Total   $ 386,138     $ 451,348  

 

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 a Promissory Note for a total principal amount of $180,000 with an initial issue discount of $18,000 and convertible redeemable notes for a total principal amount of $267,614 with an initial issue discount of $20,114, resulting in net proceeds of $158,500 and $236,000 respectively, after deducting legal and due diligence fees of $3,500 and $11,500.

 

The debt issuance costs (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. In the event of default, the convertible notes are subject to default interest as below:

 

    1) Notes maturing on August 24, 2026 - One of the convertible note is subject to default interest at 22% p.a. and upon the occurrence of a default in the other note, the outstanding principal shall be increased by 50%;

 

  2) Note maturing on July 8, 2026 - Subject to default interest at 22% p.a. and additionally, the principal amount 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 $26,188 for the period ended June 30, 2026 ($NIL for the period ended June 30, 2025 which has been recognized in the Condensed Consolidated Statements of Operations for their respective year.