r) Provision, Contingent Liabilities and Contingent Assets
The Company recognises a provision when there is a present
obligation as a result of a past event that probably requires
an outflow of resources and a reliable estimate can be made
of the amount of the obligation. A disclosure for contingent
liability is made when there is possible obligation or a
present obligation that may, but probably will not, require an
outflow of resources. Where there is a possible obligation or
a present obligation that the likelihood of outflow of
resources is remote, no provision or disclosure is made.
Provisions are not discounted to its present value and are
determined based on best estimate required to settle the
obligation at the balance sheet date. These are reviewed at
each balance sheet date and adjusted to reflect current
best estimates.
Contingent assets are neither recognised nor disclosed.
s) Employee benefits
i) Defined Contribution Plan
Contribution to defined contribution plans are recognised
as expense in the Statement of Profit and Loss, as they are
incurred.
ii) Defined Benefit Plan
Company's liabilities towards gratuity and leave
encashment are determined using the projected unit credit
method with actuarial valuation being carried out as at
Balance Sheet date. Actuarial gains / losses are recognised
immediately in the Statement of Profit and Loss. Long-term
compensated absences are provided for based on
actuarial valuation.
iii) Short-term obligations
Liabilities for wages and salaries, including non-monetary
benefits that are expected to be settled wholly within 12
months after the end of the period in which the employees
render the related service are recognised in respect of
employees' services up to the end of the reporting period
and are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are presented
as current employee benefit obligations in the balance
sheet.
iv) Performance Based Employee Stock Option Plan
The Company recognizes compensation expenses relating
to share-based payments in net profit based on estimated
fair- value of the awards on the grant date. The estimated
fair value of awards is recognized as an expense in the
Statement of Profit and Loss on a straight-line basis over the
requisite service period for each separately vesting portion
of the award as if the award was in - substance. The
entitlement of award which depends on the various
parameters will be reviewed on annual basis.
t) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of
tax, from the proceeds.
u) Earnings per share
In determining Earnings per Share, the Company considers
the net profit attributable to company's owners. The number
of shares used in computing basic Earnings per Share is the
weighted average number of shares outstanding during the
period. The number of shares used in computing diluted
Earnings per Share comprises the weighted average shares
considered for deriving basic Earnings per Share and also
the weighted average number of equity shares that could
have been issued on the conversion of all dilutive potential
equity shares.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, mutual
funds and forward contracts that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the
stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible
on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in
level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the
case for unlisted equity securities, contingent consideration.
There are no transfers between levels 1 and 2 during the year.
The Board provides guiding principles for overall risk management, as well as policies covering specific areas such as credit risk,
liquidity risk, and Foreign Exchange Risk effecting business operations. The company’s risk management is carried out by the
management as per guidelines and policies approved by the Board of Directors.
A) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a
financial loss. Credit risk encompasses the direct risk of default, risk of deterioration of creditworthiness as well as concentration
risks. The Company is exposed to credit risk from its operating activities (primarily trade receivables), deposits with banks and
loans given.
Credit risk management
The company's credit risk mainly from trade receivables as these are typically unsecured. This credit risk has always been
managed through credit approvals, establishing credit limits and continuous monitoring the creditworthiness of customers to
whom credit is extended in the normal course of business. The Company estimates the expected credit loss based on past data,
B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding
through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due
to the dynamic nature of the underlying businesses, company treasury maintains flexibility in funding by maintaining availability
under committed credit lines.
Management monitors rolling forecasts of the company’s liquidity position and cash and cash equivalents on the basis of
expected cash flows. In addition, the company’s liquidity management policy involves projecting cash flows in major currencies
and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and
external regulatory requirements and maintaining debt financing plans.
C) Market risk
i) Foreign currency risk
The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions,
primarily with respect to the USD, EUR and GBP. Foreign exchange risk arises from future commercial transactions and
recognised assets and liabilities denominated in a currency that is not the company’s functional currency (INR). The risk is
measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the
volatility of the INR cash flows of highly probable forecast transactions.
The company’s risk management policy is to hedge around 50% to 70% of forecasted receivables for the subsequent 18 months.
As per the risk management policy, foreign exchange forward contracts are taken to hedge round 50% to 70% of the forecasted
receivables.
ii) Cash flow and fair value interest rate risk
The company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the company to cash
flow interest rate risk. company policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this
when necessary.
The company’s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined
in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest
rates.
iii) Price risk
a) Exposure
The company’s exposure to equity securities price risk arises from investments held by the company and classified in the balance
sheet either as fair value through OCI or at fair value through profit or loss.
To manage its price risk arising from investments in equity securities, the company diversifies its portfolio. Diversification of the
portfolio is done in accordance with the limits set by the company.
All of the company’s equity investments are publicly traded.
Note 37: Capital management
a) Risk management
For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders. The primary objective of the Company capital management is to maximise the shareholder
value.
III. Leave Encashment
The Company has a policy on compensated absences which is accumulating in nature. The expected cost of accumulating
compensated absences is determined by actuarial valuation performed by an independent actuary at each Balance Sheet
date. This is done using projected unit credit method on the additional amount expected to be paid / availed as a result of the
unused entitlement that has accumulated at the Balance Sheet date. Expenses relating to the same are recognised in the
statement of profit and loss.
IV. Performance Based Employee Stock Option Plan ('PSOP') 2022
The Company has granted Stock Options under Performance Based Employee Stock Option Plan 2022 ("PSOP 2022"). The plan
shall extend to present and future eligible employees of the Company or its Subsidiary/ies or its Group Company(ies) working
exclusively for such company whether within or outside India and/or such other persons, as may be permitted from time to time,
under Applicable Laws, rules and regulations and/or amendments thereto as eligible to participate in this PSOP 2022 who meet
the eligibility criteria set out in the Grantee’s Option Agreement in accordance with this PSOP 2022 as determined by the
Compensation Committee from time to time. Stock Options shall vest based upon satisfaction of the performance criteria. The
continuation of employee in the services of the Company shall be the primary requirement of the vesting.
Note 48: Revenue from contract with major customers
No single customer represents 10% or more of the Company's total revenue during the year ended March 31, 2025 and March
31,2024.
While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or
partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those
revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the
aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to
contracts where revenue recognise corresponds to the value transferred to customer typically involving time and material,
outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to
variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of estimates,
economic factors (changes in currency rates, tax laws etc). This excludes transactions with subsidiaries of the Company.
Note 49: Acquisition of a Subsidiary
The Board of Directors, at its meeting held on April 01, 2024, approved the execution of the Share Purchase Agreement,
Shareholders Agreement, and other related documents (collectively referred to as the "Definitive Agreements") for the
acquisition of 100% equity interest in Dextara Digital Private Limited ("Dextara"), a private limited company incorporated in
Hyderabad, Telangana, India. This acquisition also includes the indirect acquisition of its wholly owned subsidiaries
Dextara Digital (UK) Private Limited and Dextara Digital (USA) Inc. through the purchase of shares from existing
shareholders in one or more tranches over a period of two years, in accordance with the terms of the Definitive Agreements.
Pursuant to these agreements, the Company acquired an initial 80% equity stake in Dextara on April 01, 2024, for a
consideration of Rs.109.85 Crores. The Company has recognized the fair value of both fixed and contingent consideration
including remaining 20% equity in Dextara as of the acquisition date (including adjustment during measurement period),
amounting to Rs. 40.07 Crores. This brings the total investment value in Dextara to Rs. 149.92 Crores.
The contingent consideration payable has been recorded under non-current and current financial liabilities and is
expected to be settled in two tranches on or before June 30, 2026. The actual payout is subject to the achievement of
specified conditions and valuation methodologies detailed in the Definitive Agreements.
Additionally, acquisition-related expenses amounting to Rs. 3.12 Crores have been recognized as an exceptional item in
the financial statements.
Note 50: Additional stake acuistion of a subsidiary:
During the year, the Company acquired the remaining 23% equity stake in Datamatics Cloud Solutions Private Limited,
resulting in it becoming a wholly owned subsidiary of the Company w.e.f. from May 20, 2024.
Note 51: Impairment
As per Companies (Accounting Standards) Rules, 2013 issued by the Central Government, in consultation with National
Advisory Committee on Accounting Standards ('NACAS') and the relevant provisions of the Companies Act, 2013, to the
extent applicable, the carrying value of the asset has been reviewed for impairment of assets.
Note 52: Transfer pricing
The Management is of the opinion that its international transactions are at arm's length as per the independent
accountants certificate for the year ended March 31, 2025. The Management continues to believe that its international
transactions during the current financial year are at arm's length and that the transfer pricing legislation will not have any
impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.
Note 53: Events occuring after Balance Sheet date
Dividend
Dividends declared by the Company are based on the profit available for distribution. On May 15, 2025, the Board of
Directors of the Company have proposed final dividend of Rs. 5 per equity share (i.e 100%) in respect of the year ended
March 31, 2025 subject to the approval of shareholders at the Annual General Meeting.
Note 54:
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the
Income Tax Act, 1961, that has not been recorded in the books of account.
Note 55:
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
Note 56:
The Company has not revalued its property, plant and equipment (including right to use assets) or intangible assets or both
during the current or previous year.
Note 57:
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous
financial year.
Note 58: Benami Property
No proceeding has been initiated or pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
Note 59: Relationship with struck off Companies
The Company has no transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of
the Companies Act, 1956.
Note 60: Borrowings from Banks
The Company has borrowings from banks on the basis of security of current assets and quarterly returns or statements of
current assets filed by the Company with banks are in agreement with the books of account.
Note 61: Previous year's figures
Previous year figures are appropriately regrouped / reclassified and rearranged wherever necessary to conform to the
current year's presentation along with disclosure.
As per our attached report of even date
For M L BHUWANIA AND CO LLP For and on Behalf of the Board
Chartered Accountants
FRN: 101484W/W100197
Dr. Lalit S. Kanodia Rahul L. Kanodia
Ashishkumar Bairagra Chairman Vice Chairman & CEO
Partner DIN 00008050 DIN 00075801
Membership No. 109931
Divya Kumat Ankush Akar
Place : Mumbai President, Chief Legal Officer SVP, Chief Financial Officer
Dated : May 15, 2025 & Company Secretery
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