Provisions are recognised when the Company has apresent obligation as a result of past events, for whichit is probable that an outflow of resources embodyingeconomic benefits will be required to settle theobligation and a reliable estimate of the amount canbe made. A disclosure for a contingent liability ismade where there is a possible obligation that arises
from past events and the existence of which will beconfirmed only by the occurrence or non-occurrenceof one or more uncertain future events not whollywithin the control of the Company or a presentobligation that arises from the past events where itis either not probable that an outflow of resourceswill be required to settle the obligation or a reliableestimate of the amount cannot be made. Provisionsare reviewed regularly and are adjusted wherenecessary to reflect the current best estimates of theobligation. Where the Company expects a provision tobe reimbursed, the reimbursement is recognised asa separate asset, only when such reimbursement isvirtually certain.
Contingent asset is not recognised in the standalonefinancial statement. However, it is recognised onlywhen an inflow of economic benefits is probable.
When a performance obligation is satisfied, theCompany recognises as revenue the amount ofthe transaction price (which excludes estimatesof variable consideration) that is allocated to thatperformance obligation. Transaction price is theamount of consideration to which the Companyexpects to be entitled in exchange for transferringpromised goods or services to a customer, excludingamounts collected on behalf of third parties.
The Company derives revenue primarily fromInformation Technology services which includes ITOutsourcing services, support and maintenanceservices. The Company recognises revenue overtime, over the period of the contract, on transfer ofcontrol of deliverables (solutions and services) to itscustomers in an amount reflecting the considerationto which the Company expects to be entitled. Torecognise revenues, Company applies the followingfive step approach: (1) identify the contract with acustomer, (2) identify the performance obligationsin the contract, (3) determine the transaction price,
(4) allocate the transaction price to the performanceobligations in the contract, and (5) recognise revenueswhen a performance obligation is satisfied.
Company accounts for a contract when it hasapproval and commitment from all parties, the rightsof the parties are identified, payment terms areidentified, the contract has commercial substance andcollectability of consideration is probable.
Contracts may include incentives, service penaltiesand rewards. The Company includes an estimateof the amount it expects to receive for the totaltransaction price if it is probable that a significantreversal of cumulative revenue recognised will notoccur and when the uncertainty associated with thevariable consideration is resolved. Any modificationor change in existing performance obligations isassessed whether the services is added to theexisting contracts or not. The distinct services areaccounted for as a new contract and services whichare not distinct are accounted for on a cumulativecatch-up basis.
Fixed Price contracts related to applicationdevelopment, consulting and other services aresingle performance obligation or a stand-readyperformance obligation, which in either case iscomprised of a series of distinct services that aresubstantially the same and have the same pattern oftransfer to the customer (i.e. distinct days or monthsof service). Revenue is recognised in accordance withthe methods prescribed for measuring progress i.e.percentage of completion method. Percentage ofcompletion is determined based on project costsincurred to date as a percentage of total estimatedproject costs required to complete the project. Thecost expended (or input) method has been used tomeasure progress towards completion as there is adirect relationship between input and productivity.Revenues relating to time and material contracts arerecognised as the related services are rendered.
Multiple element arrangements
In contracts with multiple performance obligations,Company accounts for individual performanceobligations separately if they are distinct and allocatethe transaction price to each performance obligationbased on its relative standalone selling price out oftotal consideration of the contract. Standalone sellingprice is determined utilising observable prices to theextent available. If the standalone selling price fora performance obligation is not directly observable,Company uses expected cost plus margin approach.
IT support and maintenance
Contracts related to maintenance and supportservices are either fixed price or time and material.
In these contracts, the performance obligations aresatisfied, and revenues are recognised, over time asthe services are provided. Revenue from maintenance
contracts is recognised ratably over the period of thecontract because the Company transfers the controlevenly by providing standard services. The term of themaintenance contract is usually one year. Renewalsof maintenance contracts create new performanceobligations that are satisfied over the term with therevenues recognised ratably over the term.
Any modification or change in existing performanceobligations is assessed whether the services isadded to the existing contracts or not. The distinctservices are accounted for as a new contract andservices which are not distinct are accounted for on acumulative catch-up basis.
Cost to fulfil the contracts
Recurring operating costs for contracts withcustomers are recognised as incurred. Revenuerecognition excludes any government taxes butincludes reimbursement of out of pocket expenses.Provision of onerous contract are recognised whenthe expected benefits to be derived by the companyfrom a contract are lower than the unavoidable cost ofmeeting the future obligations under the contract. Theprovision is measured at present value of the lower ofthe expected cost of terminating the contract and theexpected net cost of continuing with the contract.
Incremental costs of obtaining a contract
The incremental costs of obtaining a contract arethose costs that an entity incurs to obtain a contractwith a customer that it would not have incurred if thecontract had not been obtained. For certain contracts,Company does incur insignificant incremental coststo obtain the contract. Company applies practicalexpedient by recognising such cost as expense, whenincurred, in the standalone statement of profit andloss instead of creating an asset as the amortisationperiod of the asset that the Company otherwise wouldhave recognised is one year or less.
Significant financing component
Company considers all relevant facts andcircumstances in assessing whether a contractcontains a financing component and whether thatfinancing component is significant to the contract,including both the conditions:
(a) the difference, if any, between the amount ofpromised consideration and the cash sellingprice of the promised goods or services; and
(b) the combined effect of both thefollowing conditions:
i) the expected length of time between whenthe entity transfers the promised goodsor services to the customer and when
the customer pays for those goods orservices; and
ii) the prevailing interest rates in therelevant market.
Other operating revenue -
It includes revenue arising from Company's ancillaryrevenue-generating activities. Revenue from theseactivities are recorded only when Company isreasonably certain of such income.
Trade receivables, contract assets and contract liabilities
Trade Receivable is primarily comprised of billed andunbilled receivables (i.e. only the passage of timeis required before payment is due) for which theCompany has an unconditional right to consideration,net of an allowance for expected credit loss. Acontract asset is a right to consideration that isconditional upon factors other than the passage oftime. Contract assets are presented separately in thestandalone financial statements and primarily relateto unbilled amounts on fixed-price contracts utilisingthe cost to cost method i.e. percentage of completionmethod (POCM) of revenue recognition. A contractliability is the obligation to transfer goods or servicesto a customer for which the Company has receivedconsideration from the customer. If a customer paysconsideration before the Company transfers goodsor services to the customer, a contract liability isrecognised when the payment is received. Contractliabilities are recognised as revenue when theCompany performs under the contract.
The difference between opening and closing balanceof the contract assets and liabilities results fromthe timing differences between the performancesobligation and customer payment.
Tax expense for the year comprises of current tax anddeferred tax. Current tax is measured by the amountof tax expected to be paid to the taxation authoritieson the taxable profits after considering tax allowancesand exemptions and using applicable tax rates and
laws. Deferred tax is recognised on timing differencesbetween the accounting base and the taxable basefor the year and quantified using the tax rates andtax laws enacted or substantively enacted as on thebalance sheet date.
Deferred tax is recognised using the balance sheetapproach. Deferred income tax assets and liabilitiesare recognised for deductible and taxable temporarydifferences arising between the tax base of assetsand liabilities and their carrying amount in standalonefinancial statements, except when the deferredincome tax arises from the initial recognition ofgoodwill or an asset or liability in a transaction thatis not a business combination and affects neitheraccounting nor taxable profits or loss at the time ofthe transaction.
Deferred income tax asset is recognised to theextent that it is probable that taxable profit will beavailable against which the deductible temporarydifferences, and the carry forward of unused taxcredits and unused tax losses can be utilized. Deferredincome tax liabilities are recognised for all taxabletemporary differences.
Current tax and deferred tax assets and liabilities areoffset when there is a legally enforceable right to setoff the recognised amount and there is an intention tosettle the asset and liability on a net basis.
Interest income is recognised using the effectiveinterest method. Dividend income is recognised whenthe right to receive payment is established.
Borrowing costs includes interest, amortisationof ancillary costs incurred in connection with thearrangement of borrowings and exchange differencesarising from foreign currency borrowings to theextent they are regarded as an adjustment to theinterest cost.
Borrowing costs directly attributable to theacquisition, construction or production of an assetthat necessarily takes a substantial period of time toget ready for its intended use or sale are capitalisedas part of the cost of the respective asset. All otherborrowing costs are expensed in the period in whichthey occur.
Property that is held either for long term rentalyield or for capital appreciation or both, but not forsale in ordinary course of the business, use in theproduction or supply of goods or services or foradministrative purposes is classified as investmentproperty. Upon initial recognition, an investmentproperty is measured at cost. Subsequent to initialrecognition, investment property is measured atcost less accumulated depreciation and accumulatedimpairment loss, if any. Depreciation is provided in thesame manner as PPE. Any gain or loss on disposal ofan investment property is recognised in standalonestatement of profit and loss.
Investment in subsidiaries are carried at cost lessaccumulated impairment losses, if any. Where anindication of impairment exists, the carrying amountof the investment is assessed and written downimmediately to its recoverable amount. On disposalof investment in subsidiaries, the difference betweennet disposal proceeds and the carrying amounts arerecognised in the standalone statement of profitand loss.
Financial guarantee contracts issued by the Companyare those contracts that require a payment to bemade to reimburse the holder for a loss it incursbecause the specified debtor fails to make a paymentwhen due in accordance with the terms of a debtinstrument. Financial guarantee contracts arerecognised initially as a liability at fair value, adjustedfor transaction costs that are directly attributableto the issuance of the guarantee. Subsequently, theliability is measured at the higher of the amountof loss allowance determined as per impairmentrequirements of Ind AS 109 and the amountrecognised less, when appropriate, the cumulativeamount of income recognised in accordance with theprinciples of Ind AS 115 "Revenue from Contracts withCustomers" ('Ind AS 115').
When items of income and expense within profit orloss from ordinary activities are of such size, natureor incidence that their disclosure is relevant to assistusers in understanding the financial performanceachieved and in making projections of financialperformance, the nature and amount of such materialitems are disclosed separately as exceptional items.
The effective portion of changes in the fair value ofderivatives that are designated and qualify as cash flowhedge is recognised in other comprehensive incomeand accumulated under cash flow hedge reserve. TheCompany classifies its forward contract that hedgeforeign currency risk associated as cash flow hedge andmeasures them at fair value. The gain or loss relatingto the ineffective portion is recognised immediatelyin the standalone statement of profit and loss and isincluded in the 'other expense/ other income' line item.Amounts previously recognised in other comprehensiveincome and accumulated in equity relating to effectiveportion (as described above) are reclassified tothe standalone statement of profit and loss in theperiods when the hedged item affects the standalonestatement of profit and loss, in the same line as therecognised hedged item. When the hedging instrumentexpires or is sold or terminated or when a hedge nolonger meets the criteria for hedge accounting, anycumulative deferred gain or loss at that time remains inequity until the forecast transaction occurs and whenthe forecast transaction is no longer expected to occur,the cumulative gain or loss that was reported in equityare immediately reclassified to standalone statement ofprofit and loss within other income.
The Ministry of Corporate Affairs (MCA) notifies newstandards or amendments to existing standardsunder the Companies (Indian Accounting Standards)Rules, as issued from time to time. During the yearended March 31, 2025, the MCA notified Ind AS 117 -Insurance Contracts and amendments to Ind AS 116- Leases, specifically relating to sale and leasebacktransactions. These changes are applicable from April1, 2024. The Company has assessed that there is nosignificant impact on its financial statements.
The Board of Directors of the Company at its meeting held on January 16, 2025 had declared an interim dividend of 140% (H 7 perequity share of par value of H 5 each). This has resulted in cash outflow of H 2,161 lakhs. Further, the Board of Directors of theCompany at its meeting held on April 18, 2025 have recommended a final dividend of 320% (H 16 per equity share of par value of H 5each), which is subject to approval by the shareholders of the Company at ensuing Annual General Meeting. The maximum (estimated)cash outflow will be H 4,950 lakhs. Proposed dividend on equity shares is not recognised as a liability as at March 31, 2025. Dividenddeclared by the Company is based on profit available for distribution.
The Board of Directors of the Company at its meeting held on January 18, 2024 had declared an interim dividend of 140% (H 7 perequity share of par value of H 5 each). This has resulted in cash outflow of H 2,147 lakhs. Further, the Board of Directors of theCompany at its meeting held on April 26, 2024 have recommended a final dividend of 240% (H 12 per equity share of par value of H 5each), which was approved by the shareholders of the Company at its Annual General Meeting held on September 30, 2024. Thisresulted in cash outflow of H 3,704 lakhs. Proposed dividend on equity shares was not recognised as a liability as at March 31, 2024.Dividend declared by the Company is based on profit available for distribution.
(i) Term loan was secured by first charge on immovable property situated at Mahindra World City, Chengalpet, Chennai.
(ii) Vehicle loans are secured by hypothecation of assets (vehicles) purchased thereagainst.
Repayment terms: Monthly payment of equated monthly instalments beginning from the month subsequent to taking the loanalong with interest at 7.40% - 9.70% p.a. (March 31, 2024: 7.10% - 9.35% p.a.). Vehicle loans are repayable in 1 to 60 instalmentsfrom March 31, 2025 (March 31, 2024: 1 to 60 instalments).
(iii) Refer note 32 for liquidity risk.
(iv) There was no default in repayment of borrowings and interest thereon during current and previous year.
(v) Borrowings were applied for the purpose for which they were availed.
(vi) Details of repayment terms:
Plan is governed by the Payment of Gratuity Act, 1972 ('Gratuity Act'). Under the Gratuity Act, employees are entitled to specificbenefit at the time of retirement or termination of the employment on completion of five years or death while in employment.The level of benefit provided depends on the member's length of service and salary at the time of death/retirement/termination age.
Notes:
i) The Company has setup an income tax approved irrevocable trust fund to finance the plan liability. The trustees of thetrust fund are responsible for the overall governance of the plan. Expected contribution to the fund in FY 2025-26 is H 502lakhs (FY 2024-25: H 200 lakhs).
ii) Plan assets are investment in unquoted insurer managed funds (100%) for current and previous year.
(b) The obligation for compensated absence is recognised basis Company's leave policy. Company follow calendar year for leaveaccumulation. Maximum of 18 days can be accrued during a year and maximum cap on accumulation is 45 days. Leaves inexcess of maximum cap can be encashed during the tenure or on separation from the Company. Net charge to the standalonestatement of profit and loss the year ended March 31, 2025 is H 489 lakhs (March 31, 2024: H 193 lakhs).
lol Ci inHoH
*During the year ended March 31, 2024, the management of the Company has decided to opt for new tax rate regime as per Section 115BAA ofthe Income-tax Act, 1961, effective FY 2022-23. As per provisions of Section 115BAA, the Company on shifting to new tax regime will be taxedat a lower rate and would not be required to pay Minimum Alternate Tax (MAT) and, as a consequence, no longer claim MAT credits. Accordingly,deferred tax adjustments during the year ended March 31, 2024, primarily include reversal of deferred tax asset (towards MAT credit)amounting to H 2,840 lakhs and remeasurement of other opening deferred tax balances, based on the new tax rate.
**The Company had filed for a Bilateral Advance Pricing Arrangement ('BAPA') in the financial year 2015-16, under which the Company hadrecognised a provision in its books of account based on the most likely outcome expected as per the BAPA. Since no agreement could be reachedbetween the respective competent tax authorities, the said application has been closed by them during the year ended March 31, 2024. Basisthe analysis done by management of the Company, the additional tax provision up to March 31, 2023, amounting to H 2,755 lakhs, being nolonger required, has been reversed during the year and included under 'income tax relating to earlier years'.
During the year ended March 31, 2024, the management of the Company has decided to opt for new tax rate regime as perSection 115BAA of the Income-tax Act, 1961, effective FY 2022-23. Accordingly, adjustment (reversal) was also required to theprovision recognised for the year ended March 31, 2023, at the higher tax rate (prior to the adoption of new tax regime), whichhave been included under 'income tax relating to earlier years'.
1. Foreign currency balances (other than advances) are reinstated in INR using year end exchange rate.
2. Equity and equity like investments (as at balance sheet date) are not considered under 'Balances outstanding (as at year-end)'as these are not considered 'outstanding' exposures.
3. All the amounts due to/ from related parties (as at year-end) are unsecured.
4. All the amounts due to/ from related parties (as at year-end), other than advances, will be cash-settled. Goods or services willbe received/ provided against the advance given/ taken, if any.
5. For security provided by Mastek Limited for the loans availed by subsidiary companies, refer footnote (ii) to Note 3.
*The guarantees have been given for loans availed by the respective subsidiaries. Also, the disclosure is of guarantee equivalent to amount of loanavailed (for transactions during the year) which includes loan availed against unutilised guarantees of previous years and loan outstanding (balanceoutstanding as at reporting date). The amounts disclosed does not include unutilised guarantees. Refer note 37 for guarantees outstanding ofcontingent nature.
A This also includes foreign exchange adjustment/ fair value adjustment.
AA Consideration paid on behalf of subsidiary is pursuant to acquisition (Refer note 39(a)).
* The KMP's are covered under the gratuity policy and compensated absences policy along with other eligible employee of the Company. Proportionateamount of gratuity and compensated absences expenses and provision for gratuity and compensated absences, which are determined actuarially arenot mentioned in the aforementioned disclosure as these are computed for the Company as a whole.
** Represents the perquisite component, i.e., the difference between exercise price and fair market value of the option.
1. Company has paid the remuneration to its directors during the year in accordance with the provision of and limits laid downunder section 197 read with Schedule V to the Act.
2. There are no commitments with any related party during the year or as at year end.
3. All the related party transactions are made on terms equivalent to those that prevail in an arm's length transaction, for whichprior approval of Audit Committee was obtained during the years ended March 31, 2025 and March 31, 2024.
29 Segment reporting
The Company has opted to present information relating to its segments in its consolidated financial statements which are includedin the same annual report. In accordance with Ind AS 108 - 'Operating Segments', no disclosures related to segment are thereforepresented in these standalone financial statements.
30 Financial instrument
The carrying value and fair value of financial instruments by categories as at March 31, 2025 and March 31, 2024 is as follows:
1. Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables, other current financialassets/ liabilities and short term borrowings approximate their carrying amounts largely due to short term maturities ofthese instruments.
2. Financial instruments are evaluated by the Company based on parameters such as individual credit worthiness of the counter¬party. Based on this evaluation, allowances are taken to account for expected losses of these receivables. Accordingly, fair valueof such instruments is not materially different from their carrying amounts.
3. The fair values for finance lease contracts and financial guarantee contract were calculated based on cash flows discountedusing market interest rate on the date of initial recognition and fair values for deposits were calculated based on cash flowsdiscounted using market interest rate on the date of initial recognition and subsequently on each reporting date. The leaseliability is initially recognised at the present value of the future lease payments and is discounted using the interest rate implicitin the lease or, if not readily determinable, using the incremental borrowing rates and subsequently measured at amortised cost.Investment in mutual funds are designated at FVTPL and mark to market gain/ loss is recorded in statement of profit and losson each reporting date.
4. Fair value of long term borrowings approximate their carrying amounts due to the fact that no upfront fees is paid ascompensation to secure the borrowing and the interest rate is equal to the market interest rate.
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value onrecurring basis as at March 31, 2025 and March 31, 2024
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. asprices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
There have been no transfers amongst the level of hierarchy during the current and previous year.
For assets and liabilities that are recognised in the standalone financial statements on a recurring basis, the Company determineswhether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input thatis significant to the fair value measurement as a whole) at the end of each reporting period.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in acurrent transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions areused to estimate the fair values.
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's primaryfocus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financialperformance. The Company's management oversees the management of these risk and formulates the policies which are reviewedand approved by the Board of Directors and Audit Committee. Such risks are summarised below:
(i) Market risk:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in marketprices. The primary market risk to the Company is currency risk and other price risk. The Company does not have any borrowingswith floating interest rate, thus interest rate risk is not applicable.
The Company's exposure to risk of change in foreign currency exchange rates arising from foreign currency transactions, isprimarily with respect to the currencies which are not fixed. Foreign exchange risk arises from future commercial transactionsand recognised assets and liabilities denominated in a currency that is not the functional currency of the Company. TheCompany uses derivative financial instruments to mitigate foreign exchange related risk exposures. The counter party of thesederivative instruments are primarily banks. These derivative financial instruments are valued based on inputs that is directly orindirectly observable in the marketplace.
All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills,experience and supervision. It is the Company's policy that no trading in derivative for speculative purposes may be undertaken.
These derivative financial instruments are forward contracts and are qualified for cash flow hedge accounting when theinstrument is designated as hedge. Company has designated major portion of derivative instruments as cash flow hedges tomitigate the foreign exchange exposure of highly probable future forecasted sales.
The following table presents the aggregate contracted principal amounts of the Company's derivative contracts outstanding:
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as at and for the year ended March 31, 2025(All amounts in I lakhs, unless otherwise specified)
The objective of hedge accounting is to represent, in the Company's standalone financial statements, the effect of theCompany's use of financial instruments to manage exposures arising from particular risks that could affect profit or loss. Aspart of its risk management strategy, the Company makes use of derivative financial instruments for hedging the risk arising onaccount of highly probable future forecasted sales.
The Company has a Board approved policy on assessment, measurement and monitoring of hedge effectiveness whichprovides a guideline for the evaluation of hedge effectiveness, treatment and monitoring of the hedge effective position froman accounting and risk monitoring perspective. Hedge effectiveness is ascertained at the time of inception of the hedge andperiodically thereafter. The Company assesses hedge effectiveness on prospective basis. The prospective hedge effectivenesstest is a forward looking evaluation of whether or not the changes in the fair value or cash flows of the hedging position areexpected to be highly effective in offsetting the changes in the fair value or cash flows of the hedged position over the term ofthe relationship.
For derivative financial instruments designated as hedge, the Company documents, at inception, the economic relationshipbetween the hedging instrument and the hedged item, the hedge ratio, the risk management objective for undertaking thehedge and the methods used to assess the hedge effectiveness. The hedge ratio is 1:1.
The Company determines the existence of an economic relationship between the hedging instrument and hedged item based onthe currency, amount and timing of their respective cash flows. The foreign exchange forward contracts are denominated in thesame currency as the highly probable forecasted sales. Further, the entity has included the foreign currency basis spread andtakes the forward rates in hedging relationship.
Hedge effectiveness is assessed through the application of dollar offset method and designation of forward contract as thehedging instrument. Further to determine hedge effectiveness, Company creates the hypothetical forward contract rate ason the date of reporting and takes mark-to-market rate of forward contract rate in order to determine hedge ineffectiveness.Hedge effectiveness is calculated using the following formula: Change in fair value of hedging instrument / change in fair valueof hedged item. Effective portion of cash flow hedge is taken to cashflow hedge reserve, which is a separate portion withinequity i.e. OCI and ineffective portion is immediately charged to the standalone statement of profit and loss. Balances incashflow hedge reserve are transferred to the standalone statement of profit and loss in the period, when sales occur and cashflows actually effects the profit or loss.
The table below enumerates the Company's hedging strategy, typical composition of the Company's hedge portfolio, theinstruments used to hedge risk exposures and the type of hedging relationship:
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet itscontractual obligations, and arises from cash and cash equivalents, bank balances, other financial assets as well as creditexposures to customers including outstanding receivables. The maximum exposure to credit risk is equal to the carrying value ofthe financial assets.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. To managethis, the Company periodically assesses the financial reliability of customers, taking into account the financial condition,current economic trends, forward looking macroeconomic information, analysis of historical bad debts and ageing of accountsreceivables. Individual risk limits are set accordingly.
The expected credit loss rates are based on the payment profiles of sales over a period of of time and the correspondinghistorical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward¬looking information on macro-economic factors affecting the ability of the customers to settle the receivables. The Companyrecognises lifetime expected losses for all trade receivables that do not constitute a financing component.
Outstanding customer receivables are regularly monitored.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographicsof the customer including the default risk of the industry and country in which the customer operates also has an influence oncredit risk assessment.
The Company periodically monitors the recoverability and credit risks of its other financial assets. The Company evaluates 12months expected credit losses for all the financial assets for which credit risk has not increased significantly. In case credit riskhas increased significantly, the Company considers life time expected credit losses for the purpose of impairment provisioning
The Company has considered financial condition, current economic trends, forward looking macroeconomic information,analysis of historical bad or doubtful receivables and ageing of receivables related to cash and cash equivalents, bank balances,bank and margin deposits, security deposits and other financial assets. In most of the cases, risk is considered low since thecounterparties are reputed organisations with no history of default to the Company and no unfavourable forward looking macroeconomic factors. Wherever applicable, expected credit loss allowance is recorded.
The Company does not require collateral in respect of trade receivables. Also, there are no such receivables for which no lossallowance is recognised because of collateral.
In respect of financial guarantees provided by the Company to banks, the maximum exposure which the Company is exposed tois the maximum amount which the Company would have to pay if the guarantee is called upon. Based on the expectation at theend of the reporting period, the Company considers that it is more likely than not that such an amount will not be payable underthe guarantees provided.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Companymanages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities whendue. Also, the Company has unutilized credit limits with banks. The Company's corporate treasury department is responsible forliquidity, funding and settlement management. In addition, processes and policies related to such risks are overseen by seniormanagement of the Company. The Company's management monitors the net liquidation position through rolling forecast on thebasis of expected cash flows.
Also, the probability that guarantee given by the Company on behalf of its subsidiaries, Mastek (UK) Limited ('Mastek UK') andMastek Inc., for their respective borrowings, will be invoked, is remote. Mastek UK has history of timely repayment and financialstrength to repay the loans. Similarly, Mastek Inc. has history of timely repayment and support from its holding company,Mastek UK, if required. Acquisition of Metasofttech Solutions LLC ('MetaSoft USA') by Mastek Inc. during the year ended March31, 2023 and BizAnalytica LLC ('Biz USA') during the year ended March 31, 2024 have further positive impact on the operationsin the region. Accordingly, such guarantees are not expected to impact the liquidity risk profile of the Company.
The table below provides details regarding the contractual maturities of financial liabilities as at March 31, 2025 andMarch 31, 2024:
The Company introduced a new scheme in financial year 2013 for granting 2,500,000 stock options to its employees andemployees of its subsidiaries, each option giving a right to apply for one equity share of the Company on its vesting. The vestingperiod of stock option will range from one year to four years from the date of grant. The stock options are exercisable within aperiod of seven years from the date of vesting.
The weighted average share price on the date of exercise for share options exercised during the year ended March 31, 2025 isH 2,428 (March 31, 2024: H 1,977).
Note: The Company does not have a past practice of cash settlement for these ESOPs. The Company accounts for the ESOPs asan equity-settled plan.
The following tables summarise information about the options outstanding under various programs as at March 31, 2025 andMarch 31, 2024, respectively:
Volatility: Volatility is a measure of the amount by which a price has fluctuated or is expected to fluctuate during the period.The measure of volatility is used in Black Scholes option pricing model is the annualised standard deviation of the continuouslycompounded rates of return on the stock over a period of time. Company considered the daily historical volatility of theCompany's stock price on NSE over the expected life of each vest.
Risk free rate: The risk free rate being considered for the calculation is the interest rate applicable for a maturity equal to theexpected life of the options based on zero coupon yield curve for government securities.
Expected life of the options: Expected life of the options is the period for which the Company expects the options to be live.The minimum life of stock options is the minimum period before which the options can't be exercised and the maximum life ofthe option is the maximum period after which the options can't be exercised. The Company has calculated expected life as theaverage of the minimum and the maximum life of the options.
Dividend yield: Expected dividend yield has been calculated as a total of interim and final dividend declared in last yearpreceding date of grant.
i) The Company's leased assets primarily consist of leases for office premises. Leases of office premises have remaininglease term between 1 to 41 years (March 31, 2024 - 4 to 42 years). There are several lease agreements with extension andtermination options, for which management exercises significant judgement in determining whether these extension andtermination options are reasonably certain to be exercised. Since it is reasonable certain to exercise extension option andnot to exercise termination option, the Company has opted to include such extended term and ignore termination option indetermination of lease term. Further, Company is not exposed to any variable lease payments or residual value guarantee.
ii) The following are the amounts recognised in standalone statement of profit and loss:
** Amount outstanding as at balance sheet date represents gross demand raised by the tax authorities excluding amount paid under protest as it isnot charged to the standalone statement of profit and loss by the Company
A Further in relation to AY 2011-12, there was an addition on account of transfer pricing matter which the Honorable ITAT has remanded back to thefile of the Transfer Pricing Officer for fresh adjudication. Since the matter has been remanded back, the outcome of the same cannot be ascertained atthe moment.
The Company is also involved in various other litigations under income tax act with various appellate authorities on account oftransfer pricing litigations, deductions u/s 10A, u/s 10AA, u/s 80HHE, u/s 40(a)(i), claim of foreign tax credit, other allowance/disallowance u/s 37 of the Income-tax Act, 1961. These matters are pending before various income tax appellate authorities and themanagement and its tax advisors expect that its tax position will likely be upheld, and will not have a material adverse effect on theCompany's financial position and result of operations. For these cases, the possibility of an outflow of resources embodying economicresources is remote according to the management and hence the same is not disclosed as a contingent liability."
1. Company is contesting all of the above demands mentioned in (2) above and the management believes that its positionsare likely to be upheld at the appellate stage. No expense has been accrued in the standalone financial statements for theaforesaid demands. The management believes that the ultimate outcome of these proceedings are not expected to have amaterial adverse effect on the Company's financial position and results of operations and hence no provision has been made inthis regard.
2. It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolutionof the respective proceedings.
3. The amounts disclosed above represent the best possible estimates arrived at on the basis of available information and do notinclude any penalty payable.
4. The Company does not expect any reimbursements in respect of the above contingent liabilities.
5. Based on the judgement by the Honourable Supreme Court dated February 28, 2019, past provident fund liability, is notdeterminable at present, in view of uncertainty on the applicability of the judgement to the Company with respect to timingand the components of its compensation structure. In absence of further clarification, the Company has been advised to awaitfurther developments in this matter to reasonably assess the implications on its standalone financial statements, if any.
6. The Code on Social Security, 2020 ("the Code") relating to employee benefits during employment and post-employment benefitsreceived Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date onwhich the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes intoeffect and will record any related impact in the period the Code becomes effective.
(i) Mastek (UK) Limited, a wholly-owned subsidiary of Mastek Limited, entered into a Business Transfer Agreement ('BTA')on February 8, 2020 to acquire the business of Evosys Arabia FZ LLC and Share Transfer Agreements (STA) to acquireMiddle East Companies ('MENA Acquisition') by paying a cash consideration (net of cash and cash equivalents) of $ 64.9million i.e. H 48,204 lakhs. The closing of such transaction occurred on March 17, 2020, which is considered to be the dateof transfer of control or the date of acquisition, as per Ind AS 103, and necessary effects have been recognised in thestandalone financial statements of the respective entities, alongwith standalone and consolidated financial statements ofthe Company and its subsidiaries. While the acquisition has been effected and full consideration has been paid, proceduresto complete the legal processes like registering sale of shares in one of the geography was delayed due to the pandemiccondition, which has been completed as at March 31, 2022.
(ii) With respect to a business undertaking of ESPL (including investments in certain subsidiaries of ESPL), the parties (Mastekgroup and Evosys group) entered into a Demerger Co-operation Agreement ('DCA') and Shareholders Agreement onFebruary 8, 2020. The manner of discharge of the non-cash consideration and the acquisition of legal ownership, wasdecided to be achieved through a demerger scheme filed before the National Company Law Tribunal ('NCLT') ('the Scheme'),or, as per DCA, the parties were to complete this transaction with the same economic effect, by an alternate arrangement,within the period specified in the DCA. The DCA gave Mastek Enterprise Solutions Private Limited (formerly known asTrans American Information Systems Private Limited) ('MESPL') a wholly owned subsidiary of Mastek, the right to appointmajority of the board of directors in ESPL and its subsidiaries and also provided for the relevant activities of ESPL and itssubsidiaries to be decided by a majority vote of such board of directors, thereby resulting in transfer of control of businessof ESPL and its subsidiaries to Mastek Group. The date of acquisition of business undertaking for the purposes of Ind
AS 103 is the date of transfer of control to the Group, i.e. February 8, 2020. Discharge of consideration for demerger isthrough issue of 4,235,294 equity shares of Mastek Limited (face value H 5 each) and balance through 15,000 CompulsorilyConvertible Preference Shares ('CCPS') of H 10 each of MESPL, subsequently split into 150,000 CCPS of H 1 each, whichcarry a put option to be discharged at agreed EBITDA multiples, based on actual EBIDTA of 3 years commencing fromfinancial year ending March 31, 2021 including adjustment for closing cash. Pending completion of legal acquisition, thistransaction had only been considered for disclosure in the standalone financial statements for the years ended March 31,2020 and 2021 and all periods ending June 30, 2021.
On September 14, 2021, the above transaction was approved by the NCLT, pursuant to the Scheme of De-merger ('theScheme'), for the demerger of Evolutionary Systems Private Limited (ESPL or demerged entity), into MESPL, with theeffective date of February 1, 2020 (Appointed Date). Consequently, the effect of the de-merger has been considered in theprevious year's financial statement in accordance with Ind AS 103 - 'Business Combinations'. Accordingly, the year endedMarch 31, 2021 have been restated, to give effect to the business combination.
On December 17, 2021, a board meeting was held where the Board approved the buy out of first tranche of CCPS i.e. 1/3rdof the total outstanding CCPS (of MESPL) basis the agreed valuations in line with SEBI (Issue of Capital and DisclosureRequirements) Regulations, 2018 (as amended). Accordingly, 254,755 equity shares of Mastek Limited (face value H 5 each)were issued on February 10, 2022, for said buy- out of first tranche of 50,000 CCPS of MESPL.
On December 11, 2022, a board meeting was held where the Board approved the buy out of second tranche of 50,000CCPS of MESPL basis the agreed valuations in line with SEBI (Issue of Capital and Disclosure Requirements) Regulations,2018 (as amended). Accordingly, 320,752 equity shares of Mastek Limited (face value of H 5 each) were issued on January17, 2023, for said buy-out of second tranche of 50,000 CCPS of MESPL.
On December 13, 2023, a board meeting was held where the Board approved the buy out of third tranche of 50,000 CCPSof MESPL basis the agreed valuations in line with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018(as amended). Accordingly, 159,942 equity shares of Mastek Limited (face value of H 5 each) are issued on February 19,2024, for said buy-out of third and final tranche of 50,000 CCPS of MESPL, resulting into completion of buy-out of non¬controlling interest.
(iii) Total purchase consideration discharged by the Company on behalf of MESPL pursuant to scheme of demerger
During the year ended March 31, 2023, Mastek had acquired control of the business of Meta Soft Tech Systems Private Limited('MST India'). Mastek Limited, entered into a Share purchase agreement ('SPA') on July 18, 2022 to acquire the business of MSTIndia by paying a cash consideration (net of cash and cash equivalents) of $ 2.2 million i.e. H 1,846 lakhs. The closing of suchtransaction occurred on August 02, 2022, which was considered to be the date of transfer of control or the date of acquisition,as per Ind AS 103, and necessary effects was recognised in the standalone financial statements of the respective entities andconsolidated financial statements of the Group.
MST India offers customer relationship management (CRM) and marketing automation consulting services. It offers salesforce,licensing solution, MuleSoft integrations, CPQ for salesforce, and Vlocity products. The Company offers digital transformation,managed services, and marketing automation solutions. It serves education, healthcare, manufacturing, non-profit, and publicsector industries. it is a trusted partner to several Fortune 1000 and large enterprise clients. The acquisition would enable theCompany in CRM business.
As part of the MST India acquisition, the purchase consideration was discharged in cash:
Goodwill is primarily related to growth expectations, expected future profitability, the substantial skill and expertise of MSTIndia workforce and expected synergies.
^Represents fair value of receivables and gross contractual amounts receivable. All amounts are expected to be collected.**Excludes the amount pertaining to OCI of H 8 lakhs.
It is not feasible to determine cash inflows generated by Meta Soft India that are largely independent of other assets or group ofassets. Thus, Meta Soft India, for the purpose of impairment testing is included in US Cash Generating Unit (CGU).
The recoverable amount has been determined for CGU using value in use. The estimated value-in-use is based on the presentvalue of the future cash flows using a growth rate of 2% p.a, annual growth rate for periods subsequent to the forecast periodof 5 years and average discount rate of 11.5% p.a respectively. The growth rate used is in line with the long-term averagegrowth rate for the industry in which Company operates. An analysis of the sensitivity of the computation to a change in keyparameters (growth rate and discount rate), based on reasonable assumptions, did not identify any probable scenario in whichthe recoverable amount of the CGU would decrease below it is carrying amount.
During the year ended March 31, 2024, the Company had signed a definitive agreement for purchase of identified assets ofBizAnalytica LLP ('Biz India') for a consideration of approximately H 1,050 lakhs (equivalent to $ 1.28 million). The acquisition wascompleted on August 01, 2023 which was considered to be the date of acquisition, as per Ind AS 103. Biz India is an off-shoreservice provider and is primarily engaged in data cloud, analytics and modernization related services.
As part of the acquisition, the purchase consideration was discharged in cash:
Goodwill is primarily related to growth expectations and expected future profitability of Biz USA business (acquired by theGroup) to which Biz India provides back end support and the substantial skill and expertise of Biz India workforce.
It is not feasible to determine cash inflows generated by Biz India that are largely independent of other assets or group ofassets. Thus, Biz India, for the purpose of impairment testing is included in US Cash Generating Unit (CGU)
The recoverable amount has been determined for CGU using value in use. The estimated value-in-use is based on the presentvalue of the future cash flows using a growth rate of 2% p.a, annual growth rate for periods subsequent to the forecast periodof 5 years and discount rate of 11.5% p.a respectively. The growth rate used is in line with the long-term average growth ratefor the industry in which company operates. An analysis of the sensitivity of the computation to a change in key parameters(growth rate and discount rate), based on reasonable assumptions, did not identify any probable scenario in which therecoverable amount of the CGU would decrease below it is carrying amount.
The Company has performed sensitivity analysis and has concluded that there are no reasonably possible changes to keyassumptions that would cause the carrying amount of a CGU to exceed its recoverable amount.
Pursuant to the Scheme of amalgamation (the 'Scheme'), Meta Soft Tech Systems Private Limited (hereinafter referred to as'Transferor Company'), had merged with Mastek Limited ('Transferee Company'), as approved by the Hon'ble National CompanyLaw Tribunal ('NCLT'), Ahmedabad on May 17, 2024 with August 01, 2022 as the appointed date. Both Transferor Company andTransferee Company had filed the approved scheme with ROC, Ahmedabad on May 31, 2024, which had been considered aseffective date as per the Scheme. The assets, liabilities and reserves of the Transferor Company are transferred to and vested inthe Transferee Company. The said transfer had been considered as a 'common control business combination' as per Appendix Cto Ind AS 103 "Business Combinations" and had been accounted for from August 01, 2022 i.e., the appointed date which is alsothe date of obtaining the control. Hence, the figures for the previous year are not comparable. The impact of the aforementionedaccounting is summarized below:
(i) Debt = Non-current borrowings Current borrowings
(ii) Net worth = Paid-up share capital Reserves created out of profit - Accumulated losses
(iii) Earnings available for debt service= Net profit for the year Non operating expenses like depreciation and amortisation Interest expense
40 Expenditure on corporate social responsibilities ('CSR')
As per section 135 of the Act, and rules therein, the Company is required to spend at least 2% of its average net profits for threeimmediately preceding financial years towards CSR activities. The Company has CSR committee as per the Act. The funds are utilisedon the activities which are specified in Schedule VII of the Act. Details of CSR expenditure are as follows:
(iv) Debt service = Interest expense Lease payment within next 12 months Principal repayment of borrowings within next12 months
(v) EBIT = Earnings before exceptional items, interest and tax
(vi) Capital employed = Tangible net worth Total debt Deferred tax liabilities
(vii) Tangible net worth = Total equity - Other intangible assets
Debt-equity ratio Reduction is due to term loan repayment by the Company during the year
Debt service coverage ratio Increase is due to term loan repayment by the Company during the year
Net capital turnover ratio Increase in revenue is 12% as compared to increase in working capital by 75%. Hence, the ratio
has reduced.
(i) The Company has not advanced or loaned or invested funds to any person or any entity, including foreign entities(Intermediaries) with the understanding that the intermediary shall:
(a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or on behalf of theCompany (Ultimate Beneficiaries); or
(b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(ii) The Company has not received any fund from any person or any entity, including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by a or on behalf of theFunding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
43 The Company does not have any transactions and outstanding balances during the current as well previous year with Companiesstruck off under section 248 of the Act or section 560 of Companies Act, 1956.
44 The Company has not granted any loan or advance in the nature of loan, during the current and previous year, to promoters,directors, KMPs or other related parties, either severally or jointly with any other person, that is repayable on demand orwithout specifying any terms or period of repayment. Also, no such loan or advance in nature of loan is outstanding as at March31, 2025 and March 31, 2024.
45 The Company is not holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rulesmade thereunder as at March 31, 2025 and March 31, 2024. Further, no proceedings have been initiated or pending against theCompany for holding any benami property under the said act and rules mentioned above for the years ended March 31, 2025and March 31, 2024.
46 The Company does not have any charge or satisfaction which is yet to be registered with ROC beyond the statutory period as atMarch 31, 2025 and March 31, 2024.
47 The Company has not traded or invested in Crypto currency or Virtual currency during the current and previous year.
48 The Company does not has any such transaction which is not recorded in the books of account that has been surrendered ordisclosed as income during the year in the tax assessments under the Income-tax Act, 1961 (such as, search or survey or anyother relevant provision of the Income-tax Act,1961).
49 The Company has not revalued its PPE, ROU assets and other intangible assets during the current and previous year.
50 The Company has not been declared wilful defaulter by any bank or financial institution or any other lender for the years endedMarch 31, 2025 and March 31, 2024.
51 The Company has complied with the number of layers prescribed under section 2(87) of the Act for the years ended March 31,2025 and March 31, 2024.
52 The Company has not entered into any scheme of arrangement in terms of section 230 to 237 of the Act apart from thosedisclosed in note 39 for the year ended March 31, 2025 and March 31, 2024.
53 The Company has not given any loan or advance in the nature of loan to its subsidiary or other entity during the year endedMarch 31, 2025 and March 31, 2024.
Therefore, disclosure under Regulation 53(1)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 isnot applicable.
54 As per the transfer pricing rules, the Company has examined international transactions and documentation in respect thereofto ensure compliance with the said rules. The management does not anticipate any material adjustments with regard to thetransactions involved.
55 MCA has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software formaintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of eachand every transaction, creating an edit log of each change made in the books of account along with the date when such changeswere made and ensuring that the audit trail cannot be disabled.
During the current year, the audit trail (edit logs) feature for any direct changes made at the database level was not enabled forthe accounting software SAP ECC6 used for maintenance of books of account.
56 There are no subsequent events which warrants adjustment or disclosure in the standalone financial statements.
57 The standalone financial statements as at and for the year ended March 31, 2025 were approved by the Board of Directors onApril 18, 2025.
58 The Company is under process of appointing a Chief Financial Officer (CFO) under the provision of section 203 of the CompaniesAct, 2013 ('Act'). The previous CFO has resigned on January 29, 2025 and therefore, these standalone financial statements couldnot be signed by the CFO as required under section 134 of the Act.
59 Previous year figures have been regrouped, reclassified and rearranged wherever necessary, to conform to this year'spresentation, and these are not material to the standalone financial statements.
The accompanying notes form an integral part of the standalone financial statementsAs per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of Mastek Limited
Chartered Accountants
Firm Registration No.: 001076N/N500013
Adi P. Sethna Umang Nahata Ashank Desai
Partner Whole-Time Director & CEO Chairman
Membership No.: 108840 DIN: 00323145 DIN: 00017767
Place: Mumbai, India Place: Mumbai, India
Dinesh Kalani
Sr. Vice President - Group Company Secretary & Compliance OfficerPlace: Mumbai, India Place: Mumbai, India
Date: April 18, 2025 Date: April 18, 2025