Provisions are recognised when the Companyhas a present obligation (legal or constructive)as a result of a past event, it is probablethat an outflow of resources embodyingeconomic benefits will be required to settlethe obligation and a reliable estimate canbe made of the amount of the obligation.When the Company expects some or all of aprovision to be reimbursed, for example, underan insurance contract, the reimbursement isrecognised as a separate asset, but only whenthe reimbursement is virtually certain. Theexpense relating to a provision is presentedin the statement of profit and loss net of anyreimbursement.
If the effect of the time value of money ismaterial, provisions are discounted usinga current pre-tax rate that reflects, whenappropriate, the risks specific to the liability.When discounting is used, the increase inthe provision due to the passage of time isrecognised as a finance cost.
Contingent liability
Contingent liability is disclosed in the case of:
• A present obligation arising from pastevents, when it is not probable that anoutflow of resources will not be required tosettle the obligation
• A present obligation arising from pastevents, when it cannot be measuredreliably.
• A possible obligation arising from pastevents, unless the probability of outflow ofresources is remote.
The Company does not recognize a contingentliability but discloses its existence in theStandalone Financial Statements.
Commitments include the amount of purchaseorder (net of advances) issued to parties focompletion of assets. Provisions, contingenliabilities, contingent assets and commitmentsare reviewed at each balance sheet date.
(l) Retirement and other employee benefits
Retirement benefit in the form of ProvidenFund and Employee State Insurance is cdefined contribution schemes. The Companyhas no obligation, other than the contributionpayable to the fund. The Company recognizescontribution payable to these schemes asan expense, when an employee renders therelated service. If the contribution payable tothe scheme for service received before thebalance sheet date exceeds the contributionalready paid, the deficit payable to the schemeis recognised as a liability after deducting thecontribution already paid. If the contributionalready paid exceeds the contribution due foservices received before the balance sheedate, then excess is recognised as an asset tothe extent that the pre-payment will lead tofor example, a reduction in future payment oa cash refund.
The Company operates a defined benefi-gratuity plan in India, which requirescontributions to be made to a separatelyadministered fund.
The cost of providing benefits under thedefined benefit plan is determined using theprojected unit credit method.
Remeasurements, comprising of actuariagains and losses, the effect of the asset ceilingexcluding amounts included in net interest onthe net defined benefit liability and the returnon plan assets (excluding amounts included innet interest on the net defined benefit liability)are recognised immediately in the balancesheet with a corresponding debit or credit toretained earnings through OCI in the periocin which they occur. Remeasurements arenot reclassified to profit or loss in subsequenperiods.
Past service costs are recognised in profit oloss on the earlier of:
• The date of the plan amendment oicurtailment, and
• The date that the Company recognisesrelated restructuring costs
Net interest is calculated by applying thediscount rate to the net defined benefiliability or asset. The Company recognises thefollowing changes in the net defined benefi
obligation as an expense in the statement ofprofit and loss:
• Service costs comprising current servicecosts, past-service costs, gains andlosses on curtailments and non-routinesettlements; and
• Net interest expense or income
Short term employee benefits
Accumulated leave, which is expected to beutilized within the next twelve months, is treatedas short-term employee benefit. The Companymeasures the expected cost of such absencesas the additional amount that it expects to payas a result of the unused entitlement that hasaccumulated at the reporting date.
The Company treats accumulated leaveexpected to be carried forward beyond twelvemonths, as long-term employee benefit formeasurement purposes. Such long-termcompensated absences are provided forbased on the actuarial valuation using theprojected unit credit method at the year-end.Actuarial gains/losses are immediately takento the statement of profit and loss and are notdeferred.
However, the Company presents the entireprovision towards accumulated leave as acurrent liability in the balance sheet, since itdoes not have an unconditional right to deferits settlement for twelve months after thereporting date.
(m) Hired contractors cost
Hired contractors cost represents cost oftechnical sub-contractors for service deliveryto the Company's customers. These costs areaccrued based on services received from thesub-contractors in line with the terms of thecontract.
(n) Share-based payments
Employees (including senior executives) of theCompany receive remuneration in the form ofshare-based payments, whereby employeesrender services as consideration for equityinstruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions isdetermined by the fair value at the datewhen the grant is made using an appropriatevaluation model.
That cost is recognised, together with acorresponding increase in Share-BasedPayment (SBP) reserves in equity, over the
period in which the performance and/orservice conditions are fulfilled in employeebenefits expense. The cumulative expenserecognised for equity-settled transactionsat each reporting date until the vesting datereflects the extent to which the vesting periodhas expired and the Company's best estimateof the number of equity instruments that willultimately vest. The statement of profit andloss expense or credit for a period representsthe movement in cumulative expenserecognised as at the beginning and end ofthat period and is recognised in employeebenefits expense.
Service and non-market performanceconditions are not taken into account whendetermining the grant date fair value of awards,but the likelihood of the conditions being metis assessed as part of the Company's bestestimate of the number of equity instrumentsthat will ultimately vest. Market performanceconditions are reflected within the grant datefair value. Any other conditions attached toan award, but without an associated servicerequirement, are considered to be non¬vesting conditions. Non-vesting conditions arereflected in the fair value of an award and leadto an immediate expensing of an award unlessthere are also service and/or performanceconditions.
No expense is recognised for awards thatdo not ultimately vest because non-marketperformance and/or service conditions havenot been met. Where awards include a marketor non-vesting condition, the transactions aretreated as vested irrespective of whether themarket or non-vesting condition is satisfied,provided that all other performance and/orservice conditions are satisfied.
When the terms of an equity-settled award aremodified, the minimum expense recognisedis the expense had the terms had not beenmodified, if the original terms of the award aremet. An additional expense is recognised forany modification that increases the total fairvalue of the share-based payment transactionor is otherwise beneficial to the employee asmeasured at the date of modification. Wherean award is cancelled by the entity or by thecounterparty, any remaining element of the fairvalue of the award is expensed immediatelythrough profit or loss.
The dilutive effect of outstanding options isreflected as additional share dilution in thecomputation of diluted earnings per share.
(o) Financial instruments
A financial instrument is any contract thatgives rise to a financial asset of one entityand a financial liability or equity instrument ofanother entity.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initialrecognition, as subsequently measuredat amortized cost, fair value through othercomprehensive income (OCI), and fair valuethrough profit or loss.
The classification of financial assets at initialrecognition depends on the financial asset'scontractual cash flow characteristics and theCompany's business model for managingthem. With the exception of trade receivablesthat do not contain a significant financingcomponent or for which the Company hasapplied the practical expedient, the Companyinitially measures a financial asset at its fairvalue plus, in the case of a financial asset notat fair value through profit or loss, transactioncosts. Trade receivables that do not containa significant financing component or forwhich the Company has applied the practicalexpedient are measured at the transactionprice determined under Ind AS 115. Refer to theaccounting policies in section Revenue fromcontracts with customers.
For a financial asset to be classified andmeasured at amortized cost or fair valuethrough OCI, it needs to give rise to cashflows that are ‘solely payments of principaland interest (SPPI)' on the principal amountoutstanding. This assessment is referred to asthe SPPI test and is performed at an instrumentlevel.
The Company's business model for managingfinancial assets refers to how it managesits financial assets in order to generatecash flows. The business model determineswhether cash flows will result from collectingcontractual cash flows, selling the financialassets, or both.
Purchases or sales of financial assets thatrequire delivery of assets within a time frameestablished by regulation or convention inthe market place (regular way trades) arerecognised on the trade date, i.e., the date thatthe Company commits to purchase or sell theasset.
For purposes of subsequent measurement,financial assets are classified in threecategories:
• Financial assets at amortized cost (debtinstruments)
• Financial assets designated at fair valuethrough OCI with no recycling of cumulativegains and losses upon derecognition(equity instruments)
• Financial assets at fair value through profitor loss
Financial assets at amortized cost (debtinstruments)
A ‘debt instrument' is measured at theamortized cost if both the following conditionsare met:
a) The asset is held within a business modelwhose objective is to hold assets forcollecting contractual cash flows, and
b) Contractual terms of the asset give riseon specified dates to cash flows that areSolely Payments of Principal and Interest(SPPI) on the principal amount outstanding.
After initial measurement, such financial assetsare subsequently measured at amortizedcost using the EIR method. Amortized costis calculated by taking into account anydiscount or premium on acquisition and feesor costs that are an integral part of the EIR. TheEIR amortisation is included in finance incomein the profit or loss. The losses arising fromimpairment are recognised in the profit or loss.This category generally applies to trade andother receivables.
Financial assets designated at fair valuethrough OCI with no recycling of cumulativegains and losses upon derecognition (equityinstruments)
Upon initial recognition, the Company can electto classify irrevocably its equity investmentsas equity instruments designated at fair valuethrough OCI when they meet the definition ofequity under Ind AS 32 Financial Instruments:Presentation and are not held for trading. Theclassification is determined on an instrument-by-instrument basis. Equity instrumentswhich are held for trading and contingentconsideration recognised by an acquirer ina business combination to which Ind AS103applies are classified as at FVTPL.
Gains and losses on these financial assets arenever recycled to profit or loss. Dividends arerecognised as other income in the statementof profit and loss when the right of payment hasbeen established, except when the Companybenefits from such proceeds as a recovery ofpart of the cost of the financial asset, in whichcase, such gains are recorded in OCI. Equityinstruments designated at fair value throughOCI are not subject to impairment assessment.
The Company elected to classify irrevocablyits non-listed equity investments under thiscategory.
Financial assets at fair value through profit orloss are carried in the balance sheet at fairvalue with net changes in fair value recognisedin the statement of profit and loss.
This category includes derivative instrumentsand listed equity investments which theCompany had not irrevocably elected toclassify at fair value through OCI. Dividends onlisted equity investments are recognised in thestatement of profit and loss when the right ofpayment has been established.
Derecognition
A financial asset (or, where applicable, a partof a financial asset or part of a group of similarfinancial assets) is primarily derecognised (i.e.removed from the Company's balance sheet)when:
a) the rights to receive cash flows from theasset have expired, or
b) the Company has transferred its rights toreceive cash flows from the asset, and
i. the Company has transferredsubstantially all the risks and rewardsof the asset, or
ii. the Company has neither transferrednor retained substa ntia lly a ll the risksand rewards of the asset, but hastransferred control of the asset.
When the Company has transferred its rights toreceive cash flows from an asset or has enteredinto a pass-through arrangement, it evaluatesif and to what extent it has retained the risksand rewards of ownership. When it has neithertransferred nor retained substantially all of therisks and rewards of the asset, nor transferredcontrol of the asset, the Company continues torecognise the transferred asset to the extent
of the Company's continuing involvement. Inthat case, the Company also recognises anassociated liability. The transferred asset andthe associated liability are measured on abasis that reflects the rights and obligationsthat the Company has retained.
Continuing involvement that takes the formof a guarantee over the transferred asset ismeasured at the lower of the original carryingamount of the asset and the maximumamount of consideration that the Companycould be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Companyapplies Expected Credit Loss (ECL) model formeasurement and recognition of impairmentloss on the following financial assets and creditrisk exposure:
a) Financial assets that are debt instruments,and are measured at amortized coste.g., loans, debt securities, deposits, tradereceivables and bank balance
b) Trade receivables or any contractual rightto receive cash or another financial assetthat result from transactions that are withinthe scope of Ind AS 115.
The Company follows ‘simplified approach' forrecognition of impairment loss allowance on:
• Trade receivables or contract revenuereceivables; and
• Other financial assets
The application of simplified approach doesnot require the Company to track changesin credit risk. Rather, it recognises impairmentloss allowance based on lifetime ECLs at eachreporting date, right from its initial recognition.
Lifetime ECL are the expected credit lossesresulting from all possible default events overthe expected life of a financial instrument.
ECL is the difference between all contractualcash flows that are due to the Company inaccordance with the contract and all the cashflows that the entity expects to receive (i.e., allcash shortfalls), discounted at the original EIR.When estimating the cash flows, an entity isrequired to consider:
• All contractual terms of the financialinstrument (including prepayment,extension, call and similar options) over theexpected life of the financial instrument.However, in rare cases when the expectedlife of the financial instrument cannot
be estimated reliably, then the entity isrequired to use the remaining contractualterm of the financial instrument
• Cash flows from the sale of collateral heldor other credit enhancements that areintegral to the contractual terms
As a practical expedient, the Companyevaluates individual balances to determineimpairment loss allowance on its tradereceivables. The evaluation is based on itshistorically observed default rates over theexpected life of the trade receivables and isadjusted for forward-looking estimates. Atevery reporting date, the historical observeddefault rates are updated and changes in theforward-looking estimates are analysed.
ECL impairment loss allowance (or reversal)recognised during the period is recognised asexpense/ income in the statement of profit andloss. This amount is reflected under the head‘other expenses' in the statement of profit andloss. Financial assets measured as at amortizedcost and contractual revenue receivables: ECLis presented as an allowance, i.e., as an integralpart of the measurement of those assets in thebalance sheet. The allowance reduces the netcarrying amount. Until the asset meets write¬off criteria, the Company does not reduceimpairment allowance from the gross carryingamount. For assessing increase in credit riskand impairment loss, the Company combinesfinancial instruments on the basis of sharedcredit risk characteristics with the objectiveof facilitating an analysis that is designed toenable significant increases in credit risk to beidentified on a timely basis.
Financial liabilities are classified, at initialrecognition, as financial liabilities at FVTPL, loansand borrowings, payables, as appropriate.
All financial liabilities are recognised initiallyat fair value and, in the case of loans andborrowings and payables, net of directlyattributable transaction costs.
The Company's financial liabilities include tradeand other payables, contingent considerationand loans and borrowings including bankoverdrafts and cash credits.
Subsequent measurement
The measurement of financial liabilitiesdepends on their classification, as describedbelow:
Financial liabilities at fair value through profitor loss (Contingent consideration)
Financial liabilities at fair value through profit orloss include financial liabilities held for tradingand financial liabilities designated upon initialrecognition as at fair value through profit orloss.
Financial liabilities designated upon initialrecognition at fair value through profit or lossare designated as such at the initial date ofrecognition, and only if the criteria in Ind AS 109are satisfied. For liabilities designated as FVTPL,fair value gains/ losses attributable to changesin own credit risk are recognised in OCI. Thesegains/ losses are not subsequently transferredto P&L However, the Company may transferthe cumulative gain or loss within equity. Allother changes in fair value of such liability arerecognised in the statement of profit and loss.
Financial liabilities at amortized cost (Loansand borrowings)
After initial recognition, interest-bearing loansand borrowings are subsequently measuredat amortized cost using the EIR method. Gainsand losses are recognised in profit or losswhen the liabilities are derecognised as well asthrough the EIR amortisation process.
Amortized cost is calculated by takinginto account any discount or premium onacquisition and fees or costs that are anintegral part of the EIR. The EIR amortisation isincluded as finance costs in the statement ofprofit and loss.
A financial liability is derecognised when theobligation under the liability is discharged orcancelled or expires. When an existing financialliability is replaced by another from the samelender on substantially different terms, or theterms of an existing liability are substantiallymodified, such an exchange or modificationis treated as the derecognition of the originalliability and the recognition of a new liability.The difference in the respective carryingamounts is recognised in the statement ofprofit or loss.
Reclassification of financial assets
The Company determines classificationof financial assets and liabilities on initialrecognition. After initial recognition, noreclassification is made for financial assetswhich are equity instruments and financialliabilities. For financial assets which are debt
instruments, a reclassification is made onlyif there is a change in the business modelfor managing those assets. Changes to thebusiness model are expected to be infrequent.The Company's senior managementdetermines change in the business model asa result of external or internal changes whichare significant to the Company's operations.Such changes are evident to external parties. Achange in the business model occurs when theCompany either begins or ceases to performan activity that is significant to its operations.If the Company reclassifies financial assets, itapplies the reclassification prospectively fromthe reclassification date which is the first day ofthe immediately next reporting period followingthe change in business model. The Companydoes not restate any previously recognisedgains, losses (including impairment gains orlosses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities areoffset and the net amount is reported in thestandalone balance sheet if there is a currentlyenforceable legal right to offset the recognisedamounts and there is an intention to settle ona net basis, to realise the assets and settle theliabilities simultaneously.
(p) Cash and cash equivalents
Cash and cash equivalent in the balance sheetcomprise cash at banks and on hand andshort-term deposits with an original maturityof three months or less, which are subject toan insignificant risk of changes in value.
For the purpose of the statement of standalonecash flows, cash and cash equivalents consistof cash and short-term deposits, as definedabove, net of outstanding bank overdrafts asthey are considered an integral part of theCompany's cash management.
(q) Segment information
The Company has only one reportablebusiness segment, which is rendering of DigitalAssurance and Engineering (Software testing)Services. Accordingly, the amounts appearingin the financial statements relate to theCompany's single business segment.
(r) Dividend
The Company recognises a liability to paydividend to its equity holders when thedistribution is authorised, and the distribution isno longer at the discretion of the Company. Asper the corporate laws in India, a distribution
is authorised when it is approved by theshareholders. A corresponding amount isrecognised directly in equity.
(s) Earnings per share
Basic earnings per share is calculated bydividing the net profit or loss attributable toequity holder by the weighted average numberof equity shares outstanding during the period.Partly paid equity shares are treated as afraction of an equity share to the extent thatthey are entitled to participate in dividendsrelative to a fully paid equity share duringthe reporting period. The weighted averagenumber of equity shares outstanding duringthe period is adjusted for events such as bonusissue, bonus element in a rights issue, sharesplit, and reverse share split (consolidationof shares) that have changed the numberof equity shares outstanding, without acorresponding change in resources.
For the purpose of calculating diluted earningsper share, the net profit or loss for the periodattributable to its equity shareholders andthe weighted average number of sharesoutstanding during the period are adjustedfor the effects of all dilutive potential equityshares.
The Company applied for the first-time certainstandards and amendments, which are effectivefor annual periods beginning on or after April 1,2024. The Company has not early adopted anyother standard or amendment that has beenissued but is not yet effective:
Ind AS 117 Insurance Contracts is acomprehensive new accounting standard forinsurance contracts covering recognition andmeasurement, presentation and disclosure. IndAS 117 replaces Ind AS 104 Insurance Contracts.Ind AS 117 applies to all types of insurancecontracts, regardless of the type of entities thatissue them as well as to certain guaranteesand financial instruments with discretionaryparticipation features; a few scope exceptionswill apply.
The application of Ind AS 117 had no impact onthe standalone financial statements as theCompany has not entered into any contractsin the nature of insurance contracts coveredunder Ind AS 117.
(ii) Lease liability in a sale and leaseback -Amendment to Ind AS 116
The amendment specifies the requirementsthat a seller-lessee uses in measuring thelease liability arising in a sale and leasebacktransaction, to ensure the seller-lessee doesnot recognise any amount of the gain or lossthat relates to the right of use it retains.
The amendment is effective for annualreporting periods beginning on or after 1 April2024 and must be applied retrospectively tosale and leaseback transactions entered intoafter the date of initial application of Ind AS 116.
The amendment does not have an impacton the Company's standalone financialstatements as the Company has not enteredinto any sale and leaseback transactions
There are no standards that are notified and notyet effective as on the date.
# Cigniti Technologies (nz) Limited, New Zealand, wholly owned subsidiary of the Company, was wound upeffective January 30, 2019.
Investment impairment testing: The carrying amount of the investment is tested annually for impairmentusing discounted cash-flow models of subsidiary's recoverable value compared to the carrying value andcomparable multiple method. A deficit between the recoverable value and the carrying value of investmentwould result in impairment. The inputs to the impairment testing model which have the most significantimpact on recoverable value include:
- Projected revenue growth, operating margins and operating cash-flows in the years 1-5;
- Stable long-term growth rates beyond five years and in perpetuity; and
- Discount rates that represent the current market assessment of the risks specific to the subsidiary, takinginto consideration the time value of money.
The impairment test model includes sensitivity testing of key assumptions, including revenue growth, operatingmargin and discount rate.
Based on the approved business plan and valuation assessment, the management of the Company expectsgrowth in operations and sustained profitability. The projections of the business is above the book value of itsinvestments indicating no signs of impairment. Accordingly, these financial statements do not include anyadjustment relating to impairment of investments.
* Investments value rounded off in lakhs.
There are no disputed trade receivables in the current and previous year.
No trade or other receivable are due from directors or other officers of the Company either severally or jointlywith any other person. Nor any trade or other receivable are due from firms or private companies respectivelyin which any director is a partner, a director or a member.
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm'slength transactions. The Company has recorded an allowance for credit loss of Rs. 20.44 lakhs on receivablesrelating to amounts owed by related party (March 31, 2024: Rs. 20.44 lakhs). This assessment is undertaken
The Company has one class of equity shares having par value of Rs. 10/- per share. Each holder of equityshares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. Thedividend proposed by the Board of Directors is subject to the approval of the shareholders in the AnnualGeneral Meeting. In the event of liquidation of the Company, the holders of the equity shares will beentitled to receive the remaining assets of the Company after distribution of all preferential amounts. Thedistribution will be in proportion to the number of equity shares held by the shareholders.
Unbilled receivables: Unbilled receivables are initially recognised for the revenue earned in excess of amountsbilled to clients as at the balance sheet date. Upon completion of acceptance by the customer, the amountsrecognised as unbilled receivables are reclassified to trade receivables. During the year ended March 31,2025, Rs. 1,530.24 lakhs of unbilled receivables as at March 31, 2024 has been reclassified to trade receivableson completion of performance obligation. During the year ended March 31, 2024, Rs. 1,239.27 lakhs of unbilledreceivables as at March 31, 2023 has been reclassified to trade receivables on completion of performanceobligation.
The Company has arrangements with the customer which are primarily “time and material” basis. Theperformance obligation in case of time and material contracts is satisfied over time. Revenue is recognisedas and when the services are performed.
The Company also performs work under “fixed-price” arrangements. Revenue from fixed-price contracts isrecognized as per the ‘percentage- of-completion' method, where the performance obligations are satisfiedover time and when there is no uncertainty as to measurement or collectability of consideration. When thereis uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until suchuncertainty is resolved. Percentage of completion is determined based on the project costs incurred to dateas a percentage of total estimated project costs required to complete the project. The input method hasbeen used to measure the progress towards completion as there is direct relationship between input andproductivity. There is no unrecognised revenue out of fixed-price arrangements.
The payment is due with in 0-90 days from the time the customer accepts the work performed by theCompany.
*Salaries, wages and bonus includes an amount of Rs. Nil (March 31, 2024: Rs. 2,031.00 lakhs) towards accrualof long service rewards for certain employees on completion of 25 years of the Company.
#Certain employees of the Company are entitled to stock options granted by Coforge Limited (the Company'sParent Company) under the Coforge Employee Stock Option Plan 2005, in relation to services received by theCompany. The Company accrues for the cost of employees stock option determined under the fair valuemethod over the vesting period of the option, which is reimbursed to the Parent Company. During the yearended March 31, 2025 Rs 39.15 lakhs (March 31, 2024: Nil) was charged to the Company by the Parent Company.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set offcurrent tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relatedto income taxes levied by the same tax authority.
The Company has established a comprehensive system of maintenance of information and documentsas required by the transfer pricing regulations under Sections 92-92F of the Income-Tax Act, 1961. Sincethe law requires existence of such information and documentation to be contemporaneous in nature, theCompany continuously updates its documents for the international transactions entered into with theassociated enterprises during the financial year. The management is of the opinion that its international
transactions are at arm's length so that the aforesaid legislation will not have any impact on the financialstatements, particularly on the amount of tax expense for the year and that of provision for taxation.
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of theparent by the weighted average number of equity shares outstanding during the year including vested andexercisable employee stock options granted till date.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent by theweighted average number of equity shares outstanding during the year plus the weighted average numberof equity shares that would be issued on conversion of all the dilutive potential equity shares into equityshares excluding vested and exercisable employee stock options granted till date.
The following reflects the profit and share data used in the basic and diluted EPS computations:
The Company has a defined benefit gratuity plan, governed by Payment of Gratuity Act, 1972. Everyemployee who has completed five years or more of service is entitled to a gratuity on departure at 15 daysof last drawn basic salary for each completed year of service. The scheme is funded through a policy withLIC. The following tables summarise net benefit expenses recognised in the statement of profit and loss,the status of funding and the amount recognised in the Balance sheet for the gratuity plan:
Under the Employee Stock Option Plan, the Company, at its discretion, may grant share options to employeesof the Company. The remuneration committee of the board evaluates the performance and other criteriaof employees and approves the grant of options. These options vest with employees over a specified periodranging from 1 to 5 years subject to fulfilment of certain conditions. Upon vesting, employees are eligible toapply and secure allotment of Company's shares at a price equal to the face value. The fair value of shareoptions granted is estimated at the date of grant using a Black- Scholes model, taking into account the termsand conditions upon which the share options were granted. It takes into account historical and expecteddividends, and the share price fluctuation covariance of the Company and its competitors to predict thedistribution of relative share performance.
The expense recognised for employee services received during the year is shown in the following table:
As the future liability for gratuity and leave encashment is provided on an actuarial basis for theCompany as a whole, the amount pertaining to the Key Management personnel and their relatives is notascertainable and, therefore, not included above.
The transactions with related parties are made on terms equivalent to those that prevail in arm's lengthtransactions. This assessment is undertaken each financial year through examining the financial positionof the related party and the market in which the related party operates. Outstanding balances at theyear-end are unsecured, interest free and settlement occurs in cash.
Transactions of the Company with related parties have not been disclosed as related party transactionsfor the period after which they ceased to be related parties.
The preparation of the Company's financial statements requires management to make judgements,estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about theseassumptions and estimates could result in outcomes that require a material adjustment to the carryingamount of assets or liabilities affected in future periods.
Other disclosures relating to the Company's exposure to risks and uncertainties includes:
• Capital management Note 40
• Financial risk management objectives and policies Note 38
• Sensitivity analyses disclosures Notes 32 and 38.
Judgements
Determining the lease term of contracts with renewal and termination options - Company as lessee
The Company determines the lease term as the non-cancellable term of the lease, together with any periodscovered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered byan option to terminate the lease, if it is reasonably certain not to be exercised.
The Company has several lease contracts that include extension options. The Company applies judgementin evaluating whether it is reasonably certain whether or not to exercise the option to renew the lease. Thatis, it considers all relevant factors that create an economic incentive for it to exercise the renewal . After thecommencement date, the Company reassesses the lease term if there is a significant event or change incircumstances that is within its control and affects its ability to exercise or not to exercise the option to renew(e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
The key assumptions concerning the future and other key sources of estimation uncertainty at the reportingdate, that have a significant risk of causing a material adjustment to the carrying amounts of assets andliabilities within the next financial year, are described below. The Company based its assumptions andestimates on parameters available when the financial statements were prepared. Existing circumstances andassumptions about future developments, however, may change due to market changes or circumstancesarising that are beyond the control of the Company. Such changes are reflected in the assumptions whenthey occur.
(i) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profitwill be available against which the losses can be utilised. Significant management judgement is requiredto determine the amount of deferred tax assets that can be recognised, based upon the likely timing andthe level of future taxable profits together with future tax planning strategies (Refer note 30).
(ii) Defined employee benefit plans (Gratuity)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determinedusing actuarial valuations. An actuarial valuation involves making various assumptions that may differfrom actual developments in the future. These include the determination of the discount rate, future
salary increases and mortality rates. Due to the complexities involved in the valuation and its long-termnature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptionsare reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discountrate for plans operated in India, the management considers the interest rates of government bonds incurrencies consistent with the currencies of the post-employment benefit obligation.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortalitytables tend to change only at interval in response to demographic changes. Future salary increases andgratuity increases are based on expected future inflation rates for the respective countries. Further detailsabout gratuity obligations are given in note 32.
(iii) Estimating the incremental borrowing rate
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses itsincremental borrowing rate (ibr) to measure lease liabilities. The IBR is the rate of interest that the Companywould have to pay to borrow over a similar term, and with a similar security, the funds necessary toobtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBRtherefore reflects what the Company ‘would have to pay', which requires estimation when no observablerates are available (such as for subsidiaries that do not enter into financing transactions) or when theyneed to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not inthe subsidiary's functional currency). The Company estimates the IBR using observable inputs (such asmarket interest rates) when available and is required to make certain entity-specific estimates (such asthe subsidiary's stand-alone credit rating).
(iv) Allowance for credit losses on receivables and unbilled revenue
The Company has determined the allowance for credit losses based on the ageing status and historicalloss experience adjusted to reflect current and estimated future economic conditions. The Companyconsidered current and anticipated future economic conditions relating to industries the Companydeals with and the countries where it operates. In calculating expected credit loss, the Company has alsoconsidered historical pattern of credit loss, the likelihood of increased credit risk. Further details aboutallowance for credit losses are given in note 7.
The Company's principal financial liabilities comprise borrowings, trade and other payables. The main purposeof these financial liabilities is to finance the Company's operations. The Company's principal financial assetsinclude trade and other receivables and cash and cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's management overseesthe management of these risks. The Company's financial risk activities are governed by appropriate policiesand procedures and that financial risks are identified, measured and managed in accordance with theCompany's policies and risk objectives. The Board of Directors reviews and agrees policies for managingeach of these risks, which are summarised below.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument orcustomer contract, leading to a financial loss. The Company is exposed to credit risk from its operatingactivities (primarily trade receivables) and from its financing activities, including deposits with banks andfinancial institutions, foreign exchange transactions and other financial instruments. None of the financialinstruments of the Company result in material concentration of credit risk, except for trade receivables.
The Company considers a counterparty whose payment is due more than 365 days after the due date asa defaulted party. This is based on considering the market and economic forces in which the entities in theCompany are operating. The Company creates provision for the amount if the credit risk of counter-partyincreases significantly due to its poor financial position and failure to make payment beyond a periodof 365 days from the due date. In calculating expected credit loss, the Company has also consideredhistorical pattern of credit loss, the likelihood of increased credit risk.
The customer credit risk is managed by the Company's established policy, procedures and controlsrelating to customer credit risk management. Before accepting any new customer, the Company uses aninternal credit scoring system to assess the potential customer's credit quality and defines credit limitsby customer. Limits and scoring attributed to customers are reviewed on periodic basis. Outstandingcustomer receivables are regularly monitored. The Company's receivables turnover is quick and historically,there were no significant defaults. Ind AS requires an entity to recognise in profit or loss, the amount ofexpected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date tothe amount that is required to be recognised in accordance with Ind AS 109. The Company assesses ateach date of statements of financial position whether a financial asset or a group of financial assets areimpaired. Expected credit losses are measured at an amount equal to the life time expected credit lossesif the credit risk on the financial asset has increased significantly since initial recognition. The Companyhas used a practical expedient by computing the expected credit loss allowance for trade receivablesbased on a provision matrix. The provision matrix takes into account historical credit loss experience and
adjusted for forward-looking information.
As at March 31, 2025, the Company had 17 customers (March 31, 2024: 16 customers) that owed theCompany more than 1% each of total receivable from parties other than related parties and accountedfor approximately 90% (March 31, 2024: 94%) of receivables. There were 5 customers (March 31, 2024: 3customers) with balances greater than 5% accounting for approximately 69% (March 31, 2024: 62%) oftotal amounts receivable from parties other than related parties.
The Company has adequate provision as at March 31, 2025 amounting to Rs.402.69 lakhs (As at March 31,2024: Rs. 187.21 lakhs) for receivables.
B Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective ofliquidity risk management is to maintain sufficient liquidity and ensure that funds are available for useas per requirements. The Company manages liquidity risk by maintaining adequate reserves, by availingappropriate borrowing facilities from banks as and when required, by continuously monitoring forecastand actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The table below summarises the maturity profile of the Company's financial liabilities based on contractualundiscounted payments:
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk andother market changes. Financial instruments affected by market risk include deposits.
The sensitivity analysis in the following sections relate to the position as at March 31, 2025 and March 31,2024.
The sensitivity analysis have been prepared on the basis that the amount of debt, the ratio of fixed tofloating interest rates of the debt and the proportion of financial instruments in foreign currencies are allconstant.
The following assumptions have been made in calculating the sensitivity analyses:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective marketrisks. This is based on the financial assets and financial liabilities held as at March 31, 2025 and March 31,2024.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuatebecause of change in market interest rates. The Company's exposure to the risk of changes in marketinterest rates relates primarily to the Company's working capital obligations with floating interest rates.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate becauseof changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchangerates relates primarily to the Company's operating activities (when revenue or expense is denominated ina foreign currency).
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profitor loss and other comprehensive income and equity, where any transaction references more than onecurrency or where assets / liabilities are denominated in a currency other than the functional currency ofthe respective entities.
Unhedged foreign currency exposure:
The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the volatilityof the Company's net financial assets (which includes cash and cash equivalents, trade receivables,other financial assets, trade payables, other financial liabilities), which are denominated in various foreigncurrencies (viz. USD, AED, AUD, ZAR, GBP, CAD, EUR, SGD etc.).
For the year ended March 31, 2025 and March 31, 2024 , every 1% increase /(decrease) of the respectiveforeign currencies compared to functional currency of the company would impact profit before tax andequity before tax as follows for the respective currencies:
In accordance with Indian Accounting Standard (ind AS) 108 on Operating segments, segment information hasbeen given in the consolidated financial statements of the Company, and therefore no separate disclosureon segment information is given in these financial statements.
For the purpose of the Company's capital management, capital includes issued equity capital, share premiumand all other equity reserves attributable to the equity holders. The primary objective of the Company's capitalmanagement is to maximise the shareholder value.
The Company manages its capital structure in consideration to the changes in economic conditions and therequirements of the financial covenants. The Company monitors capital using a gearing ratio, which is netdebt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans andborrowings, less cash and cash equivalents.
The Company's policy is to keep the gearing ratio at an optimal level to ensure that the debt related covenantsare complied with.
Notes:
1. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect ofthe above pending resolution of the respective proceedings.
2. The Company does not expect any reimbursements in respect of the above contingent liabilities.
3. Claims against the Company not acknowledged as debts as on March 31, 2025 include demandfrom the Indian Income tax authorities on certain matters relating to transfer pricing. The Companyis contesting these demands and the management including its tax and legal advisors believethat its position will more likely be upheld in the appellate process. The management believesthat the ultimate outcome of these proceedings will not have a material adverse effect on theCompany's financial position and results of operations. The Company has adequate provision inthe books for the potential liability, if any, which may arise.
(ii) In the earlier years, the Company has incorporated subsidiaries i.e. Cigniti Technologies Inc. in USA,Cigniti Technologies Canada Inc. in Canada, Cigniti Technologies (nz) Limited in New Zealand (strikedoff), Cigniti Technologies CR Limitada in Costa Rica, Cigniti Technologies (sg) Pte. Ltd in Singapore andCigniti Technologies (cz) Limited s.r.o, in Czech Republic without obtaining overseas direct investment(odi) certificate from RBI. The Company is in the process of obtaining ODI approval from RBI and is inthe process of compounding FEMA related non compliances.
Management is in the process of addressing the above matters and in view of the administrative/procedural nature of these non-compliances, believes that they will not have a material impact onthe consolidated financial statements.
c. Other litigations:
(i) In the earlier years, Cigniti Technologies Inc., USA (Cigniti USA), subsidiary of the Company hadfiled a lawsuit against it's former employees and an entity related to such employees, for inter aliamisappropriation of trade secrets and various breaches of contract and fiduciary duty. Subsequentto the year ended March 31, 2024, Cigniti USA had entered into a settlement agreement with its formeremployees and an entity related to such employees, to settle the dispute and withdraw the litigation,for an amount of USD 4.01 million and received USD 1.01 million which was recognised under otherincome for the year ended March 31, 2024. During the current year, the Company has recognisedremaining amount of USD 3.00 million considering there is a reasonable certainty, established basedon realisation of second and third instalments of USD 1.00 million each and binding agreementbetween the parties.
(ii) In the earlier years, the Company had received a show cause notice from the Department ofForeign Trade (DGFT) dated August 25, 2020 and from the Directorate of Revenue Intelligence (dri),Ahmedabad dated December 28, 2020, stating that the services provided by the Company are notcovered under technical testing and analysis services and it appears that the Company providesservices through subsidiaries in the foreign countries and accordingly the services rendered by theCompany fall under the definition of service rendered through commercial presence in a foreigncountry which is not eligible for Service Exports from India Scheme (seis) benefits. The notice callsupon the Company to show cause as to why (a) The Scrips granted amounting to Rs 659.93 lakhs forthe year ended March 31, 2017, should not be cancelled/ recovered from the Company and (b) Thepenalty should not be imposed as per Customs Act, 1962.
The Company had filed responses against the aforesaid show cause notices as per the legal opinion.Based on their internal assessment and legal opinion, Management believes that the software testingservices being provided by the Company are eligible under the SEIS and will be able to establish theservices will not fall in the category of “Supply of services through commercial presence”. In view ofthe above, the Management believes that the export incentive recognised for the period April 1, 2015 toMarch 31, 2020 amounting to Rs. 1,770.78 lakhs are fully recoverable (March 31, 2024: Rs. 1,770.78 lakhs).
During the current year ended March 31, 2025, the Company has made provision for export incentivesreceivable/written off amounting to Rs. 3,004.83 lakhs (including export incentive received and interestthereon for FY16-17 amounting to Rs. 1,234.05 lakhs) pertaining to the financial years 2015 to 2019,pursuant to receipt of rejection letters from Directorate General of Foreign Trade (‘DGFT') againstsuch claims. The Company has filed an appeal with DGFT and based on internal assessment andexpert opinion, the Company has made a provision in books on prudence basis and disclosed asexceptional item.
Company as lessee
The Company has entered into lease of its office premises and are renewable at the option of either of theparties for a period of 11 months to 5 years. The escalation rates range from 0% to 10% per annum as perthe terms of the lease agreement. There are no sub-leases. The Company also has certain lease spacesincluding guest house with lease terms of 12 months or less. The Company applies the ‘short-term lease' and‘lease of low-value assets' recognition exemptions for these leases.
(i) No proceedings have been initiated or are pending against the Company for holding any Benami propertyunder the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyondthe statutory period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company has not advanced or loaned or invested funds to any other person or entity, includingforeign 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 byor on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(v) The Company has not received any fund from any person or entity, including foreign entities (FundingParty) with the understanding (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 byor on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vi) The Company did not have any such transaction which is not recorded in the books of accounts that hasbeen surrendered or disclosed as income during the year in the tax assessments under the Income TaxAct, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.)
(vii) The Company does not have any transactions with companies struck off.
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government orany government authority.
45 On May 2, 2024, the promoters and select public shareholders of the Company entered into a Share PurchaseAgreement with Coforge Limited (“Acquirer Company”) to sell their shareholding representing up to 54.00%of Company's expanded paid-up share capital (including potential equity shares) subject to completion ofcertain closing conditions and identified conditions precedent. Upon execution of Share Purchase Agreements,the Acquirer Company made a mandatory open offer to the public shareholders of the Company in terms ofthe SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time.
The Acquirer Company acquired 7,639,492 equity shares representing 27.73% of the Company's expandedpaid-up share capital by way of an on-market transfer on the stock exchange upon completion of otherclosing conditions pursuant to the share purchase agreement. During this period, the existing five out ofsix directors of the Company resigned, and the Acquirer Company appointed Executive, Non-Executive andIndependent directors to the Board of the Company. Mr. C.V. Subramanyam, Chairman and Non-Executivedirector of the Company, also resigned with effect from October 1, 2024.
Additionally, the Acquirer Company acquired 1,281,239 equity shares representing 4.65% of the Company'sexpanded paid-up share capital by way of open offer in terms of SEBI (Substantial Acquisition of Shares andTakeovers) Regulations, 2011, as amended from time to time. Further, the Acquirer Company had purchasedadditional 5,954,626 equity shares representing 21.62% of the Company's expanded paid-up share capitalthrough an off-market transaction. The Acquirer Company has, in aggregate, acquired 14,875,357 equityshares representing 54.00% of the Company's expanded paid-up share capital.
At their meeting held on December 27, 2024, the Board of Directors of the Company have approved themerger of the Company with the Acquirer Company. A scheme of amalgamation under Section 230 to 232and other applicable provisions of the Companies Act, 2013 read with Rule 25 of the Companies (Compromise,Arrangement and Amalgamation) Rules, 2016 is prepared by the Acquirer Company (“Merger Scheme”).The Acquirer Company is in the process of completing compliances with respect to the filing of the MergerScheme with National Company Law Tribunal.
46 The Company has migrated to new accounting software from legacy accounting software with effect fromOctober 1, 2024. Legacy accounting software are used as Software as a Service (SAAS) based applications,which are managed by a global service provider based in the USA. The service provider has confirmed thatthe backup of the aforesaid software data is taken on daily basis and stored on a server in USA and not in
India. For new accounting software, the back-up of books of account is kept in servers physically located inIndia on a daily basis.
47 The new accounting software used by the Company for maintaining its books of account has a featureof recording audit trail (edit log) facility and the same has operated throughout the period for all relevanttransactions recorded in the new accounting software except that, the audit trail feature is not enabled at thedatabase level insofar as it relates to the new accounting software. Further, no instance of audit trail featurebeing tampered with was noted in respect of the new accounting software.
As the legacy accounting software used by the Company is operated by a third-party software serviceprovider and in the absence of controls on audit trail in Service Organization Controls report, managementis unable to determine whether audit trail feature of the said legacy software was enabled and operatedthroughout the period for all relevant transactions recorded in the legacy software or whether there were anyinstances of the audit trail feature being tampered with. Additionally, we are unable to assess whether theaudit trail has been preserved as per the statutory requirements for record retention for the legacy accountingsoftware.
48 During the year, the Company has reassessed presentation of outstanding employee salaries and wages,which were previously presented under ‘Trade Payables' within ‘Current Financial Liabilities'. In line with therecent opinion issued by the Expert Advisory Committee (EAC) of the Institute of Chartered Accountantsof India (ICAI) on the “Classification and Presentation of Accrued Wages and Salaries to Employees”, theCompany has concluded that presenting such amounts under ‘Other Financial Liabilities', within ‘CurrentFinancial Liabilities', results in improved presentation and better reflects the nature of these obligations.Accordingly, amounts aggregating to Rs. 804.02 lakhs as at March 31, 2025 (Rs. 2,722.04 lakhs as at March 31,2024), previously classified under ‘Trade Payables', have been reclassified under the head ‘Other FinancialLiabilities'. Both line items form part of the main heading ‘Financial Liabilities'.
The above changes do not impact recognition and measurement of items in the financial statements, and,consequentially, there is no impact on total equity and/ or profit for the current or any of the earlier periods.Nor there is any material impact on presentation of cash flow statement. Considering the nature of changes,the management believes that they do not have any material impact on the balance sheet at the beginningof the comparative period.
As per our report of even date.
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
Partner Executive Director Director
Membership No. 218576 DIN: 09157176 DIN: 08589223
Place: Gurugram Place: Noida
Krishnan Venkatachary A. Naga Vasudha
Chief Financial Officer Company Secretary
Place: Hyderabad Place: Hyderabad Place: Hyderabad
Date: May 5, 2025 Date: May 5, 2025