Provisions are recognised when the Company hasa present obligation (legal or constructive) as aresult of a past event, it is probable that an outflowof resources embodying economic benefits will berequired to settle the obligation and a reliable estimatecan be made of the amount of the obligation. Whenthe Company expects some or all of a provision to bereimbursed, for example, under an insurance contract,the reimbursement is recognised as a separate asset,but only when the reimbursement is virtually certain.The expense relating to a provision is presented in thestatement of profit and loss net of any reimbursement.
If the effect of the time value of money is material,provisions are discounted using a current pre-tax ratethat reflects, when appropriate, the risks specific to theliability. When discounting is used, the increase in theprovision due to the passage of time is recognised asa finance cost.
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmedby the occurrence or non-occurrence of one or moreuncertain future events beyond the control of theCompany or a present obligation that is not recognisedbecause it is not probable that an outflow of resourceswill be required to settle the obligation. A contingentliability also arises in extremely rare cases where thereis a liability that cannot be recognised because itcannot be measured reliably.
The Company does not recognise a contingentliability but discloses its existence in the standalonefinancial statements.
Liabilities for wages and salaries, including non¬monetary benefits that are expected to be settledwholly within 12 months after the end of the period inwhich the employees render the related service arerecognised in respect of employees' services up to theend of the reporting period and are measured at theamounts expected to be paid when the liabilities aresettled. The liabilities are presented under other currentfinancial liabilities in the balance sheet.
Retirement benefit in the form of provident fund is adefined contribution scheme. The Company has noobligation, other than the contribution payable to theprovident fund. The Company recognizes contributionpayable to the provident fund scheme as an expense,when an employee renders the related service. Ifthe contribution payable to the scheme for servicereceived before the balance sheet date exceeds thecontribution already paid, the deficit payable to thescheme is recognized as a liability after deductingthe contribution already paid. If the contributionalready paid exceeds the contribution due for servicesreceived before the balance sheet date, then excessis recognized as an asset to the extent that the pre¬payment will lead to, for example, a reduction in futurepayment or a cash refund.
The Company operates a defined benefit gratuity planfor its employees i.e. gratuity. The cost of providingbenefits under the defined benefit plan is determinedusing the projected unit credit method.
Re-measurements, comprising of actuarial gainsand losses, the effect of the asset ceiling, excludingamounts included in net interest on the net definedbenefit liability and the return on plan assets (excludingamounts included in net interest on the net definedbenefit liability), are recognised immediately in thebalance sheet with a corresponding debit or creditto retained earnings through OCI in the period inwhich they occur.
Re-measurements are not reclassified to profit or lossin subsequent periods.
Past service costs are recognised in profit or loss onthe earlier of:
• The date of the plan amendment orcurtailment, and
• The date that the Company recognises relatedrestructuring costs
Net interest is calculated by applying the discountrate to the net defined benefit liability or asset. TheCompany recognises the following changes in thenet defined benefit obligation as an expense in thestatement of profit and loss:
• Service costs comprising current servicecosts, past-service costs, gains and losses oncurtailments and non-routine settlements; and
• Net interest expense or income
Accumulated leave, which is expected to be utilizedwithin the next twelve months, is treated as short¬term employee benefit. The Company measures theexpected cost of such absences as the additionalamount that it expects to pay as a result of the unusedentitlement that has accumulated at the reporting date.
The Company treats accumulated leave expected to becarried forward beyond twelve months, as long-termemployee benefit for measurement purposes. Suchlong-term compensated absences are provided forbased on the actuarial valuation using the projected unitcredit method at the reporting period-end. Actuarialgain/loss are immediately taken to the statement ofprofit and loss and are not deferred. The Companypresents the entire leave as a current liability in thebalance sheet, since it does not have an unconditionalright to defer its settlement for twelve months after thereporting date.
Employees of the Company and its subsidiaries alsoreceive remuneration in the form of stock options(ESOP) and stock appreciation rights (SAR) as sharebased payment transactions under the Company'sEmployee Stock Option Plan and Employee StockBenefit Scheme. Both of these are equity settled share-based payment transactions.
The cost of equity settled transactions is determinedbased on the fair value at the date when the grant ismade using an appropriate valuation model.
That cost is recognised, together with a correspondingincrease in share-based payment reserves (SBP) inequity, over the period in which the performance and/or service conditions are fulfilled in employee benefitsexpense. The cumulative expense recognised for equitysettled transaction at each reporting date until thevesting date reflects the extent to which the vestingperiod has expired and the Company's best estimateof the number of equity instruments that will ultimatelyvest. The statement of profit and loss expense or creditfor a period represents the movement in cumulativeexpense recognised as at the beginning and end ofthat period and is recognised in employee benefitsexpense. The grant date fair value of share-basedpayment awards granted to employees of subsidiariesis recognised as receivable from subsidiaries, witha corresponding increase in SBP, as a separatecomponent in equity over the vesting period that theemployees become entitled to the awards.
Service and non-market performance conditions arenot taken into account when determining the grant datefair value of awards, but the likelihood of the conditionsbeing met is assessed as part of the Company's bestestimate of the number of equity instruments that willultimately vest. Market performance conditions arereflected within the grant date fair value. Any otherconditions attached to an award, but without anassociated service requirement, are considered to benon-vesting conditions. Non-vesting conditions arereflected in the fair value of an award and lead to animmediate expensing of an award unless there are alsoservice and/or performance conditions.
No expense is recognised for awards that do notultimately vest because non-market performanceand/or service conditions have not been met. Whereawards include a market or non-vesting condition,the transactions are treated as vested irrespectiveof whether the market or non-vesting condition issatisfied, provided that all other performance and/orservice conditions are satisfied.
When the terms of an equity-settled award are modified,the minimum expense recognised is the expense had theterms not been modified, if the original terms of the awardare met. An additional expense is recognised for anymodification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to theemployee as measured at the date of modification. Wherean award is cancelled by the entity or by the counterparty,any remaining element of the fair value of the award isexpensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected asadditional share dilution in the computation of dilutedearnings per share.
A financial instrument is any contract that gives rise toa financial asset of one entity and a financial liability orequity instrument of another entity.
Initial recognition and measurement
All financial assets are recognised initially at fair valueexcept trade receivables plus, in the case of financialassets not recorded at fair value through profit or loss,transaction costs that are attributable to the acquisitionof the financial asset. Purchases or sales of financialassets that require delivery of assets within a timeframe established by regulation or convention in themarket place (regular way trades) are recognised on
the trade date, i.e., the date that the Company commitsto purchase or sell the asset. Trade receivables thatdo not contain a significant financing componentare recognised at transaction price in accordancewith IND AS 115.
Subsequent measurement
For purposes of subsequent measurement, financialassets are classified in four categories:
• Debt instruments at amortised cost
• Debt instruments at fair value through othercomprehensive income (FVTOCI)
• Debt instruments and equity instruments at fairvalue through profit or loss (FVTPL)
• Equity instruments measured at fair value throughother comprehensive income (FVTOCI)
Debt instruments at amortised cost
A 'debt instrument' is measured at the amortised cost ifboth the following conditions are met:
a) The asset is held within a business modelwhose objective is to hold assets for collectingcontractual cash flows, and
b) Contractual terms of the asset give rise onspecified dates to cash flows that are solelypayments of principal and interest (SPPI) on theprincipal amount outstanding.
After initial measurement, such financial assets aresubsequently measured at amortised cost using theeffective interest rate (EIR) method. Amortised cost iscalculated by taking into account any discount or premiumon acquisition and fees or costs that are an integral part ofthe EIR. The EIR amortisation is included in other incomein the profit or loss. The losses arising from impairment arerecognised in the profit or loss. This category generallyapplies to loans to employees, trade and other receivables.For more information on receivables, refer to Note 29.
Debt instruments at FVTOCI
A 'debt instrument' is classified as at FVTOCI if both ofthe following criteria are met:
a) The objective of the business model is achievedboth by collecting contractual cash flows andselling the financial assets, and
b) The asset's contractual cash flows represent SPPI
Debt instruments included within the FVTOCI categoryare measured initially as well as at each reporting dateat fair value. Fair value movements are recognized
in other comprehensive income (OCI). However, theCompany recognizes interest income, impairmentlosses and reversals and foreign exchange gain or lossin the profit and loss. On de-recognition of the asset,cumulative gain or loss previously recognised in OCI isreclassified from the equity to profit and loss. Interestearned whilst holding FVTOCI debt instrument isreported as interest income using the EIR method.
Debt instruments and equity instruments at FVTPL
All financial assets not classified as measured atamortised cost or FVTOCI as described aboveare measured at FVTPL. On initial recognition, theCompany may irrevocably designate a financial assetthat otherwise meets the requirements to be measuredat amortised cost or at FVTOCI as at FVTPL if doingso eliminates or significantly reduces an accountingmismatch that would otherwise arise.
Debt instruments and equity instruments includedwithin the FVTPL category are measured at fairvalue with all changes recognized in the statement ofprofit and loss.
Derecognition
A financial asset (or, where applicable, a part of afinancial asset or part of a Company of similar financialassets) is primarily derecognised (i.e. removed from theCompany's balance sheet) when:
• The rights to receive cash flows from the assethave expired, or
• The Company has transferred its rights to receivecash flows from the asset or has assumed anobligation to pay the received cash flows in full withoutmaterial delay to a third party under a 'pass-through'arrangement; and either (a) the Company hastransferred substantially all the risks and rewards ofthe asset, or (b) the Company has neither transferrednor retained substantially all the risks and rewards ofthe asset, but has transferred control of the asset.
When the Company has transferred its rights toreceive cash flows from an asset or has entered intoa pass-through arrangement, it evaluates if and towhat extent it has retained the risks and rewards ofownership. When it has neither transferred nor retainedsubstantially all of the risks and rewards of the asset,nor transferred control of the asset, the Companycontinues to recognise the transferred asset to theextent of the Company's continuing involvement. Inthat case, the Company also recognises an associatedliability. The transferred asset and the associatedliability are measured on a basis that reflects the rightsand obligations that the Company has retained.
Continuing involvement that takes the form of aguarantee over the transferred asset is measured atthe lower of the original carrying amount of the assetand the maximum amount of consideration that theCompany could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Company appliesexpected credit loss (ECL) model for measurementand recognition of impairment loss on the followingfinancial assets and credit risk exposure:
Impairment of financial assets In accordance with IndAS 109, the Company applies expected credit loss(ECL) model for measurement and recognition ofimpairment loss on the following financial assets andcredit risk exposure:
• Financial assets that are measured at amortisedcost e.g., loans, deposits, trade receivablesand bank balance
• Trade receivables or any contractual right to receivecash or another financial asset that result fromtransactions that are within the scope of Ind AS 115
The Company follows 'simplified approach' forrecognition of impairment loss allowance on tradereceivables or contract revenue receivables.
The application of simplified approach does not requirethe Company to track changes in credit risk. Rather,it recognises impairment loss allowance based onlifetime ECLs at each reporting date, right from itsinitial recognition.
For recognition of impairment loss on other financialassets and risk exposure, the Company determines thatwhether there has been a significant increase in thecredit risk since initial recognition. If credit risk has notincreased significantly, 12-month ECL is used to providefor impairment loss. However, if credit risk has increasedsignificantly, lifetime ECL is used. If, in a subsequentperiod, credit quality of the instrument improves such thatthere is no longer a significant increase in credit risk sinceinitial recognition, then the entity reverts to recognisingimpairment loss allowance based on 12-month ECL.
Lifetime ECL are the expected credit losses resultingfrom all possible default events over the expected life ofa financial instrument. The 12-month ECL is a portion ofthe lifetime ECL which results from default events thatare possible within 12 months after the reporting date.
ECL is the difference between all contractual cashflows that are due to the Company in accordancewith the contract and all the cash flows that the entity
expects to receive (i.e., all cash shortfalls), discountedat the original EIR. When estimating the cash flows, anentity is required to consider:
• All contractual terms of the financial instrument(including prepayment, extension, call and similaroptions) over the expected life of the financialinstrument. However, in rare cases when theexpected life of the financial instrument cannot beestimated reliably, then the entity is required to use theremaining contractual term of the financial instrument
• Cash flows from the sale of collateral held orother credit enhancements that are integral to thecontractual terms
ECL impairment loss allowance (or reversal) recognizedduring the period is recognized as income/ expense inthe statement of profit and loss (P&L). This amount isreflected under the head 'other expenses' in the P&L.The balance sheet presentation for various financialinstruments is described below:
• Financial assets measured as at amortisedcost, contractual revenue receivables and leasereceivables: ECL is presented as an allowance, i.e., asan integral part of the measurement of those assetsin the balance sheet. The allowance reduces thenet carrying amount. Until the asset meets write-offcriteria, the Company does not reduce impairmentallowance from the gross carrying amount.
• Loan commitments and financial guaranteecontracts: ECL is presented as a provision in thebalance sheet, i.e. as a liability.
• Debt instruments measured at FVTOCI: Sincefinancial assets are already reflected at fair value,impairment allowance is not further reduced fromits value. Rather, ECL amount is presented as'accumulated impairment amount' in OCI.
For assessing increase in credit risk and impairmentloss, the Company combines financial instruments onthe basis of shared credit risk characteristics with theobjective of facilitating an analysis that is designedto enable significant increases in credit risk to beidentified on a timely basis.
Financial liabilities are classified, at initial recognition,as financial liabilities at fair value through profit orloss, loans and borrowings, payables, or as derivativesdesignated as hedging instruments in an effectivehedge, as appropriate.
All financial liabilities are recognised initially at fairvalue and, in the case of loans and borrowings andpayables, net of directly attributable transaction costs.
The Company's financial liabilities include tradepayables, security deposits and other payables.
The measurement of financial liabilities depends ontheir classification, as described below:
Financial liabilities at fair value through Profit or Loss:
Financial liabilities at fair value through profit or lossinclude financial liabilities held for trading and financialliabilities designated upon initial recognition as at fairvalue through profit or loss.
Financial liabilities designated upon initial recognition atfair value through profit or loss are designated as such atthe initial date of recognition, and only if the criteria in IndAS 109 are satisfied. For liabilities designated as FVTPL,fair value gains/ losses attributable to changes in owncredit risk are recognized in OCI. These gains/ lossesare not subsequently transferred to P&L. However, thecompany may transfer the cumulative gain or loss withinequity. All other changes in fair value of such liability arerecognised in the statement of profit or loss.
Loans and borrowings
After initial recognition, interest-bearing loans andborrowings are subsequently measured at amortised costusing the EIR method. Gains and losses are recognisedin profit or loss when the liabilities are derecognised aswell as through the EIR amortisation process.
Amortised cost is calculated by taking into account anydiscount or premium on acquisition and fees or coststhat are an integral part of the EIR. The EIR amortisationis included as finance costs in the statement of profitand loss. This category generally applies to borrowings.
De-recognition
A financial liability is derecognised when the obligationunder the liability is discharged or cancelled orexpires. When an existing financial liability is replacedby another from the same lender on substantiallydifferent terms, or the terms of an existing liabilityare substantially modified, such an exchange ormodification is treated as the derecognition of theoriginal liability and the recognition of a new liability.The difference in the respective carrying amounts isrecognised in the statement of profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offsetand the net amount is reported in the balance sheetif there is a currently enforceable legal right to offsetthe recognised amounts and there is an intention tosettle on a net basis, to realise the assets and settle theliabilities simultaneously.
The Company's financial statements are presented inINR which is also the Company's functional currency.
Transactions in foreign currencies are initially recordedby the Company at its functional currency spot rates atthe date the transaction first qualifies for recognition.However, for practical reasons, the Company uses anaverage rate if the average approximates the actual rateat the date of the transaction.
Monetary assets and liabilities denominated in foreigncurrencies are translated at the functional currencyspot rates of exchange at the reporting date.
Exchange differences arising on settlement ortranslation of monetary items are recognised inprofit or loss.
Non-monetary items that are measured in terms ofhistorical cost in a foreign currency are translated usingthe exchange rates at the dates of the initial transactions.Non-monetary items measured at fair value in a foreigncurrency are translated using the exchange rates at thedate when the fair value is determined. The gain or lossarising on translation of non-monetary items measuredat fair value is treated in line with the recognition of thegain or loss on the change in fair value of the item (i.e.,translation differences on items whose fair value gainor loss is recognised in OCI or profit or loss are alsorecognised in OCI or profit or loss, respectively).
Basic earnings per share are calculated by dividingthe net profit or loss for the year attributable to equityshareholders (after deducting preference dividends andattributable taxes) by the weighted average number ofequity shares outstanding during the year. Partly paidequity shares are treated as a fraction of an equity share tothe extent that they are entitled to participate in dividendsrelative to a fully paid equity share during the reportingyear. The weighted average number of equity sharesoutstanding during the year is adjusted for events such
as bonus issue, bonus element in a rights issue, sharesplit, and reverse share split (consolidation of shares) thathave changed the number of equity shares outstanding,without a corresponding change in resources.
For the purpose of calculating diluted earnings pershare, the net profit or loss for the period attributable toequity shareholders and the weighted average numberof shares outstanding during the year are adjusted forthe effects of all dilutive potential equity shares.
Cash and cash equivalents in the balance sheet comprisecash at banks and on hand and short-term deposits withan original maturity of three months or less, which aresubject to an insignificant risk of change in value.
In accordance with Ind AS 108 "Operating Segments"the Company has disclosed the segment informationonly as part of consolidated financial statements.
Equity shares are classified as equity. Incrementalcosts directly attributable to the issue of new shares oroptions are shown in equity as a deduction, net of tax,from the proceeds.
Provision is made for the amount of any dividenddeclared, being appropriately authorised and no longerat the discretion of the Company, on or before the endof the reporting period but not distributed at the end ofthe reporting period.
As on 31 March 2025, there are no new standards oramendments to the existing standards applicable tothe Company which has been notified by Ministry ofCorporate Affairs.
The preparation of standalone financial statements inconformity with Ind AS requires the management tomake judgments, estimates and assumptions that affectthe reported amounts of revenues, expenses, assets andliabilities and the disclosure of contingent liabilities, at theend of the reporting period. Although these estimates arebased on the management's best knowledge of currentevents and actions, uncertainty about these assumptions
and estimates could result in the outcomes requiring amaterial adjustment to the carrying amounts of assets orliabilities in future periods. Therefore, actual results coulddiffer from these estimates.
The key assumptions concerning the future and other keysources of estimation uncertainty at the reporting date, thathave a significant risk of causing a material adjustment tothe carrying amounts of assets and liabilities within the nextfinancial year, are described below. The Company has basedits assumptions and estimates on parameters availablewhen the standalone financial statements were prepared.Existing circumstances and assumptions about futuredevelopments, however, may change due to market changesor circumstances arising that are beyond the control of theCompany Such changes are reflected in the assumptionswhen they occur.
a) Taxes
Deferred tax assets are recognised for unused taxlosses to the extent that it is probable that future taxableprofit will be available against which the losses canbe utilised. In assessing the probability the Companyconsiders whether the entity has sufficient taxabletemporary differences relating to the same taxationauthority and the same taxable entity, which will resultin taxable amounts against which the unused taxlosses or unused tax credits can be utilised before theyexpire. Significant management judgement is requiredto determine the amount of deferred tax assets thatcan be recognised, based upon the likely timing andthe level of future taxable profits together with futuretax planning strategies.
The Company has recognised deferred tax assetson the deductible temporary differences since themanagement is of the view that it is probable thedeferred tax assets will be recoverable using theestimated future taxable income based on the approvedbusiness plans and budgets.
The Company initially measures the cost of equity-settled transactions with employees using a Black-Scholes-Merton option pricing model to determinethe fair value of the liability incurred. Estimating fairvalue for share-based payment transactions requiresdetermination of the most appropriate valuation model,which is dependent on the terms and conditions ofthe grant. This estimate also requires determinationof the most appropriate inputs to the valuation model
including the expected life of the share options andSAR units, volatility and dividend yield and makingassumptions about them. The assumptions and modelsused for estimating fair value for share-based paymenttransactions are disclosed in Note 28.
Impairment exists when the carrying value of anasset or cash generating unit exceeds its recoverableamount, which is the higher of its fair value less costsof disposal and its value in use. The fair value less costsof disposal calculation is based on available data frombinding sales transactions, conducted at arm's length,for similar assets or observable market prices lessincremental costs for disposing of the asset. The valuein use calculation is based on a DCF model or other fairvalue valuation models. In DCF model, the cash flowsare derived from the budget for the next five yearsand do not include restructuring activities that theCompany is not yet committed to or significant futureinvestments that will enhance the asset's performanceof the CGU being tested. The recoverable amount issensitive to the discount rate used for the DCF modelas well as the expected future cash-inflows and thegrowth rate used for extrapolation purposes.
The cost of the defined benefit gratuity plan and thepresent value of the gratuity obligation are determinedusing actuarial valuations. An actuarial valuation involvesmaking various assumptions that may differ from actualdevelopments in the future. These include the determinationof the discount rate, future salary increases and mortalityrates. Due to the complexities involved in the valuation andits long-term nature, a defined benefit obligation is highlysensitive to changes in these assumptions. All assumptionsare reviewed at each reporting date.
The parameter most subject to change is the discountrate. In determining the appropriate discount rate for plansoperated in India, the management considers the interestrates of government bonds in currencies consistent withthe currencies of the post-employment benefit obligation.
The mortality rate is based on publicly availablemortality tables. Those mortality tables tend to changeonly at intervals in response to demographic changes.Future salary increases and gratuity increases arebased on expected future inflation rates, seniority,promotion and other relevant factors, such as supplyand demand in the employment market.
Further details about gratuity obligations aregiven in Note 27
When the fair values of financial assets and financialliabilities recorded in the balance sheet cannot bemeasured based on quoted prices in active markets,their fair value is measured using valuation techniquesincluding the Discounted Cash Flow (DCF) model.The inputs to these models are taken from observablemarkets where possible, but where this is not feasible,a degree of judgement is required in establishing fairvalues. Judgements include considerations of inputssuch as liquidity risk, credit risk and volatility. Changesin assumptions about these factors could affect thereported fair value of financial instruments. See Note29 and 31 for further disclosures.
The charge in respect of periodic depreciation isderived after determining an estimate of an asset'sexpected useful life and the expected residual value atthe end of its life. The useful lives and residual valuesof Company's assets are determined by managementat the time the asset is acquired and reviewed at eachfinancial year end.
g) Leases
The Company evaluates if an arrangement qualifiesto be a lease as per the requirements of Ind AS 116.Identification of a lease requires significant judgment.The Company uses significant judgement in assessingthe lease term (including anticipated renewals) and theapplicable discount rate.
The Company determines the lease term as the non¬cancellable period of a lease, together with bothperiods covered by an option to extend the lease ifthe Company is reasonably certain to exercise thatoption; and periods covered by an option to terminatethe lease if the Company is reasonably certain notto exercise that option. In assessing whether theCompany is reasonably certain to exercise an optionto extend a lease, or not to exercise an option toterminate a lease, it considers all relevant facts andcircumstances that create an economic incentive forthe Company to exercise the option to extend the lease,or not to exercise the option to terminate the lease. TheCompany revises the lease term if there is a change inthe non-cancellable period of a lease.
The discount rate is generally based on the incrementalborrowing rate specific to the lease being evaluated orfor a portfolio of leases with similar characteristics.
i) . During the year ended 31 March 2025, pursuant to Shareholder's agreement dated 25 March, 2022 the Company has purchased
shares of Livekeeping Technologies Private Limited from its existing shareholders for a consideration of INR 133.90 and accordingly,the associated contractual investment right of INR 23.32 (out of INR 50.50 recognised in June 2023) and derivative liability of INR2748 is adjusted against the investment.
ii) . During the year ended 31 March 2025, the Company has further invested INR 111.87 into equity and preference shares of Simply
Vyapar Apps Private Limited, thereby increasing the equity ownership on fully converted and diluted basis to 28.7% from 2745%.
iii) . During the year ended 31 March 2025, Impairment loss amounting to INR 232.80 has been recorded for "IB Monotaro Private
Limited" based on impairment testing performed due to actual performance being lower than projected performance, updatedbusiness forecasts and changes in the factors such as market multiple and discount rate.
iv) . The Company had invested in 0.0001% Compulsory convertible debentures in Mobisy Technologies Private Limited amounting to
INR 160 which has been subsequently converted into 88,104 0.001% Compulsorily Convertible Preference shares of the face valueof INR 1 each during the year ended 31 March 2025 in accordance with the terms of debenture agreement. The Company hasfurther invested INR 142.80 into equity and preference shares of Mobisy Technologies Private Limited thereby increasing the equityownership on fully converted and diluted basis to 31.33% from 24.08% as at 31 March 2024.
i) . The Company has invested in optionally convertible cumulative redeemable preference shares ('OCCRPS') of its subsidiaries, Based
on the terms of OCCRPS, these have been classified as financial instruments in the nature of financial assets to be measured at fairvalue. Fair value of these instruments has been determined based on market multiples / replacement cost method / discounted cashflow valuation technique using cash flow projections and discount rate. Gain/loss on subsequent re-measurement is recognisedthrough Statement of Profit and Loss.
ii) . The Company has investment in compulsory convertible preference shares and equity shares of other entities, based on the terms
of these instruments they are being measured at fair value through profit and loss.
iii) . During the year ended 31 March 2025, the Company has further invested INR 40.94 in Mynd Solutions Private Limited thereby
increasing the equity ownership from 9.34% to 9.61% on fully converted and diluted basis. This investment has continued to beclassified as "Investment at FVTPL" as per Ind-AS 109. Accordingly fair valuation gain of INR 593.85 based on a recent Level 1 markettransaction, has been recognized in the statement of profit and loss.
iv) . During the year ended 31 March 2025, the Company has acquired 10% equity ownership on fully converted and diluted basis in
Baldor Technologies Private Limited at the aggregate consideration of INR 896.95. This investment is in line with the Company'slong term objective of investing in offering various Software as a Service ('SAAS') based solutions for businesses and has beenclassified as "Investment at FVTPL" as per Ind-AS 109.
v) . During the year ended 31 March 2025, fair value loss amounting to INR 49.06 has been recorded for "Zimyo consulting Private
Limited" based on actual performance being lower than projected performance, updated business forecasts and changes in thefactors such as market multiple and discount rate.
vi) . During the year ended 31 March 2025, the Company has given INR 283.16 to various shareholders of Fleetx Technologies Private
Limited for transfer of its equity and preference shares. Subsequent to year end on 11 April, 2025, such shares have been transferredin the name of the Company thereby increasing its equity ownership on fully converted and diluted basis from 16.50% to 20.07%.
1 During the year ended March 31, 2024, the Company had issued and allotted 3,06,14,574 fully paid up Bonus Equity shares of Rs,10each on 22 June 2023 in the ratio of 1:1 (i,e, 1 Bonus Equity shares for every 1 existing equity share of the Company) to the shareholderswho held shares on 21 June 2023 i,e, Record date which includes 35,353 bonus shares to Indiamart Employee Benefit trust,
2 During the year ended March 31, 2024, the Board of Directors approved a proposal to buy-back upto 12,50,000 equity shares ofthe Company for an aggregate amount not exceeding INR 5,000, being 2,04% of the total paid up equity share capital at 4,000 perequity share, A Letter of Offer was made to all eligible shareholders, The Company bought back 12,50,000 equity shares out of theshares that were tendered by eligible shareholders and extinguished the equity shares, Capital redemption reserve was created tothe extent of share capital extinguished of INR 12,50, The buyback resulted in a cash outflow of INR 6,198,84 (including transactioncosts of INR 36,95 and tax on buyback of INR 1,161,89), The Company funded the buyback from its free reserves including SecuritiesPremium as explained in Section 68 of the Companies Act, 2013,
3 (i) During the year ended 31 March 2021, the Company had raised money by the way of Qualified Institutions Placement ('QIP')
and alloted 1,242,212 equity shares of face value INR 10 each to the eligible qualified institutional buyers (QIB) at a price of INR8,615 per equity share (including a premium of INR 8,605 per equity share) aggregating to INR 10,701,66 on 22 February 2021,The issue was made in accordance SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended,
Expenses incurred in relation to QIP amounting to INR 189,67 were adjusted from Securities Premium Account which resultedinto the QIP's net proceeds of INR 10,511,99,
Out of these proceeds, the Company has utilised the entire amount of INR 10,511,99 (31 March 2024 : INR 10,393,08) towardspurposes specified in the placement document from the date of QIP,
Other than as disclosed above, no funds have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreignentities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall lendor invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).The Company has not received any fundsfrom any party(s) (Funding Party) with the understanding that the Company shall whether directly or indirectly lend or invest inother persons or entities identified by or on behalf of the Company (Ultimate Beneficiaries) or provide any guarantee, securityor the like on behalf of the ultimate beneficiaries.
1) The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity isentitled to one vote per share.
2) In event of liquidation of the Company, the holders of equity shares would be entitled to receive remaining assetsof the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number ofequity shares held by the shareholders.
a) Securities premium: The Securities premium account is used to record the premium on issue of shares and is utilised in accordancewith the provisions of the Companies Act, 2013.
b) Capital redemption reserve: The Capital redemption reserve is created when company purchases its own shares out of freereserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemptionreserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.
c) Employee share based payment reserve: The Employee share based payment reserve is used to recognise the compensationrelated to share based awards issued to employees under Company's Share based payment scheme.
d) Retained earnings: Retained earnings represent the amount of accumulated earnings of the Company, and re-measurementgains/losses on defined benefit plans.
The Indiamart Employee Stock Benefit Scheme-2018 was approved by shareholders in annual general meeting held on May 07, 2018, Thescheme is designed to provide incentives to employees to deliver long-term returns, Under the plan, participants are granted options whichvest upon completion of upto 72 months of service from the grant date, Participation in the plan is at the board appointed committee'sdiscretion and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits,
The Company has set up a trust to administer the scheme under which Stock Appreciation Rights (SAR) and Stock options(ESOP),with substantially similar types of share based payment arrangements, have been granted to employees, The scheme only provides forequity settled grants to employees where by the employees can purchase equity shares by exercising SAR units/options as vested at theexercise price specified in the grant, there is no option of cash settlement,
i) The carrying value of deposits with banks, investment in TREPS, trade receivables, cash and cash equivalents, loans toemployees, trade payables, security deposits, lease liabilities and other financial assets and other financial liabilities measuredat amortised cost approximate their fair value due to the short-term maturities of these instruments. These have been assessedbasis credit risk.
ii) The fair value of non-current financial assets and financial liabilities are determined by discounting future cash flows usingcurrent rates of instruments with similar terms and credit risk. The current rates used do not reflect significant changes fromthe discount rates used initially. Therefore, the carrying value of these instruments measured at amortised cost approximatetheir fair value.
iii) Fair value of quoted mutual funds, exchange traded funds, investment trust and government securities is based on quotedmarket prices at the reporting date. We do not expect material volatility in these financial assets.
iv) Fair value of debt instruments of subsidiaries, equity/preference instruments of other entities is estimated based on replacementcost method / discounted cash flows / market multiple valuation technique using cash flow projections, discount rate andcredit risk and are classified as Level 3.
v) Fair value of the quoted bonds and debentures is determined using observable market's inputs and is classified as Level 2.
vi) Fair value of derivative contract liability is determined using Monte Carlo Simulation method and is classified as Level 3.
vii) Fair value of debt instruments of associates is estimated based on replacement cost method / discounted cash flows / marketmultiple valuation technique using cash flow projections, discount rate and credit risk and are classified as Level 3.
The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the returnsto stakeholders through the optimisation of the equity balance.
The capital structure of the Company consists of no borrowings and only equity of the Company.
The Company is not subject to any externally imposed capital requirements.
The Company reviews the capital structure on a regular basis. As part of this review, the Company considers the cost of capital, risksassociated with each class of capital requirements and maintenance of adequate liquidity.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's board of directors has overall responsibility for theestablishment and oversight of the Company's risk management framework. The Company's risk management policies are establishedto identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence tolimits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities.
The Company's Board oversees how management monitors compliance with the Company's risk management policies and procedures,and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Board is assisted inits oversight role by internal audit. Internal audit undertakes regular reviews of risk management controls and procedures, the results ofwhich are reported to the audit committee.
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 principally from the Company's Cash and cash equivalents, bank deposits and investments inmutual funds, bonds, exchange traded funds, debentures, units of alternative investment funds and units of investment trust.
The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk management considers available reasonable and supportive forward-looking information including indicators likeexternal credit rating (as far as available), macro-economic information (such as regulatory changes, government directives, marketinterest rate).
The Company primarily collects consideration in advance for the services to be provided to the customer. As a result, the Companyis not exposed to significant credit risk on trade receivables.
Cash and cash equivalents, bank deposits and investments in mutual funds, bonds, exchange traded funds, debentures.
The Company maintains its cash and cash equivalents, bank deposits, inter-corporate deposits and investment in mutual funds,exchange traded funds, bonds, debentures, units of alternative investment funds and TREPS with reputed banks and financialinstitutions. The credit risk on these instruments is limited because the counterparties are banks with high credit ratings assignedby international credit rating agencies.
The Company monitors the credit rating of the counterparties on regular basis. These instruments carry very minimal credit riskbased on the financial position of parties and Company's historical experience of dealing with the parties.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilitiesthat are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far aspossible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,without incurring unacceptable losses or risking damage to the Company's reputation.
Ultimate responsibility for liquidity risk management rests with the board of directors, who has established an appropriate liquidityrisk management framework for the management of the Company's short-term, medium-term and long-term funding and liquiditymanagement requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and bycontinuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in marketprices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk andcommodity risk. Financial instruments affected by market risk include foreign currency receivables, deposits, investments in mutualfunds, exchange traded funds, bonds, debentures, units of alternative investment funds, units of investment trust and investment inother entities.
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes inforeign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to theCompany's operating activities (when revenue or expense is denominated in a foreign currency). The Company's exposure tounhedged foreign currency risk as at 31 March 2025 and 31 March 2024 is not material. Currency risks related to the principalamounts of the Company's US dollar trade receivables.
Investment of short-term surplus funds of the Company in liquid schemes of mutual funds, bonds, debentures, units ofalternative investment fund and investment trust provides high level of liquidity from a portfolio of money market securitiesand high quality debt and categorized as 'low risk' product from liquidity and interest rate risk perspectives.
Customer service cost primarily consists of employee benefits expense (included on "Employee benefit expense" in Note 21) for employeesinvolved in servicing of our clients; website content charges (included in "Content development expenses" in Note 24); Outsourcedservice cost i.e. cost of outsourced activities towards servicing of our clients (included in "Customer Support Expenses" in Note 24); PNScharges i.e. rental for premium number service provided to our paying suppliers (included in "Buyer Engagement Expenses" in Note 24);SMS & Email charges i.e. cost of notifications sent to paying suppliers through SMS or email (included in "Buyer Engagement Expenses"in Note 24); Buy Lead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyerson Indiamart and provided to our paying suppliers as a part of our subscription packages (included in "Customer Support Expenses" inNote 24); other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance, Insurance cost allocated basedon employee count; collection charges; domain registration & renewal charges (included in "Internet and other online expenses" in Note24) for serving our clients.
Selling & Distribution Expenses primarily consists of Outsourced sales cost i.e. costs incurred towards acquisition of new paying suppliersthrough our outsourced sales team and Channel partners; employee benefits expense for employees involved in acquisition of newpaying suppliers; other expenses such as rent, power and fuel, repair & maintenance, travelling & conveyance and Insurance costallocated based on employee count.
Technology and content expenses include employee benefits expense for employees involved in the research and development of newand existing products and services, development, design, and maintenance of our website and mobile application, curation and display ofproducts and services made available on our websites, and digital infrastructure costs; Data Verification & Enrichment i.e. amount paid tothird parties to maintain and enhance our database (included in "Content development expenses" in Note 24); PNS charges i.e. rental forpremium number service provided to our free suppliers (included in "Buyer Engagement Expenses" in Note 24); SMS & Email charges i.e.cost of notifications sent to buyers and free suppliers through SMS or email (included in "Buyer Engagement Expenses" in Note 24); BuyLead Verification & Enrichment i.e. costs incurred in connection with the verification of RFQs posted by registered buyers on Indiamartand provided to our free suppliers (included in "Customer Support Expenses" in Note 24); other expenses such as rent, power and fuel,repair & maintenance, travelling & conveyance and Insurance cost allocated based on employee count; Complaint Handling (1-800) Exp.(included in "Customer Support Expenses" in Note 24); Server Exp. (Web Space for Hosting), Software Expenses, Server Exp. (GoogleEmails-Employees) & Website Support & Maintenance (included in "Internet and other online expenses" in Note 24).
While most of our branding and marketing is done by our sales representatives through meetings with potential customers (included inSelling & Distribution Expenses), our branding is aided by our spending on marketing, such as targeted digital marketing, search engineadvertisements and offline advertising, and we also engage in advertising campaigns from time to time through television and printmedia. Employee benefits expense for employees involved in marketing activities are also included in marketing expenses.
Other operating expenses primarily include employee benefits expense for our support function employees; expenses such as rent, powerand fuel, repair & maintenance, travelling & conveyance and Insurance cost allocated basis employee count; browsing & connectivity-branch & employees (included in "Internet and other online expenses" in Note 24); telephone expenses-branch & employees (included in"Communication Costs" in Note 24); recruitment and training expenses; legal and professional fees; impairment of investment; CorporateSocial Responsibility expenses and other miscellaneous operating expenses.
The Company has evaluated the claim and believes it was made in accordance with the court-approved scheme. Consequently,it strongly asserts that the transitional credit was rightly availed based on the legal provisions and factual circumstancessurrounding the demerger. The Company is currently in the process of filing an appeal with the appropriate forums.
Based on internal assessment, the management believes the case has strong merits and, therefore, has not made any provisionin the books of account for the said demand.
3. On February 28, 2019, a judgment of the Supreme Court of India interpreting certain statutory defined contribution obligationsof employees and employers altered historical understandings of such obligations, extending them to cover additional portionsof the employee's income. However, the judgment isn't explicit if such interpretation may have retrospective applicationresulting in increased contribution for past and future years for certain employees of the Company. The Company, based onan internal assessment, evaluated that there are numerous interpretative challenges on the retrospective application of thejudgment which results in impracticability in estimation of and timing of payment and amount involved. As a result of lackof implementation guidance and interpretative challenges involved, the Company is unable to reliably estimate the amountinvolved. Accordingly, the Company shall evaluate the amount of provision, if any, on further clarity of the above matter.
4. The Company is involved in various lawsuits, claims and proceedings that arise in the ordinary course of business, the outcomeof which is inherently uncertain. Some of these matters include speculative and frivolous claims for substantial or indeterminateamounts of damages. The Company records a liability when it is both probable that a loss has been incurred and the amountcan be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. TheCompany reviews these provisions and adjusts these provisions accordingly to reflect the impact of negotiations, settlements,rulings, advice of legal counsel, and updated information. The Company believes that the amount or estimable range ofreasonably possible loss with respect to loss contingencies for legal and other contingencies, will not, either individually orin the aggregate, have a material adverse effect on its business, financial position, results or cash flows of the Company asat 31 March 2025.
5. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Companytowards Provident Fund and Gratuity The effective date from which the changes are applicable is yet to be notified and thefinal rules are yet to be notified. The Company will carry out an evaluation of the impact and record the same in the standalonefinancial statements in the year in which the Code becomes effective and the related rules are notified.
37 Scheme of Amalgamation
During the previous year, a composite scheme of amalgamation (""the Scheme"") amongst wholly owned subsidiaries Busy InfotechPrivate Limited (""Busy "" or ""Transferor Company 1""), Hello Trade Online Private Limited ("Hello Trade" or ""Transferor Company 2""),Tolexo Online Private Limited ("Tolexo" or ""Transferee Company"") and their respective shareholders and creditors under Section 230 to232 and other applicable provisions, if any, of the Companies Act, 2013 (read with the Rules made thereunder) was approved by the Boardof Directors of the respective companies in their meeting held on 28 March 2024.
During the year ended 31 March 2025, the Company had received requisite approvals and the scheme had been sanctioned by theHon'ble National Company Law Tribunal (NCLT) Chandigarh Bench vide its order dated January 17, 2025 with the appointed date of April1, 2023. The Certified true copy of the said order dated February 12, 2025 was filed with the Registrar of Companies on February 14, 2025.In accordance with the order of NCLT, the Company had given effect to the scheme in the standalone financial statement which hasresulted in reversal of impairment loss in Tolexo and Hello Trade of INR 70.32.
Further, pursuant to the said scheme, Tolexo Online Private Limited has filed an application with ROC on March 12, 2025 for name changeto "Busy Infotech Private Limited" and has been approved on March 21, 2025.
Notes
1) Total debt represents lease liabilities.
2) Earning available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and amortizations Interest other adjustments like gain on sale of Fixed assets, share based expenses etc.
# "Net Profit after tax" means reported amount of "Profit for the year" and it does not include items of other comprehensive income.
3) Debt service = Lease Payments (Interest Principal)
4) Capital Employed = Total shareholder's equity Deferred tax liability Lease liabilities
5) Income generated from invested funds = FVTPL gain on mutual funds, exchange traded funds, bonds, debentures, unitsof alternative investment funds and investment trust Interest income from Bank deposits Interest income on intercorporate deposits
6) Average invested funds in treasury investments = Average of (Average quarterly opening treasury investments and quarterlyclosing treasury investments #)
# Treasury Investments = Mutual funds, exchange traded funds, bonds, debentures, units of alternative investment funds andinvestment trust Inter - corporate deposits Bank deposits
7) Average is calculating based on simple average of opening and closing balances.
8) EBITDA stands for profit before interest, tax, depreciation, amortisation & exceptional items.
* Explanation where variance in ratio is more than 25%
Decrease in debt on account of lease payments and increased equity from the profit earned during the year.
Increase in earnings and reduction in debt by the payment of lease liability.
Due to increase in profit & decrease in interest cost on account of lease payment.
Due to increase in revenue, decrease in the expense and increase in treasury income in the current year.
Due to increase in operating profit on account of increase in revenue and decrease in the expense in the current year.
Due to increase in revenue and decrease in the expense in the current year
a) The Company has evaluated all the subsequent events through 29 April 2025 which is the date on which these standalone financialstatements were issued, and no events have occurred from the balance sheet date through that date except for matters that havealready been considered in the standalone financial statements.
Dividends paid during the year ended 31 March, 2025 include an amount of Rs. 20/- per equity share towards final dividend for the yearended 31 March, 2024 (Dividend paid during the year ended 31 March 2024 : Rs 20/per equity share(pre bonus share issue of 1:1)).
Dividends declared by the Company is based on profits available for distribution. On 29 April 2025, the Board of Directors of theCompany has proposed a final dividend of INR 30/- per share and additionally a special dividend of INR 20/- per share in respectof the year ended 31 March, 2025
As per our report of even date attached
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants IndiaMART InterMESH Limited
ICAI Firm Registration No.: 101248W/ W-100022
Kanika Kohli Dinesh Chandra Agarwal Brijesh Kumar Agrawal
Partner (Managing Director & CEO) (Whole-time Director)
Membership No.: 511565 DIN:00191800 DIN:00191760
Place: Noida Jitin Diwan Manoj Bhargava
Date: 29 April 2025 (Chief Financial Officer) (Company Secretary)
Place: NoidaDate: 29 April 2025