i. Provisions
A provision is recognized when the Company has apresent obligation (Legal or Constructive) as a result ofpast event, and it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation and a reliable estimate can be made of theamount of the obligation.
Provisions are not discounted to its present value andare determined based on best estimate required to settle
the obligation at the reporting date, unless the effect oftime value of money is material. If the effect of the timevalue of money is material, provisions are determined bydiscounting the expected future cash flows to net presentvalue using an appropriate pre-tax discount rate thatreflects current market assessments of the time value ofmoney and, where appropriate, the risks specific to theliability.
A present obligation that arises from past events, whereit is either not probable that an outflow of resources willbe required to settle or a reliable estimate of the amountcannot be made, is disclosed as a contingent liability.Contingent liabilities are also disclosed when there is apossible obligation arising from past events, the existenceof which will be confirmed only by the occurrence or non¬occurrence of one or more uncertain future events notwholly within the control of the Company
Claims against the Company, where the possibility ofany outflow of resources in settlement is remote, arenot disclosed as contingent liabilities. Contingent assetsare not recognised in the financial statements since thismay result in the recognition of income that may neverbe realized. However, when the realisation of income isvirtually certain, then the related asset is not a contingentasset and is recognised.
These estimates are reviewed at each reporting date andadjusted to reflect the current best estimates. Further,long term provisions are determined by discounting theexpected future cash flow specific to the liability. Theunwinding of the discount is recognised as a finance cost.
ii. Onerous Contracts:
A contract is considered as onerous when the expectedeconomic benefits to be derived by the company from thecontract are lower than the unavoidable cost of meetingits obligations under the contract. The provision for anonerous contract is measured at the lower of the expectedcost of terminating the contract and the expected netcost of continuing with the contract. Before a provisionis established, the Company recognizes any impairmentloss on the assets associated with that contract.
iii. Contingent Liabilities and Assets:
A present obligation that arises from past events whereit is either not probable that an outflow of resourceswill be required to settle or a reliable estimate of theamount cannot be made, is disclosed as a contingentliability. The Company uses significant judgement todisclose contingent liabilities. Contingent liabilities arealso disclosed when there is a possible obligation arisingfrom past events, the existence of which will be confirmedonly by the occurrence or non -occurrence of one or moreuncertain future events not wholly within the control ofthe Company.
Claims against the Company where the possibility ofany outflow of resources in settlement is remote, are notdisclosed as contingent liabilities.
A contingent asset is disclosed, where an inflow ofeconomic benefits is probable. Contingent assets are notrecognised in financial statements since this may resultin the recognition of income that may never be realised.However, when the realisation of income is virtuallycertain, then the related asset is not a contingent assetand is recognised.
The Basic earnings per share is computed by dividing the netprofit or loss (before other comprehensive income) for the yearattributable to equity shareholders after deducting attributabletaxes by the weighted average number of equity sharesoutstanding during the year/ reporting period. The weightedaverage number of equity shares outstanding during the year isadjusted for events such as bonus issue, amalgamations, bonuselement in a rights issue, buyback, share split, and reverse sharesplit (consolidation of shares) that have changed the number ofequity shares outstanding, without a corresponding change inresources.
Diluted earnings per share is computed by dividing the netprofit attributable to the equity shareholders for the year, asadjusted for the effects of potential dilution of equity shares,by the weighted average number of equity shares and dilutiveequity equivalent shares outstanding during the year, exceptwhere the results would be anti-dilutive.
A financial instrument is any contract that gives rise to afinancial asset of one entity and a financial liability or equityinstrument of another entity. Financial assets and financialliabilities are recognised when the Company becomes a partyto the contractual provisions of the instruments.
i. Initial Recognition
Financial assets and financial liabilities are initiallymeasured at fair value except for trade receivables thatdo not contain a significant financing component whichare measured at transaction price at initial recognition.Transaction costs that are directly attributable to theacquisition or issue of financial assets and financialliabilities (other than financial assets and financialliabilities at fair value through profit or loss) areadjusted from the fair value of the financial assets orfinancial liabilities, as appropriate, on initial recognition.Transaction costs directly attributable to the acquisitionof financial assets or financial liabilities at fair valuethrough profit or loss are recognised immediately in theStatement of Profit and Loss.
ii. Classification and Subsequent Measurement:
• Financial Assets - The Company classifies financialassets as subsequently measured at amortised cost,
fair value through other comprehensive incomeor fair value through profit or loss on the basis offollowing:
• the entity’s business model for managing thefinancial assets; and
• the contractual cash flow characteristics of thefinancial assets
a. Amortised Cost
A financial asset shall be classified and measured atamortised cost (based on Effective Interest Rate method),if both of the following conditions are met:
• the financial asset is held within a business modelwhose objective is to hold financial assets in orderto collect contractual cash flows, and
• the contractual terms of the financial asset giverise on specified dates to cash flows that are solelypayments of principal and interest on the principalamount outstanding.
Cash and bank balances, trade receivables, loans andother financial assets of the Company are covered underthis category.
b. Fair Value through Other ComprehensiveIncome
A financial asset shall be classified and measured at FairValue Through Other Comprehensive Income, if both ofthe following conditions are met:
• the financial asset is held within a business modelwhose objective is achieved by both collectingcontractual cash flows and selling financial assets,and
• the contractual terms of the financial asset giverise on specified dates to cash flows that are solelypayments of principal and interest on the principalamount outstanding
c. Fair Value through Profit or Loss
A financial asset shall be classified and measured atFair Value Through Profit or Loss unless it is measuredat amortised cost or at Fair Value Through OtherComprehensive Income.
All recognised financial assets are subsequently measuredin their entirety at either amortised cost or fair value,depending on the classification of the financial assets.
Equity Instruments:
Equity investments in Subsidiaries, Associates and Jointventures are out of scope of Ind AS 109, “Financial Instruments”and hence, the Company has accounted for its investment inSubsidiaries, at cost.
Impairment of non-financial assets (Property, Plant& Equipment/ Intangible assets)
At the end of each reporting period, the Company reviewsthe carrying amounts of non-financial assets to determinewhether there is any indication that any assets have suffered animpairment loss. If any such indication exists, the recoverableamount of the asset is estimated in order to determine theextent of the impairment loss (if any).
When it is not possible to estimate the recoverable amount ofan individual asset, the Company estimates the recoverableamount of the cash-generating unit to which the asset belongs.When a reasonable and consistent basis of allocation can beidentified, corporate assets are also allocated to individualcash-generating units, or otherwise they are allocated to thesmallest group of cash-generating units for which a reasonableand consistent allocation basis can be identified.
Recoverable amount is the higher of fair value less costs ofdisposal and value in use. In assessing the value in use, theestimated future cash flows are discounted to their presentvalue using a pre-tax discount rate that reflects the currentmarket assessments of the time value of money and the risksspecific to the asset for which the estimates of future cash flowshave not been adjusted. If the recoverable amount of an asset(or cash-generating unit) is estimated to be less than its carryingamount, the carrying amount of the asset (or cash- generatingunit) is reduced to its recoverable amount. An impairment lossis recognized immediately in the Standalone Statement ofProfit and Loss.
When an impairment loss subsequently reverses, the carryingamount of the asset (or a cash-generating unit) is increasedto the revised estimate of its recoverable amount, but so thatthe increased carrying amount does not exceed the carryingamount that would have been determined had no impairmentloss been recognized for the asset (or cash-generating unit)in prior years. A reversal of an impairment loss is recognizedimmediately in the Standalone Statement of Profit and Loss.
Impairment of financial assets
Financial assets, other than those at Fair Value Through Profitor Loss, are assessed for indicators of impairment at the end ofeach reporting period.
The Company assesses on a forward-looking basis the expectedcredit losses associated with its assets. The impairmentmethodology applied depends on whether there has beena significant increase in credit risk. For trade receivables, theCompany applies ‘simplified approach’ as specified underInd AS 109, “Financial Instruments”, which requires expectedlifetime losses to be recognized from initial recognition ofthe receivables. The application of simplified approach doesnot require the Company to track changes in credit risk. TheCompany calculates the expected credit losses on trade
receivables using a provision matrix on the basis of its historicalcredit loss experience and is adjusted for forward lookingestimates.
No ECL has been applied on fixed deposits held with banks asthere is no history of default. However, in case of any downgradein the credit rating of the banks where fixed deposit is held, theCompany would provide for ECL computed in an appropriatemethodology.
Derecognition of financial assets:
The Company derecognises a financial asset when thecontractual rights to the cash flows from the asset expire, orwhen it transfers the financial asset and substantially all therisks and rewards of ownership of the asset to another party.If the Company neither transfers nor retains substantially allthe risks and rewards of ownership and continues to controlthe transferred asset, the Company recognises its retainedinterest in the asset and an associated liability for amounts itmay have to pay. If the Company retains substantially all therisks and rewards of ownership of a transferred financial asset,the Company continues to recognise the financial asset andalso recognises a collateralised borrowing for the proceedsreceived.
On derecognition of a financial asset (other than specificequity instrument classified as Fair Value Through OtherComprehensive Income) in its entirety, the difference betweenthe asset’s carrying amount and the sum of the considerationreceived and receivable and the cumulative gain or loss thathad been recognised in other comprehensive income andaccumulated in equity is recognised in standalone statementof profit or loss if such gain or loss would have otherwise beenrecognised in standalone statement of profit or loss on disposalof that financial asset.
On derecognition of a financial asset other than in its entirety(e.g. when the Company retains an option to repurchase partof a transferred asset), the Company allocates the previouscarrying amount of the financial asset between the part itcontinues to recognise under continuing involvement andthe part it no longer recognises on the basis of the relativefair values of those parts on the date of the transfer. Thedifference between the carrying amount allocated to the partthat is no longer recognised and the sum of the considerationreceived for the part no longer recognised and any cumulativegain or loss allocated to it that had been recognised in othercomprehensive income is recognised in standalone statementof profit or loss if such gain or loss would have otherwise beenrecognised in standalone statement of profit or loss on disposalof that financial asset. A cumulative gain or loss that hadbeen recognised in other comprehensive income is allocatedbetween the part that continues to be recognised and the partthat is no longer recognised on the basis of the relative fairvalues of those parts.
• Financial Liabilities and Equity Instruments:
Classification as Debt or Equity:
Debt and equity instruments, issued by the Company, areclassified as either financial liabilities or as equity in accordancewith the substance of the contractual arrangements and thedefinitions of a financial liability and an equity instrumentprescribed under Indian Accounting Standards.
An equity instrument is any contract that evidences a residualinterest in the assets of the Company after deducting all ofits liabilities. Equity instruments issued by the Company arerecognised at the proceeds received, net of direct issue costs.
Financial Liabilities:
Financial liabilities are classified, at initial recognition as fairvalue through profit or loss:
• Loans and borrowings,
• Payables, or
• as derivatives designated as hedging instruments in aneffective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and inthe case of loans and borrowings and payables, are recognisednet of directly attributable transaction costs.
The Company’s financial liabilities include trade and otherpayables, loans and borrowings including bank overdrafts,financial guarantee contracts and derivative financialinstruments.
Subsequent Measurement:
The measurement of financial liabilities depends on theirclassification, as described below
Financial Liabilities at Fair Value Through Profit orLoss:
Financial liabilities at Fair Value Through Profit or Loss includefinancial liabilities held for trading and financial liabilitiesdesignated upon initial recognition as at Fair Value ThroughProfit or Loss. Financial liabilities are classified as held fortrading, if they are incurred for the purpose of repurchasingin the near term. This category also includes derivativefinancial instruments entered into by the Company that arenot designated as hedging instruments in hedge relationshipsas defined by Ind AS 109 “Financial Instruments”. Separatedembedded derivatives are also classified as held for trading,unless they are designated as effective hedging instruments.
Gains or losses on liabilities held for trading are recognised inthe Standalone Statement of Profit and Loss.
Financial liabilities, designated upon initial recognition at FairValue Through Profit or Loss, are designated as such at theinitial date of recognition, and only if the criteria in Ind AS 109“Financial Instruments” are satisfied.
Loans and Borrowings:
After initial recognition, interest-bearing loans and borrowingsare subsequently measured at amortised cost using theEffective Interest Rate (EIR) method. Gains and losses arerecognised in the Standalone Statement of Profit and Losswhen the liabilities are de-recognised as well as through the EIRamortisation process.
Amortised cost is calculated by taking into account any discountor premium on acquisition and fees or costs that are an integralpart of the EIR. The EIR amortisation is included as finance costsin the Standalone Statement of Profit and Loss.
Derecognition of Financial Liabilities:
A financial liability is derecognized when the obligation underthe liability is discharged or cancelled or expires. When anexisting financial liability is replaced by another from thesame lender on substantially different terms, or the termsof an existing liability are substantially modified, such anexchange or modification is treated as the Derecognition ofthe original liability and the recognition of a new liability. Thedifference between the carrying amount of the financial liabilityderecognized and the consideration paid is recognized in theStandalone Statement of Profit and Loss.
Offsetting
Financial assets and financial liabilities are offset and presentedon net basis in the Balance Sheet when there is a legallyenforceable right to offset the recognised amounts and thereis an intention to settle on a net basis or realise the asset andsettle the liability simultaneously and are not prohibited underany Ind AS or applicable law.
Based on Management approach, as defined in Ind AS 108“Operating Segments”, the “Chief Operating Decision Maker”(CODM) evaluates the operating segments. Operating segmentsare reported in a manner consistent with the internal reportingprovided to CODM. Operating Segments are identified basedon the nature of products and services, the different risksand returns and the internal business reporting system.Geographical segment is identified based on geography inwhich major products of the Company are sold, or services areprovided.
The accounting policies adopted for segment reporting arein conformity with the accounting policies adopted for theCompany. Revenue and expenses have been identified to thesegments based on their relationship to the operating activitiesof the segment. Unallocated Corporate Items include generalcorporate income and expenses which are not attributable tosegments.
The Company recognizes a liability to make cash distributionsto equity holders of the Company when the distribution isauthorized, and the distribution is no longer at the discretion ofthe Company. As per the corporate laws in India, a distribution
is authorized when it is approved by the shareholders andinterim dividend is authorised when it is approved by theBoard of Directors of the Company. A corresponding amount isrecognised directly in equity.
The preparation of the standalone financial statementsrequires the management to make judgements, estimatesand assumptions in the application of accounting policies andthat have the most significant effect on reported amounts ofassets, liabilities, incomes and expenses, and accompanyingdisclosures, and the disclosure of contingent liabilities. Theestimates and associated assumptions are based on historicalexperience and other factors that are considered to be relevant.Actual results may differ from these estimates. The estimatesand underlying assumptions are reviewed on an ongoing basis.Revisions to accounting estimates are recognised in the periodin which the estimate is revised if the revision affects only thatperiod or in the period of the revision and future periods if therevision affects both current and future periods.
Key Estimates, Assumptions and Judgements
The key assumptions concerning the future and other majorsources 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:
Useful Life & Residual Value of Property, Plantand Equipment (PPE) and Intangible Assets
Property, Plant and Equipment/ Other Intangible Assets aredepreciated/amortised over their estimated useful lives,after taking into account estimated residual value. Theuseful lives and residual values are based on the Company’shistorical experience with similar assets and taking intoaccount anticipated technological changes or commercialobsolescence. Management reviews the estimated useful livesand residual values of the assets annually in order to determinethe amount of depreciation/ amortisation to be recordedduring any reporting period. Depreciation/amortisation forfuture periods is revised, if there are significant changesfrom previous estimates and accordingly, the unamortised/depreciable amount is charged over the remaining useful life ofthe assets.
Recognition & Measurement of Current Taxesand Deferred Taxes
i. Measurement of income taxes for the current period aredone based on applicable tax laws and management’sjudgment by evaluating positions taken in tax returns,interpretations of relevant provisions of law, and basedon the admissibility of various expense while determiningthe provisions for income tax.
ii. Significant management judgment is exercised byreviewing the deferred tax assets at each reporting date to
determine the amount of deferred tax assets that can beretained / recognized, based upon the likely timing andthe level of future taxable profits together with future taxplanning strategies.
Recognition and Measurement of ContingentLiabilities
Management judgment is exercised for estimating the possibleoutflow of resources, if any, in respect of contingencies /claims/litigations against the Company as it is not possible to predictthe outcome of pending matters with accuracy.
Provisions and liabilities are recognised in the period when itbecomes probable that there will be a future outflow of fundsresulting from past operations or events and the amount of cashoutflow can be reliably estimated. The timing of recognitionand quantification of the liability requires the application ofjudgement to existing facts and circumstances, which can besubject to change. The carrying amounts of provisions andliabilities are reviewed regularly and revised to take accountof changing facts and circumstances to reflect the currentestimate.
The impairment of financial assets including allowance forexpected credit loss is done based on assumptions aboutrisk of default and expected cash loss rates. The assumptions,selection of inputs for calculation of impairment are based onmanagement judgment considering the past history, marketconditions and forward-looking estimates at the end of eachreporting date.
Impairment of Investments in Subsidiaries
The Company assesses investments in subsidiaries forimpairment whenever events or changes in circumstancesindicate that the carrying amount of the investment may notbe recoverable. If any such indication exists, the Companyestimates the recoverable amount of the investment insubsidiary. If the recoverable amount of the investment is lessthan it’s carrying amount, the carrying amount is reduced to itsrecoverable amount. The reduction is treated as an impairmentloss and is recognised in the standalone statement of profitand loss. The recoverable amount is based on managementjudgement considering realizable value, future cashflows,discount rates and the risks specific to the asset.
Measurement of Defined Employee Benefit plansand other long-term benefits
The cost of the defined benefit plan and other long termemployee benefits, and the present value of such obligation aredetermined by the independent actuarial valuer. Managementbelieves that the assumptions used by the actuary indetermination of the discount rate, future salary increases,mortality rates and attrition rate are reasonable. Due to thecomplexities involved in the valuation and considering its long¬term nature, this obligation is highly sensitive to changes inthese assumptions.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilitiescould not be measured based on quoted prices in activemarkets, management uses valuation techniques includingthe Discounted Cash Flow (DCF) model, to determine its fairvalue. The inputs to these models are taken from observablemarkets where possible, but where this is not feasible, a degreeof judgment is exercised in establishing fair values. Judgmentsinclude considerations of inputs such as liquidity risk, creditrisk and volatility. Changes in assumptions about these factorscould affect the reported fair value of financial instruments.
Share based payments
The Company initially measures the equity settled transactionswith employees using fair value model. This requiresdetermination of most appropriate valuation model, whichis dependent on the terms and conditions of the grant. Thisestimate also requires determination of the most appropriateinputs to the valuation model including volatility and dividendyield and making assumptions about them.
Revenue recognition
The Company exercises judgment in determining whetherthe performance obligation is satisfied at a point in time orover a period of time. The Company applies the percentage ofcompletion method using the input (cost expended) methodto measure progress towards completion in respect of fixedprice contracts, which are performed over a period of time.The Company exercises judgment to estimate the future cost-to-completion of the contracts which is used to determinethe degree of completion of the performance obligation. TheCompany’s contracts with customers could include promisesto transfer multiple products and services to a customer.The Company assesses the products / services promised in acontract and identifies distinct performance obligations in thecontract.
Identification of distinct performance obligation involvesjudgment to determine the deliverables and the ability of thecustomer to benefit independently from such deliverables.Judgment is also required to determine the transaction pricefor the contract. The Company uses judgment to determinean appropriate standalone selling price for a performance
obligation. The Company allocates the transaction priceto each performance obligation on the basis of the relativestandalone selling price of each distinct product or servicepromised in the contract. Provision for estimated losses, if any,on uncompleted contracts are recorded in the period in whichsuch losses become probable based on the expected contractestimates at the reporting date.
Leases
The Company evaluates if an arrangement qualifies to be a leaseas per the requirements of Ind AS 116 “Leases”. Identificationof a lease requires significant judgement. The Company usessignificant judgement in assessing the lease term (includinganticipated renewals) and the applicable discount rate.
The Company determines the lease term as the noncancellableterm of a lease, together with any periods covered by an optionto extend the lease if it is reasonably certain to be exercised,or any periods covered by an option to terminate the lease,if it is reasonably certain not to be exercised. The Companyhas lease contracts that include extension and terminationoptions. The Company applies judgment in evaluating whetherit is reasonably certain whether or not to exercise the option torenew or terminate the lease. That is, it considers all relevantfactors that create an economic incentive for it to exerciseeither the renewal or termination. After the commencementdate, the Company reassesses the lease term if there is asignificant event or change in circumstances that is within itscontrol and affects its ability to exercise or not to exercise theoption to renew or to terminate (e.g., construction of significantleasehold improvements or significant customization tothe leased asset). The Company cannot readily determinethe 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 Company would have topay to borrow over a similar term, and with a similar security,the funds necessary to obtain an asset of a similar value to theright-of-use asset in a similar economic environment or whichrequires estimation when no observable rates are available.The Company estimates the IBR using observable inputs (suchas market interest rates) when available and is required to makecertain entity-specific estimates.
Pursuant to the approval of the shareholders on June 21, 2024, the Company issued and allotted 5,43,478 equity shares and 5,43,477convertible warrants on a preferential basis. These convertible warrants were issued at a price of 7 184/- per warrant, which includes a facevalue of 710/-, and provides the right to convert the warrants into an equivalent number of equity shares. A Private Placement Offer Letter,dated June 24, 2024, was issued to the following investors (“Proposed Allottees”): Pratithi Growth Fund I (a scheme of Pratithi InvestmentFund) and Tunga India Long Term Equity Fund. As per the terms of issuance, the Proposed Allottees were required to pay 25% of the issueprice at the time of subscription, with the remaining 75% to be paid within nine months from the date of allotment.
On January 27, 2025, the Company received formal requests from both Proposed Allottees for the conversion of their warrants into equityshares by paying the balance consideration. The Board of Directors, at its meeting held on January 31,2025, approved the allotment of5,43,477 equity shares upon the conversion of Warrants on a preferential basis.
The Company received in-principle listing approvals from the National Stock Exchange of India Limited (NSE) on March 18, 2025, and fromBSE Limited (BSE) on March 27, 2025. The equity shares were credited to the demat accounts of the allottees through the National SecuritiesDepository Limited (NSDL) on April 3, 2025, and through the Central Depository Services Limited (CDSL) on April 7, 2025. Final listing andtrading approvals for the said equity shares were received from NSE and BSE on April 22, 2025.
Terms / rights attached to class of shares
The Company has only one class of share referred to as Equity Shares having a par value of 710 each. The holders of Equity Shares are entitledto one vote per share. In the event of liquidation of the company, the equity shareholders will be entitled to receive remaining assets of thecompany, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by theshareholders.
The company does not have a Holding Company
As per records of the Company, including its register of shareholder/members and other declarations received from the shareholdersregarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares
For the period of five years immediately preceding the date at which the Balance Sheet is prepared there are no shares allotted as fully paidup pursuant to contract without payment being received in cash; no shares have been allotted as fully paid up by way of bonus shares; andthere are no shares bought back
Assets and liabilities used in the Company’s business are not identifiable to any of the reportable segment, as these are used interchangeablybetween segments.
The management believes that it not practicable to provide segment disclosures relating to total assets and liabilities.
Effective from the second quarter of the current financial year, based on the "management approach" as defined in Ind-AS 108 - OperatingSegments, the Chief Operating Decision Maker will evaluate the Group's performance on four business segments, namely: “SupTech”, “RegTech”,“TaxTech” and “DataTech”
This update replaces our previous segments: “Collect,” “Create,” and “Consume” Figures for the previous period have been restated to alignwith the new segment reporting structure.
While the "Collect' segment is what is now proposed to be called Suptech, the Create segment has been divided into Regtech and Taxtech. TheConsume segment is now the Datatech segment of the company.
Fair Value Hierarchy:
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments based on the input that issignificant to the fair value measurement as a whole:
Level 1: This hierarchy uses quoted (unadjusted) prices in active markets for identical assets or liabilities. The fair value of all Equity Shareswhich are traded on the stock exchanges, is valued using the closing price at the reporting date.
Level 2: The fair value of financial instruments that are not traded in an active market (for example - traded bonds, over the counter derivatives)is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on company specificestimates. The mutual fund units are valued using the closing Net Asset Value. Investments in Debentures or Bonds are valued on the basis ofdealer’s quotation based on fixed income and money market association (FIMMDA). If all significant inputs required to fair value an instrumentare observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
The Company’s principal financial liabilities, other than derivatives, comprise of borrowings, trade and other payables. The main purpose ofthese financial liabilities is to finance the Company’s operations. The Company’s principal financial assets, other than derivatives, include tradeand other receivables, investments and cash and cash equivalents that arise directly from its operations. The Board of Directors has overallresponsibility for the establishment and oversight of the Company’s risk management framework and thus established a risk managementpolicy to identify and analyse the risks faced by the Company. The risk management systems are reviewed periodically. The Audit Committeeof the Board, oversees the compliance with the policy.
The Company’s activities expose it to market risk, liquidity risk and credit risk.
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument.The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices,equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitivefinancial instruments, including investments and deposits, foreign currency receivables, payables and borrowings.
The Company’s overall risk management focuses on the unpredictability of financial markets and seeks to minimise potential adverse effectson the financial performance of the Company. The Company uses derivative financial instruments, to hedge foreign currency risk exposure.Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.
A. Foreign Exchange Risk:
Foreign exchange risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due tochanges in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’stransactions denominated in a foreign currency including trade receivables and unbilled revenues, loans given to overseas subsidiaries, tradepayables and bank balances. The Company’s exposure to foreign currency risk with respect to material currencies as detailed below:
The Company regularly evaluates exchange rate exposure arising from foreign currency transactions. The Company follows the established riskmanagement policies and standard operating procedures. When a derivative is entered into for the purpose of hedge, the Company negotiatesthe terms of those derivatives to match the terms of the foreign currency exposure.
B. Interest rate risk:
The Company has borrowed debt at variable rates to finance its operations, which exposes it to interest rate risk. The Company’s interest raterisk management planning includes achieving the lowest possible cost of debt financing, while managing volatility of interest rates, applyinga prudent mix of fixed and floating debt, either directly or through the use of derivative financial instruments affecting a shift in interest rateexposures between fixed and floating.
C. Credit risk
Credit risk arises when a customer or counterparty does not meet its contractual obligations under a customer contract orfinancial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities primarily tradereceivables and from its financing/investing activities, including treasury operations. Customer credit risk is managed by Company’sestablished policy, procedures and control relating to customer credit risk management. Outstanding customer receivablesand unbilled revenues are regularly monitored and the Company creates a provision based on expected credit loss model.The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
i) Trade Receivables: Ageing & Movement
As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix to mitigatethe risk of default in payments and makes appropriate provision at each reporting date wherever outstanding is for longer period and involveshigher risk
iii) Derivative Instruments, Cash and Cash Equivalents and Bank Deposits:
Credit Risk on cash and cash equivalents, deposits with the banks/financial institutions is generally low as the said deposits have beenmade with the banks/financial institutions, who have been assigned high credit rating by international and domestic rating agencies.Credit Risk on Derivative Instruments is generally low as the Company enters into the Derivative Contracts with the reputed Banks.
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions withhigh ratings, assigned by international and domestic credit rating agencies. Ratings are monitored periodically and the Company hasconsidered the latest available credit ratings as at the date of approval of these financial statements.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. Prudentliquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequateamount of credit facilities to meet obligations when due. The Company’s treasury team is responsible for managing liquidity, funding as well assettlement. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’sliquidity position through rolling forecasts and long range business forecasts on the basis of expected cash flows.
The table below provides details of financial liabilities at the reporting date based on contractual undiscounted payments. The Company hasaccess to the following undrawn borrowing facilities:
As part of its risk management strategy, the company endeavors to hedge its net foreign currency exposure of highly forecasted sale transactionsfor the next 10 to 12 months in advance. The company uses forward contracts to hedge its currency exposure. Such contracts are designated ascash flow hedges. The forward contracts are generally denominated in the same currency in which the sales realization is likely to take place.
For derivative contracts designated as hedge, the Company documents, at inception, the economic relationship between the hedginginstrument and the hedged item, the hedge ratio, the risk management objective for undertaking the hedge and the methods used to assess thehedge effectiveness. Financial contracts designated as hedges are accounted for in accordance with the requirements of Ind AS 109 dependingupon the type of hedge.
The Company applies cash flow hedge accounting to hedge the variability in the future cash flows attributable to foreign exchange risk. Hedgeeffectiveness is ascertained at the time of inception of the hedge and periodically thereafter. The Company assesses hedge effectiveness bothon prospective and retrospective basis. The prospective hedge effectiveness test is a forward looking evaluation of whether or not the changesin the fair value or cash flows of the hedging position are expected to be highly effective on offsetting the changes in the fair value or cash flowsof the hedged position over the term of the relationship. On the other hand, the retrospective hedge effectiveness test is a backward-lookingevaluation of whether the changes in the fair value or cash flows of the hedging position have been highly effective in offsetting changes in thefair value or cash flows of the hedged position since the date of designation of the hedge.
The Company provides share-based payment schemes to its employees in order to reward the employees for their past association andperformance as well as to motivate them to contribute to the growth and profitability of the Company with an intent to attract and retain talentin the organisation. The company currently has two ESOP schemes, the relevant details of which are as follows:
IRIS Business Services Limited - Employee Stock Option 2017 Scheme
On September 11, 2017, the Board of Directors approved the “IRIS Business Services Limited - Employee Stock Option Scheme 2017”(“Scheme”) The aforesaid Scheme was duly approved by shareholders in its Extra-Ordinary General Meeting held on September 13, 2017.The shareholders of the Company approved the ratification of the Scheme and extension of the benefits of the Scheme to the employees ofSubsidiary Company(ies) by Special Resolutions through Postal Ballot on March 29, 2019. The Nomination and Remuneration committee of theBoard has granted options under the said Scheme to certain category of employees as per criteria laid down by Nomination and Remunerationcommittee of the Board.
Pursuant to the requirement stipulated under para (6)(L) to the General Instructions for Preparation of Balance Sheet under schedule III of
Companies Act, 2013, the required additional regulatory information are disclosed as under:
i) The company does not have any immovable properties (other than properties where the Company is the lessee and the lease agreementsare duly executed in favour of the lessee) whose title deeds are not held in the name of the company.
ii) The Company does not have any investment property.
iii) The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) during the current year or the preceedingyear.
iv) The company has not revalued its intangible assets during the current year or the preceeding year.
v) There are no loans or advances in the nature of loans that are granted to promoters, Directors, Key Managerial Personnel and the relatedparties (as defined under Companies Act, 2013), either severally or jointly with any other person.
vi) There is no Capital Work in progress.
vii) For disclosure pertaining to Intangible assets under development - Refer Note No.4b
viii) No proceedings have been initiated on or are pending against the company for holding any benami property under the BenamiTransactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
ix) The borrowings from banks or financial institutions reported under Refer Note No.13, are made on the basis of security of immovableproperty and current assets.
x) The Company has not been declared a wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) orconsortium thereof or any other lender, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
xi) The Company did not have any transactions with companies struck off under Companies Act, 2013.
xii) There are no charges or satisfaction thereof yet to be registered with ROC beyond the statutory period - Refer note No.3b and Refer NoteNo. 13 for the details of charge created.
xiii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies(Restriction on number of Layers) Rules, 2017, with respect to the extent of holding of the company in downstream companies - Refer NoteNo. 5.
xiv) The Company has not entered into any scheme of arrangement which has an accounting impact on the current or previous financial year.
xv) During the year, the Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any othersources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whetherrecorded in writing or otherwise) that the Intermediary shall: (i) directly or indirectly lend or invest in other persons or entities identifiedin any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like to oron behalf of the Ultimate Beneficiaries.
xvi) During the year, the Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) withthe understanding (whether recorded in writing or otherwise) that the Company shall: (i) directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or (ii) provide anyguarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
xvii) There is no income surrendered or disclosed as Income during the current or previous year in the tax assessments under the Income TaxAct, 1961, that has not been recorded in the books of account.
xviii) The Company has not traded or invested in Crypto currency or Virtual currency during the current or the previous financial year.
xix) The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (editlog) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Also, there have beenno instances of audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutoryrequirements for record retention.
Note 36: The new Code on Social Security, 2020 has been enacted, which could impact the contributions by the Company towards
Provident Fund, Gratuity and bonus. The effective date from which the changes are applicable is yet to be notified andthe rules are yet to be framed. The Company will complete its evaluation and will give appropriate impact in the financialstatements in the period in which the Code becomes effective and the related rules are published.
Note 37: Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified IndAS - 117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicableto the Company w.e.f. April 1, 2024. The Company has reviewed the new pronouncements and based on its evaluation hasdetermined that it does not have any significant impact in its financial statements.
Note 39: Previous year figures have been regrouped / rearranged, wherever necessary.
The accompanying material accounting policies and notes form an integral part of the standalone financial statements
As per our report of even date attached
For KKC & Associates LLP For and on behalf of the Board of Directors of
IRIS Business Services Limited
Chartered Accountants (aN:L72900MH2000PLC128943)
(formerly Khimji Kunverji & Co LLP)
Firm Registration Number: 105146W / W100621
Balachandran Krishnan Deepta Rangarajan
Whole Time Director & CFO Whole Time Director
(DIN: 00080055) (DIN: 00404072)
Soorej Kombaht Santoshkumar Sharma
Partner Company Secretary
ICAI Membership No: 164366 (Membership No: ACS 35139)
Place: Navi Mumbai Place: Navi Mumbai
Date: May 14, 2025 Date: May 14, 2025