e. Terms/rights attached to equity shares
The Company has only one class of equity shares having a par value of ' 10/- per share fully paid up. Holders of equity shares are entitled to one vote per share. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the sale proceeds from remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion of the number of equity shares held by the shareholders.
f For the period of five years immediately preceding 31st March, 2025, no shares were allotted as fully paid up pursuant to any contract without consideration being received in cash or allotted as fully paid up by way of bonus shares or bought back.
Nature and Purpose of Reserves Capital Reserve:
Capital Reserve represents the difference between assets and liabilities acquired pursuant to the scheme of restructuring, reduced by shares issued as per the scheme.
Retained Earnings:
Retained Earnings represents profit earned by the Company, net of appropriation, if any.
Security Premium:
Security Premium represents the amount received in excess of face value of the Equity Shares/Compulsorily Convertible Preference Shares. This reserve will be utilised in accordance with the specific provisions of the Companies Act, 2013.
Fair Value Gain on Investment through Other Comprehensive Income:
The Company has elected to recognise changes in the fair value of certain investments in equity/other securities in other comprehensive income. These changes are accumulated within the Equity/other instruments through Other Comprehensive Income within equity. The Company transfers amounts from this reserve to retained earnings when the relevant equity/other securities are derecognised.
b. Nature of Security:
Term loan amounting to ' 89.32 Crore (31st March, 2024: ' 99 Crore) is secured by way of second Pari Passu charge on entire movable assets, current assets, receivables and loans & advances of the Company, both present and future.
Term loan amounting to ' 141.09 Crore (31st March, 2024: NIL) is secured by way of first charge on the investments in the securities of certain subsidiaries of the Company.
Term loan amounting to ' 49.68 Crore (31st March, 2024: NIL) is secured by way of second Pari Passu charge on entire movable assets, current assets, receivables and loans & Advances of the Company, both present and future and first Pari Passu charge on investments in the securities of certain subsidiaries of the Company.
The term loan from bank amounting to ' NIL (31st March, 2024: ' 42.42 Crore) is secured by way of first charge on the escrow account of dividend income (both present and future) and on all movable fixed assets and current assets of the Company (both present and future), except those pertaining to IT services business.
c. Other Disclosure:
1) Term loan amounting to ' 89.32 Crore (31st March, 2024: ' 99 Crore) is repayable in 24 structured quarterly instalments starting from June, 2024. The rate of interest charged by the lender is Lender’s Long Term Reference rate plus (-10.45%) Spread.
2) Term loan amounting to ' 141.09 Crore (31st March, 2024: NIL) is repayable in 24 structured quarterly instalments starting from December, 2024. The rate of interest charged by the lender is Lender’s Long Term Reference rate plus (-10.45%) Spread.
3) Term loan amounting to ' 49.68 Crore (31st March, 2024: NIL) is repayable in 24 unequal quarterly instalments starting from June, 2025. The rate of interest charged by the lender is Lender’s Long Term Reference rate plus (-6.25%) Spread.
4) The term loan from bank amounting to ' NIL (31st March, 2024: ' 42.42 Crore) was repayable in 4 equal half yearly instalments starting from April, 2023. The rate of interest charged by the bank is MCLR plus 1.5% Spread.
5) The company has not defaulted in the repayment of borrowings during the current year and the previous year. Further the company has complied with all applicable covenants for the year ended 31st March, 2025 and for the year ended 31st March, 2024.
(i) Defined contribution plans
The Company makes contributions for provident fund and family pension schemes (including for superannuation) towards retirement benefit plans for eligible employees. Under the said plan, the Company is required to contribute a specified percentage of the employees’ salaries to fund the benefits. The fund has the form of trust and is governed by the Board of Trustees. During the period, based on applicable rates, the Company has contributed ' 2.82 Crore (for the year ended 31st March, 2024: ' 2.24 Crore) on this account in the Statement of Profit and Loss.
Liabilities at the period end for gratuity, leave encashment and other retiral benefits including post-retirement medical benefits have been determined on the basis of actuarial valuation carried out by an independent actuary, based on the method prescribed in IND AS 19 - "Employee Benefits" of the Companies (Indian Accounting Standards) Rules, 2015.
(ii) Defined benefit plans
No additional liability has been recognised as interest rate distributed by PF trust during the year for FY 2023-24 is not lower than the statutory rate announced by Employee Provident Fund Organization.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
vii) Risk exposure
The Plans in India typically expose the Company to some risks, the most significant of which are detailed below:
Discount Rate Risk: Decrease in discount rate will increase the value of the liability.
Demographic Risk: In the valuation of the liability certain demographic (mortality and attrition rates) assumptions are made. The Company is exposed to this risk to the extent of actual experience eventually being worse compared to the assumptions thereby causing an increase in the scheme cost.
Regulatory Risk: New Act/Regulations may come up in future which could increase the liability significantly in case of Leave obligation, PRMB & Pension. Gratuity Benefit must comply with the requirements of the Payment of Gratuity Act, 1972 (as amended up-to-date). Also in case of interest rate guarantee Exempt Provident Fund must comply with the requirements of the Employees Provident Funds and Miscellaneous Provisions Act 1952 as amended up-to-date.
Future Salary Increase Risk: In case of gratuity & leave the scheme cost is sensitive to the assumed future salary escalation rates for all final salary defined benefit Schemes. If actual future salary escalations are higher than that assumed in the valuation actual Scheme cost and hence the value of the liability will be higher than that estimated. But PRMB & pension are not dependent on future salary levels.
Pay-as-you-go Risk: For unfunded schemes financial planning could be difficult as benefits payable will directly affect the revenue and this could be fluctuating. There may be an opportunity cost of better investment returns affecting adversely the cost of scheme.
Liquidity Risk: The risk arises from the short term asset and liability cash-flow mismatch thereby causing the company being unable to pay the benefits as they fall due in the short term.
d) The following methods and assumptions were used to estimate the fair values
i. The carrying amount of cash and cash equivalents is considered to be the same as their fair values, due to their short term nature.
ii. Miscellaneous receivables/payables where carrying amount is reasonable approximation of fair value as settlement period cannot be reliably measured.
iii. Considering the nature, risk profile and other qualitative factors of the financial instruments of the Company, the carrying amounts will be the reasonable approximation of the fair value.
e) Financial Risk Management
The business of the Company are exposed to a variety of financial risks, liquidity risks and credit risks which are dependent on the nature of activity. The Senior Management oversees the management of these risks and reviews and agrees policies for managing each of these risks.
1. Liquidity Risk:
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquid risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements.
The Company borrowings include fund based Rupee Term Loan from banks and financial institutions. Also, the Company has sufficient quantities of liquid assets which are readily saleable. Hence, the risk that the Company may not be able to settle its financial liabilities as they become due does not exist.
2. Credit Risk:
Credit risk arise from the possibility that the counter party may not be able to settle their obligations. Financial instruments that are subject to such risk primarily consists of investments, trade receivables, loan given, bank deposits and other financial assets.
Trade receivables of the Company are due from related parties which is of very nominal value and the bank deposit are with highly rated scheduled banks. The Company has also taken security deposits from its major customers against the services which will be provided next year, hence risk of not settling the obligations from these parties becomes negligible.
The Company considers the probability of default upon initial recognition of loan and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the loan as at the reporting date with the risk of default as a date of initial recognition. It considers available reasonable and supportive forwardlooking information. The indicators are incorporated in the assessment are:
• Actual or expected significant adverse changes in the business, financial or economic conditions that are expected to cause a significant change to the borrower's ability to meet its obligation.
• Actual or expected significant changes in the operating result of the borrower.
NOTE - 35A CAPITAL MANAGEMENT
The Company’s objectives when managing capital are to :
• Safeguard their ability to continue as going concern, so that they can continue to provide returns for shareholders, benefits for other stakeholders and make investments in subsidiaries, and
• Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may issue new shares and/or evaluate other options to pay debts.
NOTE - 37 SEGMENT REPORTING
The Company is engaged in the fields of information technology and allied services and does not operate in any other separate reportable segment. There are no reportable geographical segments, since all business is within India.
NOTE - 38
An amount of ' 0.04 Crore (31st March, 2024: ' 1.71 Crore) is payable to Micro and Small Enterprises as at 31st March, 2025. There is no interest paid or outstanding for the year ended 31st March, 2025 and 31st March, 2024 to Micro and Small Enterprises.
The above information regarding Micro and Small Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company.
NOTE - 39 CONTINGENT LIABILITY & COMMITMENTS
Commitment of the Company not provided for on account of necessary comfort in terms of respective terms of sanction for borrowings by its subsidiaries aggregating to ' 3,224.95 Crore (as at 31st March, 2024: ' 2,256.77 Crore).
NOTE-41
Donation in Note 33, includes a Contribution of ' 8.50 Crores (31st March, 2024: ' 13 Crores) towards donation under Section 182 of the Companies Act, 2013.
NOTE-42 AUDIT TRAIL AS PER PROVISO TO RULE 3(1) OF COMPANIES (ACCOUNTS) RULE, 2014
The Company is maintaining its books of accounts in electronic mode and these books of accounts are accessible in India at all times and back up of the books of accounts has been kept in servers physically located in India, on a daily basis. The Company has used various accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further no instance of audit trail feature being tampered with was noted in respect of those accounting software. Additionally, the audit trail of the previous year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the previous year.
Current Ratio = Total Current Assets / Total Current Liabilities
Debt Equity Ratio = Non Current Borrowings (including current maturities of long-term debts) Current Borrowings / Total Equity
Debt Service Coverage Ratio = profit after tax depreciation deferred tax other non-cash expenses finance costs / finance costs lease rent expenses (excluding short term lease rent) debt repayments
Return on Equity (ROE) = profit after tax / Average Total Equity
Inventory Turnover Ratio = Sale of Products and Service / Average Inventory
Trade Receivables Turnover Ratio = Revenue from Operations / Average Trade Receivables
Trade payables turnover Ratio = Purchases / Average Trade payable
Net working capital turnover ratio = Revenue from Operations / Average Working Capital
Net profit ratio = Profit after Tax / Revenue from operation
Return on capital employed (ROCE) = Earning before interest and taxes / Capital Employed (Total Equity Total Debt Deferred Tax Liability)
Return on investment = Income generated from investments / Average invested funds in treasury investment
* Net working capital ratio has increased due to increase in revenue from operation by around 40% in the current year.
# Though the Debt Equity ratio has marginally increased during the current year due to higher borrowings it is still very low.
NOTE- 45 OTHER STATUTORY INFORMATION (FOR THE FINANCIAL YEAR 2024-25 AND 2023-24)
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vii) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
NOTE- 45 OTHER STATUTORY INFORMATION (FOR THE FINANCIAL YEAR 2024-25 AND 2023-24) (Contd.)
(viii) The Company is in compliance with the number of layers prescribed under clause (87) of Section 2 of the Companies Act read with Companies (Restriction on number of Layers) Rules, 2017.
(ix) The Company is maintaining its books of accounts in electronic mode and these books of accounts are accessible in India at all times and the back-up of books and accounts has been kept in servers physically located in India on daily basis.
NOTE- 46
Previous year figures have been regrouped/reclassified wherever necessary to correspond with current year classification/ disclosure.