*Lien marked against performance guarantee given by Axis Bank Ltd and also by ICICI Bank Ltd.
Management has done an extensive reviewe of company's entire business and its activities pre and post COVID 19 pandemics with all the outstanding balances of debtors, creditors, service providers and dues to employees standing in the books as on March 31,2024. After reassessment and review with Auditors, company has decided to write off balances of ? 18.85 Mn of Security Deposits with Service Providers and Others.
(i) Trade receivables are non-interest bearing and are generally on terms of 30 to 180 days
(ii) For amount dues and terms and conditions relating to Related Party Transactions, refer note 26
(iii) For explanation on Company's credit risk management process, refer note 31
(iv) Refer note 35A for ageing analysis
(v) Management has done an extensive reviewe of company's entire business and its activities pre and post COVID 19 pandemics with all the outstanding balances of debtors, creditors, service providers and dues to employees standing in the books as on March 31,2024. After reassessment and review with Auditors, company has decided to write off balances of ? 5.75 Mn of Trade receivables.
The Company has equity shares having a par value of ?1 per share. All equity shares rank equally with regard to dividend and share in the Company's residual assets in proportion of amount paid up. The equity shares are entitled to receive dividend as declared from time to time. Each holder of the equity shares is entitled to one vote per share. On winding up of Company, the holder of equity shares will be entitled to receive the residual assets of Company, remaining after distribution of all preferential amounts in proportion to number of equity shares held. Terms attached to stock options granted to employees are described in note 28 regarding employee share based payments.
Each convertible preference share has a par value of ? 10 and is convertible at the option of the shareholders into one Equity share of the Company.The preference shares carry a dividend of 0.01% per annum, payable annually.The dividend rights are cumulative. The preference shares rank ahead of the equity shares in the event of a liquidation.These, however are not issued.
Note: As per records of the Company, including its register of shareholders / members and other declarations received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.
For information relating to Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period please refer to note 28.
Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium Reserve".
General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement of Profit and Loss.The Company can use this reserve for payment of dividend and issue of fully paid-up bonus shares.
The Company recgonises profit or loss on purchase, sale, issue or cancellation of the Company's own equity instruments to capital reserve.
Retained earnings represent the net profit or loss accumulated by the Company till date, adjusted for any distributions made to shareholders and any transfers from Other Comprehensive Income (OCI) or reclassification/adjustments within the other equity, as per applicable accounting framework.
Management has done an exensive review of company's entire business and its activities pre and post COVID 19 pandemics with all the outstanding balances of debtors, creditors, service providers and employees standing in the books as on March 31,2024. After reassessment and review with Auditors, the company has decided to write back balances of ? 14.20 Mn of other current liabilities and payable to service providers."
AIncludes Advance received from customers and floating working capital maintained by retailer or distributor.
*The company is of the view that it is in possession of all valid evidences to claim input credit of GST, moreover company has contested the SCN issued by the GST authorities. But as prudent accounting practice, it has taken conservative approach and provided for in the books. GST Payable consist of balance payable of ? 31.55 mn for FY2020-21 and remaining balance payable of ? 5.14 mn For FY2024-25.
**Stamp duty Payable
refer point (5) of Note 23: Contingent liabilities for details $Fractional Share amount payable
The fractional shares, arising pursuant to the Scheme of Arrangement of Demerger and Transfer passed by the Flon'ble National Company Law Tribunal, Ahmedabad Bench On 27.11.2020 amongst Infibeam Avenues Limited, Suvidhaa Infoserve Limited, DRC Systems India Limited, NSI Infinium Global Limited and their respective shareholders were sold in the open market and the net sale proceeds (after deduction of all such expenses incurred for sale) were distributed to the respective eligible shareholders of the Company. The aforesaid proceeds was paid to the eligible shareholders through NEFT Remittance to their Bank Account on 20th June, 2024 as per the mandate furnished either to the Company (or its Registrar & Share Transfer Agents) or to Depository Participant, as the case may be.
Note 23 : Contingent liabilities
Claim against company not acknowledged as debt as certified by the management
(' in million)
Particulars
As at
March 31, 2025
March 31, 2024
Contigent liabilities
1. On going Arbitration litigation between Dakshin Haryana Bijli Vitran Nigam Ltd (DHBVN) ("Service Provider") and Suvidhaa Infoserve Limited (Company) was going on since last many years, wherein DHBVN had claimed an amount aggregating to ? 43.17 Mn from Company. The claim was set aside and further ? 2.49 Mn prayed by company has been awarded by the Hon'ble Sole arbitrator appointed by the Hon'ble High Court of Punjab and Haryana on the matter, which is to be realized subsequently.
43.17
Further,An award of Hon'ble arbitrator, appointed by the Hon'ble High Court of Punjab and Haryana, is challenged by DHBVN by depositing ? 2.49 at Hon'ble District and Session Court, Hissar the matter is pending hearing.
2. Bank guarantees outstanding given to service providers as performance guarantee
4.25
3. UIDAI Disincentive for technical error (Prayed for review and reconsideration, awaits response from the authorities)
10.00
4. The Company has a potential GST liability without interest and penalty for the FY 2017-18 to FY 2020-21. This liability is contingent upon the outcome of ongoing assessments and potential disputes with tax authorities. The timing and certainty of this liability are uncertain, as it is dependent on future resolutions and decisions regarding the final determination of GST amounts due. An appeals have been filed by the Company against the GST liability with the relevant authorities and are pending resolutions.
434.44
45.92
5. The Superintendent of Stamp duty, Gandhinagar has passed an order dated 7th January 2022, under section 39(1)(b) of Gujarat Stamp Act,1958 to recover an amount of stamp duty of ? 58.50 mn with penalty based on the order passed dated 28th June 2021 under section 31 of the Gujarat Stamp Act, 1958 which was related to issue of shares pursuant to order dated 27th November 2020, sanctioned the Composite Scheme of Arrangement amongst Infibeam Avenues Limited ('Infibeam'), Suvidhaa Infoserve Limited ('Suvidhaa'), DRC Systems India Limited ('DRC') and NSI Infinium Global Limited ('NSI') and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ('Scheme') leading to Transfer and vesting of the SME E-Commerce Services Undertaking from Infibeam to Suvidhaa, Themepark & Event Software Undertaking from Infibeam to DRC and the E-commerce Business undertaking from NSI to Suvidhaa.
58.50
The Collector and Addl. Superintendent of Stamps, Gujarat in the matter of the Stamp duty payable on Composite Scheme of Arrangement of Demerger and Transfer amongst Infibeam Avenues Limited and NSI Infinium Global Limited and Suvidhaa Infoserve Limited and DRC Systems India Limited and their respective shareholders ('hereinafter referred to as 'Scheme of Arrangement" or "Scheme") as sanctioned by the Hon'ble National Company Law Tribunal ('NCLT'), Ahmedabad Bench, vide its order dated 27th November 2020, issued order dated 28-06-2021 and 27-02-2023 having opinion to pay Stamp Duty of ? 5,24,43,511/- (Rupees Five Crores Twenty Four Lacs Forty Three Thousand Five Hundred Eleven only) and penalty under Section 39(1) (kh) of ? 1,69,19,000/-(One Crore Sixty Nine Lacs, Nineteen Thousand only) aggregating to ? 6,93,62,511/- (Rupees Six Crore Ninety Three Lacs, Sixty Two Thousand Five Hundred Eleven only). Company is of the view that authorities have erred in not calculating amount of stamp duty as per provision of the Act and hence company has filled an appeal before the Hon'ble Chief Controlling Revenue Authority, Gujarat by depositing 25% of the aforesaid amount ?1,73,40,628. Matter is pending hearing with the authority.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Company will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.
Note 25 : Disclosure pursuant to Employee Benefits
The company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and employee state insurance which is a defined contribution plan. The Company has no other obligation other than to make the specified contributions. The contribution is charged to the Statement of profit and loss as they accrue. The amount recognised as an expense toward contribution to provident fund and other funds for the year are as follows:
The Company operates gratuity plan wherein every employee is entiltled to the benefit as per scheme of the company, for each completed year of service. The same is payable on retirement or termination whichever is earlier. The benefits vests only after five years of continueous service.
Transactions entered into with related party are made on terms equivalent to those that prevail in arm's length transactions.Out-standing balances at the end-year are unsecured and interest free and settlement occurs in cash. There have been no guarnetees provided or received for any related party receivables or payables.
Note 28 : Shared based payments
In conformity with the guidance note on "Accounting for Employee Share-based Payments" issued by The Institute of Chartered Accountants of India in respect of the grants made on or after 1 April 2005, the following disclosures are made:
a. Nature and extent of Employee Share-based Payment Plans:
On 17 april 2018, the Shareholders of the Company approved the SIPL - ESOP 2018 ("the Scheme"), which has been proposed by the Board for the benefits of the employees and Directors of the Company. The Scheme is administered and supervised by the
members of the Board.
The Board in its meeting on May 25, 2018 has adopted the SIPL ESOP 2018 and resolved to grant/issue to emoloyees under SIPL ESOP 2018, Employee stock options as they case may be exercisable in to Equity Shares having face value of ? 1/- (Rupee one each) not exceding 85,00,000 equity shares at such terms and conditions may be decided by the Board.
As per the Scheme, issue of stock options to the employees will be at an exercise price, equal to the fair value on the date of grant, as determined by an independent registered valuer.
Stock compensation expenses have been determined under the "Intrinsic Value Method" and amortised over the vesting period.
c. The Company follows Intrinsic method to account for Employee stock options. The guidance note on "Accounting for Employee Share-based Payments" issued by The Institute of Chartered Accountants of India requires that the impact on the Statement of Profit and Loss to be disclosed had the fair valuation been followed.
a.Nature and extent of Employee Share-based Payment Plans:
On 28th September,2021, the shareholders of the company approved vide special resolution SIL - ESOP 2021 ("the Scheme"), which has been proposed by the Board for the benefits of the employees and directors of the company including its subsidiaries or its associate company. The Scheme is administered and supervised by the members of the Board. The scheme was further amended by Nomination and Remuneration Committee in their meeting held on 12th August, 2023, in line with provisions of SEBI SBEB Regulations 2021.
The Board, in its meeting on 13th August, 2021, has adopted the SIL - ESOP 2021 and resolved to grant/issue to emoloyees under SIL - ESOP 2021, Employee stock options as they case may be exercisable in to Equity Shares having face value of ? 1/- (Rupee one each) not exceding 1,00,00,000 (One Crore) equity shares at such terms and conditions may be decided by the Board.
As per the Scheme, exercise price of the stock option will be determined by the Nomination & Remuneration Committee at the time of grant.
The fair value of stock options granted under SIL - ESOP 2021 has been determined using an appropriate valuation model and is charged to the Statement of Profit and Loss on a straight-line basis over the vesting period, with a corresponding credit to "Share Based Payment Reserve" under Equity.
c. The Company follows the requirements including the disclosure requirements of the Accounting Standard prescribed by the Central Governement in terms of section 133 of the Companies Act, 2013 including any "Guidance note on Accounting for Employee Share-based Payments" issued by The Institute of Chartered Accountants of India requires that the impact on the Statement of Profit and Loss to be disclosed had the fair valuation been followed.
d. Upon the employee continuing in employment and upon compliance with the terms of this ESOP plan, the option granted by the company on the recommendations of committee would vest with the employees over the vesting period in the manner set out below:
Note 29 : Segment Reporting
In accordance with IndAS 108 - "Operating Segment" and evalution by Chief Operating Decision Maker, the company operates in one business segment i.e. E-commerce including payment services, trading of e-voucher, financial services under S-commerce, website developmentn and maintenance and related ancillary services, which is reflected in the above result.
Note 31 : Financial insturments - Fair values and risk managemen A. Accounting classification and fair values
The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the financial statement.
The management assesed that cash and cash equivalents, other bank balances, loans, trade receivables, trade payables, other current financial assets and other financial liabilities approximate their carrying amounts largely due to the short term maturities of this instrument.
* The management assed that carrying value approximates to the fair value.
Fair value hierarchy
Level 1 - Quoted price (unadjusted) in active markets for identical assets or liabilities
Level 2 - Inputs other than quoted price included within Level 1 that are observed for the assets or liability either
directly (i.e., as prices) or indirectly (i.e., derived from prices)
Level 3 - Inputs for assets or liabilities that are not based on overvalued market data(unobservable inputs.)
The Company has exposure to the following risks arising from financial instrument:
1. Credit Risk;
2. Liquidity Risk; and
3. Market Risk.
i. Risk Management framework
The company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company manages market risk through a treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The finance team recommend risk management objectives and policies. The activities of the operations include management of cash resources, borrowing strategies and ensuring compliance with market risk limits and policies.
The Company's risk management policies are established to identify and analyse the risk faced by the Company, to set appropriate risk limits and controls and to monitor risk and adherence to limits. Risk management policies and system are reviewed regularly to reflect changes in market conditions and the company's activities. The Company through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employee understand their roles and obligations.
Risk Management Committee was duly constituted as per Regulation 21 of SEBI (LODR), Regulations, 2015 and it 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.
ii. Credit Risk
The credit risk is the risk of financial loss to the Company if a customer or counterparty to financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and investments in debt securities. The carrying amount of following financial assets represents the maximum credit exposure.
Financial Instrument and Cash Deposits
The credit risk from the balances/deposits with Banks, current investment, and other financial assets are managed in accordance with company's policy. Investment of surplus funds are primarly made in Liquid/Short term Plan of bank deposits which carry a external rating.
Trade receivables
Trade receivables of the company are typically unsecured. Credit risk is manged through credit approvals and periodic monitoring of the creditworthiness of customers to which company grants credit terms in the normal course of business. The allowance for impairment of Trade receivables is created to the extent and as and when required, based upon the expected collectability of accounts receivables.
The above receivables which are past due to but not impaired are assessed on individual case to case basis and relate to a number of independent third party customers from whom there is no recent history of default. These financial assets were not impaired as there had not been significant change in credit quality and the amount were still considered recoverable based on the nature of the activity of the customer portfolio to which they belong and the type of customers. There are no other classes of financial assets other that are past due but not impaired except for Trade receivables as at March 31,2025 and march 31,2024.
iii. Liquidity risk
Liquidity risk is the risk that Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Financial instruments affected by market risk include loans borrowings and deposits.
Foreign currency risk
Not Applicable
Foreign currency sensitivity
Interest rate risk
Interest rate risk is the risk is that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposures to the risk of changes in market interest rates relates primarily to the Company's long term debt obligation with floating interest rates.
Since the company does not have any borrowings therefore it is not applicable.
Note: 32 Capital Management
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves at-tribuable to the equity holders of the company. The primary objective of the Company's capital management to ensure that it maintain an efficient capital structure in order to support its business and maximise share holder value.
The company manages its capital structure and makes adjustments to it in light of changes in economic condition or its business requirements. To maintain or adjust the capital structure, the Company may adjust dividend payment to share holders, return capital to share holders or issue new shares. The Company monitors capital using gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and short term deposits (including other bank balance).
Note 34 : Business Combinations(i) Acquisition of SME E-Commerce Services Undertaking and the E-Commerce Business Undertaking vide Scheme of Arrangement
The Hon'ble National Company Law Tribunal, Ahmedabad Bench, vide its order dated November 27, 2020, sanctioned the Composite Scheme of Arrangement amongst Infibeam Avenues Limited ('Infibeam'), Suvidhaa Infoserve Limited ('Suvidhaa'), DRC Systems India Limited ('DRC') and NSI Infinium Global Limited ('NSI') and their respective shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 ('Scheme') leading to Transfer
and vesting of the SME E-Commerce Services Undertaking from Infibeam to Suvidhaa, Themepark & Event Software Undertaking from Infibeam to DRC and the E-commerce Business undertaking from NSI to Suvidhaa. The Scheme became effective upon filing of certified copy of the order with the Registrar of Companies (RoC) on December 2, 2020. The Appointed Date for the Composite Scheme of Arrangement was April 1, 2020 and the Record Date was set as December 11, 2020 for the purpose of determining the shareholders for issuance of Equity Shares.
"In accordance with the provisions of the aforesaid scheme, upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the SME E-Commerce Services Undertaking and the E-Commerce Business Undertaking into Suvidhaa pursuant to the provisions of this Scheme, Suvidhaa has, without any further act or deed, issued and allotted to each shareholder of Infibeam, whose name is recorded in the register of members and records of the depositories as members of Infibeam, on the Record Date in the following ratio: 197 (One Hundred Ninety-Seven) equity shares of Re. 1/- (Rupee One Only) each of Suvidhaa Infoserve Limited credited as fully paid-up for every 1,500 (One Thousand Five Hundred) equity shares of Re. 1/- (Rupee One Only) each held by such shareholder in Infibeam Avenues Limited;"
"In accordance with the scheme, the acquisition of undertakings has been accounted as prescribed by Ind AS 103 "Business Combinations".
Accordingly, the accounting treatment has been given as under:
All the assets and liabilities of acquired undertaking as at April 01,2020 have been recorded at their fair values and the net assets value have been adjusted against Capital Reserves under Other Equity. The equity shares have been allotted during the year post approval of scheme out of the said reserve"
The Board at its meeting held on January 22, 2022 had approved the 100% investment in the shareholding of a wholly owned subsidiary to be incorporated in the name and style Nupi Infotech Limited ("NUPI"). Subsequently, NUPI was incorporated as the wholly owned subsidiary of Suvidhaa Infoserve Limited, w.e.f. March 16, 2022. The financial impact of said acquisition has been incorporated from the financial year 2022-23.
a) No proceedings have been initiated on or are pending against the Company under the Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016) (formerly the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)) and Rules made thereunder.
b) No borrowings were obtained by the Company from banks and financial institutions.
c) The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
d) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
e) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
f) The Company has not revalued its Property, Plant and Equipment (including Right-of-use assets) and Intangible assets during the current or previous year. The Company did not have any Investment Property during the current or previous year.
g) Other than in the normal and ordinary course of business there are no funds that have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Company; or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
There have been no funds that have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Party or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
h) The Scheme of Arrangements has been approved by the Hon'ble National Company Law Tribunal (NCLT) in terms of sections 230 to 232 of the Companies Act, 2013. Effect of such Scheme of Arrangements has been accounted for in the books of account of the Company 'in accordance with the aforesaid Schemes' and 'in accordance with accounting standards'.
i) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
j) There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
k) Balance due to / from third parties are subject to confirmation, reconciliation, and / or adjustments, if any.
l) In the opinion of the board, Loans and Advances and Current Assets are approximately of the value stated, if realized in the ordinary course of business.
m) Net Exchange Gain included in the profit and loss account is ? NIL (Gain in PY ? NIL).
n) The Company is in compliance with number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 during the year ended March 31, 2025 and March 31, 2024.
During the year ended March 31,2025, the Company changed its accounting policy for measuring the valuation of investments in its standalone financial statements from the cost model to the fair value model through OCI in accordance with Ind AS 109, as permitted by Ind AS 27. Management believes that this change provides more relevant and reliable information about the Company's financial position.
This change in accounting policy has been applied retrospectively in accordance with Ind AS 8. The impact of this change on the financial statements is as follows:
'For FY 23-24
The carrying amount of investments as at March 31,2024 increased by ? 119.1 Mn.
The closing balance of surplus in statement of profit and loss as at March 31,2024 and Other comprehensive income for the year ended March 31,2024 increased by ?105.5 Mn.
The comparative figures for the year ended March 31,2024 have been restated accordingly.
For FY 24-25
The carrying amount of investments in subsidiaries and unquoted investment as at March 31, 2025 decreased by ? 14.6 Mn.
The closing balance of surplus in statement of profit and loss as at and Other comprehensive income for the year ended March 31,2025 March 31,2025 decreased by ?12.5 Mn.
The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to approval of financial statement to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of 29th May 2025 there were no material subsequent events to be recognized or reported that are not already disclosed.
Figures have been rounded off to the nearest rupee.
Previous year figures have been regrouped or recast wherever necessary to make them comparable with those of the current year.