Provisions are recognized when theCompany has a present obligation (legalor constructive) as a result of a past event,it is probable that an outflow of resourcesembodying economic benefits will berequired to settle the obligation and areliable estimate can be made of theamount of the obligation. The expenserelating to a provision is presented inthe statement of profit and loss net ofany reimbursement.
If the effect of the time value of money ismaterial, provisions are discounted usinga current pre-tax rate that reflects, whenappropriate, the risks specific to the liability.
When discounting is used, the increase inthe provision due to the passage of time isrecognized as a finance cost.
Provisions are reviewed at the end of eachreporting period and adjusted to reflectthe current best estimate. If it is no longerprobable that an outflow of resourceswould be required to settle the obligation,the provision is reversed.
A contingent liability is a possibleobligation that arises from past eventswhose existence will be confirmed bythe occurrence or non-occurrence of oneor more uncertain future events beyondthe control of the Company or a presentobligation that is not recognized because itis not probable that an outflow of resourceswill be required to settle the obligation. Acontingent liability also arises in extremelyrare cases where there is a liability thatcannot be recognized because it cannotbe measured reliably. The Company doesnot recognize a contingent liability butdiscloses its existence in the financialstatements. Refer note 31 (b).
Employees (including senior executives)of the Company receive remunerationin the form of share-based payments,whereby employees render services asconsideration for equity instruments(equity-settled transactions).
The cost of equity-settled transactionsis determined by the fair value at thedate when the grant is made using anappropriate valuation model.
That cost is recognized, together with acorresponding increase in share-basedpayment (SBP) reserves in equity, over theperiod in which the service conditions arefulfilled in employee benefits expense. Thecumulative expense recognized for equity-settled transactions at each reporting dateuntil the vesting date reflects the extentto which the vesting period has expiredand the Company's best estimate of the
identified as operating segmentsfor which the operating results areregularly reviewed by the CODM to makedecisions about resource allocation andperformance measurement.
Inter-segment transfers
The Company generally accounts forintersegment sales and transfers at costplus appropriate margins.
Allocation of common costs
Common allocable costs are allocated toeach segment according to the relativecontribution of each segment to thetotal common costs.
Unallocated items
Unallocated items include generalincome and expense items which are notallocated to any business segment.
Segment accounting policies
The Company prepares its segmentinformation in conformity with theaccounting policies adopted for preparingand presenting the financial statementsof the Company as a whole.
xxiii) Recent Pronouncements
Ministry of Corporate Affairs (“MCA”)notifies new standards or amendments tothe existing standards under Companies(Indian Accounting Standards) Rules asissued from time to time. For the yearended March 31, 2025, MCA has notifiedInd AS - 117 Insurance Contracts andamendments to Ind AS 116 - Leases,relating to sale and leaseback transactions,applicable to the Company w.e.f. April1, 2024. The Company has reviewed the
number of equity instruments that willultimately vest. The statement of profitand loss expense or credit for a periodrepresents the movement in cumulativeexpense recognized as at the beginningand end of that period and is recognizedin employee benefits expense.
Service conditions are not taken intoaccount when determining the grant datefair value of awards, but the likelihood ofthe conditions being met is assessed aspart of the Company's best estimate ofthe number of equity instruments thatwill ultimately vest.
No expense is recognized for awards thatdo not ultimately vest because serviceconditions have not been met.
When the terms of an equity-settledaward are modified, the minimumexpense recognised is the grant date fairvalue of the unmodified award, providedthe original vesting terms of the award aremet. An additional expense, measured asat the date of modification, is recognisedfor any modification that increasesthe total fair value of the share-basedpayment transaction, or is otherwisebeneficial to the employee. Where anaward is cancelled by the entity or by thecounterparty, any remaining element ofthe fair value of the award is expensedimmediately through profit or loss.
The dilutive effect of outstanding options isreflected as additional share dilution in thecomputation of diluted earnings per share.
The ESOP trust has been treated as anextension of the company and accordinglyshares held by ESOP trust are netted offfrom the total share capital. Consequently,all the assets, liabilities, income andexpenses of the trust are accounted asassets and liabilities of the company,except for profit/loss on issue of sharesto the employees and dividend receivedby trust which are directly adjustedin the Affle (India) limited employeewelfare trust reserve.
Basic earnings per share (EPS) arecalculated by dividing the net profit orloss for the year attributable to equityshareholders by the weighted averagenumber of equity shares outstandingduring the year. The weighted averagenumber of equity shares outstandingduring the period is adjusted for eventssuch as bonus issue, bonus element in arights issue, share split, and reverse sharesplit (consolidation of shares) that havechanged the number of equity sharesoutstanding, without a correspondingchange in resources.
Diluted EPS amounts are calculated bydividing the profit or loss attributableto equity holders of the Company (afteradjusting the corresponding income/charge for dilutive potential equity shares)by the weighted average number of Equityshares outstanding during the year plusthe weighted average number of Equityshares that would be issued on conversionof all the dilutive potential Equity sharesinto Equity shares.
The Chief Operating Decision Maker(CODM), being the Board of Directors(Board), evaluates the Company'sperformance from a services perspectiveand has identified the 'business ofproviding services in advertisementand software development' as a singlesegment. As part for geographicalsegments, the company mainly operatesin India only. The aforesaid is in line withreview operating results by the CODM.As such, there is no separate reportablesegments as per the requirement of INDAS 108 -'Operating Segments' notifiedunder the companies (Indian AccountingStandards) Rules,2015, as amended.
Operating segments are reportedin a manner consistent with theinternal reporting provided to the chiefoperating decision maker (CODM).Only those business activities are
new pronouncements and based on itsevaluation has determined that it doesnot have any significant impact in itsfinancial statements.
xxiv) Use of Estimates, assumptions,Judgments and major sources ofestimation uncertainty
In preparing these financial statements,management has made judgements,estimates and assumptions that affect theapplication of accounting policies and thereported amounts of assets, liabilities, thedisclosures of contingent liabilities andcontingent assets as at the date of financialstatements, income and expenses duringthe period. Actual results may differfrom these estimates. Estimates andunderlying assumptions are reviewed onan on-going basis. Revisions to estimatesare recognised prospectively.
In the process of applying the company'saccounting policies, management hasmade the following judgement, estimatesand assumptions:
• Deferred tax assets (refer note 8(ii))
• Employee benefit (refer note 29)
• Leases (refer note 30)
• Contingent liabilities (refer note 31(b))
• Impairment of goodwill (refer note 38)
• Share based payment (refer note 39)
• Investment held for sale (refer note 47)
• Amortisation of intangible assets(refer note 4 and 25)
• Intangible assets under development(refer note 4)
*The Company has the right to be entitled to receive dividend if declared at any point of time. These preference shares can beconvertible into equity shares of Affle X Private Limited after complying the provision of Companies Act, 2013 and the manneras specified in the subscription agreement. The Company does not have any voting rights in the invested entity except in caseany resolution is passed. The holders shall have an option to redeem only the fully paid up Preference share having maximumredemption period of 20 years.
**The Company has the right to be entitled to receive dividend if declared at any point of time. These preference shares canbe convertible into equity shares of Explurger Private Limited after complying the provision of Companies Act, 2013 and themanner as specified in the subscription agreement. The Company have voting right as agreed in Series A share subscriptionand shareholder agreement. Series A CCPS are non-redeemable and compulsory convertible into equity share in the ratio of1:1 on completion of 19 (Nineteen) year and 11 (eleven) month or as per Series A share subscription and shareholder agreement.***The Company has granted employees stock option to the eligible employees of wholly owned subsidiary and its subsidiariescontrolled through intermediate subsidairies. This has been treated as deemed investment in respective subsidiary by theCompany as per guidance under IND AS.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set offcurrent tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilitiesrelates to income taxes levied by the same tax authority.
In assessing the realisability of deferred tax assets, management considers whether it is probable,that some portion, or all, of the deferred tax assets will not be realised. The ultimate realisation ofdeferred tax assets is dependent upon the generation of future taxable income during the yearsin which the temporary differences become deductible. Management considers the projectedfuture taxable income and tax planning strategies in making this assessment. Based on the level
Nature and purpose of other equityRetained earnings
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, lessany transfers to general reserve, dividends or other distributions paid to shareholders. Retainedearnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will notbe reclassified to Statement of Profit and Loss.
Securities premium
Securities premium represents the amount received in excess of par value of equity shares.Section 52 of Companies Act, 2013 specifies restriction and utilisation of security premium.
Treasury shares (Shares held by ESOP Trust)
Own equity instruments that held by Trust are recognised at cost and deducted from equity.No gain or loss is recognised in statement of profit and loss on the purchase, sale, issue orcancellation of the Company's own equity instruments. Any difference between the carryingamount and the consideration, if reissued, is recognised in other equity
Share based payment reserve
The share options-based payment reserve is used to recognise the grant date fair value of optionsissued to employees under employee stock option plan.
(iii) Performance obligations
Information about the Company's performance obligations are summarised below:
Consumer platform
The performance obligation is satisfied at a point in time and payment is generally due within 30to 90 days of completion of services and acceptance of the customer. In some contracts, short¬term advances are required before the advertisement services are provided.
As the duration of the contracts for consumer is less than one year, the Company hasopted for practical expedient and decided not to disclose the amount of the remainingperformance obligations.
Other operating revenue
The performance obligation is satisfied at a point in time and payment is generally due within30 to 90 days of completion of services and acceptance of the customer.
Notes:
There is no difference between the amount of revenue recognised in the profit and loss statementand the contract price.
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holdersof the company by the weighted average number of equity shares outstanding during the yearexcluding treasury shares.
Diluted earning per share adjusts the figure used in the determination of basic earnings per shareto take into account the after income tax effect of interest and other financing costs associated withdilutive equity shares and the weighted average number of additional equity shares that would havebeen outstanding assuming the conversion of all dilutive potential equity shares.
The present value of the obligation under such defined benefit plan is determined based onan actuarial valuation as at the reporting date using the projected unit credit method, whichrecognizes each year of service as giving rise to additional unit of employee benefit entitlementand measures each unit separately to build up the final obligation. The obligations are measuredat the present value of the estimated future cash flows. The discount rate used for determiningthe present value of the obligation under defined benefit plans is based on the market yields onGovernment bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) arerecognised immediately in the other comprehensive income (OCI).
This is a unfunded benefit plan for qualifying employees. The scheme provides for a lump sumpayment to vested employees at retirement, death while in employment or on termination ofemployment. Vesting occurs upon completion of five years of service.
The following tables summaries the components of net benefit expense recognised in thestatement of profit or loss and other comprehensive income and amounts recognised in thebalance sheet for the gratuity plan:
A. Defined contribution plans
Provident fund:
The Companymakes contribution towards employees' provident fund. The Companyhas recognisedINR 10.58 million (March 31, 2024: INR 10.99 million) as an expense towards contribution to this plan.
B. Defined benefit plans
Gratuity:
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees whohave completed five years of service are entitled to specific benefit. The level of benefit provideddepends on the member's length of service and salary retirement age. The employee is entitledto a benefit equivalent to 15 days salary last drawn for each completed year of service with partthereof in excess of six months. The same is payable on termination of service or retirement ordeath whichever is earlier.
(j) Description of risk exposures: Company is exposed to various risks as follows:
a) Salary Increases- Actual salary increases will increase the Plan's liability. Increase in salaryincrease rate assumption in future valuations will also increase the liability.
b) Discount rate- Reduction in discount rate in subsequent valuations can increase theplan's liability.
c) Mortality and disability- Actual deaths and disability cases proving lower or higher thanassumed in the valuation can impact the liabilities.
d) Withdrawals- Actual withdrawals proving higher or lower than assumed withdrawals andchange of withdrawal rates at subsequent valuations can impact Plan's liability.
Company as lessee
The Company has taken office premises on lease. The lease has been entered for a period rangingfrom one to four years with renewal option. The Company has the option, under some of its lease, torenew the lease for an additional years on a mutual consent basis.
a. Capital commitments
As at March 31, 2025, the Company has commitments on capital account and not provided for(net of advances) of INR 10.08 million (March 31, 2024: INR 8.64 million).
b. Contingent liabilities
(i) Claims against the Company not acknowledged as debts includes the following:
- Income tax demand from the Income tax authorities for assessment year 2017-18 of INR64.88 million on account of disallowance of bad debts written off, advances written off,amortization of goodwill and certain expenses under various heads as claimed by theCompany in the income tax. The matter is pending before Commissioner of IncomeTax (Appeals), Mumbai. In response (dated January 29, 2020) to the notice company hasdischarged 20% of demand i.e. INR 13 million by depositing INR 6.50 million vide challanNo 11922 with HDFC Bank on January 28, 2020 and adjusting a refund of INR 6.25 millionwhich is outstanding for AY 2015-16 on which interest under section 244A of the Act isalso pending and this will exceeds a residual amount of INR 6.50 million.
- Income tax demand from the Income tax authorities order dated September 17, 2022,for assessment year 2020-21 of INR 1.13 million on account of disallowance of CorporateSocial Responsibility (CSR) expenditure under section 80G of the Income Tax Act, 1961of INR 2.15 million as claimed by the Company in the income tax. The matter is pendingbefore Commissioner of Income Tax (Appeals), Mumbai.
- Income tax demand from the Income tax authorities order dated October 10, 2023for assessment year 2021-22 of INR 31.7 million on the ground that documentationnot provided. Mumbai High court has stayed the demand in the Order on May 7, 2024.further the Income tax authorities order dated October 24, 2024 for assessment year2021-22 of INR 30.2 million on account of transfer pricing adjustments for SBLC andLicence fee. The matter is pending before Delhi bench of Income Tax Appellate Tribunal.
The Company is contesting the demands and the management, including its tax advisors,believes that its position will likely be upheld in the appellate process. No tax expense hasbeen accrued in the financial statements for the demand raised. The management believesthat the ultimate outcome of these proceedings will not have a material adverse effecton the Company's financial position and results of operations. The likelihood of the abovecases going in favour of the Company is probable and accordingly has not considered anyprovision against the demands in the financial statements.
(ii) (a) The opening balance of Stand by Letter of Credit (SBLC) as on April 01 ,2024 is amountingto INR 2,508.47 million (equivalent to USD 30.10 million) was taken in favour of AxisBank Limited, Singapore. During the current year it is reduced by INR 1450.90 million(equivalent to USD 17.16 million). The outstanding closing balance of SBLC in favour ofAxis Bank Limited, Singapore is INR 1,107.07 million (equivalent to USD 12.94 million).
(b) The opening balance of Stand by Letter of Credit (SBLC) as on April 01,2024 is amountingto INR 500.05 million (equivalent of USD 6.00 million) was taken in favour of HDFC BankLimited, Bahrain. The outstanding closing balance of SBLC in favour of HDFC BankLimited, Bahrain is INR 513.17 million (equivalent to USD 6.00 million).
No amount has been written off or written back in the year in respect of debts due from/to aboverelated parties.
Terms and conditions of transactions with related parties
The sale and purchase from related parties are made on terms equivalent to those that prevailin arm's length transaction. Outstanding balances at the year end are unsecured and interestfree and settlement occurs in cash. For the year ended March 31, 2025 and year ended March 31,2024, the Company has not recorded any impairment of trade receivables relating to amountsowed by related parties. This assessment is undertaken each financial year through examiningthe financial position of the related party and the market in which the related party operates.
(a) The Chief Operating Decision Maker (CODM) being the Board of Directors (Board) evaluatesthe Company's performance from a services perspective and has identified the ‘business ofproviding services in advertisement and software development' as a single segment. As part forgeographical segments, the company mainly operates in India only. The aforesaid is in line withreview operating results by the CODM. As such, there is no separate reportable segments as perthe requirement of IND AS 108-'operating Segments Reporting' notified under the companies(India Accounting Standards) Rules,2015, as amended.
During the current year ended March 31, 2025, Chief operating decision maker (‘CODM') of theCompany reviews the performance of the company on a consolidated basis and not as Indiaand Outside India, considering the fact that operating platforms of the Group are inter-operableglobally and across customers/vendors. As the Company considers entire operations related toconsumer platform stack as a single operating segment.
(b) Information about major customers
There is one ( March 31, 2024: none) major external customer with whom company has earnedrevenue of more than 10% during the year amounting to INR 768.13 million (March 31, 2024: Nil).
The management assessed that cash and cash equivalent, other bank balances, trade receivables,trade payables and other financial liabilities approximate their carrying amounts and fair value of theCompany's financial instruments
The fair value of the financial assets and liabilities is included at the amount at which the instrumentcould be exchanged in a current transaction between willing parties, other than in a forced orliquidation sale. Further, the subsequent measurements of all assets and liabilities (other thaninvestments) is at amortised cost, using effective interest rate (EIR) method.
Receivables are evaluated by the Company based on parameters such as interest rates, specificcountry risk factors, individual creditworthiness of the customer and the risk characteristics of thefinanced project based on this evaluation, allowances are taken into account for the expected creditlosses of these receivables.
The fair value of unquoted instruments is estimated by discounting future cash flows using ratescurrently applicable for debt on similar terms, credit risk and remaining maturities.
For other financial assets and liabilities that are measured at fair value, the carrying amounts areequal to the fair values.
All financial instruments for which fair value is recognised or disclosed are categorised within the fairvalue hierarchy, described as follows, based on the lowest level input that is insignificant to the fairvalue measurements as a whole.
Level 1 : Quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2 : Valuation techniques for which the lowest level inputs that has a significant effect on thefair value measurement are observable, either directly or indirectly.
Level 3 : Valuation techniques for which the lowest level input which has a significant effect on fairvalue measurement is not based on observable market data.
The cost of unquoted investment included in level 3 of fair value hierarchy approximate their facevalue because there is a wide range of possible fair value measurement and the cost representsestimate of fair value within that range
The following table provides the fair value measurement hierarchy of the Company's assetsand liabilities.
The Company's unquoted instruments is estimated by discounting future cash flows using ratescurrently applicable for debt on similar terms, credit risk and remaining maturities. The valuationrequires management to make certain assumptions about the model inputs, including forecastcash flows, discount rate, credit risk and volatility. The probabilities of the various estimates withinthe range can be reasonably assessed and are used in management's estimate of fair value for theseunquoted equity investments.
The Company's principal financial liabilities comprises trade payables, other payables, capitalcreditors and employee related payables. The main purpose of these financial liabilities is to financethe Company's operations and to provide guarantees to support its operations. The Company'sprincipal financial assets include trade and other receivables, and cash and cash equivalent thatderive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior managementoversees the management of these risks. The Company's senior management is responsible to ensurethat Company's financial risk activities are governed by appropriate policies and procedures and thatfinancial risks are identified, measured and managed in accordance with the Company's policies andrisk objectives. The Board of Directors reviews and agrees policies for managing each of these risks,which are summarised below:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuatebecause of a change in market price.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure willfluctuate because of changes in foreign exchange rates. The Company's exposure to the risk
of changes in foreign exchange rates relates primarily to the Company's operating activities(when revenue or expense is denominated in a foreign currency).
The Company does not use derivative financial instruments such as forward exchangecontracts or options to hedge its risk associated with foreign currency fluctuations or fortrading/speculation purpose.
The amount of foreign currency exposure not hedged by derivative instruments orotherwise is as under:
b. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrumentor customer contract, leading to a financial loss. The Company is exposed to credit risk fromits operating activities (primarily trade receivables) and from its investing activities, includingdeposits with banks and financial institutions.
A counterparty whose payment is due more than 90 days after the due date is consideredas a defaulted party. This is based on considering the market and economic forces in whichthe Company operates. The Company write-off the amount if the credit risk of counter-partyincreases significantly due to its poor financial position.
All the financial assets carried at amortised cost were into good category except some portion oftrade receivables considered under doubtful category (refer note 10).
Trade receivables and contract assets
Trade receivables are typically unsecured. Credit risk is managed by the Company throughcredit approvals, establishing credit limits and continuously monitoring the creditworthiness ofcustomers to which the Company grants credit terms in the normal course of business.
Cash and cash equivalents and bank deposits
Credit risk related to cash and cash equivalents and bank deposits is managed by onlyaccepting highly rated banks and diversifying bank deposits and accounts in different banksacross the country.
Other financial assets
Other financial assets are considered to have low credit risk since there is a low risk of default bythe counterparties owing to their strong capacity to meet contractual cash flow obligations inthe near term. Credit risk related to these other financial assets is managed by monitoring therecoverability of such amounts continuously, while at the same time internal control system inplace ensure the amounts are within defined limits.
The Company is exposed to credit risk in the event of non-payment by customers. An impairmentanalysis is performed at each reporting date. The Company uses a provision matrix to measurethe expected credit loss of trade receivables.
None of those trade receivable past due or impaired have had their terms renegotiated. Themaximum exposure to credit risk at the reporting date is the fair value of each class of receivablespresented in the financial statement. The Company does not hold any collateral or other creditenhancements over balances with third parties nor does it have a legal right of offset againstany amounts owed by the Company to the counterparty. For receivables which are overdue theCompany has subsequently received payments and has reduced its overdue exposure.
Financial instruments and cash deposits
Credit risk from balances with banks is managed by the Company's treasury department inaccordance with the Company's policy. Investments of surplus funds are made only withapproved counterparties and within credit limits assigned to each counterparty. Counterpartycredit limits are reviewed by the Company's Board of Directors on an annual basis, and may beupdated throughout the year subject to approval of the Company's finance committee. Thelimits are set to minimise the concentration of risks and therefore mitigate financial loss throughcounterparty's potential failure to make payments.
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as theybecome due. The Company monitors their risk of shortage of funds using cash flow forecastingmodels. These models consider the maturity of their financial investments, committed fundingand projected cash flows from operations. The Company's objective is to provide financialresources to meet its business objectives in a timely, cost effective and reliable manner.
A balance between continuity of funding and flexibility is maintained through the use ofborrowings. The Company also monitors compliance with its debt covenants. The maturityprofile of the Company's financial liabilities based on contractual undiscounted payments isgiven in the table below:
The Board's policy maintains a strong capital base so as to maintain investor, creditor and marketconfidence and to sustain future development of the business. The Board of Directors monitor thereturn on capital employed as well as the amount of dividend if any to shareholders.
For the purpose of the Company's capital management, capital includes issued capital and all otherequity reserves attributable to the equity shareholders of the Company. The primary objective of theCompany when managing capital is to safeguard its ability to continue as a going concern and tomaintain an optimal capital structure so as to maximize shareholder value. As at March 31, 2025 andMarch 31, 2024, the Company has only one class of equity shares and has no debt. Consequent tosuch capital structure, there are no externally imposed capital requirements.
The Company manages its capital structure and makes adjustments in light of changes in economicconditions and the requirements of the financial covenants. To maintain or adjust the capital structure,the Company may adjust the dividend payment to shareholders, return capital to shareholders orissue new shares.
The Company monitors capital using a gearing ratio, which is net debt divided by total capital plusnet debt. The Company includes within net debt, interest bearing loans and borrowings, trade andother payables, less cash and cash equivalents. The Company's policy is to keep the gearing ratiobetween 0% and 10%.
No changes were made in the objectives, policies or processes for managing capital during the year.
Goodwill acquired through business combinations have indefinite life. The Company performs theimpairment testing at the initial recognition of Goodwill. The Company further performs impairmenttesting as and when the indicators arise. At present there is no indicator for impairment of Goodwill.The Company considers the relationship between its value in use and its carrying value, amongother factors, when reviewing for indicators of impairment.
The recoverable amount of the goodwill is determined based on value in use ('VIU') calculated usingcash flow projections from financial budgets approved by management covering a five year periodand the terminal value (after considering the relevant long-term growth rate) at the end of the saidforecast periods. The Company has used long-term growth rate of 20% (March 31, 2024:10%) anddiscount rate of 11.70% (March 31, 2024: 11.70%) for calculation of terminal value.
The said cash flow projections are based on the senior management past experience as well asexpected met trends for the future periods. The projected cash flows have been updated to reflectthe decreased demand for services. The calculation of weighted average cost of capital (WACC) isbased on the Company's estimated capital structure as relevant and attributable to the Company.The WACC is also adjusted for specific risks, market risks and premium, and other inherentrisks associated with similar type of investments to arrive at an approximation of the WACC of acomparable market participant. The said WACC being pre-tax discount rates reflecting specific risks,are then applied to the above mentioned projections of the estimated future cash flows to arrive atthe discounted cash flows. The Company considers the consumer platform stack as a single CGU forthe purpose of impairment testing of goodwill.
Discount rates represent the market assessment of the risks, taking into consideration the time valueof money and individual risks of the underlying assets that have not been incorporated in the cashflow estimates. The discount rate calculation is based on the specific circumstances of the Companyand its operating segments and is derived from its WACC.
The key assumptions used in the determination of VIU are the revenue annual growth rates and theEBITDA growth rate. Revenue and EBITDA growths are based on average value achieved in precedingyears. Also, the growth rates used to extrapolate the cash flows beyond the forecast period are based onindustry standards.
Based on the above assumptions and analysis, no impairment was identified as at March 31, 2025(March 31, 2024: Nil). Further, on the analysis of the said calculation's sensitivity to a reasonably possiblechange in any of the above mentioned key assumptions/parameters on which the managementhas based determination of the recoverable amount, there are no scenarios identified by themanagement wherein the carrying value could exceed its recoverable amount.
During the year ended March 31,2022, the Company has issued Employee Stock Option Scheme -2021".The relevant details of the scheme and the grant are as follows:
a) The Company instituted an Employees Stock Option Scheme (“ESOS”) for certain employees ofthe Company, its subsidiary and its step down subsidiaries (together know as Group) as approvedby the shareholders on September 23, 2021 which provides for a grant of 3,750,000 options (eachoption convertible into share) to employees of the Group.
During the year ended March 31, 2025 the Company has further granted 712,982 (March 31, 2024189,420) options to the eligible employees as approved by the nomination and remunerationcommittee of the Company.
(iii) The Company do not have any charges or satisfaction which is yet to be registered with ROCbeyond the statutory period.
(iv) The Company has not traded or invested in Cryptocurrency transactions / balances or VirtualCurrency during the financial year ended March 31, 2025 and March 31, 2024.
(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 mannerwhatsoever by or on behalf of the group (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 foreignentities (funding party) with the understanding (whether recorded in writing or otherwise) thatthe group shall:
a. directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever 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) There is no income surrendered or disclosed as income during the current or previous yearin the tax assessments under the Income Tax Act, 1961, that has not been recorded in thebooks of account.
(viii) The Company has not been declared as wilful defaulter by any bank or financial institutionor other lender.
(ix) The Company has taken loan facility from bank but not utilised in the current year or previous year.
(x) The Company has not entered into any scheme of arrangement which has an accounting impacton current or previous financial year
(xi) The Company has not revalued its property, plant and equipment (including right-of-use assets)or intangible assets or both during the current or previous year
(xii) The Company has not owned any immovable property.
(xiii) The Company has complied with the number of layers prescribed under the companies Act,2013, read with the companies (Restriction on number of layers) Rules, 2017.
(xiv) The company has not owned any immovable property. All the properties where the company isthe lessee, the lease agreements are duly executed in the favour of lessee.
xv) Disclosure as per section 186 of Companies Act 2013 The details of loans, guarantees andinvestments under section 186 of the Companies Act, 2013 read with the Companies (Meetingsof Board and its Powers) Rules, 2014 are as follows:
(a) Refer note 32 for details of loan given by the Company and balance outstanding thereof toAffle International Pte. Ltd (‘AINT') as at March 31, 2025 and March 31, 2024. Further maximumbalance outstanding in respect to aforementioned loan is INR 1,905.84 Million and INR1,905.84 million during the year ended March 31, 2025 and March 31, 2024 respectively.
(b) Refer note 31(b)(ii) for details of guarantees given by the Company and balance outstandingthereof to Affle International Pte. Ltd (‘AINT') as at March 31, 2025 and March 31, 2024. Furthermaximum balance outstanding in respect to aforementioned guarantees is INR 2,793.94Million and INR 3,025.40 during the year ended March 31,2025 and March 31,2024 respectively.
42. The Code on Social Security, 2020 (‘Code') relating to employee benefits during employment andpost employment benefits received Presidential assent in September 2020. The Code has beenpublished in the Gazette of India. However, the date on which the Code will come into effect has notbeen notified and the final rules/interpretation have not yet been issued. The Company will assessthe impact of the Code when it comes into effect and will record any related impact in the period theCode becomes effective.
43. The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under theproviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts)Amendment Rules 2021 requiring companies, which uses accounting software for maintaining its
books of account, shall use only such accounting software which has a feature of recording audit trailof each and every transaction, creating an edit log of each change made in the books of account alongwith the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company has used an accounting software which is operated by a third party service providerfor maintenance of books of accounts. The Company has obtained the ‘Independent ServiceAuditor's Assurance Report on Controls relevant to Security, Availability and Confidentiality (‘Type 2report' issued in accordance with ISAE 3000 (Revised), Assurance Engagements Other than Auditsor Reviews of Historical Financial Information) issued by the International Auditing and AssuranceStandards Board for the year ended March 31, 2025. The accounting software is used in form ofsoftware-as-a-service; and SOC 2 report does not provide information on availability of audit trail atdatabase level.
44. The Company has appointed independent consultants for conducting a transfer pricing study todetermine whether the transactions with associated enterprise were undertaken at "arms lengthprice". The management confirms that all domestic and international transactions with associatedenterprises are undertaken at negotiated contracted price on usual commercial terms and isconfident of there being no adjustment on completion of the study. Adjustment, if any, arising fromthe transfer pricing study shall be accounted for as and when the study is completed.
45. During the previous year, the company had issued and allotted 6,900,000 equity shares with facevalue of INR 2 each, at a premium of INR 1,083.54 each aggregating to INR 7,374.28 million (net ofissue expenses of INR 115.95 million) on a preferential basis to Gamnat Pte. Ltd. The issue was made inaccordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations,2018 (“’’SEBI ICDR Regulations””), as amended, the Companies Act, 2013, other applicable laws andother requisite statutory and regulatory approvals. As at March 31, 2025 the Group has utilised INR2,383.20 million towards purposes specified in the Offer document and the balance amount remainsinvested in fixed and other deposits.
Further, during the current year the company has issued and allotted 248,250 equity shares withface value of INR 2 each at a premium of INR 1,048.00 each (March 31, 2024: 39,000 equity shareswith face value of INR 2 each at a premium of INR 1,125.00 each) aggregating to INR 304.62 million toESOP trust on exercise of options under the ESOP scheme.
46. During the earlier years, the Company had completed Qualified Institutional Placement (“QIP”)by issuing 1,153,845 equity shares aggregating to INR 5,906.90 million (net of QIP expenses of INR93.09 million). As at March 31, 2025 the Company has utilised INR 4,872,47 million towards purposesspecified in the placement document and the balance amount of QIP's net proceeds remainsinvested in fixed and other deposits.
47. During the earlier years, investment in Talent Unlimited Online Services Private Limited (“Bobble”)has been classified as held for sale vide the Board meeting held on May 14, 2022. Further, the Boardin its meeting held on May 24, 2024 decided to continue to classify the investment as held for sale.The carrying value of the investments held for sale is INR 1,358.28 million for a 24.07% stake, on a fullydiluted basis.
Further, during the year the company has invested in 1 equity shares with face value of INR 10 eachwith premium of INR 307,019 each and 25 0.001% Series D1 compulsorily convertible preferenceshares (“Series D1 CCPS”) with face value of INR 100 each with premium of INR 306,929 each in TalentUnlimited Online Services Private Limited.
Further, during the current year the Company has recognised expenses of INR Nil (March 31, 2024:INR 24.08 million) as cost for services availed from Bobble.
Previous year figures have been regrouped/reclassified wherever necessary, to conform to this year'sclassification and figure for the year ended March 31, 2025. The impact of regrouping/reclassificationis not material to the financials statement.
50. The financial statements were approved by board of directors on May 10, 2025.
51. The company does not have any post balance sheet date event to be reported.
As per our report of even date attach
Chartered Accountants Affle 3i Limited (formerly known as “Affle (India) Limited”)
ICAI Firm's Registration No.: CIN No: L65990DL1994PLC408172
001076N/N500013
Partner Chairperson, Managing Director & Chief Executive Officer
Membership No: 504662 (DIN: 01363666)
Place: Gurugram Place: Singapore
Date: May 10, 2025 Date: May 10, 2025
Chief Financial & Company Secretary
Operations Officer Membership No: 26261
Place: Gurugram Place: Gurugram