r. Provisions and contingencies
A provision is recognized when the Company has a presentlegal or constructive obligation as a result of past event andit is probable that an outflow of resources will be required tosettle the obligation, in respect of which a reliable estimatecan be made. Provisions are measured at the present valueof management's best estimate of the expenditure required tosettle the present obligation at the end of the reporting period.The discount rate used to determine the present value is a pre¬tax rate that reflects current market assessments of the timevalue of money and the risks specific to the liability. The increasein the provision due to the passage of time is recognised asinterest expense. These are reviewed at each balance sheetdate and adjusted to reflect the current best estimates.Contingent liabilities and contingent assetsContingent liabilities are disclosed when there is a possibleobligation arising from past events, the existence of whichwill be confirmed only by the occurrence or non-occurrenceof one or more uncertain future events not wholly withinthe control of the Company or a present obligation thatarises from past events where it is either not probablethat an outflow of resources will be required to settle or areliable estimate of the amount cannot be made. Contingentassets are not recognised in financial statements since thismay result in the recognition of income that may never berealised. However, when the realisation of income is virtuallycertain, then the related asset is not a contingent asset andits recognition is appropriate. A contingent asset is disclosed,where an inflow of economic benefits is probable. However,contingent assets are assessed continually and if it isvirtually certain that an inflow of economic benefits will arise,the asset and related income are recognised in the period inwhich the change occurs.
s. Financial Instruments
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 AssetsClassification:
The Company classifies its financial assets in the followingmeasurement categories
• those to be measured subsequently at fair value (eitherthrough other comprehensive income or through profitand loss), and
• those measured at amortised cost.
The classification depends on the Company's business modelfor managing the financial assets and the contractual termsof the cash flows.
Initial Recognition:
At initial recognition, the Company measures a financial assetat its fair value plus, in the case of a financial asset not atfair value through profit or loss, transaction costs that aredirectly attributable to the acquisition of the financial asset.Transaction costs of financial assets carried at fair valuethrough profit or loss are expensed in the statement of profitand loss.
Subsequent measurement:
After initial measurement, financial assets classified atamortised cost are subsequently measured at amortised costusing the effective interest rate (EIR) method. Amortised costis calculated by taking into account any discount or premiumon acquisition and fees or costs that are an integral part ofthe EIR. The EIR amortisation is included in finance income inthe statement of profit and loss .
Financial assets at fair value through other comprehensiveincome are carried at fair value at each reporting date. Fairvalue changes are recognized in the other comprehensiveincome (OCI). However, the company recognizes interestincome, impairment losses and reversals and foreignexchange gain or loss in the statement of profit and loss.On derecognition of the financial asset other than equityinstruments, cumulative gain or loss previously recognisedin OCI is reclassified to the statement of profit and loss.
Any financial asset that does not meet the criteria forclassification as at amortised cost or as financial assets at fairvalue through other comprehensive income, is classified asfinancial assets at fair value through profit or loss. Financialassets at fair value through profit or loss are fair valued ateach reporting date with all the changes recognized in thestatement of profit and loss.
Equity investments
All equity investments in scope of Ind AS 109 are measured atfair value. The Company may make an irrevocable election topresent in other comprehensive income subsequent changesin the fair value. The Company makes such election on aninstrument-by instrument basis. The classification is made oninitial recognition and is irrevocable.
If the Company decides to classify an equity instrument asat FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognized in the OCI. There is norecycling of the amounts from OCI to the statement of profitand loss, even on sale of investment. However, the Companymay transfer the cumulative gain or loss within other equity.Equity instruments included within the FVTPL category aremeasured at fair value with all changes recognized in thestatement of profit and loss.
Equity investments in subsidiaries and associates aremeasured at cost. The investments are reviewed at eachreporting date to determine whether there is any indicationof impairment considering the provisions of Ind AS 36'Impairment of Assets'. If any such indication exists, policy forimpairment of non-financial assets is followed.
Impairment of financial assets
The Company assesses on a forward looking basis theexpected credit losses associated with its assets carried atamortised cost and FVOCI debt instruments. The impairmentmethodology applied depends on whether there has been asignificant increase in credit risk. The presumption under IndAS 109 with reference to significant increases in credit risksince initial recognition (when financial assets are more than30 days past due), has been rebutted.
For trade receivables only, the group applies the simplifiedapproach permitted wherein an amount equal to lifetimeexpected credit losses is measured and recognised as lossallowance.
De-recognition of financial assets
A financial asset is derecognized only when
• The Company has transferred the rights to receive cashflows from the financial asset or
• retains the contractual rights to receive the cash flows ofthe financial asset, but assumes a contractual obligationto pay the cash flows to one or more recipients.
Where the Company has transferred an asset, the Companyevaluates whether it has transferred substantially all risksand rewards of ownership of the financial asset. In such cases,the financial asset is derecognised. Where the Companyhas not transferred substantially all risks and rewards ofownership of the financial asset, the financial asset is notderecognised.
Where the Company has neither transferred a financial assetnor retains substantially all risks and rewards of ownershipof the financial asset, the financial asset is derecognised ifthe Company has not retained control of the financial asset.Where the Company retains control of the financial asset, theasset is continued to be recognised to the extent of continuinginvolvement in the financial asset.
Income recognitionInterest income
Interest income from financial assets at fair value throughprofit or loss and other comprehensive income is recognisedin the statement of profit and loss as part of other income.
Interest income on financial assets at amortised cost iscalculated using the effective interest method is recognisedin the statement of profit and loss as part of other income.
Interest income is calculated by applying the effectiveinterest rate to the gross carrying amount of a financial assetexcept for financial assets that subsequently become credit-impaired. For credit-impaired financial assets the effectiveinterest rate is applied to the net carrying amount of thefinancial asset (after deduction of the loss allowance).
t. Financial liabilities and equity instrumentsInitial recognition and measurement
Financial liabilities are recognised initially at fair value minustransaction costs that are directly attributable to the issueof financial liabilities. Financial liabilities are classified assubsequently measured at amortised cost. Any differencebetween the proceeds (net of transaction costs) and theredemption amount is recognised in the Statement of Profitand Loss over the period of the borrowings using the effectiverate of interest.
Subsequent measurement
After initial recognition, financial liabilities are subsequentlymeasured at amortised cost using the EIR method. Gains andlosses are recognised in the Statement of Profit and Losswhen the liabilities are derecognised as well as through theEIR amortisation process.
Amortised cost is calculated by taking into account anydiscount or premium on acquisition and fees or costs that arean integral part of the EIR. The EIR amortisation is includedas finance costs in the statement of profit and loss.De-recognition of financial liabilities
A financial liability is derecognised 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 in the respective carrying amounts is recognised inthe statement of profit and loss.
Equity instruments
An equity instrument is any contract that evidences a residualinterest in the assets of any entity after deducting all of itsliabilities. Equity instruments issued by the Company arerecognised at the proceeds received, net of direct issue costs.
u. Offsetting Financial Instruments
Financial assets and financial liabilities are offset and thenet amount is reported in the balance sheet where there isa legally enforceable right to offset the recognised amountsand there is an intention to settle on a net basis or realizethe asset and settle the liability simultaneously. The legallyenforceable right must not be contingent on future eventsand must be enforceable in the normal course of businessand in the event of default, insolvency.
v. Segment Information
Operating segments are reported in a manner consistent withthe internal reporting provided to the chief operating decisionmaker. refer note 37
w. Exceptional items
Exceptional items include income or expense that areconsidered to be part of ordinary activities, however are ofsuch significance and nature that separate disclosure enablesthe user of the financial statements to understand the impactin a more meaningful manner.
x. Contributed equity
The transaction costs of an equity transaction are accountedfor as a deduction from equity (net of any related incometax benefit) to the extent they are incremental costs directlyattributable to the equity transaction that otherwise wouldhave been avoided.
The transaction costs incurred with respect to the InitialPublic Offer (IPO) of the Company as reduced by the amountrecovered from the selling shareholders are allocatedbetween issue of new equity shares and listing of existingequity shares. The costs attributable to issuance of newequity shares is recognised in equity. The remaining costsattributable to listing of existing equity shares is recognisedin the statement of profit and loss.
y. Rounding of amounts
All amounts disclosed in the financial statements and noteshave been rounded off to the nearest lakhs as per therequirement of Schedule III (Division II), unless otherwisestated. An amount of ' (0) represents amount less than 0 butmore than negative ' 50,000 and ' 0 represents amount morethan ' 0 but less than ' 50,000.
The preparation of financial statements requires the use ofaccounting estimates which, by definition, will seldom equal theactual results. Management also needs to exercise judgement inapplying the Company's accounting policies.
This note provides an overview of the areas that involved a higherdegree of judgement or complexity, and of items which are morelikely to be materially adjusted due to estimates and assumptionsturning out to be different than those originally assessed. Detailedinformation about each of these estimates and judgements isincluded in relevant notes together with information about thebasis of calculation for each affected line item in the financialstatements.
Critical estimates and judgements:
The areas involving critical estimates or judgements are:
• Estimated useful life of tangible assets - Managementreviews its estimate of the useful lives of property, plant andequipment at each reporting date, based on the expectedutility of the assets. Uncertainties in these estimates relateto technical and economy obsolescence that may change the
utility of property, plant and equipment. Reasonable changesin assumptions are not expected to have a significant impacton the amounts as at the balance sheet date.
• Estimation of defined benefits obligation - refer note 11
• Recognition of deferred tax assets for carried forward taxlosses- refer note 23(b)
• Right-of-use assets and lease liability - refer note 4(b)
• Contingent liabilities - refer note 25(i)
• Share based payments - refer note 26
• Impairment on non-current investments [subsidiaries- refernote 2(g)]
• Impairment of trade receivable and financial assets- refernote 31
Estimates and judgements are continually evaluated. They arebased on historical experience and other factors, includingexpectations of future events that may have a financial impact onthe Company and that are believed to be reasonable under thecircumstances.
(iii) The total cash outflow for leases for the year ended March 31,2025 was ' 406 Lakhs (March 31,2024 - ' 383 Lakhs)
(iv) Extension and termination options:-
Extension and termination options are included in a number of leases. These are used to maximize operational flexibility in termsof managing the assets used in operations. The extension and termination options held are exercisable by both the Company andthe respective lessor.
(v) Critical judgments in determining the lease term:-
I n determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise anextension option, or not exercise a termination option. Extension options (or periods after termination options) are only included inthe lease term if the lease is reasonably certain to be extended (or not terminated).
Eor leases of office premises, the following factors are normally the most relevant:
a) I f there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or notterminate).
b) I f any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certainto extend (or not terminate).
c) Etherwise, the Company considers other factors including historical lease durations and the costs and business disruptionrequired to replace the leased asset.
IE ost extension options in office leases have been included in the lease liability, because the Company could not replace the assetswithout significant cost or business disruption.
T he lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise(or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change incircumstances occurs, which affects this assessment, and that is within the control of the lessee.
The leave obligations cover the Company's liability for earned leaves. The Company's liability is actuarially determined (using theProjected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Standalone Statement of Profit andLoss in the year in which they arise.
The amount of the provision of ' 212 Lakhs (March 31,2024 - ' 234 Lakhs) is presented as current, since the Company does not have anunconditional right to defer settlement for any of these obligations. However, based on past experience, the Company does not expect allemployees to take the full amount of accrued leave or require payment within the next 12 months. The following amounts reflect leavethat is not expected to be taken or paid within the next 12 months.
(ii) Defined contribution plans
a) Provident Fund
The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund for employeesat the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered bythe Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor anyconstructive obligation. The expense recognised during the year ended March 31,2025 towards defined contribution plan is ' 35 Lakhs(March 31,2024 - ' 38 Lakhs). [refer note 16]
b) Employee State Insurance
The Company has a defined contribution plan in respect of employee state insurance. The expense recognised during the year endedMarch 31,2025 towards defined contribution plan is ' Nil (March 31,2024 - ' 0 Lakhs). [refer note 16]
(iii) Post employment benefits plan obligations- Gratuity
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuousservice for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employeeslast drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. Thegratuity plan is a funded plan and the Company makes contribution to recognised funds in India. The Company does not fully fundthe liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuitypayments.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, thisis unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefitsobligation to significant actuarial assumptions the same method (present value of the defined benefits obligation calculated with theprojected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefits liabilityrecognised in the balance sheet. Assumptions other than discount rate and salary growth rate are not material for the Company.
e) The major categories of plans assets are as follows:
Funds Managed by Insurer* - 100%
*The Funds are managed by Life Insurance Corporation (LIC) of India and Kotak Mahindra Life Insurance Company Limited. They do not providebreakup of plan assets by investment type.
f) Risk exposure
Through its defined benefits plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility:
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, thiswill create a deficit. The gratuity fund is administered through LIC and Kotak Mahindra Life Insurance Company Limited under its groupgratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest raterisk which is managed by the insurer.
During the year ended March 31,2025, the Docprime Technologies Private Limited (“DTPL”), a wholly owned subsidiary of the Companydivested 293,210 equity shares of Visit Health Private Limited (“VHPL”) for Rs. 7,600 lakhs. This transaction resulted in a gain of Rs. 5,431lakhs. DTPL continue to retain and hold 122,083 equity shares aggregating to 8.66% on a fully diluted basis in VHPL. As a result of thisdivestment, VHPL has ceased to be an associate company and has been reclassified as financial investment, which shall be fair valued ateach reporting date in accordance with Ind AS I 09, resulting in the recognition of a fair value gain of Rs. 2,262 lakhs.
Further DTPL also divested entire (1.00%) shareholding constituting 450,000 equity shares of Rs. 10 each and 82,759 CompulsorilyConvertible Preference Shares (“CCPS”) of Rs. 10 each of Visit Internet Services Private Limited (“VISPL”) for Rs. 200 lakhs. Thistransaction resulted in a loss of Rs. 2,035 lakhs. Post the recognition of the gain on the divestment of the stake in VHPL and loss ondivestment of the stake in VISPL, the previously recorded impairment loss of Rs. 2,989 lakhs on account of diminution in value ofinvestment in DTPL has been reversed. This reversal is in line with Ind AS, reflecting that the recoverable value of investment in DTPLnow exceeds its carrying amount, thereby ensuring accurate financial reporting and the improved financial position.
The Company has assessed the recoverable amount of its investments in subsidiaries based on their value in use, taking into accountpast business performance, prevailing business conditions, future business potential, and the strategic plans of the respective investeecompanies. Accordingly, the Company has performed an impairment assessment of its investments in Icall Support Services PrivateLimited and Myloancare Ventures Private Limited as of March 31,2025, based on its share in the net assets of the respective investeecompanies. Considering the net asset positions of Icall Support Services Private Limited and Myloancare Ventures Private Limited as ofMarch 31,2025, a provision for impairment of '1,116 lakhs has been reversed for Icall Support Services Private Limited (March 31,2024:' Nil), and a provision for impairment of '2,667 lakhs (March 31,2024: ' Nil) has been recorded for Myloancare Ventures Private Limitedin the financial statements.
Significant estimate: investments in subsidiaries
The Company reviews its carrying value of investments carried at amortised cost annually, or more frequently when there is an indicationfor impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectation offuture events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
Note: The Company has accumulated business losses of ' 37,807 Lakhs (March 31, 2024 - ' 43,076 Lakhs) as per the provisions ofthe Income Tax Act, 1961. Above unabsorbed business losses are available for offset for maximum period of eight years from theincurrence of loss.
As at the year ended March 31, 2025 and March 31, 2024, the Company is having net deferred tax assets comprising of deductibletemporary differences, and brought forward losses under tax laws. However, in the absence of reasonable certainty as to realisation ofdeferred tax assets (DTA), DTA has not been recognised.
According to the information available with the management, on the basis of intimation received from suppliers, regarding their statusunder Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act), the Company has amounts due to Micro and SmallEnterprises under the said Act as follows:
* As at March 31,2024, the Company had disclosed a contingent liability of '8,922 Lakhs in respect of a income tax matter pending beforevarious appellate authorities relating to the addition of share premium received by the company against the issue of share capitalfor Assessment Year 2016-17. During the current financial year, the matter was decided in favour of the Company by the Income TaxAppellate Tribunal (ITAT), and accordingly, no tax outflow is expected. As a result, the previously disclosed contingent liability has beenwithdrawn.
The model inputs for options granted during the year ended March 31,2025 included:
a) options are granted at a price of 10% discount to the volume weighted average price of last 3 months immediately proceeding workingday of the date of grant of options and vest upon completion of service for a period 1-5 years. (face value and vest upon completion ofservice for a period 1-5 years.) Vested options are exercisable till March 31,2030.
b) grant 21-exercise price: ' 1447.58 & Grant 22-exercise price: ' 1557.52 (March 31,2024: exercise price: ' 2)
c) grant date: Grant 21: October 01,2024 & Grant 22: December 04, 2024 (March 31,2024: July 31,2023)
d) expiry date: March 31,2030 (March 31,2024: March 31,2030)
e) expected price volatility of the company's shares: 30.32% to 34.10% (March 31,2024: 50.06%)
f) expected dividend yield: 0% (March 31,2024: 0%)
g) risk-free interest rate: 6.68% to 6.72% (March 31,2024: 6.73% to 6.84%).
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for any expectedchanges to future volatility due to publicly available information.
(b) Expense arising from share based payment transaction:
Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were asfollows:
Note 1: During the current financial year, incorporated a wholly-owned subsidiary named “PB Pay Private Limited” vide Certificate ofIncorporation issued by Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs dated April 09, 2024, to carry onthe business of payment aggregator, payment gateway services, payment facilitation activities by handling offline and a digital paymentacceptance infrastructure.
Note 2: During the current financial year, incorporated a wholly owned subsidiary named “PB Healthcare Services Private Limited” videCertificate of Incorporation issued by Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs dated January 01,2025, to carry on the business of healthcare services.
Note 3: During the current financial year, the Docprime Technologies Private Limited (“wholly owned subsidiary) divested entire (100%)shareholding constituting 4,50,000 equity shares of ' 10 each and 82,759 Compulsorily Convertible Preference Shares (“CCPS”) of ' 10each of Visit Internet Services Private Limited.
Note 4: During the current financial year, the Docprime Technologies Private Limited (“wholly owned subsidary”) divested 293,210 out oftotal 4,15,293 and continue to retain 1,22,083 equity shares of ' 10 each of Visit Health Private Limited. As a result of this divestment, VisitHealth Private Limited has ceased to be an associate company and has been reclassified as financial assets investment.
Note 1: The brand names “Policybazaar”, “Policybazaar.com”, “Paisabazaar” and “Paisabazaar.com” are owned by the PB Fintech Limited(“the Holding Company”). Therefore, the Holding Company had entered into an agreement with the Policybazaar InsuranceBrokers Private Limited and Paisabazaar Marketing and Consulting Private Limited (“Subsidiary companies”) for an IPR fees @5% of the revenue of the subsidiary companies w.e.f. April 01,2018. However, the above IPR fee rate has been revised to 3% witheffect from April 01,2023 and impact of the same is considered in these financial statements. This fee is paid by the subsidiarycompanies due to the benefits accruing to the subsidiary companies as a result of using the brand names which have providedsignificant impetus to the growth of the subsidiary companies over the years, rather than only enhancing the visibility of the brandname owned by the Holding Company.
Further, the operations of the subsidiary company i.e. PB Fintech FZ LLC have been considerably scaled up and have reached areasonable size, such that benefits of using the brand names, are now providing impetus to the growth of the subsidiary company,rather than only enhancing the visibility of the brand name owned by the Company. Hence, the Company has entered into anagreement with the PB Fintech FZ LLC for an IPR fees @ 3% of its revenue from operations w.e.f April 01,2023.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in the active market for identicalassets that the entity can access at the measurement date. Mutual funds that have price quoted by the respective mutual fund houses andare valued using the closing Net asset value (NAV).
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) isdetermined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specificestimates. If all significant inputs required to fair value an instrument are 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. For example,unlisted equity securities, etc.
There are no transfers between levels 1 and 2 during the year.
The company's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
c) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1.
d) Fair value of financial assets and liabilities measured at amortised cost
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractualobligations, and arises principally from the Company's receivables from customerTrade receivables related credit risk
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, managementalso considers the factors that may influence the credit risk of its customer base, including the default risk of the industry. A default on afinancial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of defaultis determined by considering the business environment in which Company operates and other macro-economic factors.
Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence andgoodwill. Outstanding customer receivables are regularly monitored by the management.
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and otherreceivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivablesand 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individualbasis for major parties. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk withrespect to trade receivables as low.
Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with bankswith high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low.Impairment on these items are measured on the 12-month expected credit loss basis.
(b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities thatare settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible,that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurringunacceptable losses or risking damage to the Company's reputation.
The company's treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds. Management monitorsrolling forecasts of the company's liquidity position and cash and cash equivalents on the basis of expected cash flows.
Maturities of financial liabilities
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carryingbalances as the impact of discounting is not significant.
(c) Market risk
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.
Price risk: The Company's exposure to securities price risk arises from investments held in mutual funds and classified in the balancesheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio.Quotes/NAV of these investments are available from the mutual fund houses.
Profit/losses for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.
Interest rate risk: The Company does not have any exposure to any floating-interest bearing assets, or any significant long term fixedbearing interest assets, its interest income and related cash inflows are not affected by changes in market interest rates, further there isno borrowing taken by the company hence there is no exposure to interest rate risk.
Currency risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate beacuse of changes inforeign exchange rates. There is no outstanding forward contract and unhedged foreign currency exposure at the year end.
B) Capital management
The Company objectives when managing capital is to safeguard its ability to continue as a going concern, so that Company can continue toprovide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulatedprofits/losses. As at March 31, 2025 and March 31, 2024 the Company has no debt and the funding requirements are met throughoperating cash flows generated and equity.
As per Section 135 of the Companies Act 2013, read with guidelines issued by DPE, the company is required to spend in every financialyear atleast two percent of the average net profits of the company made during the three immediately preceding financial years inaccordance with its CSR policy.
Notes:
1. Net Profit = Profit for the year
2. Average Shareholder's equity = Average of opening and closing Equity share capital Reserves and surplus Instruments entirelyequity in nature
3. Total Purchases = Advertising and promotion expenses Network and internet expenses Other expenses - Loss allowance ontrade receivables, loans and other financial assets - Bad debts - Loss on sale of property, plant and equipment - Property, plantand equipment written off - Vendor advances written off - Net loss: foreign exchange differences - Interest on unwinding of securitydeposits
4. Working Capital = Current assets - Current liabilities
5. Earning before interest and tax = Profit before tax Finance Cost
6. Capital Employed = Total equity - intangible assets
7. Earning on Investment = Interest income on bank deposits Interest income on corporate bonds Net fair value gains on financialassets Net gain on sale on financial assets
8. Average Investment = Average of opening and closing investment in Fixed deposits, corporate bonds and other financial assets(mutual funds)
The Company, in the financial year ended March 31, 2022, completed the Initial Public Offering (IPO) of 58,262,397 equity shares of facevalue of ' 2 each for cash at a price of ' 980 per equity share aggregating to ' 570,971 lakhs comprising a fresh issue of 38,265,306 equityshares aggregating to ' 375,000 lakhs and on offer for sale of 19,997,091 equity shares aggregating to ' 195,971 lakhs. Pursuant to theIPO, the equity shares of the Company got listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on November 15,2021. Out of the proceeds of offer for sale, ' 174,181 lakhs (net of selling shareholders share of IPO related expenses and applicable taxes)was remitted to selling shareholders.
* On finalization of offer expenses, the amount proposed to be utilized for General Corporate purposes was revised to ' 76,269 lakhs ascompared to original amount of '76,309 lakhs.
** During the year, the Company reallocated unutilised IPO proceeds aggregating to '42,352 lakhs to the IPO offer object “New Opportunitiesto Expand Growth Initiatives to Increase our consumer base including offline presence,” thereby increasing its allocation from '37,500lakhs to '79,852 lakhs. This reallocation comprised '17,352 lakhs transferred from the offer object “Funding strategic investments andacquisitions,” reducing its allocation from '60,000 lakhs to '42,648 lakhs, and '25,000 lakhs transferred from “Expanding our presenceoutside india,” reducing its allocation from '37,500 lakhs to '12,500 lakhs.
# The unutilized amount of net IPO proceeds as at March 31,2025 and as at March 31,2024 were invested in fixed deposits and other bankaccounts maintained with scheduled commercial banks.
A) Additional regulatory information required by Schedule III
(i) Details of Benami Property held
During the current financial year, no proceedings have been initiated on or are pending against the Company for holding benami propertyunder the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder. However, during the previous financialyear, company has received summon under the Prohibition of Benami Property Transactions Act, 1988 requisiting certain informationabout the customers of the company. The company has duly furnished all the documents and information on February 09, 2024. No furthercommunication received from the department since its last submission.
(ii) Borrowing secured against current assets
The Company has no borrowings from any banks or financial institutions during the current or previous financial year.
(iii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iv) Relationship with struck off companies
The Company has no balances outstanding/ transactions with companies struck off under section 248 of the Companies Act, 2013 orsection 560 of the Companies Act, 1956 as at and for the year ended March 31,2025 and March 31,2024.
(v) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(vi) Compliance with approved scheme(s) of arrangements
The Company has in its board meeting held on April 26, 2022 approved Amalgamation of Makesense Technologies Limited with theCompany pursuant to section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, arrangements andamalgamations) rules, 2016. The Amalgamation application was filed with National Stock Exchange of India Limited and Bombay StockExchange Limited on May 18, 2022. The National Stock Exchange of India Limited and BSE Limited issued no observation letters to theCompany on January 06, 2023.
The Joint Application before the Hon'ble National Company Law Tribunal (Hon'ble Tribunal), Chandigarh Bench, under the provisions ofSections 230 to 232 of the Act was filed on May 03, 2023. As per order dated July 05, 2022 passed by Hon'ble Tribunal, meetings of EquityShareholders and Unsecured Creditors of the Company were held on September 02, 2023 to approve the Scheme of Amalgamation ofMakesense Technologies Limited with the Company and other connected matters.
The second motion joint application was filed before Hon'ble Tribunal on September 14, 2023 and the same is under process.
(vii) Undisclosed income
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.
(viii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(ix) Valuation of property plant and equipment, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during thecurrent or previous year.
(x) The Company do not hold any immovable property (other than properties where the Company is the lessee and the lease agreementsare duly executed in favour of the lessee).
(xi) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (asdefined under Companies Act 2013), either severally or jointly with any other person which are repayable on demand or without specifyingany terms of repayment except as stated below:
The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricinglegislation under sections 92-92F of the Income Tax Act, 1961. For this purpose, the Company has appointed an independent consultant forconducting a Transfer Pricing study (the 'study') for the Assessment Year 2025-26. In the unlikely event that any adjustment is requiredconsequent to completion of the study for the year ended March 31,2025, the same would be made in the subsequent year. However,management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have anyimpact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
An operating segment is the one whose operating results are regularly reviewed by the entity's chief operating decision maker to makedecisions about resources to be allocated to the segment and assess its performance. The Company has identified its Chief ExecutiveOfficer and Chief Financial Officer as its Chief operating decision maker (CODM). The Company's business activities fall within a singlebusiness segment as the Company is engaged in the business of rendering online marketing and information technology consulting& support services largely for the financial services industry, including insurance. Based on nature of services rendered, the risk andreturns, internal organization and management structure and the internal performance reporting systems, the management considersthat the Company is organized basis a single segment of rendering a bundle of services to the financial services industry, includinginsurance. The chief operating decision maker reviews the performance of business on an overall basis. As the Company has a singlereportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating segment is not applicable. Further, theCompany earns entire revenue within India only.
The revenues of ' 726 lakhs are derived from single individual external customers (March 31, 2024 - ' 773 lakhs derived from twoindividual external customers).
a) F urther, subsequent to the year ended March 31, 2025, Company has invested ' 53,940 Lakhs in PB Healthcare Services PrivateLimited (“PB Healthcare”), in accordance with the shareholder's approval obtained through postal ballot. Following this investment,along with investments from other external investors and the creation of an Employee Stock Option Plan (ESOP) pool, the Company'sshareholding in PB Healthcare was diluted to 40.32%. Consequently, PB Healthcare has ceased to be a subsidiary of the Company.
b) Fhese financial statements were approved and adopted by Board of Directors of the Company in their meeting held on May 15, 2025.
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors
Chartered Accountants
Firm Registration Number : 001076N/N500013 Yashish Dahiya Alok Bansal
Chairman and Chief Vice Chairman and
Executive Officer Whole Time Director
DIN: 00706336 DIN: 01653526
Place: Gurugram Place: Gurugram
Date: May 15, 2025 Date: May 15, 2025
Ankit Mehra Mandeep Mehta Bhasker Joshi
Partner Chief Financial Officer Company Secretary
Membership No. 507429 M. No. F8032
Place: Gurugram Place: Gurugram Place: Gurugram
Date: May 15, 2025 Date: May 15, 2025 Date: May 15, 2025