Provisions are recognised 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 a reliableestimate can be made of the amount of theobligation. When the Company expects some
or all of a provision to be reimbursed, thereimbursement is recognised as a separateasset, but only when the reimbursement isvirtually certain. The expense relating to aprovision is presented in the statement ofprofit or loss net of any 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 isrecognised as a finance cost.
Provision in respect of contingencies relatingto claims, litigation, assessment, fines,penalties etc. are recognised when it isprobable that a liability has been incurred andthe amount can be estimated reliably.
A contingent liability exists when there isa possible but not probable obligation, or apresent obligation that may, but probablywill not, require an outflow of resources, ora present obligation whose amount cannot
be estimated reliably. Contingent liabilitiesdo not warrant provisions, but are disclosedunless the possibility of outflow of resourcesis remote. Contingent assets are neitherrecognised nor disclosed in the financialstatements. However, contingent assetsare assessed continually and if it is virtuallycertain that an inflow of economic benefitswill arise, the asset and related income arerecognised in the period in which the changeoccurs.
Ministry of Corporate Affairs ("MCA") notifiesnew standards or amendments to theexisting standards under Companies (IndianAccounting Standards) Rules as issued fromtime to time. For the year ended March 31,2025, MCA has notified Ind AS - 117 InsuranceContracts and amendments to Ind AS 116- Leases, relating to sale and leasebacktransactions, relevant to the Company w.e.f.April 1, 2024. The Company has reviewedthe new pronouncements and based on itsevaluation has determined that it does nothave any significant impact in its financialstatements.
Goodwill represents the value arising on amalgamation of Avenues (India) Private Limited.
Goodwill is tested for impairment on annual basis and whenever there is an indication that the recoverable amountis less than its carrying amount based on a number of factors including business plan, operating results, future cashflows and economic conditions. The recoverable amount is determined based on higher of value in use and fair valueless cost to sell.
The Company uses discounted cash flows method to determine the recoverable amount. These discounted cashflow calculations use five-year projections that are based on financial forecasts with terminal growth rate of 4 %and discount rate (post-tax) of 15.36%. Cash flow projections take into account past experience and representmanagements's best estimate about future developments. Management determined budgeted gross margin basedon past performance and its expectations of market development. The calculations performed indicate that there isno impairment of Goodwill of the company.
The final dividend on shares is recorded as a liability on the date of approval by the shareholders. Interim dividendsare recorded as a liability on the date of declaration by the Company's Board. Income tax consequences of dividendson financial instruments classified as equity will be recognized according to where the entity originally recognizedthose past transactions or events that generated distributable profits.
The Company declares and pays dividends in Indian Rupees. Companies are required to pay / distribute dividendafter deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreignexchange and is also subject to withholding tax at applicable rates.
General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statementof Profit and Loss as also on account of lapse of employee stock options. The Company can use this reserve forpayment of dividend and issue of fully paid-up bonus shares.
Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregateamount of the premium received on those shares shall be transferred to "Securities Premium". The Company mayissue fully paid-up bonus shares to its members out of the Securities Premium and the Company can use thisreserve for buy-back of shares
The share based option outstanding account is used to recognise the grant date fair value of options issued toemployees under group's employee stock option schemes.
The Board of Directors in its meeting held on August 25, 2022 and the Shareholders in their meeting held onSeptember 23, 2022 approved issue of 9,50,00,000 Fully Covertible Warrants on Preferential Issue basis to VybeVentures LLP (Other than Promoter & Promoter Group) at an issue price of ? 17/- (including premium of ? 16/- each)per warrant. The said Warrants were allotted during FY 2022-23 upon receipt of ? 403.75 millions (being 25% ofthe total consideration) as upfront payment. During the FY 2023-24, the said warrants were converted into equityshares upon receipt of balance consideration.
Retained Earnings are profits that the Company has earned till date less dividend or other distribution or transactionwith shareholders.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current taxassets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes leviedby the same tax authority.
In assessing the realizability of deferred income tax assets, management considers whether some portion or allof the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets isdependent upon the generation of future taxable income during the periods in which the temporary differencesbecome deductible. Management considers the scheduled reversals of deferred income tax liabilities, projectedfuture taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxableincome and projections for future taxable income over the periods in which the deferred income tax assets aredeductible, management believes that the Company will realize the benefits of those deductible differences. Theamount of the deferred income tax assets considered realizable, however, could be reduced in the near term ifestimates of future taxable income during the carry forward period are reduced.
The Company makes contributions, determined as a specified percentage of employee salaries, in respect ofqualifying employees towards provident fund and employee state insurance, which is a defined contribution plan.The Company has no obligations other than to make the specified contributions. The contribution is charged tothe Statement of profit and loss as they accrue. The amount recognised as an expense towards contribution toprovident fund and other funds for the year are as follows:
Market risk is a collective term for risks that are related to the changes and fluctuations of the financialmarkets. The discount rate reflects the time value of money. An increase in discount rate leads to decreasein Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on thecorporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as atthe valuation date.
Employees with high salaries and long durations or those higher in hierarchy,accumulate significant level ofbenefits.If some of such employees resign/retire from the company there can be strain on the cashflows.
Actual Salary increases that are higher than the assumed salary escalation, will result in increase to theObligation at a rate that is higher than expected.
If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier thanexpected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid laterthan expected. The impact of this will depend on the demography of the company and the financialsassumptions.
Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease theobligation which is not anticipated. Sometimes, the increase is many fold which will impact the financials quitesignificantly.
Note 28: Share based paymentsEmployee stock option (ESOP) scheme (2013-14):
The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held onFebruary 17, 2013, read with Special Resolution passed by shareholder of the company at the extra ordinary generalmeeting held on March 30, 2013. The plan entitles senior employees to purchase shares in the Company at thestipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled indemat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every optionat an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.
Employee stock option (ESOP) scheme (2014-15)
The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held onFebruary 27, 2014, read with Special Resolution passed by shareholder of the company at the extra ordinary generalmeeting held on March 31, 2014. The plan entitles senior employees to purchase shares in the Company at thestipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled indemat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every optionat an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.
Pursuant to the resolution passed by the Board of Directors of the Company, at its meeting held on July 13, 2017 andthe special resolution passed by the Members of the Company on August 11, 2017, the Infibeam Stock AppreciationRights Scheme 2017 ("SAR Scheme 2017") was approved in accordance with the provisions of SEBI (SBEB)Regulations, having face value of ? 1.00 each. The Company has created "Infibeam Employees Welfare Fund" ("IEWTrust") by way of a trust on September 5, 2017 which will be involved in the execution of Infibeam Stock AppreciationRights Scheme 2017 (SAR). Barclays Wealth Trustees (India) Private Limited (Barclays) are appointed as trusteesof the same. Each SAR shall confer the right to the eligible employee to receive appreciation (cash settled / equitysettled) with respect to the underlying Equity Share on the entitled shares after it has been exercised in accordancewith terms of the Scheme.
Upon consolidation, the investment in the Parent Company's equity shares made by IEW Trust is debited to theGroup's equity as treasury shares amounting to ? 413.51 million as at March 31, 2025 (previous year: ? 413.51million).
The dividend income of the Trust is debited to the Group's retained earning amounting to ? 0.62 million as atMarch 31, 2025 (previous year: ? 0.62 million) (shown as deduction from dividend paid).
Loan advanced to the Trust is eliminated on consolidation amounting to ? 420.75 million as at March 31, 2025(previous year: ? 420.75 million) forming a part of current loans.
Due to significant difference in the purchase price of the shares accquired and prevailing market price ofthe share, the Group foresees inability of the IEW Trust to service its loan obligations and interest paymenttemporirly. Accordingly the Group has reduced the interest on loan to zero.
"Based on the "management approach" as defined in Ind AS-108 - ""Operating Segments"" and evaluation by theChief Operating Decision Maker, the Company operates in two business segments:
(1) Payment Business includes Payment Gateway business with CC Avenue business brand and paymentinfrastructure including CPGS towards banks, and Credit & Lending related business and
(2) E-Commerce Platform Business includes robust software framework and infrastructure designed to supporte-commerce for large enterprises, along with related services such as advertising and infrastructurerental solutions.
Segment information is prepared in conformity with the accounting policies adopted for preparing and presentingthe standalone financial statements of the Company as a whole. Segment assets include all operating assets usedby a segment and principally consists of operating cash, trade receivables, other assets and fixed assets, net ofallowances and provisions which are reported as direct offsets in the balance sheet. While most such assets canbe directly attributed to individual segments, the carrying amount of certain assets used jointly by two segmentsis allocated to the segments on a reasonable basis. Segment liabilities include all operating liabilities and consistprincipally of trade payables, other liabilities and accrued liabilities. Segment assets and liabilities do not includethose relating to income taxes.
Segment expense comprises the expense resulting from the operating activities of a segment that is directly
this operations include management of cash resources, borrowing strategies, and ensuring compliancewith market risk limits and policies.
The Company's risk management policies are established to identify and analyse the risks faced by theCompany, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Riskmanagement policies and systems are reviewed regularly to reflect changes in market conditions andthe 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 employees understandtheir roles and obligations.
The audit committee oversees how management monitors compliance with the company's riskmanagement policies and procedures, and reviews the adequacy of the risk management framework inrelation to the risks faced by the Company.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financialinstrument fails to meet its contractual obligations, and arises principally from the Company's receivablesfrom customers and investments in debt securities. The carrying amount of following financial assetsrepresents the maximum credit exposure.
The credit risk from balances/deposits with Banks, current investments and other financial assets aremanaged in accordance with company's policy. Investment of surplus funds are primarily made in Liquid/Short Term Plan of Mutual Funds and in Bank Deposits which carry a high external rating.
Trade receivables of the company are typically unsecured. Credit risk is managed through creditapprovals and periodic monitoring of the creditworthiness of customers to which company grants creditterms in the normal course of business. The allowance for impairment of Trade receivables is created tothe extent and as and when required, based upon the expected collectability of accounts receivables.
The above receivables which are past due but not impaired are assessed on individual case to case basis and relateto a number of independent third party customers from whom there is no recent history of default. These financialassets were not impaired as there had not been a significant change in credit quality and the amounts were stillconsidered recoverable based on the nature of the activity of the customer portfolio to which they belong and thetype of customers. There are no other classes of financial assets that are past due but not impaired except for Tradereceivables as at March 31, 2025 and March 31, 2024.
Liquidity risk is the risk that the Company may not be able to meet its present and future cash andcollateral obligations without incurring unacceptable losses. The Company's objective is to, at all timesmaintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closelymonitors its liquidity position and deploys a robust cash management system.
The table below summarises the maturity profile of the Company's financial liabilities based on contractualundiscounted payments:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuatebecause of changes in market prices. Financial instruments affected by market risk include loans andborrowings, deposits.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuatebecause of changes in foreign exchange rates. The Company transacts business in local currency andin foreign currency, primarily in USD, AED, SAR,OMR. The Company has foreign currency trade payablesand receivables and is, therefore, exposed to foreign exchange risk. The Company does not use anyderivative instruments to hedge its risks associated with foreign currency fluctuations.
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD, AED, SARand OMR rates to the functional currency of the Company, with all other variables held constant. TheCompany's exposure to foreign currency changes for all other currencies is not material. The impact onthe Company's profit before tax is due to changes in the fair value of monetary assets and liabilities.
If prices of quoted equity securities had been 5% higher / (lower), the effect on Profit before tax for theyear ended March 31, 2025 and 2024 would increase / (decrease) by ? 18.59 million and ? 12.63 millionrespectively.
If prices of quoted equity securities had been 5% higher / (lower), the effect on OCI for the year endedMarch 31, 2025 and 2024 would increase / (decrease) by ? Nil and ? 2.92 million respectively.
For the purpose of the Company's capital management, capital includes issued equity capital and all other equityreserves attributable to the equity holders of the Company. The primary objective of the Company's capitalmanagement is to ensure that it maintains an efficient capital structure in order to support its business and maximiseshareholder value.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditionsor its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividendpayment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using agearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interestbearing loans and borrowings less cash and short-term deposits (including other bank balance).
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008which recommends that the Micro and Small Enterprises should mention in their correspondence with its customersthe Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the 'Micro,Small and Medium Enterprises Development Act, 2006' ('the MSMED Act') accordingly, the disclosure in respect ofthe amounts payable to such enterprises as at March 31, 2025 and March 31, 2024 has been made in the financialstatements based on information received and available with the Company. Further in view of the Management,the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected tobe material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.
On basis of information and records available with the Company, the above disclosures are made in respect ofamount due to the micro, small and medium enterprises, which have been registered with the relevant competentauthorities. The above information takes into account only those suppliers who have submitted their registrationdetails or has responded to the inquiries made by the Company for this purpose.
A There are no proceedings that have been initiated or pending against the Company for holding any benamiproperty under the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time)(earlier Benami Transactions (Prohibition) Act, 1988) and the rules made thereunder.
B The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
C The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act
read with Companies (Restriction on number of Layers) Rules, 2017, and there are no companies beyond thespecified layers.
D Utilisation of Borrowed funds and share premium;
The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or anyother sources or kind of funds) to any other person(s) or entity(ies), including foreign entities ("Intermediaries")with the understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) directly orindirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe company ("Ultimate Beneficiaries"); or (ii) provide any guarantee, security or the like to or on behalf of theUltimate Beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities ("FundingParty") with the understanding (whether recorded in writing or otherwise) that the company shall (i) directlyor indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party (Ultimate Beneficiaries); or (ii) provide any guarantee, security or the like on behalf of theUltimate Beneficiaries.
E Undisclosed Income : The Company do not have any transaction not recorded in the books of accounts thathas been surrendered or disclosed as income during the year in the tax assessments under the Income-taxAct, 1961 (such as, search or survey or any other relevant provisions of the Income-tax Act, 1961). Further,there was no previously unrecorded income and no additional assets were required to be recorded in thebooks of account during the year.
F Details of Crypto Currency or Virtual Currency : The Company has neither traded nor invested in Cryptocurrency or Virtual Currency during the financial year ended March 31, 2025 & year ended March 31,2024.Further, the Company has also not received any deposits or advances from any person for the purpose oftrading or investing in Crypto Currency or Virtual Currency.
and Disclosure Requirements) regulations, 2015 and section 186 of the Companies Act, 2013.
i) Investment in Non convertible Debentures - Unquoted (note 7(C))
Surplus funds had been invested with corporate (un-related party) during FY 2023-24. It was repayablewithin 2 years and carried interest rate of 8.00% p.a. Maximum balance outstanding during the year is Nil(Previous year : ? 750 million)
ii) Inter-corporate Deposit (note 7)
Surplus funds have been invested with corporate (un-related party). It is repayable upon 1 year or suchother date mutually agreed and carries interest rate of 8.25% p.a. Maximum balance outstanding duringthe year is ? 1050 million (Previous year : ? 750 million)
The Company maintains escrow account with ICICI Bank and HDFC Bank. The escrow accounts are operated asper RBI guidelines pertaining to settlement of payment for electronic payment transactions for payment gatewaybusiness. The balance in the escrow accounts represents money collected from customers on transaction undertakenand is used for settling of dues to various merchants as per RBI guidelines.
The balance in receivable for settlement of transaction represents the amount pending to be received from poolingbank account and payment gateway for successful online transaction completed by the customer of the merchantinto the escrow accounts. These amounts once collected in escrow account will be utilized for payment to themerchants.
Payable for settlement of transactions:
The balance in payable for settlement of transaction represents the amount pending to be paid to merchant forsuccessful online transaction completed by the customer of the merchant. The amount for the escrow accountsare transferred to the merchant designated bank account as per RBI guidelines, after deducting applicable charges.
Note 38 : The Company's transactions with associated enterprises are at arm's length. Management believes thatcompany's domestic transactions with associated enterprises post March 31, 2025 continue to be at arm's lengthand that the transfer pricing legislation will not have any impact on the financial statements particularly on theamount of the tax expense for the year and the amount of the provision for the taxation at the period end.
It comprises revenue from providing complete, simple and secure online payment gateway and checkoutweb services, with a real-time Credit Card, Debit Card, Net Banking, Digital and Mobile Wallet including UPIPayments, Recharge, Cash Card and Mobile Payment transaction validation process and platforms. Thisenables eCommerce websites to sell products and services online, and accept payments in real time.
These primarily include a comprehensive suite of E-Commerce related web services including technicalanalysis and testing of software web services, digital advertising, and infrastructure related services.
ii) Refer note 30 for disaggregation of revenue by geographical segments
iii) The Company believes that this disaggregation best depicts how the nature, amount, timing of itsrevenues and cash flows are affected by industry, market and other economic factors.
b) Transaction price allocated to remaining performance obligation
The aggregate value of performance obligations that are completely or partially unsatisfied as of March31, 2025 is ? 12.69 million (March 31, 2024 is ? 14.82 million*) which is expected to be recognize asrevenue within the next one or more than one year. Remaining performance obligation estimates aresubject to change and are affected by several factors, including changes in the scope of contracts,periodic revalidations, and adjustments for currency.
The Hon'ble National Company Law Tribunal, Ahmedabad Bench, vide its order dated August 29, 2024, sanctioned theComposite Scheme of Arrangement amongst Infibeam Avenues Limited ('Infibeam'), Odigma Consultancy SolutionsLimited ('Odigma'),Infibeam Projects Management Private Limited ('IPMPL') and their respective shareholders andcreditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ('Scheme') leadingto demerger of Global Top Level Domain (GTLD) Undertaking from Infibeam to Odigma and transfer of the ProjectManagement Undertaking as a going concern on slump sale basis. The Scheme became effective upon filing ofcertified copy of the order with the Registrar of Companies (RoC) on September 14, 2024. The Appointed Date forthe Composite Scheme of Arrangement was April 1, 2023 and the Record Date was set as September 11, 2024 forthe 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 inconsideration of the transfer and vesting of the Global Top Level Domain(gTLD) Undertaking into Odigma pursuantto the provisions of this Scheme, Odigma has, without any further act or deed, to issue and allot to each equityshareholder of lnfibeam, whose name is recorded in the register of members and records of the depositories asmembers of Infibeam, on the Record Date in the following ratio:
1 (One) equity share of ? 1/- (Rupee One Only) each of Odigma credited as fully paid-up for every 89 (Eighty Nine)equity shares of ? 1/- (Rupee One Only) each held by such equity shareholder in Infibeam.Further,as per the Order,Equity Shares issued to Infibeam Avenues Limited comprising of 43,90,400 shares of ? 1 each stand cancelled.
In accordance with the scheme, the demerger ofgTLD undertaking has been accounted as prescribed by Ind AS 103"Business Combinations"considering it as an adjusting event.
Accordingly, the accounting treatment has been given as under:
All the assets and liabilities of gTLD undertaking as at 1 April 2023 have been transferred at their book values fromthe financial statements of the Company and the net assets value have been adjusted against Capital Reserves andRetained earnings under Other Equity.
Further, the gTLD Undertaking has been disclosed as discontinued operations and financial results of FY 2022¬23 and FY 2023-24 presented have been restated accordingly, to disclose the results of demerged undertakingsseparately from the Company's continuing business operations.
In accordance with the provisions of the aforesaid scheme, upon the coming into effect of this Scheme and inconsideration of the transfer and vesting, of the Project Management Undertaking into Infibeam Projects managementprivate limited , IPMPL shall pay consideration equal to the Net worth of the Project Management undertaking.IPMPL shall pay the consideration by way of issuance and allotment to the Infibeam Avenues Limited 55,78,114equity shares of face value of INR 10 each at share premium of INR 203 as fully paid up.
In accordance with the scheme, the slump sale of Project Management undertaking has been accounted asprescribed by Ind AS 103 "Business Combinations"considering it as an adjusting event.
All the assets and liabilities of Project Management undertaking as at 1 April 2023 have been transferred at theirbook values from the financial statements of the Company.
Further, the Project Management Undertaking have been disclosed as discontinued operations and financial resultsof FY 2022-23 and FY 2023-24 presented have been restated accordingly, to disclose the results of slump sale ofProject Management undertakings separately from the Company's continuing business operations.
In view of demerger of gTLD undertaking and Project management undertaking as well as Odigma ceasedto be Subsidiary, the previous year's figures were restated to give the impact of scheme of arrangement asmentioned above and as a result, the profit before tax was higher by ? 59.88 Million, Profit after tax was higher by? 44.20 Million and Total Comprehensive income was higher by ? 44.19 Million for the year ended 31 March 2024.Consequently,the earnings per share (EPS)(Basic and diluted) was higher by ? 0.02 per share for the year ended 31March 2024.
For Shah & Taparia For and on behalf of the Board of Directors of
Chartered Accountants Infibeam Avenues Limited
ICAI Firm Registration No. 109463W CIN: L64203GJ2010PLC061366
Partner Chairman & Managing Director Joint Managing Director
Membership No.: 033594 DIN: 03093563 DIN: 00934823
Gandhinagar Gandhinagar Gandhinagar
Date: May 26, 2025 Date: May 26, 2025 Date: May 26, 2025
Chief Financial Officer Sr. Vice President and
Gandhinagar Company Secretary
Date: May 26, 2025 Gandhinagar
Date: May 26, 2025