అకౌంట్స్ గమనికలుFujiyama Power Systems Ltd.
(l) Provisions, contingent liabilities and contingent as¬
sets
(i) Provisions:
Provisions are recognized when the company has a
present obligation (legal or constructive) as a result
of a past event, it is probable that the company
will be required to settle the obligation, and a
reliable estimate can be made of the amount of the
obligation.
The amount recognized as a provision is the best
estimate of the consideration required to settle the
present obligation at the end of the reporting period,
taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of those cash flows (when the effect of
the time value of money is material).
When some or all of the economic benefits required
to settle a provision are expected to be recovered
from a third party, a receivable is recognized as an
asset if it is virtually certain that reimbursement will
be received and the amount of the receivable can be
measured reliably.
(ii) Provision for warranty:
The estimated liability for product warranties is
recorded when products are sold. These estimates
are established using historical information on the
nature, frequency and average cost of warranty
claims and management estimates regarding
possible future incidence based on corrective
actions or product failures. The timing of outflows
will vary as and when warranty claim will arise -
being typically 5 years.
(iii) Contingent liabilities:
Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only by
the occurrence or non- occurrence of one or more
uncertain future events not wholly within the control
of the Company or a present obligation that arises
from past events where it is either not probable that
an outflow of resources will be required to settle or a
reliable estimate of the amount cannot be made.
(iv) Contingent assets:
Contingent assets are not recognized in the accounts.
However they are disclosed when the possible right
to receive exists.
(m) Segment reporting
The Company''s segmental reporting is in accordance with
Ind AS 108 Operating Segments. Operating segments are
reported in a manner consistent with the internal reporting
provided to the board of directors, which is responsible
for allocating resources and assessing performance of the
operating segments, and has been identified as the chief
operating decision maker.
(n) Earnings per share
Basic earnings per share CEPSâ) is computed by dividing the
net profit or loss (excluding OCI) for the year attributable
to equity shareholders by the weighted average number
of shares outstanding during the year.
Diluted earnings per share are calculated by dividing
the net profit or loss for the year attributable to equity
shareholders as adjusted for dividend, interest and other
charges to expense or income relating to the dilutive
potential equity shares, by the weighted average number
of shares outstanding during the period as adjusted for
the effects of all dilutive potential equity shares. Potential
equity shares are deemed to be dilutive only if their
conversion to equity shares would decrease the net profit
per share from continuing ordinary operations. Potential
dilutive equity shares are deemed to be converted as
at the beginning of the period, unless they have been
issued at a later date. Dilutive potential equity shares are
determined independently for each period presented.
(o) Cash and cash equivalents
In the cash flow statement, cash and cash equivalents
include cash in hand, demand deposits with banks,
other short term highly liquid investments with original
maturities of three months or less, that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value. The
cash flow statement has been prepared under the"Indirect
Method" as set out in Indian Accounting Standard 7 (Ind
AS-7) on "Statements of Cash Flows" as specified under
Section 133 of the Companies Act, 2013.
(p) Government grant
Government grants are recognised where there is
reasonable assurance that the grant will be received,
and all attached conditions will be complied with. When
the grant relates to an expense item, it is recognised as
income on a systematic basis over the periods that the
related costs, for which it is intended to compensate,
are expensed. When the grant relates to an asset, it is
recognised as deferred income in the balance sheet and is
recognised in profit or loss on a systematic basis over the
expected useful life of the related asset or by deducting
the grant in arriving at the carrying amount of the asset.
(q) Financial instruments
Financial assets and financial liabilities are recognized
when the company becomes a party to the contractual
provisions of the instruments.
Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets
and financial liabilities (other than financial assets and
financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial
assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at fair
value through profit or loss are recognized immediately in
profit or loss.
Financial assets
Initial recognition and measurement
All financial assets are recognized initially at fair value and
transaction cost that is attributable to the acquisition of
the financial asset is also adjusted.
Subsequent measurement
For the purpose of Subsequent measurement, the
Company classifies financial assets in following categories:
(i) Financial assets at amortized cost
(ii) Financial assets at fair value through other
comprehensive income (FVTOCI)
(iii) Financial assets at fair value through profit or
loss (FVTPL)
Financial assets are measured at amortized cost if both of
the following conditions are met:
(i) The asset is held within a business model whose
objective is to hold assets for collecting contractual cash
flows, and
(ii) Contractual terms of the asset give rise on specified
dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
Financial assets are measured at fair value through other
comprehensive income if both of the following conditions
are met:
(i) The asset is held within a business model whose
objective is achieved by both collecting contractual cash
flows and selling financial assets; and
(ii) Contractual terms of the asset give rise on specified
dates to cash flows that are solely payments of principal
and interest (SPPI) on the principal amount outstanding.
All financial assets not classified as measured at amortized
cost or FVTOCI as described above are measured at FVTPL.
Financial assets are subsequently measured at amortized
cost using the effective interest rate (EIR) method.
Financial assets are subsequently measured at FVTOCI
with gains and losses arising from changes in fair value
recognized in other comprehensive income.
Financial assets are subsequently measured at FVTPL
with gains and losses arising from changes in fair value
recognized in profit or loss.
All equity instruments in scope of Ind-AS 109 are
measured at fair value. Equity instruments which are
held for trading are classified as at fair value through
profit and loss (FVTPL). For all other equity instruments,
the Company decides to classify the same either as at fair
value through other comprehensive income (FVOCI) or
fair value through profit and loss (FVTPL).
De-recognition of financial assets
A financial asset is primarily de-recognized when the
rights to receive cash flows from the asset have expired
or the Company has transferred its rights to receive cash
flows from the asset.
Financial liabilities
Initial recognition and measurement
All financial liabilities are recognized initially at fair value
and transaction cost that is attributable to the acquisition
of the financial liabilities is also adjusted. These liabilities
are classified at amortized cost.
Subsequent to initial recognition, these liabilities are
measured at amortized cost using the effective interest
method. This category generally applies to long-term
payables and deposits.
De-recognition of financial liabilities
A financial liabilities is de-recognized when the obligation
under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another
from the same lender on substantially different terms, or
the terms of an existing liability are substantially modified,
such an exchange or modification is treated as the de¬
recognition of the original liability and the recognition of
a new liability. The difference in the respective carrying
amounts is recognized in the statement of profit and loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the
net amount is reported in the balance sheet if there is a
currently enforceable legal right to offset the recognized
amounts and there is an intention to settle on a net basis, to
realise the assets and settle the liabilities simultaneously.
(r) Impairment of financial instruments
In accordance with Ind-AS 109, the Company applies
Expected Credit Loss (ECL) model for measurement and
recognition of impairment loss for financial assets.
ECL is the difference between all contractual cash flows
that are due to the Company in accordance with the
contract and all the cash flows that the Company expects
to receive. When estimating the cash flows, the Company
is required to consider:
- All contractual terms of the financial assets (including
prepayment and extension) over the expected life of
the assets.
- Cash flows from the sale of collateral held or other credit
enhancements that are integral to the contractual terms
Trade receivables
As a practical expedient the Company has adopted
''simplified approach'' using the provision matrix method
for recognition of expected loss on trade receivables.
The provision matrix is based on historical default rate
observed over the expected life of the trade receivable
and is adjusted for forward-looking estimates. At every
reporting date, the historical default rates are updated and
changes in the forward-looking estimates are analysed.
Further receivables are segmented for this analysis where
the credit risk characteristics of the receivables are similar.
Other financial assets
For recognition of impairment loss on other financial
assets and risk exposure, the Company determines
whether there has been a significant increase in the credit
risk since initial recognition and if credit risk has increased
significantly, impairment loss is provided.
(s) Functional and presentation currency
These financial statements are presented in Indian Rupees,
the functional currency of the Company. All amounts have
been rounded to the nearest million, upto two decimal
places, unless otherwise stated.
(t) Operating cycle
Based on the nature of products / activities of the
Company and the normal time between acquisition of
assets and their realization in cash or cash equivalents,
the Company has determined its operating cycle as 12
months for the purpose of classification of its assets and
liabilities as current and non-current.
(e) Rights, preferences and estrictions attached to issued equity shares:
The Company has one class of equity shares having par value of Cl/- per share. Each holder of Equity shares is entitled to one
vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company
after distribution of all preferential amounts, in proportion to their shareholding.
(f) The Company vide resolution passed in the extra-ordinary general meeting held on 27 May 2024 has re-organised its
authorised share capital by cancellation of 8,421,403 unissued preference shares of C100 each and increase authorised equity
share capital by 84,214,030 equity shares of C10 each. Accordingly, the authorised equity share capital of the Company is
modified to 125,000,000 equity shares of C10 each.
(g) Pursuant to the provisions of sections 13, 61 and 64 of the Companies Act, 2013, the board of directors in its meeting held
on 27 November 2024 and the shareholders in their meeting held on 28 November 2024 has approved the sub-division of its
24,574,643 fully paid equity shares having face value of C10 each to 245,746,430 fully paid equity shares having face value of
C1 each. Accordingly, the authorised equity share capital of the Company is also modified to 1,250,000,000 equity shares of
C1 each.
(h) Pursuant to a resolution passed by the board of directors dated 28 November 2024 and a special resolution passed by the
shareholders'' dated 20 December 2024, the Company alloted bonus shares to the shareholders (excluding shareholders who
waived its right to bonus shares as per the articles of association) as per the record date 19 December 2024 in the ratio of 1
equity share of Cfor every 4 equity shares of C1 each i.e. 34,348,715 of total bonus shares.
(i) Pursuant to the Employee Stock Option Plan 2023 of the Company (''ESOP''), 401,455 equity shares (31 March 2025: 383,900)
of C1 each has been alloted to the eligible employees at an exercise price of C1 per share and having fair value of C19.37 and
C74.26 (31 March 2025: C19.31) per share for 357,430 and 44,025 number of shares respectively (refer note 47). The shares
exercised during the year is pending for allotment as at 31 March 2026.
(j) The Company has completed the initial public offer of (''IPO'') 36,315,789 equity shares of face value of C1 each at the issue
price of C228 per equity share as fresh issue (26,315,789 equity shares) and offer for sale (10,000,000 equity shares). The equity
shares of the Company are listed on BSE Limited and National Stock Exchange Limited on 20 November 2025.
Nature and purpose of each reserve within other equity are as follows:
1. Securities Premium - Securities premium is created on conversion of CCPS into equity shares at a premium.
2. Retained Earnings - Retained earnings represent the profits earned by the Company over the years including
current period.
3. Share based payment reserve - Represent the charge for the current year on employees stock option granted to eligible
employees of the Company.
4. Other comprehensive income / (loss) - Represent actuarial gains/(losses) due to experience adjustments on post
employment benefit plans i.e., Gratuity.
5. Share application money pending allotment - Represent money received on exercise of options under ESOP scheme by
employees, however, allotment is pending as at year end.
The Company is engaged in the production and sale of solar related products, hence, the disclosure under Ind AS 108 on Operating
segments are not required as the Company deals in one primary segment.
However, as the Company sell products outside India, the secondary segment for the Company is based on the location of its
customers. Information on the geographic segment is as follows:
38. Employee benefits
(A) Defined benefit plans:
Gratuity:
The Company''s gratuity scheme provide for lump sum payment to vested employees at retirement, death while in
employment or on termination of employment of an amount equivalent to 15 days wages for each completed year of service
or part thereof in excess of six months in terms of Labour Codes. Vesting occurs upon completion of five years of service.
The present value of defined benefit obligation and the related current service cost were measured using the projected unit
credit method with actuarial valuations being carried out at each balance sheet date. The gratuity scheme of the Company is
unfunded.
Risk exposure:
Through its defined benefit plans, the Company is exposed to a number of risks, the most significant of which are
detailed below:
Interest risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in an increase
in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in
financial statements).
Liquidity risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This may arise due to non
availability of enough cash / cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.
Salary escalation risk: The present value of the defined benefit plan is calculated with the assumption of salary increase rate
of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase
in salary used to determine the present value of obligation will have a bearing on the plan''s liability.
Demographic risk: The Company has used certain mortality and attrition assumptions in valuation of the liability. The
Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.
(vi) On November 21,2025, the Government of India has implemented four new Labour Codes (the " Labour Codes"), including
the Code on Wages, 2019, which amended the definition of "wages". Based on the best information available, the Company
carried out the actuarial valuation of gratuity and recorded a provision of ?5.8 million primarily as employee benefit expense
arising from the change in wages definition. The Company continues to monitor the finalization of the Central and State
Rules, as well as any further clarifications issued by the Government on other aspects of the Labour Codes and will record
appropriate accounting impact as and when such developments occur.
(B) Defined contribution plans:
The Company makes Provident Fund and Employee State Insurance Scheme contributions which are defined contribution
plans, for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the
payroll costs to fund the benefits. The Company recognised for 27.95 for Provident Fund contribution (31 March 2025: 7.53)
and 12.41 for Employee State Insurance Scheme (31 March 2025: 7.79) contribution in the Statement of Profit and Loss as
mentioned in note 28.
Methods and assumptions used to estimate the fair values:
1. The carrying value of cash and cash equivalents, trade receivables, trade payables, short term borrowings, other current
financial assets and liabilities represents approximately their fair value mainly due to the short-term maturities of these
instruments.
2. Security deposits received against lease liability, lease liability and long term borrowings are fair valued at initial recognition.
Valuation technique used and key inputs thereto for these level 2 financial liabilities are determined using discounted cash
flow method using appropriate discounting rates. After initial recognition, they are carried at amortized cost.
3. There has been no change in the valuation methodology for level 3 inputs during the year. There were no transfers between
level 1 and level 2 during the year and no transfer into and out of level 3 fair value measurements.
40. Financial risk management objectives
The Company''s principal financial liabilities, comprises of borrowings, trade and other payables. The main purpose of these financial
liabilities is to finance the Company''s operations. The Company''s principal financial assets include trade and other receivables, and
cash and bank balances that derive directly from its operations.
The Company''s activities expose it to market risk, liquidity risk and credit risk. The Company''s overall risk management focuses
on the unpredictability of financial markets and seeks to minimise potential adverse effects on the financial performance of the
Company.
(I) Market risk:
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a
financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, that affect market
risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including borrowings.
(A) Foreign currency risk
Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which
fluctuate due to changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates
relates primarily to the trade receivables and trade payables.
(B) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s
borrowing with floating interest rates. For all long-term and short-term borrowings with floating rates, the risk of variation in
the interest rates is mitigated through liasoning and negotiation with the lenders. The Company constantly monitors the credit
markets and rebalances its financing strategies to achieve an optimal maturity profile and financing cost.
Interest rate sensitivity:
The sensitivity analysis below have been determined based on exposure to interest rates for borrowings at the end of the reporting
period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting
period in case of borrowings that have floating rates.
If the interest rates had been 50 basis points higher or lower and all the other variables were held constant, the effect on interest
expense for the respective financial years and consequent effect on Company''s profit in that financial year would have been
as below:
(II) Credit risk management:
Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing / investing activities, including deposits with banks, foreign exchange transactions and financial guarantees. The
Company has no significant concentration of credit risk with any counterparty.
Trade receivables
Trade receivables are consisting of a large number of customers. The Company has credit evaluation policy for each customer and
based on the evaluation credit limit of each customer is defined.
As per simplified approach, the Company makes provision of expected credit losses on trade receivables using a provision matrix
to mitigate the risk of default payments and makes appropriate provision at each reporting date wherever outstanding is for
longer period and involves higher risk.
As per policy, receivables are classified into different buckets based on the overdue period ranging from 6 months - one year to
more than two years.
Cash and cash equivalent and deposits with banks
Credit risk on cash and cash equivalents and deposit with banks is generally low.
(III) Liquidity risk management
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding
through an adequate amount of credit facilities to meet obligations when due. The Company''s treasury team is responsible for
liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by
senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected
cash flows.
The table below provides details regarding the remaining contractual maturities of financial liabilities and investments held for
managing the risk at the reporting date based on contractual undiscounted payments.
The Capital management objective of the Company is to (a) maximise shareholder value and provide benefits to other stakeholders
and (b) maintain an optimal capital structure to reduce the cost of capital.
For the purposes of the Company''s capital management, capital/equity includes issued equity share capital, share premium and
all other equity.
The Company monitors capital using debt-equity ratio, which is total debt less liquid investments and bank deposits divided by
total equity.
46. Additional disclosures as per schedule III
(i) All the title deeds of Immovable property are in the name of the company and mortgage against secured loan borrowed from
the banks.
(ii) The Company has not revalued its property, Plant and Equipment or intangible assets or both during the year ended 31
March 2026 and 31 March 2025.
(iii) The Company has not given loans or advances to specified persons during the year ended 31 March 2026 and 31 March 2025.
(iv) Benami property : There are no proceedings being initiated or are pending against the Company for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(v) The Companyhad borrowed secured loan from bankagainst current assets duringtheyear ended 31March 2026and 31 March 2025.
(i) Quarterly returns or statements of current assets filed by the company with banks or financial institutions are in agreement
with the books of accounts.
(vi) Wilful defaulter : The Company has not been declared as wilful defaulter by any bank or financial institution or other lender.
(vii) The Company does not have any transactions or relationship with struck off companies.
(viii) The Company does not have any subsidiary, hence, the provision of clause (87) of section 2 of the Act read with Companies
(Restriction on number of Layers ) Rules, 2017 is not applicable on the Company.
(ix) There are no scheme of arrangements during the year ended 31 March 2026 and 31 March 2025.
(x) Utilisation of Borrowings availed from banks and financial institution. The borrowings obtained by the company from banks
and financial institution have been applied for the purpose for which such loans were taken and funds raised on short term
basis have not been utilised for long term purposes.
(xi) The Company does not have any undisclosed income during the year ended 31 March 2026 and 31 March 2025.
(xii) The Company does not have any crypto currency or virtual currency during the year ended 31 March 2026 and 31 March 2025.
(xiii) Utilisation of borrowed funds and share premium -The Company has not advanced or loan or invested funds to any other
person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) U.P. Electronics Manufacturing Policy
Pursuant to the U.P. Electronics Manufacturing Policy - 2017 and U.P. Electronics Manufacturing Policy - 2020 (as amended) ("the
Policies"), the Company, based on eligible capital investment made in the State of Uttar Pradesh, is entitled to a capital subsidy
at the rate of 15% of fixed capital investment (excluding land), subject to a maximum limit approved by nodal agency under the
policies. The subsidy is disbursed upon fulfilment of prescribed conditions and approval by the nodal agency, U.P. Electronics
Corporation Limited. Accordingly, the Company has claimed the following subsidies in the above policies and has accounted for
the receipt as deferred income under note 18 and amortised on straight line basis over the useful life of plant and machinery:
Further, pursuant to U.P. Electronics Manufacturing Policy - 2017, the Company based on capital investment in the state of Uttar
Pradesh upto 31 March 2022 was also entitled for interest subsidy of 5% per annum for a period of 7 years from FY 2021-2022 on the
rate of interest paid on the loans obtained from Scheduled Banks/Financial Institutions shall be reimbursed subject to a maximum
of ?10 Million per annum per unit and other terms and conditions for approval of grant specified in the policy. Accordingly, during
the year ended 31 March 2025, the interest subsidy has been recognised as other income under note 24 for an amount of ?10
million during the year ended 31 March 2026 (31 March 2025: C28.18 million) in accordance with the computation method stated
in the policy.
(b)Modified Special Incentive Package Scheme (MSIPS)
Pursuant to the Modified Special Incentive Package Scheme (MSIPS) introduced by the Ministry of Electronics and Information
Technology, the Company is eligible for capital subsidy at the rate of 25% of eligible capital expenditure under the scheme.
Accordingly, during the year the Company has recieved the following subsidy under the scheme for the investment made and
for the receipt as deferred income under note 17 and amortised on straight line basis over the useful life of plant and machinery:
49. On 06 May 2026, a major fire broke out at one of the Company''s production facility located in Bawal, District Rewari, Haryana.
The incident resulted in damage to building structures, machinery, and inventory with an estimated carrying value of
?1,576.30 million. The Company has comprehensive insurance coverage and is currently in the process of assessing the full
extent of damage with insurer. The event does not impact the Company''s ability to continue as a going concern. Management
has implemented a contingency plan to maintain supply chain stability. Production requirements will be met through third-
party procurement until the facility is restored. This incidence has been considered a non-adjusting event occurring after the
reporting period in accordance with IND AS 10- ''Event after the reporting period'' and, accordingly, no adjustment has been
made in this regard to the accompanying financial statements.
50. On 24 March 2026, inspection and search was conducted by Bureau of Indian Standards (''BIS'') at one of the Company''s
production facility located in Ecotech Extension-1, Greater Noida, Uttar Pradesh. Upon conclusion of the inspection, BIS has
seized certain products worth C24.50 million allegeing that the Company is not in compliance with BIS standards. Further,
another inspection was carried out at the facility located in Bawal, District Rewari, Haryana on 28 April 2026 wherein goods
worth ?19 million has been seized by BIS on the above grounds. The Company has sought legal advice in this regard and basis
the legal advice as well as on management assessment, the Company believes it has adhere to all the requirements of BIS Act,
2016 and that all the seized goods meet the standard requirements.
51. On 25 April 2026, the Board of Directors have approved the incremental acquition of 31% equity stake each in Zayo Energy
Private Limited and Zayo Cables Private Limited and accordingly, acquired incremental 3,100 equity shares in each of the
above companies at face value of ?10 per share. Consequently, post this acquisition both these companies have become
Associate to the Company.
52. The financial statements is approved by the Board of Directors in its meeting held on 14 May 2026.
j. Provisions and contingent liabilities
Provisions art recognised when Ihe Company has a jireserit obligation (legal or constructive) as a result of a past event, it is probable thal an outflow of resources embodying
economic benefits will be required lo settle Ihe obligation and a reliable estimate caji be made of the amount of the obligation. When llie Company expects some or all of a
provision lo tw reimtairsed^ for example, under ail insurance corn rad, line reimbursement is recognised as a separate assets but only when llie reimbursement is virtually certain.
I''hc expense relating to a provision is presented in the Standalone Statement of Profit and Loss net of any reimbursement.
If the el led of I tie Lime value Of money is material, provisions are discounted using a current pre-lax rate Ihat re Heels, when appropriate, Ihe risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of lime is recognised as a finance cost.
If the Compiaiiy has a contract that is onerous, the present obligation under Ihe contract is recognised and measured as a provision. However, before a separate iirovision lor an
onerous contract is established, the Company recognises any impairment loss that has occurred on assets dedicated to lial contract.
An onerous contract is a contract under which the unavoidable cosls (i.e., the cods that the Company cannot avoid tiecause it has the contract) of meeting I tie obligations under
Llie contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract relied Die lead net cod of exiting from the coutrjcL which
is the lower of llie cost of fulfilling i and any compensation or pen allies arising from lailure lo fulfil it. llie cost of fulfilling a contract comprises Ihe costs that relate directly to
the contract (i.e., both incremental cuds and an allocation of costs directly related to contract activities).
A contingent liability is a possible obligation that arises Irorri pud events whose existence will t« confirmed by Ihe occurrence Or non-occurrence o f one or more uncertain future
events beyond the control of Ihe Company or a present obligation that is not recognized because it is not probable lhal an outflow of resources will be required to settle die
obligation. A contingent liability also arises in extremely rare cases where there is a liability dial cannot be recognized because il cannot be measured reliably. The Company
docs not recognize a contingent liability tint discloses its exigence in the Standalone Financial Statements.
Provisions and contingent liability arc reviewed at each Balance Sheet.
hi respect of financial guarantees provided by Ihe Company to third parlies, the Company considers IhaL il is more likely than not that such an amount will riot be payable under
the guarantees provided.
k. ftrl Imnml and oilu-r rmployw ta''iii''M s
Short term empJoyi''c IwellTiIs
All employee benefits expected to be settled wholly within twelve months of rendering llie service arc classified as diort-tcnn employee
benefits. When an employee has rendered service to llie Company during sn accounting period, die Company recognises llie undiseounted amount of short-term employee
benefils expected to be paid in exchange for that service as an expense unless another hid AS requires or permits the inclusion of the benefits in the cost of an asset. Benefits
such as salaries, wages and short-term compensated absences, bonus and cx-gratia etc. are recognised in Standalone Statement of Profit and Loss in the period in which the
employee renders the r cl Kit''d service.
k. RHinnirnl and other â¢iplo)oi Ix-m-ril-s front''d J
Defined caintrihiiJUmi plans
Eligible enifdoyees of llie Company in In£li» partidpfite in a defined contribution plan (Provident Fund) in accordance with the regiilalury requirements in lndi:i. Holh llie
employee arid (lie Company contribute to the fund at a verified percentage of the employee''s sal ar-
The Company has no fnrlher ohligalirii under defined criiirfrulmn plans beyond I tic Contributions made under these plans.
Defined hern-til plans
A ill1 fined benefit plan is a post-erriploymenl benefit plan oilier ifian a denned contribution plan - âHit Company tins an obligation towards gratuity. a defined benefit retirement
plan covering eligible employees. The plan provides fora lump sum payment to vested employees
al. retirement, death wtiile in employment or on termination of employment of an :
Re-measurements, comprising of actuarial sains and losses, die effect of the asset ceiling, excluding amounts included in net interest on die net defined benefit liability and the
return chi plan assets (excluding ariicHinls included in net interest on llie net defined benefit liability), arc recognised immediately in llie Standalone Balance Sheet with a
corresponding debit or Credit to retained earnings through OCl in die period in which they occur. Kc-mcasm einentk are riot recla^ified to Standalone Statement of Profit and
Lofts in Siibsequ ait periods.
Past service costs arc recognised in Standalone Statement of Profit and Loss on die earl ier of:
a) The date of the plan amendment or curtailment, and
b) The date dial the Company recognises related rc-aructuriig costs
Net interest is calculated by applying die discount rate lo the net defined benefit liability or asset. The Company recognises die follow ing changes in die net defined benefit
obligation as ail expense in I lie Standalone Statement of Profit and loss
a) Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements, and
b) Net interest expense or income.
l. FtnancJii] Instruments
financial assets and financial liabilities arc recognised when die Ccmpany becomes a party to the contract embodying die related financial instruments. All financial assets,
final icial liabilities and financial guarantee contracts arc initially measured al transaction cost and where such values are different from die fair value, at fair value. Transaction
costs dial are directly attributable to the acquisition or issue of financial assets and financial liabilities (oilier drill financial assets and financial liabilities at fair value through
profit aid loss) arc added to or deducted from the fair value measured on initial recognition of financial asscL or financial liability. Transaction costs directly attributable to the
acquisition of financial assets and financial liabilities al fair value through profit and loss are immediately recognised in llie Standalone Statement of Profit and Loss.
Financial assets are classified, at initial recognition as subsequently measured a! amortised cost and fair value through Standalone Statement of Profit and Loss. The classification
of financial assets al initial recognition depenefc on the financial axel''s contractual cadi flow characteristics and the Company''s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component or for which llie Company has applied die practical expedient, the Company iritis lly
measures a financial asset at its fair value plus, in the case of a financial asset net al fair value through profit or loss, transaction costs. Trade receivables that do not contain a
significant financing component or for which the Company has applied I he practical expedient arc measured al the transaction price as disclosed under revenue recognition
policy.
In order for a financial asset to be classified and measured at amortised cost, it needs to give rise to cadi flows that are ''solely payments of principal and interest (SPPI)'' on the
principal amount outstanding. This assessment is referred lo as Ifle SPPI lest and is performed al mi instrument level. Financial nsscls with cash Hows that are not SPPI are
classified and measured at fair value through profit or loss, irrespective of the business model
Effective Interest method
''file effective interest method is a method of calculating Hie amortised cost of a financial inshiimenl and of al locating interest income or expense over llie relevant period- llie
effective interest rale is the rate that exactly discounts future cash receipts or payments through llie expected life of llie financial instrument,or where appropriate, a shorter
period.
(i) Financial assets
Financial assets al uumrlLscd otic!
Financial a^iets are subsequently measured at amortised cod if tliese financial assets are held wilfiin a business model whose objective is to hold Ihcse assets in order lo collect
Contractual cash flows and the contractual terms of the financial asset give rise on sfiecified dates to cadi Hows that are solely payments of principal and inlered on I tie principal
amount outstanding.
Financial assets murasuredl al fair value
Financial a^ets are measured at fair value through oilier comprehensive income if these financial assess are held within a business model whose objective is to hold III esc assets
in order lo collect contractual cash Hows and lo sell these financial assets and the contractual lemisof llie final icial asset give rise on specified dites to cash Hows that arc solely
payments of principal and intered on the ^Hincipal amount outstanding.
Financial asset riot measured at amortised cod Or at fair value through other comprehensive income is carried at fair value through profit or loss.
For financial assets maturing wiLfi in one year from the Balance Sheet date, the carrying amounts approximate fair value due Lo Llie short maturity of these instruments.
InipaiErnmiiill of linamria! assets
Loss allowance for exacted credit losses is recognised for financial assets me Haired :l an ionised cod and fair value through I tie Stanch lone Statement of Profit and Loss
For Ira.le receivables only, I tie Company recognises expected lifetime losses using I tie simplified approach permillcd try I rid AS-109, from initial recognition of III t receivables.
For financial assets whose credit risk has riot significantly increased since initial recognition, kiss allowance ecpial lo twelve monllis expected credil losses is recognised. Loss
allowance equal lo the lifetime expected credit losses is recognised if the credit risk on the Financial instruments has significantly increased since initial recognition.
For financial assets maturing within one year from the Balance Sheet date, the carrvine amounts atroroxiiiiatcs fair value due to the short maturity of these instruments.
¦;i) Hiinuvhil (cunr-d)
Lk-rcfl^mKIhHi of financial msscls
The Company de-recognises a financial asset only when Hie con Iraclual rights Lo ''.he cash flows from Hie financial asset expire, or it transfers the financial asset and (lie transfer
qualifies for dc-reoJgriilion under hid AS 109.
If I tic Company ridllier transfers nor retains subtfanlially all Hie risks and rewards of ownership and continues to control (he transferred asset, (lie Company recognises ils
rclained interest in the assets and an associated liability for amounts it may have to pay.
If llic Company retains sub^amially all (he risks and rewards of ownership of a transferred financial asset. Hie Company continues to recognise Hie financial asset and als^
recognises a collateralised borrowing for the proceeds received.
Oil de-recognition of a financial asset in its entirely. Hie difference between Hie carryitg amount measured at tlic dale of de-recognition and the consideration received is
recognised iri Standalone Statement of Profit or LOSS-
fii) Hnumnal liabililies and rcpiHy instruments
('']ossification as debt or equity
financial liabilities and equity instruments issued by tlic Company arc classified according lo the substance of the contractual arrangements entered into and tlic definitions of a
financial liability and an equity instrument.
Equity instruments
An equity inslru merit is aiy contract Hial evidences a residual interest in the assets of the Company after deducting all of ils liafri lilies. Equity instrunienls are recorded at (lie
proceeds received, net of direct issue costs.
Financial nubilities
l inancial liabilities are initially measured at fair value, net of transaction costs,, and are subsequently measured at amortised cost, using liie effective interest rate method where
the lime value of money is significant. Interest bearing bank loans, overdrafts and issued debt are initially measured at fair value and are subsequently measured at amortised
cost using Hie effective interest rate method Any difTcimce between Hie proceeds (net of transaction costs) and tlic settlement or redemption of borrowings is recognised over
the term of the borrowings in llic Standalone Statement of Profit and Loss.
For trade and oilier payables maturing within one year ffom the Balance Steel dale, tlic carrying amounts approximate fair value due to the short maturity of these instruments.
De-recognition
A financial liability is derecognised when the obligation under tlic I iabi lily is discharged or cancelled or expires. When an existing financial liability is replaced by another from
the same lender on substantially different lemis. or the terms of an existing liability are substantially modified, such an exchange or modification is treated as tlic de-recognition
of Hie original liability ami the recognition of a new liability. ''Hie difference in Hie respective Lurrying amounts is recognised in Hie Standalone Statement of Profit and Loss.
Of! setting of financial in slrumi-nls
Financial assets and financial liabilities are offset and Uie net amount is reported in the Standalone Rylance Srieel if there is a currently enforceable legal righl to offset the
recognised amounts and there is an intent km to settle on a net basis, to realise the assets and settle ike liabilities simultaneously,
m. Segment reporting
Operating segments are identified as those components of the Company (a) that engage in tmsincss activities lo earn revenues and incur expenses tin eluding transactions with
any of the Company''s other components): (b) whose operating results arc regularly reviewed by like Company''s Chi ef Operating Decision Maker (CGDM) to make decisions
about resource allocation and performance assessment and (c) for which discrete (Inancial information is available. ''Hie account iiig policies consistently used in Uie preparation
of Standalone Financial Statements are also applied lo record revenue and expenditure in individual segments Assets, liabilities, revenues and direct expenses in relation to
segments arc categorised based uri items Hial are iiidividually identifiable lo Hial segment, while other items, wherever allocable, areafipnrliuuedlu (lie segmcnl On ail appreq iri ale
basis Certain items are not specifically allocable lo individual segmenls as the underlying services arc used interchangeably The Company therefore helieves that il is not
practical lo provide segment disclosures relating Lo such items and accordingly such items are separately disclosed as ''uualhtcaLed''
An operating Segment is classified as rcjiorlable segment if reported revenue (including inler-segment revenue) or absolute amount of result or assets exceed 1.0% or mare of Hie
combined tot al of all llie Operating segments.
CODM evaluates liie performance of Hie Company based on Hie single operative segment as cloud based intelligent customer engagement software soliiious lo retail chain
cperalors. ''therefore, lliere is only one reportable segment called CUM services in accordance willi Hie requirement of hid AS HIS ''Operating Segments".
n. Cush and rash equivalents
Cash and cash equivalent in the Standalone Balance Sheet comprise casli at banks and on hand and short-4erm deposits with an original maturity of three months or less dial are
readily convertible to a known amount of cash and which are subject Lo an insignificant risk of changes in value.
o. Share bast''d payments
Certain employees of die Company arc entitled to share- based payments, whereby employees render services as consideration for equitj instruments of the Company tequUn¬
settled transactions).
Tlic Cost of equity-settled transactions is determined by the fair value at the dole when the grant is made using an appropriate Rlack-Scholes valuation modek
That cost is recognised. together with a corresponding increase in capital contribution from llic parent reserves in equity, over tlic period in which tlic performance anchor service
conditions are fulfilled in employee benefits expense. The cumulative expense recognised for eqpiiLy-seLLled transactions at each reporting dale nnlil ill e vesting dale reflects the
extent to which tlic vesting period has expired and die Companyâs best estimate of Hie number of equity instruments Hial will ultimately vest. Tlic expense or credit in tlic
c. Stu IV h^SK''d piLVIELClllS (COIl! ft)
Standalone Statement of Profit and Loss for a period represents the movement in cumulative expense reeognlsed as at the beginning and end of that year and is recognised in
employee benefits expense.
Service and non-market performance conditions are not taken into acconnl when determining the grant dale fair value of awirds, hut the like! ilfeciodi of I lie conditions being met
i s assewed as part of Ihe Company''s besl climate of the number of mqu ity instruments that will ultimately vest.. Market performance conditions are reflected wilhiii I he grant
date fair value. Any oilier conditions attached to an award, hut without an associated service requirement, arc considered to be noi-vesaing conditions. Nonwesting conditions
are reflected in the fair value of an award and lead to an immediate expensing of ail award am less there are also service and or performance conditions.
No expense is recognised for awards that do not ultimately vest because nen-market performance and or service conditions have not been met. Where awards include a market
or non-vesting condition, the Irmsaclims arc treated as veiled in''espcctive of whether Ike market or non-vesting condition is satisfied, provided that all oilier per foimaiice and/or
service conditions arc satisfied.
When die terms of an equity-settled award are medified. the minimum expense recognised is the grant dale fair value of Ihe unmodified award provided the original vesting
terms of''the award arc met. An additional expense, measured as at the due of modification, is recognised for any modification tlial increases the total fair value of the share-
bastd payment transact ion. Or is otherwise beneficial to ihe employee. Where an award is cancelled by the Company or by Ihe counterparty, any remaining element of Ihe lair
value of Uie award is expensed immediately through profit or loss.
The dilutive effect of ouldanding options is reflected sis itklilioual share dilution in the computation of diluted earnings per share
p. Foreign vurmicbrs
Tlie Ccuipany''s Stuidalqcie Financial Statements are presented in ?, which is also Ihe Compfllliyâs functional currency-
Transtictkuis tmrt balnncrs
Foreign currency trail actions arc translated into Hie functional currency rising the exchange rates at lire dates of lire transactions
Monetary assets and liabilities denominated in foreign currencies are translated at the spot rates of exchange at the reporting date. Exchange differences arising on settlement or
translation of monetary items arc recognised in Standalone Statement of Profit and Loss.
Nommonetary items I hat are measured in terms of historical cost in a foreign currency are translated using tire exchange rales at the dates of ihe initial S Transactions. Nori-moriclary
items measured at fair value in a foreign currency arc translated using the exchange rates at tlie date when ihe fair value is determined. Tire gain or loss arising on translation of
non-morietary items measured at fair value is treated in line with the recognition of 111 e gain Or loss on the change in fair value of lire item (i.e.. Iran slat ion differences on items
whose tair value gain or loss is recognised in OCl or profit or loss are also recognised in GCI or profit or loss, respectively).
q. Earnings per share
Basie earnings per share is calculated by dividing tlie net profit or loss for the period attributable to equity shareholders of the Company by the weighted average number of
equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent lliai they arc entitled to participate in dividends
relative to a fully paid equity share during the report iug period. Tlie weighted average number of equity sh ares outstanding during the period is adjured for events such as bonus
is&ue, bonus el email in a rights issue, share split, and reverse share split (consolidation of shares) that have changed tlie number of equity Glares outstanding, without a
corresponding change in resources.
Tor Uic purpose of calculating diluted earnings per ^iarc. die net profit or lo^ for the period attributable to equity shareholders of the Company and the weighted average number
of shares outstanding during the period are adjusted for the die els of all potential dilutive equity shares.
r. Initial Public Offering (IPO) Transaction,COrf
Tlie costs of an IPO that involves both issue and listing of new shares and listing the existing equity shares has been accounted for as follows:
* Incremental costs that are directly attributable to issuing new shares liras been deferred until successful completion of IPO upon which it iJiall be deducted from equity
(net of any income tax benefit ).
* Costs that relate to the slock market listing, dr rare otherwise not iiiCremeiilal rami directly attributable to issuing new shares, has hem recorded as ail expense in Ihe
standalone statement of pirafit and loss as and when incurred
* Costs that relate to both share i ssuauce aid I i st ins has been allocated between those fun ct ions on a rat icna I and consistent basis i .e. based on proportion of new shares
issued to the total number uf (new and existing) shares litfcd
2.4 Mafmal ramiimlirig, judgement s. cstimrates and assumptions
Hie preparation of the Company''s Standalone Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and tlie accompanying disclosures, and the disclosure of contingent liabilities. Actual results could differ from those climates.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future
periods.
Tlie estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and
fuLure periods aJTecied.
(I) Estimate* and assumptions
''file key assumptions concerning the future and oilier key sources of estimation uncertainly at Ihe reporting date, Ihat have a significant risk of causing a material adjinJinenl to
the carrying amounts of assets and liabilities within tlie next financial year, arc described below.
Tlie Company based its as^implicais and estimates on parameters available when Ihe Standalone Financial Slalements were prepared Existing circumstances and assumptions
about future developments, however, may change due to market changes or circumstances arising that arc beyond tlie control of the Company. Such changes are reflected in the
rassnm|H ions when they occur.
p) Fsliiuulre anti assumptions (ronFc!)
a. Fair value measurement oTflnandal Instruments
When llie fair values of financial assets: and financial liahi lilies recorded in llie Standalone Balance Sheet cannot be measured based mi cpmted prices ia active markets, I hear lair
value is measured using vain at kin techniques including die Discounted Cadi flows Model (DCF model) Tlie inputs In three models arc taken from observable markets where
possible, but where this is not feasible, st decree of judgement is retired in establishing fair values. Judemerits include considerations of inputs hilTi ns liquidity risk, credit
risk and volatility. Changes in assumptions about lliese factors could affect tJic reported fair value of financial instruments. Refer note 35 for further disclosures.
h. C''onliingiirrEes
Contingent liabilities may arise from the ordinary course of business in relation to claims against the Company, includiig legal and contractual claims. By their nature,
contingencies will be resolved only when one or more uncertain future events occur or tail lo occur. The assessment of the exigence and potential quantum of contingencies
inherently involves the exercise of significant judgement and the use of estimates regarding tlic outcome of future events. Refer note 32 for further disclosures.
c. Defined benefit plans {gratuity benefits)
Tlic cost of Uie defined benefit gratuity plan and I lie pic-erit value of the gratuity obligation arc determined using actuarial valuations. An actuarial valuation involves making
various assumptions dial may differ from actual developments in Ihc fid lire. These include the determination oft lie discount rate: future salary increases and mortality rates. Due
to I lie complexities involved in the valuation and ils long-term nature, a defined benefit obligation is highly sensitive to diaitges in these assumptions. All assumptions are
reviewed id each reporting date
''Hie parameter most subject to change is the discount rate. Iii determining the appropriate discount rate for plan operated in India, the management considers the interest rates of
government bonds where remaining maluriLy of Such bond correspond to expected term of defined Lienefil ohligsf ion. The mortality rale is based oil publicly available morlaJity
laides for India "Ihose mortality tallies lend lo change only at interval ill response to demographic changes. Future Hilary increases and gratuity increases arc based On expected
future inflation rates for India.
Further details atiout grainity obligations are given in note 29.
d. Provision for expected credit losses of trade receivables and contract assets
The Company estimates the credit allowance as per practical expedient based on die historical credit loss experience as enumerated in note 9(1),
e. Leases - KSUimiihi" I lie inciemeiital buj r cm Jug rate
Tlic Company cannot readily determine Die interest rate implicit in the lease,, therefore, it uses its incremental borrowing rate (1BR) to measure lease liabilities. ''Hie IJ3R is the
rale of inlered Dial Die Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary Lo obtain ai asset of a similar valute to the
right-of-use asset in a similar economic environment. âHie 1BR therefore reflects what Die Company "wooId have to payâ, which retires estimation w hen no observable rates
arc available or when they need to be adjusted lo reflect (he terms and conditions of tlic lease. The Company estimates the IBR. using observable inputs (such as market interest
rates) when available and is required lo make certain entity-spedfic estimates Refer note 31 for further disclosures.
f. Share-based payments
Tlic Company measures die cost of equity settled transactions with employees at tlic grant dace using a. Black Scholcs model for General Employee Share Option Plan (GE5P)
and ''Capillary Employees Stock Option Scheme1 - 2021 (CESP). Tins estimation also requires determination of the most appropriate inpuls to die valuation model including die
expected life of the share options, risk free interest rate, volatility, dividend yield and time value of money and making assumptions about them. Tlic assumptions and model
used fer estimating the fair value of die share based payments arc disclosed in note 30.
g. Capitalisation of Internally generated soft ware
Tlic Company tins identified certain intangible:; which arc twing internally generated. In the research phase of ;ui internal project, an entity cmuuL demonstrate that an intangible
asset exists that will generate probable future economic benefits. Therefore, this expenditure is recognised as an expaise when it is incurred. An intangible asset arising from
development (or from tlic development phase of an internal project) dial I be recognised if, and only if, ail entity can demonstrate all of the following:
(a) the technical feasibility of completing the intangible asset so that it will tve available for use or sale.
(b) its intention to complete tlic intangible asset and use or sell it.
(c) its ability lo use or tell llie intangible asset
(d) how tlic intangible asset w ill generate probable fiiturc economic benefits. Among ether things, tlic entity can demonstrate the existence of a. market for tlic output of the
intangible asset or tlic intangible asset itself or. if it is to be used internally, tlic usefulness of die intangible asset.
(c) tlic availability of adequate technical, financial and other resources to complete the development and to use or sell tlic intangible asset.
(f) its ability to measure reliably die expenditure attributable to tlic intangible asset during its development.
âflic Company had completed lhe research and acceptance phase and Die projects arc in the development phase, llie Company lias clone evaluation of Die internally generated
software and concluded on being treated as intangible assets. Refer note 4 for further disclosure.
h. Taxes
Deferred tax assets are recognised for unused tax losses to Die extent Dial it is probable Dial taxable profit will lie available againH which the same can be utilised. Significant
management judgement is required to detenu iue llie amount of deferred tax assets dial can Lie recognised. Leased upon the likely timing and Ihc level of future taxable profits
together with future tax planning strategics Refer note 27 for further disclosures.
Tlic OomfKuiy has carried forwarded lax lories. The Company neither have any taxable temporary difference nor any tax planning opportunities available that could [gully
support Die recognition of these losses as deferred tax assets. On this basis, the Company has determined Dial it cannot recognise deferred tax assets on Lhe tax losses carried
forward.
k. c ilsIl flow stutenueni
Cash flows arc reported using indirect method, whereby net profits-'' (loss) before lax is adjusted for tlic effects of transactions of a non-cash nature and any deferrals or accruals
of past or future cash receipts or payments mid items of income or expenses associated with investing or financing cadi Hows. Mil cash Hows from regular revenue generating
(operating activities), investing and financing activities of the Company are segregated.
2.5 RicthI proiioLuirnnonl
Minislry of Corpoiate Attains (âMCA") notifies new £ijL-u1ari:l£ oj amemliimts to the existme standards under Companies (Indian Acconiitiiig StandETiish Rjnlcs as issued from
time lo lime. Fur the yeur ended Mundi 51, 2025. MCA :i;is notified I ml AS 112 InsUnuiec CuiiLmets an d amendments to lid AS 116 - Leases, retains to sale ind Itiiehtde
tiansadtions. Hit Company has reviewed the new pronouncements and tua-scd oil its evaluation has determined llial il is not applicat>le to llie Company.
1 Pirsuiiul to the approval of Board of Directors dated January 18, 2025, the Company approved the allotment flf94,785 equity shares efface valje eft 2 cadi at a price of t 326.7
per equity share f including securities premium of ? 52-1.7 per equity share j for an amen ml aggregating to ? -19.92 million on a private placement basis under the provisions of the
Companies Act, 2013 atid all oilier applicable laws and regulations
1 Pnsuant to tlie approval of Board of Direc tors on miifcqile dates during like previous year ended March 31, 2021, llie Company had approved the allotment of 2,759,755 equity
shares of face value of? 2 cadi at a price of? 308 per equity share (including securities prcmiim of? 306 per equity share) for an amouiri apgrca.atiika.lo ? 850.00 million on a private
placement basis under ihc provisions of the Companies Act* 2013 and all oilier applicable laws and rcpnlalions-
'' lymjunl to the iqipnmil of llocrd of Director* dirt cd Mureli 28, 2021, 11 it Company had approved Lhc sil loLrriciiL of 11,052,223 equity *hurc* of lace value oft! 2 each at n price of?
44 per equity share Cinclud in.e securities premium of ? 42 per equity share) for an amount aggregating Id ? 436.29 million by way of right issue to the exiting shareholders under die
provisions of Companies Act, 2013 and all oilier applicable Iosvb and regulations duruig tlic previous year.
4 Pirsuant to tlie approval of Board of Direct ors dalcd January 29,2024 â Ihc Company had approved die allotment of 435,065 equity shares of face value of ?2 each at a price of ? 308
per equity share i including securities premium of? 306 per equity share) for an aniouul aggregating to ? 131.00 million for consideration other than cash consequent to conversion of
cxlaual commercial borrowings to Capillaiy Technologies International Pic. Ltd., Ihc Holding Company during die previous year.
Pursuant 16 the approval of tlie Board of Directors, tlie Company had approved the conversion of Compulsory Convertible Debentures (CCDs) issued during the previous year ended
March 31, 2.024 into 5,524,350 equity shares of face value of ? 2 each at a price of ? 308 per equity share (including securities premium of? 306 per equity share) for an amount
aggregating to ? 1,701.50 million on a private placement basis under Lite provisions of Companies AcL 2013 and all other applicable laws and reguhtions.
'' Pirsuanl to (lie approval of Nomination and Remuneration Coniniltce dated November 15. 2023, tlie Company had approved the allotment of 571,064 equity shares arisen out of
exercise of vested employee stock options under Cap diary ESOP-2021 Scheme. The ESOPs exercised were offhee value of? 2 each m a price of? 307.80 per equity share (including
secuiLies premium of? 305.30 per equity share) for ari amount aggregating to ? 175.77 mill ion during the previous year.
(v) Rials! s, preference ;i1.11J resliictJofi Attached! to equity Ahrair-ps
The CompniTy has nth one class of equity Glares Iravins* par value of? 2 per share t March 31,2024: i 2 per slure). Each holder of equity shares is entitled to me vote per share. Tlsc
Company declares and pays dividends hi Indian Ri^tecs. The dividend proposed by the hoard of Directors is subject to line approval of like shardiolders in the ensuing Annual General
Med ing
Tn the event of liquidation of like Company the holders of equity shares will be eiriitlcd to receive remaining assets of the Company, alTcr distribution of all preferential amounts. Hie
distribution will be in proportion to the number of equity shares held by the shareholders.
fvi> Right?. preference and restriction attadml So preference shares
The Company had only one class of preference shares having par value of? 10 per share-
Each compulsorily convertible preference share had a par value of? 10 and was convertible at the option of I lie Company into equity shares of the Company prior to the expiry of 20
years from liie dale of such issuance.
Hie preference shares carried a dividend of 0.01% per annum. Dividend was to be paid as and ufieii it is paid and declared oil die equity slurcs. ''Jlie dividend rights are noil*
cumulative. The preference drarcs rank ahead of Uic equity shires in ''lie event of a liquidation.
The Company hud incurred cash looses during lie previous year ended March 31, 2024, which had refilled in substantial erosion of net worth of (he Company. ''lire management of
like Company basis its business plan as approved by the Board of Directors expec ted that there will be a significant increase in die operations of the Company that will lead to
improved cash flows ar.d long-term sustainability and the Company will be able to generate sufficient profit in fijture years to meet die operational requirements as they arise and to
meet il< liabilities :is and when I hey fall due- Further during the pervious year ended March 3 1,2024 llierr Irad heen ;i signi liirant reduction in (tie Icxs ¦icurrrd by I hr company and
corresponding increase in revenue earned. Accordingly, the standalone linanctal statements of the Company had been prepared on a going concern basis and do not include any
adjustment* relating to I he c?rryir® amount and claH*ificaiinn of rtspd n or the amount* and chins i Head ion of liahi lil ies that may lie necessary if the entity is triable to continue w a
going concern respectively.
.Nature and purpose or reserves
14.1 If i*iMined earnings
Retained earnings are the losses that the Company has earned till date, less any transfers to general reserve, dividends or oilier distributions paid to shareholder?. Retained earnings is
a tree reserve available to the Company and eligible for distribution to shareholders.
14.2 Capital eonlribnlion Irani the 1Eaiding, CtimpJUty
Hie Company''s Holding Company had a share option scheme tinder which it granted employee slock options to certain employees of the Company without any cross charge. Capital
contribution from t lie Holding Company is used to recognise the value of equity-sell led share-based payments provided to employees of the Company, including key management
personnel, as part of their rem.incrar:on, by the Holding Company, refer note 33 for fijrtJicr details.
14.3 Securities premium
''Ihr arnrurit received m QgOttiR of face value Off llir equity dcirfs i^c recognised in Securities Pmianim as prr I fie iimvimori Off Companies Aci. 74113 Thl* reserve is utilised in
accordance witJi die provisions of the Acl
14.4 Shar e bused payment reserve
Hi.: share hased payment reserve is used to recognise the grant date fair value of options issued to employees of llte Company under Kmployec Slock Option rlai.
IiLtrm-t Mild security notes to Borrowings;
The Company had enured, into debenture bust deed d^jLed March 29, 2023 lor issue of 6,000 (six thousand) hilly paid, unlisted, secured and redeemable non-convertible
debentures (NCD) of face value of? 1.00.000 each, aggregating to an amount of ? 600 million for general corporate purposes. As on March 31,202-1, the Company has issued
6,000 hilly paid, NCD, on a private placement basis, aggregaiing to an amount of? 600 million. Hie NCI3 c a tries- fixed coupon rate of ]4.$% per annum, payable monthly on
first of each niomli from the date of disbursement. The NCR shall mature cn April 01, 2023 and Ilie priicipal amount of NCD are payable in equal monthly instalment
¦¦I 1.1 iu Ei-i''ii. Hcptciidici 01,2023. The NCD ^eunctl by way of 111 Ml p;*i pa>u i_)t.u gc «i all ilie existing liemc, fixed, ii-.hi-liii ten! and Liiuml mishd^, im hiding any and all
intellectual property and die intellectual property rights will respect to these movables preseitt arid future, accounts. cashflows, receivables, book debLs. revenue, equipment,
inventory-, cpntraci ris^Jila or I''is^Jit to paynent of money, leases, license agaccn:cii(. franchise agreement*,. gtKxlwill, uncalled Capital, general intangible*!, dix''iBuciil.*,
instruments (including any promissory notes i, dialtel paper (whether tangible or intangibles), cadi, deposit accounts, fixtures, letter of credit rights (whether or not the letter
of credit is evidenced by writing) and all other investment property of the Company. The NCD is also secured by way of unconditional and irrevocable corporate guarantee
from Capillary Technologies luLcniaflimaI Pie Lid, Singapore, the Holding Company. The Company has re-paid the entire amount as at March 31,2025.
â Tlie Company ha; availed a bajik overdraft facility carrying interest rate linked to die interest rate of the underlying fixed deposits (provided -is security) 150 basis points.
The bank overdraft facility is payable on demand. Hie loans are secured by way ofltypothecation of stocks, bills, book debts and receivables and lixed deposits held as margin
mtiney« The xlalemeiriv ef cnrreiM aKxct* filed mnrilhly with bankt; lire ¦¦ agreementi; wiili the hook of af counts.
J The Company has availed bank overdrahs facility from various banks, sales invoice discounting facility and pr&''post diiptnciiL credit facility carrying interest at RliPU as
reference rate and Secured Ovcrniglri Financing Kate (SOFR) plus 1"5 to ISO basis points per annum. ''Hie sales invoice discounting facility and pre-''post shipment credit
facilities is payable iri ISO days Iran Lhe disbursement of the loan or the due date of the discounted invoice, whichever is earlier. The loans are secured by way of
hypothecation of stocks, bills, book debts and receivables and fixed deposits held as margin moneys by a bank. Further, die loan is also secured by way of a pari pasu first
charge over all Ilie existing and liiure current assets (excluding receivables disentitled by other banks) and moveable lixed assets. The statement of current assets filed
monthly with banks are in agreements with the bool, of accounts.
The Company lias not been declared wilful defaulter bv anv basic or financial iislitiitiou or government or government authority.
28 Earning?/ (Loss) per share (FPS)
Basic EPS is calculated by dividing die proflt/fk)??) for the year attributable to equity shareholders of the Company by die weighted average number of equity shares
outstanding during the years Partly paid equity shares arc treated as a fraction of an equity sliare to the ctfait that they were nil it led to participate in dividends
relative to a lidly paid equity share during the reporting years. Hie weighted average m imbcr of equity shares outstanding during I lie years is adjusted for events such
as bonus issue, bonus element in a rights issue, share split, and reverse sliare split (consolidation of sliarcs) dial have changed llic nuinber of equity shares
outstanding, without a corresponding c hinge in m^ourees.
Hiluted EPS is calculated by dividing die profit attributable lo equity shareholders by the weiglitcd average nuinber of equity shares outstanding during the years phis
the weighted average number of equity shares dial would be issued on conversion of all tiie dilutive potential equity shares into equity shares.
Potential ordinary sliarcs arc antidilutive when their conversion to ordhiary sliarcs would increase earnings per share or decrease loss per share from continuing
operations. The calculation of diluted eariiiigs per share does not assume conversion, exercise, or other issue of potential ordinary sliarcs that would have an
antidilutive effect on camiiigs per sliare.
H4I6E
j| Hie txlnuzle of luLnre alary mere ax ex, cai-jdued in actuarial valuation. lake account ol''inflation,. xericrily, iircniclicn miicI oilier rdevanL lari orx .xncli a* xiqijdy ;mcl rbinnnd factors in Hie
employmcnl hiltket.
ii| Han characteristies and associated risks:
Tlie Gratuity scheme is n Re lined Benefit Pbu llial guox-id:.''* foe a lump Mini payment made on exit either by w;iy of retirement, death, dbahiliy or volirtary willul''au''nl. Tht henefits aredelined
on Hit bias of final salary ami the period of service and paid as lump sum at exit. Tin- Han design means the risks commonly affecting flic liabilities and the financial icsullstrc expected to be:
;i. RixcounL rate ride: Tlie rlelined benefit oklicalioa calculated in>e.va lErcounL rate taxed on novel imienl trends. Tf bend yields fall,. Lite defined Irene lit oltliuulion will lend to increase
b, Salary inflation risk: Timber Ilinii expected increases in salary will incieaxe Ibe defined huLtlil oMi^alian
c. Deiii»Ejnj»Jiic risk : Tlas is l.l»e risk of varialiiELy of rcsnuJlx due la unsystematic nature of decrements that include modality, withckawal, disability and rctimnenl. Hie effect Of lliese
decrements on tlie deiiKd lieiKtil diligalirai is ml sliaiidil Unwind anil depends upon lire ccinliciiilicii uf salay increase* discounL nle and sestinj criteria. Tl is inipuflaiiL ihiL to ovei stale
vrilhdau als because ii tlie financial analysis llte retirement benefit of a -Itort carter employee lypicaty costs less per year as compared to a long service employee.
10 Share Imsed payments
l>escinlpttoiii I''f she share payment airanatinenH
"lilt Company has Capillary Employee Slock Option Scheme - 2ti21 ("CESF") plan. The share-based payment arrangements of th* Company is is below:
A Capillary Employees Slock Opsiai Scheme'' 2021 fCESF'')
Hit shareholders of Hie Company have approved iht Capillary Employees Stock Option Schtme'' - 2021 (CESP). Tlit plan provides for the Issue of 7,175.000 options to eligible employees and
eligible cireclBis of lltt Capillary Croup. Capillary Croup shall mean She Cccnpaiy and its wholly owned subeirSarits, either existing or aa may be incorporated from linte loiintt and ita Holding:
Company ami my successor tump-uiy UicrcoE
Tlie §i3;iq is ackiiinisLered hy a Hoard of Directors of llie Company . nominalim ami mmmcrnliou coiiiinillee condiLiried by Hie H-oard (as Ihe case i:i;iy be] (Ailumistmlor) . Curler CFSP ill
employees are entitled to a err ml of opticus once lliey have Ineni in service and clipltle based on conditions determined liy die Adjiani^rztqf. Hie exercise price shall lie as raay be iklennined by
Ihe Aihidnistralar al Hie lime of gran I of ofilioiiK |ircvided dial ilieexercise price shall nol be nure Ilian llie fair market value Ofllie shares as on llie daLe of graml of options.
There -fall be- a minimum period of one (l)year between Ihe grant of options and vesting of options, with a maximum period of ten (iff) years from Iht date of grant of sudi options. Vesting of
cjilioiis would be siriqlecl to continued employment with the Coufriuy hihI I 111- tuitions would vesl cti a qua deity Imsis. Hie option graulec may exercise llw vested options as pts the scheme.
Wolew
1. liit transactions with related partite art made by the Company on terms equivalent to tho?t that prevail in amit length transactions. Outstanding balances at the year end art unsecured and
settlement occurs in cash.
2. As die liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole. dit amount pertaining to remuneration to Ihe key managerial personnel art not
ascertainable and. dieretofe. not disclosed above.
3. In relied or die transactions with die related |nriies, Ike CTotnpany lias complied with tlie provisions Of Section I SB and Section 17T of (lie Companies Ac!, 201.1. where afijitncalilc, 2nd die
details have been dlsdnstd atove. as rtqurtd by tbt applicable accounting standard*.
A. Refer note 15 for burrowing willi regard t o securities given hy llie Holding Company for tin- loan facility availed by die Company.
S. the above infornialion has been determined to the extent such parties have been identified on die basis of mfomution available widi die Company.
34 Segment InTgrimdlcn UUsclosure pinoam So Lid AS JOS ''Operating Segmentsâ
Ksdv of iilenciryJiiii cperamigvc^eittxTfpcrtsMe segments
Operating segments are identified as those components of the Company fa) that encage in business activities to earn revenues and incur expanses (inducing transactions with any of die
Company''s other components): (b) whose operating results are regularly reviewed by die Company''s Management Team who are Chief Operating Decision Maker (OODM) to make decisions
ahouL resource allocation and performance asses ¦i:ici;l and (<) for which discrete financial information is availalile. Hie accoiaitiig policies consistently used 111 tlie |Tq]aration of flic standalone
financial statements are also applied to recced revenue and expenditure in incfividual segments. Assets, liabilities, levcnues and direct expenses in reldion lo segmetfls are categorised based on
items dial, are iacivididly identifiable to llul segment,. wide oilier items, wherever nllocatde, are apportioned to llie segment cn 111 ap|irapriate ba.-as. Certain items are not s|H;cilirally allocable
lo individnnl segments as Lite iBidedying services are used interdiaugedriy. The Coir|my therefore lielievcs dial it is not practical Lo |woviiie segiiKiit. dseflosure* relating Lo such items and
accordiiudy such item* are separately disclosed as âunallocated1.
Two or more operating segments may be aggregated into a angle operating segment if aggregation is consistent widi the core principle of Ind AS tots ⢠operating Segments'' i.e. die segments
have siiiilar economic character i.dic? and die segments aie 3a mil m in the nalmc of services, type or class of customer for their service* etc. CQDM evaluates die perform nice of the Company
hased on llie saugje operative segment as cloud Insed inlelligeiB cujd oilier engagement. Kollware sduliom- lo relal chain operators fCRM Services''). Therefore, diere is only cue reportable
segment called CRM services in accordance with the reqiaremeiiL of Ind AS I0G "Operating Segment*11.
Tlie I''crip''iny has presented segmeiflal infirinaliori in llie consolidated financial statements which are iiresenled in die same anunl report. Accord indy, in lemis of Parae.ia|ili -I of Snd AS I OB
''Opeialing Segment.*'' - nu dsclcc-uies lelaled lo 3-eienciil.s ue pie>e-iiled in lliese standalone financial ?lalcint!il*.
15 fin uncial iiislj''iiinr-n£>. i Cont''iLi
(0 FJnsinfJall risk mdnac.citicilI objectives *unf poUcles
''llit Company''s principal finincial liabilities comprise borrowing ¦ end lease liabilities. trade and ether payables. ''11k main purpose of the -t financial liabilities is to finance lit Company''s
operations. Hit Company''s principal financial assets include trade receivables. other financial assets aid cadi and bank balances derived from its operations.
la Iht course of its buanessr die Company is exposed primarily to fluctuations in loetign cmrency exchange rale-, imtresl rales. Iiquidty and crerit nsk. which may adversely inipad tit lair
value Of its? financial iudnaueiils. Tie Coupaiay lias a risk tiiaiiageiueiri | ml icy which not only cover.''- Ilic foreign exchange li''i:¦¦¦ bid also a I her ri.''kr associated willi llie financial lUttt mid
liabilities sueli isiiiLcicrt rale risks and crctif riaJtei. Tlic ¦ i & iimingcmcid policy ia appoved by die Demid of Directors. Hie risk management frtmcwOik aims to:
I''i''i create- n ?SaJhJc- finance pJnnrnrhg cnvironnu-nl by rednnno. lire impact of currency and inic-retl rnte flnclun lions. cm du- Ccfiipaiiy''fl hntrinc-ss plan,
liii achieve greater prediclaiiiHly lo earnings by deter mini nu; llie Hunncial value of lire expected earnings-in advance
Murkcl ride
Market risk is llie rid; lliai change.'' in market |irices e.g. foreign exchange rates,. inleresL rates and erpiiLy prices will affect the canqKitiy income cr llie value of its liohlings of financial
iastrumeiris. ''Use objective of market risk iiizuageiiKiil is to manage and control market risk exposures wiiliin acccfitahle parameters, while op li mi .a tig. the retuni.
(I i ?> Injfcel risk Interest race risk
Interest rate risk is die risk lAiaL the lair value or Hrliire c ids flows of a financial iusLmmcul will Uncinate because of cfiiuges in market isiBere.d rates. Hie fornpanyâs cxgto.''iirc to die risk ol''
change-s in nurtc-t interest rales relates primarily Id iht Company''s debt obligations with floating interest talcs. Thus profits and cash flows from financing activities arc dependent on market
iatcresL rates, Further, any decline in llie credit ratting. ol''die Company will have an adverse impact on llie interest rales.
(If) Ci-tilt risk
CrecM risk refers Id the nek of default on He obligation tk Hit counterparty resulting in a financial loee. Tbc- maximum exposure lo Hit crtdl nsk at the reporting date is primuiJy from trade
receivablesamounting to i IMJ53 million and â 433.26 million teat March 31r2025 and March 31 r 2021 respectively. Trade receivableincludes both secured and unsecuredrtceivabies and are
derived from revenue earned from domestic and Ovcraea® hi 4 tmn&. Cicdfl iisis lint always been mui-igcd In- Uic Company Ihrougli Lokiiig security1 deporih- and bank guoi-ejiIcc> bail cuefloaiicrs.
crerfl anwovnl^ edalilisliiig. creiil linats and cortimioudv monitoring the creclil worthiness of cudomer* lo wlicfli Hit Cofiqmiiy l''i ud ¦¦ crtdil lernis in the normal cotree Of lmsinejk. Hie
Company follow-c ''din|ilified approach* Tor recognition oT impairment loses allowance On Ira lr receivable, I ruder Hie simplified approicti, Hit Coni|nriy sloes nn| track Changes in crecfil ride.
Rnlher, il rcepGiuye>'' inpairineiiL loss allowance Ija-t-d on lilelime expected crecfit toieres nl ezdi i«i:¦ 1111m date,. sasrfil Ironi initial recoignlion. Hie cnnp''iiiy uses a provision matrix to determine
impairment loss allowance on the port folio el trade receivables. lire provision matrix lakes into account. available external and internal eredil risk factors and thr Company''s historical experience
wiili cndoiners An impairment analysis is iKrfonraid at each reporting dtle on an individual Isiris lKi.>~etl on lastfrical rfala of eredil lasses. i''rcrfl ride on cadi and cadi eqiavalents including
other bank balances, investment in mutual funds and debt seraritica is limited is the Company generally mvesi in deposits with banks, financial institutions and counterparties with high credit
ratings assigned by international and domestic crecfil rating agencies.
For ageing analysis of die Hadr receivables, refer Note 9.2.
(iii) The Company ha? ito such t
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