a In the previous year, the Company had received an Interim and Final Arbitration Award ("Arbitration Awards") from the Arbitral Tribunal relating to the arbitration proceedings between the Company and the shareholders of Mistral Solutions Private Limited ("MSPL") and MSPL for discharge of purchase consideration payable towards acquisition of MSPL. In accordance with the Arbitration Awards, the Company had completed acquisition of MSPL by discharging the purchase consideration for all the phases and filed an application with the National Company Law Tribunal, Mumbai (the "NCLT Mumbai") to withdraw the scheme of amalgamation. The Company had recorded an additional charge of ' 6,738.84 lakhs during the previous year ended 31 March 2023 as an exceptional item (refer note 26). During the year, the NCLT Mumbai has granted permission for withdrawing the scheme of amalgamation and accordingly, the scheme of amalgamation is withdrawn.
b The Company was carrying 100% investment in equity shares of MSPL including 1,679,359 equity shares of MSPL held through Explosoft (representing 41.28% shareholding of MSPL) as Investments in MSPL. Pursuant to completion of acquisition of 100% shares of Explosoft during the previous year; Investments in equity shares of Explosoft of ' 7,213 lakhs representing the purchase consideration paid, is separately recognised under Investments.
c During the previous year, the Company issued Unrated, Unlisted, Secured Non-Convertible Debentures ("NCDs") aggregating ' 14,500 lakhs to a financial institution ("investor") repayable over three years at an interest rate of 15.75% - 16.00% per annum, payable quarterly. The Company also entered into an Investment Agreement with the aforesaid Investor and provided a Right to Invest ("Share Warrants") in the Compulsorily Convertible Preference Shares ("CCPS") of the subsidiary, MSPL, at an agreed value and mutually agreed terms and conditions. Share Warrants are classified as Derivative Liability carried at Fair Value through Profit and Loss. The Company recorded a Share Warrants expense of ' 565.18 lakhs in the Statement of Profit and Loss and reduced the equivalent amount in investment in equity shares of MSPL in the Balance Sheet.
During the year ended 31 March 2024, the abovementioned NCDs together with other borrowings aggregating ' 21,000 lakhs has been refinanced at a lower interest rate of 12.75% per annum through the issuance of Unlisted Unrated Secured Redeemable Non-Convertible Debentures through another financial institution. The Company has recorded a one-time expense of ' 667.40 lakhs relating to an unamortised portion of borrowing costs and prepayment charges on the aforesaid refinancing. The same has been grouped under finance costs for the year ended 31 March 2024.
On 29 September 2023, MSPL has entered into an Amendment to Share Subscription cum Shareholders' Agreement dated 22 July 2023 on 29 September 2023, thereby amending the terms of right of investment by the Investor, wherein the Investor is entitled to invest only upon discretion and consent of MSPL. Consequent to the aforesaid amendment, the provision for diminition in investment of MSPL aggregating ' 565.18 lakhs has been reversed through Statement of Profit and Loss for the year ended 31 March 2024.
d During the year, the Company acquired Epcogen Private Limited ("Epcogen") engaged in engineering design and solutions for energy sector, through a payment of fixed purchase consideration of ' 2,625 lakhs and a contingent purchase consideration payable over a period of three years, dependent upon earnings of Epcogen for the period 1 April 2023 to 31 March 2026, with a maximum amount of ' 700 lakhs.
* The entire purchase consideration payable for the acquistion of MSPL is discharged by the Company except for certain individual shareholders that are in the process of settlement.
f Based on the impairment assessment of investment in subsidiary i.e., MSPL, the Company has reversed an impairment loss aggregating ' 5,073.97 lakhs during the previous year ended 31 March 2023, refer note 26.
g On 11 July 2022, the Company had sold the investment in its associate ASSYSTEMS AXISCADES Engineering Private Limited (AAEPL) for a consideration of ' 222.55 lakhs. The Company had recognised a loss of ' 4.95 lakhs on sale of the aforesaid investment in the Statement of Profit and Loss for the year ended 31 March 2023 (refer note 25).
(i) Fixed deposits of a carrying amount ' 341.07 lakhs (31 March 2023: nil) have been deposited as margin money against the issuance of 12.75% Unrated Unlisted Redeemable Non-Convertible Debentures.
(ii) Fixed deposits of a carrying amount nil (31 March 2023: ' 19.63 lakhs) have been deposited as bank guarantee in favour of various government authorities and customers.
(iii) Fixed deposits of a carrying amount ' 712.00 lakhs (31 March 2023: nil) have been deposited as margin money against the packing credit facility and the term loan availed from a bank.
(iv) Includes ' 348.17 lakhs (31 March 2023: ' 504.95 lakhs) from related parties (refer note 28)
Refer note 15 for details of assets pledged as security for borrowings.
(i) During the year, the Company allotted 425,632 equity shares (31 March 2023 - 285,280) of ' 5 each aggregating ' 21.28 lakhs (31 March 2023 - ' 14.27 lakhs), consequent to the exercise of stock options by employees of the Company under the "AXISCADES ESOP 2018 - Series 1" and "AXISCADES ESOP 2018 - Series 2".
(ii) During the year, the Company allotted 3,323,262 equity shares of ' 5 each at an issue price of ' 662 per equity share through Qualified Institutional Placement (QIP) process. Refer note 46.
(b) Terms and rights attached to equity shares
The Company has only one class of equity shares having a par value of ' 5 per share. Each holder of equity shares is entitled to one vote per share. Dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting and shall be payable in Indian rupees. In the event of liquidation of the Company, the shareholders will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(h) Shares reserved for issue under options
The ESOP scheme titled "AXISCADES Employee Stock Option Plan 2018 - Series 1" and "AXISCADES Employee Stock Option Plan 2018 - Series 2" was approved by the Shareholders of the Company vide resolution passed at the Extra Ordinary General Meeting through postal ballot held on 31 March 2018 in respect of grant of options exercisable into equity shares of face value of ' 5 each fully paid-up, not exceeding 3,020,762 equity shares or 8% of the paid up equity shares of the Company from time to time. Further, the Company has got its shareholders approval in its 31st AGM dated 28 September 2021 for increase in the pool of ESOP additionally by 2,643,167 options under scheme "AXISCADES Employee Stock Option Plan- Series 2" ("ESOP Series 2") thereby the total pool under "ESOP Schemes" shall not exceed 5,663,929 shares or 15% of the paid-up equity shares of the Company from time to time. The total number of options outstanding as on 31 March 2024 is 3,870,381 shares (31 March 2023: 5,014,394).
Nature and purpose:
Securities premium
Securities premium is used to record the premium on issue of shares. The reserve will be utilized in accordance with the provisions of the Companies Act, 2013.
Hedge Reserve
The Company uses hedging instruments as part of its management of foreign currency risk. For hedging foreign currency, the Company uses foreign currency forward contracts. To the extent these hedges are effective, the change in fair value of the hedging instrument is recognised in the hedging reserve. Amounts recognised in the hedging reserve is reclassified to the statement of profit or loss when the hedged item affects profit or loss.
Retained earnings
Retained earnings are the profits/(losses) that the Company has earned till date. Retained earnings include re-measurement loss/ (gain) on defined benefit plans, net of taxes that will not be reclassified to the Standalone Statement of Profit and Loss.
Capital reserve
Capital reserve is created pursuant to Amalgamation of India Aviation Training Institute Private Limited("IAT") with the Company with effect 1 April 2016.
Share based payment reserve
The share based payment reserve is used to recognise the value of equity-based share based payments provided to employees, including key management personnel, as part of their remuneration. Refer to note 39 for further details of these plans.
a) Details of security for borrowings
(i) The 12.75% Unrated Unlisted Redeemable Non-Convertible Debentures of ' 21,000 lakhs is secured by first pari-passu charge over all assets (including movable and immovable PPE, intangible assets and intellectual rights, current assets and non-current assets) of the Company and subsidiary companies, AXISCADES Aerospace & Technologies Private Limited and MSPL, property owned by step down subsidiary, Enertec Controls Limited, at Electronic City, Bangalore, pledge of 100% shares of MSPL and Corporate guarantee from subsidiary companies, MSPL, AXISCADES Aerospace & Technologies Private Limited, Enertec Controls Limited and Explosoft Tech Solutions Private Limited. The Company has repaid ' 10,500 lakhs during the year and the rest is repayable in 5 quarterly installments starting from June 2026.
(ii) The 15.75% Unrated Unlisted Non-Convertible Debentures of ' 10,000 lakhs is secured and repayable in 12 equal monthly installments of ' 833 lakhs starting from August 2024 and 16% Unrated Unlisted Non-Convertible Debentures of ' 4,500 lakhs is secured and repayable on December 2023 (together referred to as "Debentures"). The Debentures are secured by exclusive charge on the movable assets and intangible assets of the Company and subsidiary company, MSPL. Also pledge of 100% shares of the subsidiary company, MSPL and corporate guarantee by Jupiter Capital Private Limited, the Parent Company. The 15.75% and 16% unrated unlisted secured non-convertible debentures was fully repaid during the year ended 31 March 2024.
(iii) Loan from related parties includes unsecured intercorporate loans of
a) The Company had taken an inter-corporate deposit ('ICD') from Cades Studec Technologies (India) Private Limited ('CSTI'), a subsidiary amounting to ' 250 lakhs and ' 400 lakhs repayable by July 2023 and November 2023 respectively, which carries an interest at the rate of 9% per annum. During the year ended 31 March 2024 the aforesaid ICDs has been repaid and new ICDs have been extended amounting to ' 250 lakhs and ' 400 lakhs by one year i.e. October 2024 and December 2024, respectively, which carries an interest at the rate of 11% per annum. Further a fresh loan of ' 500 lakhs repayable by November 2026, which carries an interest at the rate of 11% per annum.
b) ' 500.00 lakhs from subsidiary company, Axiscades Aerospace & Technologies Private Limited is unsecured and repayable on June 2025, carries an interest rate of 9% per annum.
c) ' 6,363.37 lakhs from subsidiary company, Explosoft Tech Solutions Private Limited is unsecured and repayable on December 2024, carries an interest rate of 13% per annum, includes principal portion of ' 3,614.52 lakhs and accrued interest of ' 2,748.85 lakhs.
d) New loan of ' 300.00 lakhs from step down subsidiary company, Mistral Technologies Private Limited is unsecured and repayable on December 2026, carries an interest rate of 11.50% per annum.
e) New loans of ' 1,200 lakhs and ' 2,000.00 lakhs from subsidiary company, Mistral Solutions Private Limited is unsecured and repayable on December 2026 and May 2026 respectively, carries an interest rate of 11.50% per annum.
f) ' 4,616.97 lakhs from parent company, Jupiter Capital Private Limited is unsecured and repayable on July 2023 carries at an interest rate of 18.50% per annum and is fully repaid during the year using the proceeds of 12.75% unrated unlisted redeemable non-convertible debentures.
(iv) Term loan of ' 2,000.00 lakhs from financial institution was secured and repayable in equal quarterly installment of ' 200.00 lakhs starting from August 2023, carries an interest rate of 14.50% per annum. The loan was secured by exclusive charge on current assets, movable assets of the Company and subsidiary, AXISCADES Aerospace & Technologies Private Limited, land and bulidings of the Company and step down subsidiary, Enertec Controls Limited, and pledge of shares of the Company with minimum cover of 1.15x of the loan amount. Further, unconditional and irrevocable corporate guarantee of Parent Company, Jupiter Capital Private Limited, and subsidiaries, AXISCADES Aerospace & Technologies Private Limited and Enertec Controls Limited. This was fully repaid during the year.
(v) Vehicle loan of ' 40.99 lakhs from Toyota Financial Services India Limited is secured and repayable in equal monthly installment of ' 1.28 lakhs from April 2022.
(vi) Packing credit facility in foreign currency ("PCFC") and Cash credit from banks are secured by exclusive charge on current assets, movable fixed assets, property owned by step down subsidiary, Enertec Controls Limited at Electronic City, Bangalore, fixed deposits of ' 700 lakhs and corporate guarantee from step down subsidiary company, Enertec Controls Limited. Additionally, 10% cash margin in the form of fixed deposits lien to be maintained. Further, shortfall undertaking and letter of responsibility is backed by board resolution from Jupiter Capital Private Limited, the Parent Company.
(vii) The 15.75% and 16% Unrated Unlisted Secured Non-Convertible Debentures along with other borrowings which were outstanding on 31 March 2023 have been refinanced at a lower interest rate of 12.75% per annum through the issuance of 12.75% Unrated Unlisted Redeemable Non-Convertible Debentures referred in note (i) above.
(viii) During the year, the Company has availed the term loan amounting to '500 lakhs from bank repayable in 60 equal monthly installments of ' 5.78 lakhs. It is secured by exclusive charge on current assets, movable fixed assets, property owned by step down subsidiary, Enertec Controls Limited at Electronic City, Bangalore, fixed deposits of ' 700 lakhs and corporate guarantee from step down subsidiary company, Enertec Controls Limited. Additionally, 10% cash margin in the form of fixed deposits lien to be maintained. Further, shortfall undertaking and letter of responsibility is backed by board resolution from Jupiter Capital Private Limited, the Parent Company.
b) Loan covenants
Term loan from banks and financial institutions contain certain financial covenants such as debt service coverage ratio, total debt as a percentage of total net-worth etc. The Company has satisfied debt covenants prescribed in the terms of bank loan except debt repayment to net operating income.The Management is of the view that this is a minor breach, the Company has taken the waiver letter from the bank and hence no adjustments are made to Standalone Financial Statements in this respect.
Asset retirement obligation
The Company has recognised a provision for asset retirement obligation associated with premises taken on lease. In determining the fair value of the provision, assumptions and estimates are made in relation to the discount rates, the expected cost to dismantle and remove furniture and fixtures from the leased premises and the expected timing of these costs. The carrying amount of the provision as at 31 March 2024 is ' 55.08 lakhs (31 March 2023: ' 50.42 lakhs). The Company estimates the costs would be realised within 4 - 5 years time upon the expiration of the lease and calculates the provision using the DCF method based on the following assumptions:
20.1 Disaggregated revenue information
The table below presents disaggregated revenues from contracts with customers by geography and timing of revenue recognition. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of revenues and cash flows are affected by industry, market and other economic factors.
Trade receivables are non-interest bearing and are generally on terms of 30 to 120 days. In 31 March 2024, ' (0.97) lakhs (31 March 2023: ' 28.36 lakhs) was recognised/(reversed) as provision for expected credit loss on trade receivables. As at 31 March 2024, the Company has provision for expected credit losses of trade receivables of ' 261.72 lakhs (31 March 2023: ' 262.69 lakhs).
The Company classifies the right to consideration in exchange for deliverables as either a receivable or as unbilled revenue. A receivable is a right to consideration that is unconditional upon passage of time. Revenue in excess of invoicing are classified as contract assets (unbilled revenue) while invoicing in excess of revenue are classified as contract liabilities (unearned revenue).
Contract assets relates to revenue earned from engineering design services rendered within the financial year and for which invoicing happens subsequent to the year end. As such, the balances of this account vary and depend on the quantum of engineering design services at the end of the year.
Contract liabilities include short-term advances received from customers to provide engineering design services. Advance from customers pertain to balance received as advance from various parties as certain percentage of the order value. The same will be adjusted against the order on the basis of delivery and collection of receivables.
20.3 Performance Obligation
The performance obligation is satisfied upon the providing of services as and when rendered. The Company has applied practical expedient and has not disclosed information about remaining performance obligations in contracts, where the original contract duration is one year or less or where the entity has the right to consideration that corresponds directly with the value of entity's performance completed to date. Consequently, disclosure related to transaction price allocated to remaining performance obligation is not material.
20.4 There is no difference in the contract price negotiated and the revenue recognised in the statement of profit and loss. There is no significant revenue recognised in the current year from performance obligations satisfied in previous years.
27 Loss per share (EPS) (basic and diluted)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent (after adjusting for interest on the convertible preference shares) by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
For the purpose of computaiton of diluted EPS for the year ended 31 March 2024 and 31 March 2023, the effect of stock options granted under ESOP scheme have not been considered as the effect of these potentially diluted equity shares are anti-dilutive.
(a) As the future liability for gratuity is provided on an actuarial basis for the Company as a whole, the amount pertaining to individual is not ascertainable and therefore not included above.
(b) Total employee benefit expense includes employee stock compensation expense of ' 389.05 lakhs (31 March 2023 -' 396.29 lakhs) for Mr. Arun Krishnamurthi, and ' 291.79 lakhs (31 March 2023 - ' 297.21 lakhs) for Mr. Shashidhar SK, respectively included in the employee stock option scheme expense in the Standalone Statement of Profit and Loss account.
i. Terms and conditions of transactions with related parties
Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2023: nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
ii. Loan to its subsidiary
The loan granted to Explosoft Tech Solutions Private Limited is intended for the purpose of meeting their working capital requirements. The loan is unsecured and repayable in full on 5 January 2025 and 17 April 2026. Interest is charged at 10%-11.5% per annum. The loan has been utilized for the purpose it was granted.
The loan granted to Epcogen Private Limited is intended for the purpose of meeting their working capital requirements. The loan is unsecured and repayable in full on 19 February 2026. Interest is charged at 11.50% per annum. The loan has been utilized for the purpose it was granted.
iii. Corporate Guarantee
During the year, the Company has received corporate guarantee from its subsidiaries, Mistral Solutions Private Limited, AXISCADES Aerospace & Technologies Private Limited, Enertec Controls Limited and Explosoft Tech Solutions Private Limited and against the issuance of 12.75% unrated unlisted redeemable non-convertible debentures of ' 21,000 lakhs. The Corporate Guarantee outstanding as at March 31, 2024 is ' 10,500 lakhs.
29 Right-of-use assets and lease liabilities
Right-of-use assets and lease liabilities
Company as a lessee
The Company has lease contracts for immovable properties and computers. These leases are for a period ranging from three to nine years.The Company's obligations under its leases are secured by the lessor's title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets. These lease contracts include extension and termination options.
The Company also has certain leases of computers with lease terms of 12 months or less. The Company applies the 'shortterm lease' recognition exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the year:
The Company had total cash outflows for leases of '1,557.32 lakhs for the year ended 31 March 2024 (31 March 2023: '1,287.76 lakhs). The Company has made non-cash additions of '1,178.04 lakhs (31 March 2023: '2,102.26 lakhs) and '1,099.45 lakhs (31 March 2023: '2,010.23 lakhs) to right-of-use assets and lease liabilities, respectively. There are no future cash outflows relating to leases that have not yet commenced.
The Company has certain lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company's business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised
30 Capital and other commitments
As at 31 March 2024, the Company has a commitment of ' 96.67 lakhs (31 March 2023: ' 51.13 lakhs).
31 Capital management
For the purpose of the Company's capital management, capital includes issued capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximise the shareholder value.
In order to achieve this overall objective, the Company's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank/ financial institution to immediately call loans and borrowings. There has been breaches in the financial covenants of any interest-bearing loans and borrowing in the current period and the Company has taken the waiver letter from the bank (refer note 15(b)).
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt interest bearing loans and borrowings, lease liabilities, less Cash and cash equivalent.
There have been no transfers among Level 1, Level 2 and Level 3 during the year ended 31 March 2023.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The Management assessed that the fair value of Cash and cash equivalent, trade receivables, loans, other financial assets, trade payables and working capital loans approximate the carrying amount largely due to short-term maturity of these instruments.
Valuation technique used to determine fair value of derivative contracts
The Company enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Foreign exchange forward contracts and Currency options are valued using valuation techniques, which employs the use of market observable inputs. The most frequently applied valuation techniques include forward pricing using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates of the underlying commodity. As at 31 March 2024, the mark-to-market value of other derivative asset positions is net of a credit valuation adjustment attributable to derivative counterparty default risk. The changes in counterparty credit risk had no material effect on the hedge effectiveness assessment for derivatives designated in hedge relationships and other financial instruments recognised at fair value.
Valuation processes
The Corporate finance team has requisite knowledge and skills. The team headed by the Company CFO directly reports to the audit committee to arrive at the fair value of financial instruments.
34 Financial risk management
The Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on it's financial performance. The primary market risk to the Company is foreign exchange exposure risk. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each customer.
The Company's risk management activity focuses on actively securing the Company's short to medium-term cash flows by minimising the exposure to volatile financial markets. Long-term financial investments are managed to generate lasting returns.
The Company does not engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Company is exposed are described below.
Credit risk is the risk that counterparty will 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 activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Company only deals with parties which has good credit rating/ worthiness.
Financial assets that are not credit impaired
The Company has financial assets which are in the nature of cash and cash equivalents, other bank balances, loans, security deposits, interest accrued on fixed deposits and other receivables which are not credit impaired. These are contractually agreed where the probability of default is negligible.
Trade receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an internal assessment. Outstanding customer receivables are continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., by geographical region and customer type). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written-off if past due for more than one year except receivables from related parties and are not subject to enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in note 33. The Company does not hold collateral as security. The Company is considerate of the fact the majority of the collection is receivable from export customers with high credit worthiness where there is no significant risk of bad debts. The customers of the Company have a defined period for payment of receivables, hence the Company evaluates the concentration of risk with respect to trade receivables as low. The Company considers receivables from group company separately and creates provision for doubtful debts on case to case basis.
The Company's principal sources of liquidity are cash and cash equivalent and the cash flow that is generated from operations. As of 31 March 2024, the Company has the positive working capital of ' 7,313.94 lakhs (31 March 2023: negative working capital ' 8,718.60 lakhs) including purchase consideration payable on acquisition of Mistral Solutions Private Limited and Epcogen private limited of ' 658.46 lakhs (31 March 2023: ' 125.13 lakhs) and cash and cash equivalent of ' 1,693.53 lakhs (31 March 2023: ' 1,665.01 lakhs).
The Company is exposed to market risk through its use of financial instruments and specifically to currency risk, interest rate risk and certain other price risk, which result from both its operating, financing and investing activities.
Foreign currency sensitivity
The Company operates internationally and a significant portion of the business is transacted in USD and EURO currencies and consequently the Company is exposed to foreign exchange risk through its sales and purchases from overseas suppliers in various foreign currencies. The Company holds derivative financial instruments such as foreign exchange forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Company's operations are adversely affected as the rupee appreciates/ depreciates against these currencies.
Sensitivity
The following table details the Company's sensitivity to a 1% increase and decrease in the 'against the relevant foreign currencies. 1% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a 1% change in foreign currency rates, with all other variables held constant and refer below for impact of change in foreign exchange rates on loss before tax of the Company.
Derivative financial instruments
The Company holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank or a financial institution. These derivative financial instruments are valued based on similar assets and liabilities in active markets or inputs that are directly or in directly observable in the marketplace.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Company's financial instruments will fluctuate because of changes in market interest rates. As at 31 March 2024 and 31 March 2023, the Company does not have any long term debt obligations with floating interest rates, hence, is not exposed to any significant interest rate risk.
Price risk
The Company invests in mutual funds schemes of leading fund houses. Such investments are suspectible to market price risks. However, given the short tenure of the underlying portfolio of the mutual fund shcemes in which the Company has invested, such price risk is not significant.
35 Defined benefit obligationsA Defined benefit contributionsIndia
The Company makes contribution to statutory provident fund as per Employees Provident Fund and Miscellaneous Provision Act, 1952 for its employees. This is a defined contribution plan as per Ind AS 19, Employee benefits. Contribution made during the year ended 31 March 2024 : ' 875.17 lakhs (31 March 2023 : ' 576.03 lakhs)
Overseas social security
The Company makes a contribution towards social security charges for its employees located at the respective branch offices in respective foreign geographies, that are defined contribution plans. The contributions paid or payable is recognised as an expense in the period in which the employee renders services in respective geographies. Contribution made during the year ended 31 March 2024 : ' 1,099.83 lakhs (31 March 2023 : ' 701.36 lakhs)
B Defined benefit plans
The Company has a defined benefit gratuity plan (unfunded). The Company has provided for gratuity, for its employees as per actuarial valuation carried out by an independent actuary on the Balance Sheet date. The valuation has been carried out using the Project Unit Credit Method as per Ind AS 19 to determine the present value of Defined Benefit Obligations and the related current service cost. This is a defined benefit plan as per Ind AS 19.
The gratuity plan is governed by the provisions of the Payment of Gratuity Act, 1972 (as amended from time to time). Employees are entitled to all the benefits enlisted under this Act.
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary overtime. Thus, the Company is exposed to various risks in providing the above benefit which are as follows:
a Interest rate 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.
b Liquidity risk
This is the risk that the Company is not able to meet the short-term gratuity pay-outs. This may arise due to non
availability of enough cash/cash equivalents to meet the liabilities or holding of illiquid assets not being sold in time. c Salary escalation risk
The present value of the defined benefit plan is calculated with the assumption of salary increase rate of employees in future. Deviation in the rate of interest in future for employees from the rate of increase in salary used to determine the present value of obligation will have a bearing on the plan's liability.
d 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.
e Regulatory risk
Gratuity benefits are paid in accordance with the requirements of the Payment of Gratuity Act,1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity pay-outs
The assumptions were developed by Management with the assistance of independent actuaries. Discount factors are determined close to each year-end by reference to market yields of Government bonds that have terms to maturity approximating to the terms of the gratuity obligation. Other assumptions are based on current actuarial benchmarks and Management's historical experience.
A quantitative sensitivity analysis for significant assumption as at 31 March 2024 is as shown below:
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, attrition rate, expected salary increase and mortality. The sensitivity analysis below has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The following table summarizes the impact of change in the defined benefit obligation resulting from the specified percentage change in the aforementioned assumptions.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
There is no change in the method and assumptions used in preparing the sensitivity analysis from previous years.
(v) Effect of plan on entity's future cash flows
The scheme is managed on an unfunded basis and hence, no funding arrangements or future contributions are applicable. The weighted average duration of the plan is estimated to be 6 years for the year ended 31 March 2024 and 7 years for the year ended 31 March 2023 respectively. Following is a maturity profile of the defined benefit obligation as at 31 March 2024 and 31 March 2023.
36 Segment Information
The Board of Directors of the Company has been identified as the Chief Operating Decision Maker (CODM) as defined by Ind AS 108, Operating Segments. The CODM evaluates the Company's performance and allocates resources based on an analysis of engineering services.
The Company is predominantly engaged in the business of Technology Services and Solutions, which constitutes a single business segment and is governed by similar set of risks and returns. The operations of the Company primarily cater to the market outside India, which the Management views as a single segment. The Management monitors the operating results of its single segment for the purpose of making decisions about resource allocation and performance assessment.
Two customers individually accounted for ' 17,771.63 lakhs and ' 3,561.66 lakhs respectively, which is more than 10% of the total revenue of the Company for the year ended 31 March 2024 and two customers individually accounted for ' 14,396.97 lakhs and ' 3,319.84 lakhs respectively, which is more than 10% of the total revenue of the Company for the year ended 31 March 2023.
The Company is domiciled in India. The Company's revenue from operations from external customers primarily relate to operations outside India. Revenue from customers located in India for the year ended 31 March 2024 amounts to ' 9,370.38 lakhs (31 March 2023: ' 7,436.94 lakhs) and from outside India for the year ended 31 March 2024 amounts to ' 25,932.06 lakhs (31 March 2023: ' 20,877.91 lakhs). Majority of the non-current assets of the Company are located in India.
38 The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective. Based on a preliminary assessment, the entity believes the impact of the change will not be significant.
39 Share-based payments to employees Employee stock option scheme
The Company has two ESOP schemes titled "AXISCADES Employee Stock Option Plan- Series 1" and "AXISCADES Employee Stock Option Plan- Series 2" under which option to subscibe for the Company's shares can be granted to certain executive and senior employees.
The fair value of the options granted is estimated using Black-Scholes model of pricing, taking into account the terms and conditions upon which the share options were granted.
40 Transfer pricing
Transfer Pricing regulations for computing the taxable income and expenditure from 'international transactions' between 'associated enterprises' on an 'arm's length' basis. These regulations, inter alia, also require the maintenance of prescribed documents and information including furnishing a report from an Accountant within due date of filing the Return of Income. The Company is in the process of updating the Transfer Pricing documentation for the financial year ended 31 March 2024 following a detailed transfer pricing study conducted for the financial year ended 31 March 2023. In the opinion of the Management, the same would not have an impact on these financial statements. Accordingly, these financial statements do not include the effect of the transfer pricing implications, if any.
(All amounts in ' lakhs, unless otherwise stated)
44 Contingent liability
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As at
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As at
|
|
31 March 2024
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31 March 2023
|
Claims against the company not acknowledged as debts
Indirect tax matters for demands pending before various appellate authorities (refer
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1,010.72
|
956.39
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note (i) below)
Direct tax matters under dispute/ pending before Income Tax Authorities (refer note
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358.00
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3,638.00
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(ii) below)
Financial guarantees
Corporate Guarantee for a facility granted to a subsidiary (refer note 28)
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3,500.00
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3,500.00
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Bank Guarantees
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47.18
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-
|
|
4,915.90
|
8,094.39
|
(i) The Company has received demand notices from the authorities under the Finance Act,1994 for non-payment of Service tax on reverse charge mechanism for the period April 2006 to September 2010 and also received demand notices from GST autorities under Goods and Service Tax Act, 2017 for non-payment of GST on reverse charge mechanism, excess ITC availed and ITC of input service distributor not appearing in GSTR 2A for the period FY 2017-2018 to FY 2018-2019. The Company is contesting the above demands and has filed appeals against the above orders. Pending outcome of the appellate proceedings and based on advise from the Company's tax consultants, no adjustments has been made in the financial statements in this regard.
(ii) During the year ended 31 March 2023, the Company has received an income tax demand (including interest) aggregating EUR 41.17 lakhs (' 3,280 lakhs) for the FY 2015-16 to FY 2017-18 from the German tax authorities. The Company's position was upheld in the appeallate process and has received a favourable order dismissing the demand and interest from the German tax authorities. In respect of other income tax matters, the Company has received assessment orders in respect of certain financial years giving raise to additional income tax demand (including interest) on account of certain adjustments in relation to disallowances of expenses and certain tax benefits. The Company has contested such demand and appeal is pending at appellate level. Pending outcome of the appellate proceedings and based on advise from the Company's tax consultants, no adjustments has been made in the financial statements in this regard.
45 Assets held for sale
In the meeting held on 27 March 2024, the Board of Directors of the Company had approved for the sale of Leasehold land and Office building situated at D-30, Sector-3, Noida, Uttar Pradesh. The Company has entered into an agreement to sell the aforesaid property and the transfer is expected within next 12 months and accordingly the assets are grouped under "Assets held for sale".
Unutilised QIP Proceeds as at 31 March 2024 are available as
a) Fixed deposits with monitoring agency amounting to ' 8,345.58 lakhs
b) Bank balances in monitoring agency account is ' 1.17 lakhs includes interest received of ' 0.85 lakhs on fixed deposits redeemed (refer note 11)
c) The maximum amount of idle/surplus funds invested during the year was ' 19,151.20 lakhs
47 The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that, audit trail feature is not enabled i) for the changes made to the master data; and ii) at the database level. Further, audit trail feature has not been tampered with, in respect to accounting software where the audit trail has been enabled.
48 Other Statutory Information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company does not have any transactions with companies struck off under Section 248 of Companies Act, 2013 or Section 560 of Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(viii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
49 Events after the reporting period
There are no events or transactions which have occured since the balance sheet date which would have a material effect and require adjustments in the standalone financial statements.
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