Provisions are recognized for liabilities that can be measured only by using a substantial degree of estimation, if:
— The Company has a present obligation as a result of a past event;
— A probable outflow of resources is expected to settle the obligation; and
— The amount of the obligation can be reliably estimated.
Contingent liability is disclosed in the case of:
— A present obligation arising from a past event when it is not probable that an outflow of resources will be required to settle the obligation; or
— A possible obligation unless the probability of outflow of resources is remote.
Contingent assets are neither recognized nor disclosed.
Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
xv. Statement of Cash Flows
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The Company segregate the cash flows in operating, investing and financing activities.
xvi. Investment in Subsidiaries
Investments in subsidiaries are measured at cost as per Ind AS 27 - Separate Financial Statements.
xvii. Earnings per Equity Share
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average numbers of the equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss 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 effects of all dilutive potential equity shares.
Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and the weighted average number of equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.
Business combinations involving entities that are controlled by the company or ultimately controlled by the same party or parties both before and after the business combination, and where control is not transitory, are accounted for using the pooling of interests method as follows:
— The assets and liabilities of the transferred division/Company are reflected at their carrying amounts immediately prior to the transfer.
— No adjustments are made to reflect fair values or recognise any new assets or liabilities. Adjustments are only made to harmonise accounting policies.
— The financial information of the transferred division/Company in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination, however, where the business combination had occurred after that date, the prior period information is restated only from that date.
The difference, if any, between consideration paid in the form of issue of share capital or cash or other assets and the amount of share capital (if any) of the transferor shall be transferred to capital reserve and should be presented separately from other capital reserves. Share capital issued will be recorded at nominal value.
xix. Accounting and Reporting Information for Operating Segments
Ind AS 108 establishes the manner in which Companies should report information about operating segments and related disclosures about products and services, geographic areas, and major customers. The Company's operations predominantly relate to providing end-to-end business solutions to enable clients to enhance business performance. The Company evaluates performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along business segments. The accounting principles used in the preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments and are as set out in the accounting policies.
Revenue and identifiable operating expenses in relation to segments are categorized based on items that are individually identifiable to that segment. Certain expenses such as depreciation, which form a significant component of total expenses, are not specifically allocable to specific segments as the underlying assets are used interchangeably. The management believes that it is not practical to provide segment disclosures relating to those costs and expenses, and accordingly these expenses are separately disclosed as "unallocated" and adjusted against the total income of the Company.
Assets and liabilities used in the Company's business are not identified to any of the reportable segments, as these are used interchangeably between segments, and it is not practicable to provide segment disclosures relating to total assets and liabilities.
xx. Reporting Currency and Rounding
All amounts included in the standalone financial statements are reported in lakhs of Indian rupees (? in Lakhs) except share and per share data, unless otherwise stated. Due to rounding off, the numbers presented throughout the document may not add up precisely to the totals and percentages may not precisely reflect the absolute figures. Previous year figures have been regrouped/rearranged, wherever necessary.
3. Recent Accounting Pronouncements
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has not notified any new standards or amendments that are applicable or may have a material impact to the Company.
34. Contingent Liabilities and Commitments
(a) Contingent Liabilities
Claims against the company not acknowledged as debts:
Income Tax matter — Assessment Year 2011-12
As per the records available on the Income Tax portal, an outstanding demand of ^29.05 Lakhs under Section 271(1)(c) of the Income-tax Act, 1961, along with interest of ^20.55 Lakhs under Section 220(2) of the Act, is reflected against the Company. The Company has filed its response on the Income Tax portal disagreeing with the demand, either in full or in part. Based on the facts and merits of the case, the management is of the view that the demand is not tenable, and the Company is pursuing appropriate remedies before the Income Tax authorities. Pending final determination of the matter, no provision has been considered necessary in these financial statements.
(b) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for: NIL (previous year: Nil).
35. Corporate social responsibility expenditure
As per section 135 of the Act, a company meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR’) activities. The company does not meet the prescribed thresholds.
36. Capital Management Note
The key objective of the Company’s capital management is to maximize shareholder value, safeguard business continuity and support the growth of the company. The Company determines the capital requirement based on annual operating plans and long term and other strategic investment plans. The funding requirements are met through operating cash flows generated, and equity. The Company is not subject to any externally imposed capital requirements.
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to equity shareholders.
The Company manages its capital structure and makes adjustments to it as and when required. To maintain or adjust the capital structure, the company may pay dividend or repay debts, raise new debt or issue new shares. No major changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2026, March 31, 2025.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total liabilities comprising interest bearing loans and borrowings and obligations under finance leases. Adjusted equity comprises all components of equity.
During the year ended March 31, 2026, the Company's total capital increased significantly to ^10,040.17 lakhs from ^4,934.04 lakhs as at March 31, 2025, primarily driven by a substantial increase in shareholders' equity. Equity attributable to shareholders increased by ^4,449.48 lakhs to ^7,492.44 laks and represented 74.62% of total capital as at March 31, 2026 (March 31, 2025: 61.70%). This reflects a strengthened capital base and improved financial position of the Company.
Total borrowings and lease liabilities increased to ^2,547.73 million from ^1,891.08 million; however, their proportion of total capital decreased to 25.38% from 38.30% in the previous year. The reduction in leverage ratio despite the increase in absolute debt levels indicates that the growth in equity outpaced the increase in borrowings and lease obligations. Consequently, the Company's capital structure became more equity-oriented during the year, enhancing its financial flexibility and reducing dependence on external financing.
40. Disclosure pursuant to IND AS - 19 ‘Employee Benefits’
Defined Contribution Plan:
The Company makes contributions, determined as a specified percentage of the employee salaries in respect of qualifying employees towards provident fund, which is a defined contribution plan. The Company has recognised Rs. 32.96 Lakhs and FY 2024-25 Rs. 33.22 Lakhs towards defined contribution plan as an expense, which includes contribution to social security and employee state insurance scheme in statement of profit and loss account.
Defined Benefit Plan:
The Company operates a partly funded defined benefit gratuity plan in accordance with the provisions of the
Code on Social Security, 2020 and applicable rules thereunder.
i) On normal retirement, resignation, termination or superannuation, gratuity is payable to employees who have completed the prescribed period of continuous service under the applicable law.
ii) In the case of employees engaged under fixed-term employment, gratuity is payable on a pro¬ rata basis upon completion of one year of continuous service in accordance with the applicable provisions of the Code on Social Security, 2020.
iii) In the event of death or permanent disablement while in service, gratuity is payable irrespective of the minimum service requirement.
Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of
Gratuity Act, 1972.
A. Movement in net defined benefit (asset) liability
The following table shows a reconciliation from the opening balances to the closing balances for net
defined benefit (asset) / liability and its components.
H. RISK EXPOSURE AND ASSET LIABILITY MATCHING
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as companies take on uncertain long-term obligations to make future benefit payments.
Liability Risks
Ý Asset-Liability Mismatch Risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By matching duration with the defined benefit liabilities, the company is successfully able to neutralize valuation swings caused by interest rate movements. Hence companies are encouraged to adopt asset-liability management.
Ý Discount Rate Risk.
Variations in the discount rate used to compute the present value of the liabilities may seem small, but in practise can have a significant impact on the defined benefit liabilities.
Ý Future Salary Escalation and Inflation Risk
Since price inflation and salary growth are linked economically, they are combined for disclosure purposes. Rising salaries will often result in higher future defined benefit payments resulting in a higher present value of liabilities especially unexpected salary increases provided at management's discretion may lead to uncertainties in estimating this increasing risk.
Unfunded Plan Risk
This represents unmanaged risk and a growing liability. There is an inherent risk here that the company may default on paying the benefits in adverse circumstances. Funding the plan removes volatility in company's financials and also benefit risk through return on the funds made available for the plan.
Notes:
1. Total debts consists of borrowings and lease liabilities.
2. Earnings available for debt services=profit for the year depreciation, amortization and impairment finance cost provision for doubtful debts share-based payment to employees non-cash charges.
3. Debt service = Interest payment for lease liabilities principal repayments.
4. Credit sales = Total Revenue opening contract assets - closing contract assets - opening deferred revenue closing deferred revenue.
5. Earnings before interest and taxes = profit before tax finance cost - other income
6. Capital Employed = Average tangible net worth Total debt Deferred tax.
7. Average is calculated on the basis of opening and closing balances.
Reasons:
1. The current ratio improved by 235% during the year, increasing from 0.20 to 0.67. The improvement was mainly driven by growth in current assets arising from higher short-term loans and advances included under other financial assets and increased cash and cash equivalent balances, resulting in enhanced short-term liquidity of the Company.
2. The debt-equity ratio decreased from 0.62 as at March 31, 2025 to 0.34 as at March 31, 2026, representing a reduction of approximately 45%. The decrease was primarily attributable to a significant increase in shareholders' equity during the year, which outpaced the increase in total debt. The lower debt-equity ratio reflects a strengthened capital structure, reduced leverage, and lower dependence on debt financing.
3. The Debt Service Coverage Ratio decreased from (0.31) in the previous year to (0.72) during the current year, representing a change of 133.66%. The ratio remained negative primarily due to negative earnings available for debt servicing during the year. The deterioration in the ratio was mainly attributable to lower profitability and consequently lower cash accruals available to meet debt service obligations, while debt servicing commitments continued during the year
4. The Return on Equity ratio changed from (0.29) in the previous year to (0.34) during the current year. The ratio remained negative primarily on account of losses incurred during the year. Despite a substantial increase in shareholders' equity, the Company reported negative earnings, resulting in a negative return on equity.
5. The Trade Receivables Turnover Ratio decreased by 75.40% from 26.86 in the previous year to 6.61 during the current year. The decline was primarily due to lower credit sales and/or higher average trade receivables outstanding during the year, resulting in a slower collection cycle compared to the previous year.
6. The Trade Payables Turnover Ratio increased by 57.26% from 15.72 in the previous year to 24.72 during the current year. The increase was primarily driven by a reduction in average trade payables and improved payment cycles, indicating a faster settlement of trade payables during the year.
7. The Net Capital Turnover Ratio changed from (0.59) in the previous year to (1.66) during the current year. The ratio remained negative as the Company continued to have negative working capital, with current liabilities exceeding current assets. The variation in the ratio was primarily due to changes in working capital levels during the year, notwithstanding the increase in current assets arising from higher short-term loans and advances and cash and cash equivalent balances.
8. The Net Profit Ratio improved from (1.94) in the previous year to (0.98) during the current year, representing an improvement of 49.74%. The ratio, however, remained negative due to losses incurred during the year. The improvement was primarily attributable to a reduction in net losses and/or improved operational
performance relative to net sales as compared to the previous year. This indicates that the Company's profitability position improved during the year, although it continued to report a net loss.
9. The Return on Capital Employed (ROCE) changed from (0.13) in the previous year to (0.19) during the current year. The ratio remained negative due to negative EBIT during the year. The movement in the ratio was primarily attributable to continued operating losses despite a significant increase in capital employed, resulting in negative returns on the funds invested in the business.
46. Financial risk management
The Company’s financial liabilities comprise mainly of trade payables and other payables. The Company’s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks and other receivables.
Company has exposure to following risks arising from financial instruments:
- Credit Risk
- Liquidity Risk
- Market Risk
Risk Management Framework
Company’s board of directors has overall responsibility for establishment of Company’s risk management framework. Management is responsible for developing and monitoring Company’s risk management policies. Management identifies, evaluate and analyses the risks to which is company is exposed to and set appropriate risk limits and controls to monitor risks and adherence to limits.
Management periodically reviews its risk policy and systems to assess need for changes in the policies to adapt to the changes in market conditions and align the same to the business of the Company. Management through its interaction and training to concerned employees aims to maintain a disciplined and constructive control environment in which concerned employees understand their roles and obligations.
i. Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises partially from the Company’s receivables from customers, loans and investment in debt securities. The carrying amount of financial assets represents the maximum credit risk exposure. The Company has credit policies in place and the exposures to these credit risks are monitored on an ongoing basis.
The carrying amount of financial assets represent the maximum credit risk exposure. The maximum exposure to credit risk at the reporting was:
The principal credit risk that the Company is exposed to is non-collection of trade receivables and late collection of receivables leading to credit loss. The risk is mitigated by reviewing creditworthiness of the prospective customers prior to entering into contract and post contracting, through continuous monitoring of collections by a dedicated team.
The Company reviews trade receivables on periodic basis and makes provision for doubtful debts if collection is doubtful. The Company also calculates the expected credit loss (ECL) for non-collection and for delay in collection of receivables. The Company makes additional provision if the ECL amount is higher than the provision made for doubtful debts. In case the ECL amount is lower than the
provision made for doubtful debts, the Company retains the provision made for doubtful debts without any adjustment.
The provision for doubtful debts including ECL allowances for non-collection of receivables and delay in collection, on a combined basis, was Rs. 0.68 Lakhs as at March 31, 2026, Rs 0.04 lakhs as at March 31, 2025. The movement in allowances for doubtful accounts comprising provision for both non¬ collection of receivables and delay in collection is as follows:
ii. Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company’s objective is to maintain a balance between continuity of funding and flexibility through available funding from shareholder. The Company’s financial liabilities are due within one year.
iii. Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risks;
- Interest rate risk
- Currency Risk
Financial instruments affected by market risk includes investments, trade payables, loans and other financial instruments.
The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return
iv. Interest rate risk and sensitivity
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. Presently the Company’s has no exposure to the risk of changes in market interest rates.
Foreign currency risk and sensitivity
The Company is exposed to currency risk on account of Trade Receivables. The functional currency of the Company is Indian Rupees.
The Company does not use derivative financial instruments for trading or speculative purposes. Other statutory information’s
i. The Company do not have any Benami property, where any proceeding has been initiated or
pending against the Company for holding any Benami property.
ii The Company do not have any transactions with companies struck off.
iii The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
iv The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
v The Company have 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 have 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 Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
vii The Company have not any such 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.
viii The Company has not defaulted on any of the loan taken from banks, financial institutions or other lender.
xi The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
xii The Company has complied with the number of layers prescribed under Companies Act, 2013.
48. No Investors complaint remains pending at the quarter and Year ending March 31, 2026.
49. The Company had issued 1,91,61,915 partly paid-up equity shares of face value ? 10 each under a rights issue on 31 March 2025, on which ? 2.50 per share was received at the time of application. During April 2025, the Company made a final call on these shares. As at March 31, 2026, the final call money had been received in respect of 1,90,32,960 shares, which accordingly became fully paid-up. The balance 1,28,955 shares, in respect of which the final call money remained unpaid, were forfeited in accordance with the Articles of Association of the Company.
50. The Company acquired the balance 45% equity stake in Itarium Technology Private Limited by making an additional investment of ?990 lakhs. The balance acquisition was made entirely through cash consideration. Consequently, Itarium Technology Private Limited became a wholly-owned subsidiary of the Company in accordance with Section 2(87) of the Companies Act, 2013.
51. During the quarter and year ended March 31, 2026, the Company recognised an impairment charge of ? 1,623.72 Lakhs on its investment in Global Talent Track Private Limited, consequent to the impairment of intangible assets in the subsidiary and the resulting reassessment of the recoverable value of the investment. The said impairment is a non-cash item and has been disclosed under “Other Expenses”.
52. The Company had initially acquired 77.81% equity stake in CRG Solutions Private Limited and obtained control with effect from 1 April 2025. During the year ended 31 March 2026, the Company entered into a Share Purchase Agreement with the existing non-controlling shareholders for acquisition of the remaining 22.19% equity stake for a total consideration of INR 2,500.00 lakhs. Pursuant to the agreement, the Company paid an advance of INR 900.00 lakhs towards the acquisition consideration. However, as at 31 March 2026, the transfer of shares and completion of the related legal and regulatory formalities were pending. Accordingly, CRG Solutions Private Limited continues to be a subsidiary with non-controlling interest as at 31 March 2026. The advance paid has been disclosed as “Other Financial Assets / Advances” in the standalone financial statements and as “Advance towards acquisition of non-controlling interest” in the consolidated financial statements.
53. The company has acquired 100% of Alpharithm Technologies Private Limited via combination of cash consideration and swap of shares for a total value of Rs 1,500.00 lakhs. The shares have been transferred on April 18, 2025 and the effective control was established on April 1, 2025 by taking management control as on that date.
54. The management has recalculated the gratuity liability as per the revised applicable Labour Act and Labour Regulations in force as on 21st November 2025 (gratuity computed as per updated rule i.e., 50% of CTC/eligible salary, as applicable). Based on the revised computation derived from the actuarial valuation report, the additional gratuity provision has been recognized in the Statement of Profit and Loss under Employee Benefit Expenses for the year ended March 31, 2026.
55. During the period, employees were transferred from group entities, namely Alpharithm
Technologies Pvt. Ltd. and Itarium Technologies Pvt. Ltd., to the Company, with continuity of service duly recognised. Accordingly, the Company has recognised the gratuity liability attributable to such transferred employees. Gratuity liability amounting to INR 352.66 Lakhs had been recognised as payable as at the end of the year March 31, 2026. The gratuity liability recorded during the period amounts to INR 118.93 Lakhs and INR 21.85 Lakhs for Alpharithm Techonologies Pvt. Ltd. and Itarium Technologies Pvt. Ltd. respectively on such transferred employees.
56. During the year company has also taken over employees of Antworks Solutions Pvt. Ltd. with the continuity of services from the previous their joining with Antworks Solutions Pvt. Ltd., without any consideration. Accordingly, the Company has recognised the gratuity liability attributable to such employees. The gratuity liability recorded during the period amounts to INR 162.16 Lakhs for the employees of Antworks Solutions Pvt. Ltd.
57. The Company has entered into an arrangement for acquisition of 1,63,35,593 equity shares representing 100%
equity shareholding of M/s Antworks Solutions India Private Limited (“ASIPL”). The proposed acquisition consideration shall be discharged through issuance and allotment of up to 1,22,51,111 fully paid-up equity shares of the Company having face value of ?10/- each at an issue price of ? 82.87/- per share (including premium of ? 72.87/- per share) to the shareholders of ASIPL by way of share swap, subject to receipt of requisite approvals and completion of closing conditions. Since the necessary approvals for the transaction are pending as on the reporting date and control over ASIPL has not been established, the proposed acquisition has neither been recorded as an investment nor has ASIPL been consolidated in the financial
statements of the Company. However, the proposed allotment of shares has been considered for the purpose of calculation of diluted earnings per share (Diluted EPS/DPS), wherever applicable.
58. Effective November 21, 2025, the Government of India consolidated 29 existing labour regulations into four Labour Codes, namely, the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the “New Labour Codes”). The New Labour Codes have resulted in an increase in the provision for employee benefits on account of recognition of past service costs. Based on the requirements of the New Labour Codes and the applicable Indian Accounting Standards, the Company has evaluated the impact thereof and has accounted for the same in the Standalone Financial Statements for the year ended March 31, 2026. Upon notification of the related Rules, including further clarifications to the New Labour Codes by the Government, the Company will evaluate and account for any additional impact, if any, in subsequent reporting periods.
59. The depreciation expense recognised in the Statement of Profit and Loss for the current year is ^14.82 Lakhs
whereas the depreciation disclosed in the Property, Plant and Equipment (PPE) note is ^16.19 Lakhs The difference of ?1.38 Lakhs relates to the reversal of excess depreciation recognised in a previous year.
The aforesaid adjustment represents a prior-period error within the scope of Ind AS 8 — Accounting Policies, Changes in Accounting Estimates and Errors. Considering that the amount is not material to the current year's financial statements, the Company has adjusted the same directly against Other Equity (Reserves and Surplus) instead of restating the comparative financial information. Accordingly, only the current year's depreciation expense of ? 14.82 Lakhs has been recognised in the Statement of Profit and Loss.
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