s. Provisions and contingencies
A provision is recognised when the Company has a present legal or constructive obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
Contingent liabilities and contingent assets
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. Contingent assets are not recognised in financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not
a contingent asset and its recognition is appropriate. A contingent asset is disclosed, where an inflow of economic benefits is probable. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.
t. Financial Instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial Assets
Classification:
The Company classifies its financial assets in the following measurement categories
• those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and
• those measured at amortised cost.
The classification depends on the Company's business model for managing the financial assets and the contractual terms of the cash flows.
Initial Recognition:
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in the statement of profit and loss.
Subsequent measurement:
After initial measurement, financial assets classified at amortised cost are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the statement of profit and loss .
Financial assets at fair value through other comprehensive income are carried at fair value at each reporting date. Fair value changes are recognised in the other comprehensive income (OCI). However, the company recognises interest income, impairment losses and reversals and foreign exchange gain or loss in the statement of profit and
loss. On derecognition of the financial asset other than equity instruments, cumulative gain or loss previously recognised in OCI is reclassified to the statement of profit and loss.
Any financial asset that does not meet the criteria for classification as at amortised cost or as financial assets at fair value through other comprehensive income, is classified as financial assets at fair value through profit or loss. Financial assets at fair value through profit or loss are fair valued at each reporting date with all the changes recognised in the statement of profit and loss.
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. The Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by instrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the statement of profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within other equity.
Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in the statement of profit and loss.
Equity investments in subsidiaries and associates are measured at cost. The investments are reviewed at each reporting date to determine whether there is any indication of impairment considering the provisions of Ind AS 36 ‘Impairment of Assets'. If any such indication exists, policy for impairment of non¬ financial assets is followed.
Impairment of financial assets
The Company assesses on a forward looking basis the expected credit losses associated with its assets carried at amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has been a significant increase in credit risk. The presumption under Ind AS 109 with reference to significant increases in credit risk since initial recognition (when financial assets are more than 30 days past due), has been rebutted.
For trade receivables only, the group applies the simplified approach permitted wherein an amount equal to lifetime expected credit losses is measured and recognised as loss allowance.
De-recognition of financial assets
A financial asset is derecognised only when
• The Company has transferred the rights to receive cash flows from the financial asset or
• retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.
Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all risks and rewards of ownership of the financial asset. In such cases, the financial asset is derecognised. Where the Company has not transferred substantially all risks and rewards of ownership of the financial asset, the financial asset is not derecognised.
Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognised to the extent of continuing involvement in the financial asset.
Income recognition
Interest income
Interest income from financial assets at fair value through profit or loss and other comprehensive income is recognised in the statement of profit and loss as part of other income. Interest income on financial assets at amortised cost is calculated using the effective interest method is recognised in the statement of profit and loss as part of other income.
Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset except for financial assets that subsequently become credit-impaired. For credit- impaired financial assets the effective interest rate is applied to the net carrying amount of the financial asset (after deduction of the loss allowance).
u. Financial liabilities and equity instruments
Initial recognition and measurement
Financial liabilities are recognised initially at fair value minus transaction costs that are directly attributable to the issue of financial liabilities. Financial liabilities are classified as subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Statement of Profit and Loss over the period of the borrowings using the effective rate of interest.
Subsequent measurement
After initial recognition, financial liabilities are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in the Statement of Profit and Loss when the liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
De-recognition of financial liabilities
A financial liability is derecognised 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 derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of any entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.
v. Offsetting Financial Instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency.
w. Segment Information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. refer note 38
x. Exceptional items
Exceptional items include income or expense that are considered to be part of ordinary activities, however are of such significance and nature that separate disclosure enables the user of the financial statements to understand the impact in a more meaningful manner.
y. Previous year figures have been regrouped/ reclassified wherever necessary to correspond with the current year classification/disclosures.
z. Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III (Division II), unless otherwise stated. An amount of ? (0) represents amount less than 0 but more than negative ? 50,000 and ? 0 represents amount more than ? 0 but less than ? 50,000.
Note 3: Critical estimates and judgements
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company's accounting policies.
This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.
Critical estimates and judgements:
The areas involving critical estimates or judgements are:
• Estimated useful life of tangible assets - Management reviews its estimate of the useful lives of property, plant and equipment at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economy obsolescence that may change the utility of property, plant and equipment. Reasonable changes in assumptions are not expected to have a significant impact on the amounts as at the balance sheet date.
• Estimation of defined benefits obligation - refer note 11
• Recognition of deferred tax assets for carried forward tax losses - refer note 23(b)
• Right-of-use assets and lease liability - refer note 4(b)
• Contingent liabilities - refer note 25(i)
• Share based payments - refer note 26
• Impairment on non-current investments [subsidiaries- refer note 2(h)]
• Impairment of trade receivable and other financial assets- refer note 31
Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
(iii) The total cash outflow for leases for the year ended March 31,2026 was ' 426 Lakhs (March 31,2025 - ' 406 Lakhs)
(iv) Extension and termination options:-
Extension and termination options are included in a number of leases. These are used to maximize operational flexibility in terms of managing the assets used in the Company's operations. The extension and termination options held are exercisable by both the Company and the respective lessor.
(v) Critical judgments in determining the lease term:-
In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
For leases of office premises, the following factors are normally the most relevant:
a) If there are significant penalties to terminate (or not extend), the Company is typically reasonably certain to extend (or not terminate).
b) I f any leasehold improvements are expected to have a significant remaining value, the Company is typically reasonably certain to extend (or not terminate).
c) Otherwise, the Company considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.
Most extension options in office leases have been included in the lease liability, because the Company could not replace the assets without significant cost or business disruption.
The lease term is reassessed if an option is actually exercised (or not exercised) or the Company becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.
a) Securities premium
S ecurities premium is used to record the premium on issue of shares. Securities premium is utilised in accordance with the provisions of the Companies Act, 2013.
b) Retained earnings
Shis represents surplus/(deficit) of profit and loss account and cumulative gains and losses arising on the remeasurement of defined benefits plans in accordance with Ind AS 19 that have been recognised in other comprehensive income
c) Equity settled share based payment reserve
Squity settled share based payment reserve is used to recognise the grant date fair value of options issued to the employees of the Company and its subsidiaries under ESOP scheme.
d) General reserve
General Reserve created on forfeiture of ESOPs in earlier years.
e) Treasury shares
Sreasury shares represents purchase value of own shares of the Company through Etechaces Employees Stock Option Plan Trust for issuing the shares to the eligible employees on exercise of stock options.
f) Trust reserve
This represents net income of the ESOP trust.
g) Capital Reserve
Capital Reserve represents the net assets acquired under scheme of amalgamation approved by the Hon'ble National Company Law Tribunal.
b) National Pension Scheme (NPS)
The Company has a defined contribution plan in respect of the National Pension Scheme for eligible employees who opt for it. Contributions are made to the National Pension Scheme for such employees in accordance with the scheme rules. The contributions are made to the National Pension System Trust, a scheme regulated by the Pension Fund Regulatory and Development Authority (PFRDA). The obligation of the Company is limited to the amount contributed in respect of eligible employees who opt for it and it has no further contractual nor any constructive obligation. The expense recognised during the year ended March 31,2026 towards defined contribution plan is ? 41 Lakhs (March 31,2025- ?33 Lakhs) [refer note 16]
(iii) Post employment benefits plan obligations- Gratuity
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a funded plan and the Company makes contribution to recognised funds in India. The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
(ii) Defined contribution plans
a) Provident Fund
The Company has a defined contribution plan in respect of provident fund. Contributions are made to provident fund for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year ended March 31,2026 towards defined contribution plan is ? 32 Lakhs (March 31,2025 - ? 35 Lakhs). [refer note 16]
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefits obligation to significant actuarial assumptions the same method (present value of the defined benefits obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefits liability recognised in the balance sheet. Assumptions other than discount rate and salary growth rate are not material for the Company.
e) The major categories of plans assets are as follows:
Funds Managed by Insurer* - 100%
*The Funds are managed by Life Insurance Corporation (LIC) of India and Kotak Mahindra Life Insurance Company Limited. They do not provide breakup of plan assets by investment type.
f) Risk exposure
Through its defined benefits plans, the Company is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility:
The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit. The gratuity fund is administered through LIC and Kotak Mahindra Life Insurance Company Limited under its group gratuity scheme. Accordingly almost the entire plan asset investments is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.
Changes in bond yields: A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans' assets maintained by the insurer. The gratuity fund is administered through LIC and Kotak Mahindra Life Insurance Company Limited under its group gratuity scheme.
g) Defined benefits liability and employer contributions
The weighted average duration of the defined benefits obligation is 10 years (March 31,2025- 10 years).
The expected maturity analysis of undiscounted post employment benefits plan (gratuity) is as follows :
transaction resulted in a gain of ? 5,431 lakhs. DTPL continue to retain and hold 122,083 equity shares aggregating to 8.23% on a fully diluted basis in VHPL. As a result of this divestment, VHPL has ceased to be an associate company and has been reclassified as financial investment, which shall be fair valued at each reporting date in accordance with Ind AS 109, resulting in the recognition of a fair value gain of ? 2,262 lakhs.
Further DTPL also divested entire (100%) shareholding constituting 450,000 equity shares of ? 10 each and 82,759 Compulsorily Convertible Preference Shares (“CCPS”) of Rs. 10 each of Visit Internet Services Private Limited (“VISPL”) for ? 200 lakhs. This transaction resulted in a loss of ? 2,035 lakhs. Post the recognition of the gain on the divestment of the stake in VHPL and loss on divestment of the stake in VISPL, the previously recorded impairment loss of ? 2,989 lakhs on account of diminution in value of investment in DTPL has been reversed. This reversal is in line with Ind AS, reflecting that the recoverable value of investment in DTPL now exceeds its carrying amount, thereby ensuring accurate financial reporting and the improved financial position.
The Company has assessed the recoverable amount of its investments in subsidiaries based on their value in use, taking into account past business performance, prevailing business conditions, future business potential, and the strategic plans of the respective investee companies. Based on the net asset positions of Icall Support Services Private Limited and Myloancare Ventures Private Limited as of March 31,2026, a provision for impairment of ? 953 lakhs has been reversed for Icall Support Services Private Limited (March 31, 2025: ? 1,116 lakhs), and no provision for impairment has been recorded for Myloancare Ventures Private Limited (March 31,2025: ?2,667 lakhs) in the standalone financial statements.
Significant estimate: investments in subsidiaries
The Company reviews its carrying value of investments in its subsidiaries annually, or more frequently when there is an indication for impairment. If the recoverable amount is less than its carrying amount, the impairment loss is accounted for.
Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectation of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
Note 25 : Contingent liabilities and commitments
(i) Contingent liabilities
a. There are no Contingent liabilities on the company as at March 31,2026 and March 31,2025.
b. During the year ended March 31, 2025, Company received show cause notice under section 148A(1) of the Income tax Act, 1961, for the reopening of assessment proceedings for the assessment year 2019-20, based on information related to transaction with certain customers. The Company has furnished the requisite details and information with the income tax department. During the year ended March 31,2026, Company received an order dated 23 June 2025 u/s148A(3) of the Income Tax Act 1961 (“Act”) for AY 2019-20 along with a notice u/s 148 of Act initiating reassessment proceedings pursuant to the show cause notice (‘SCN') u/s148A(1) of Act for reopening of the assessment proceedings. The disputed amount involved is ? 1085 Lakhs. The company had filed a Writ petition before the Delhi High Court against the above said order. The matter was listed for hearing on various dates wherein the matter got adjourned.
(ii) Capital commitments
There are no capital commitments on the company as at March 31,2026 and March 31,2025.
a) options are granted at a price of 10% discount to the volume weighted average price of last 3 months immediately preceding working day of the date of grant of options and vest upon completion of service for a period 1-5 years. (face value and vest upon completion of service for a period 1-5 years.) Vested options are exercisable till March 31,2030.
b) grant 23-exercise price: ? 1,651.01, Grant 24 -exercise price: ? 1,589.67 & Grant 25: 1597.24 (March 31,2025: exercise price: ? 1447.58 & ? 1557.52)
c) grant date: Grant 23: August 26, 2025, Grant 24: December 02, 2025 & Grant 25: December 11,2025 (March 31, 2025: October 01,2024 & December 04, 2024)
d) expiry date: March 31,2030 (March 31,2025: March 31,2030)
e) expected price volatility of the company's shares: 27.30% to 32.49% (March 31,2025: 30.32% to 34.10%)
f) expected dividend yield: 0% (March 31,2025: 0%)
g) risk-free interest rate: 6.00% to 6.38% (March 31,2025: 6.68% to 6.72%).
The expected price volatility is based on the historic volatility (based on the remaining life of the options), adjusted for
any expected changes to future volatility due to publicly available information.
(b) Expense arising from share based payment transaction:
Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefits
expense were as follows:
Note 28 : Related Party Disclosures
Disclosures in accordance with the requirements of IND AS - 24 on Related Party Disclosures, as identified by the management are set out as below:
Note 1: During the previous financial year, incorporated a wholly owned subsidiary named “PB Healthcare Services Private Limited” vide Certificate of Incorporation issued by Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs dated January 01,2025, to carry on the business of healthcare services. During the current financial year, the company invested ? 53,940 lakhs in PB Healthcare Services Private Limited, in accordance with the shareholder's approval obtained through postal ballot. This investment, combined with investments from other external investors, has resulted in a dilution of the Company's shareholding in PB Healthcare Services Private Limited. Consequently, as of reporting date, Company holds 28.46% of PB Healthcare Services Private Limited. Accordingly, it has ceased to be subsidiary company and assessed as an associate company.
Note 2: During the current financial year, the Paisabazaar Marketing and Consulting Private Limited (a wholly owned subsidiary Company), incorporated a wholly owned subsidiary Company named Paisa Financial Services Private Limited vide Certificate of Incorporation issued by Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs dated February 27, 2026, to carry on the business of debt collection, debt recovery, receivables management, other ancillary and incidental services.
Note 3: During the current financial year, the PB Fintech FZ-LLC (a wholly owned subsidiary Company), incorporated a wholly owned subsidiary Company named Paisabazaar Middle East Marketing LLC with the Department of Economic Development, Dubai, UAE, vide Commercial License dated July 04, 2025, to carry on the business online, offline and direct marketing of financial products.
Note 1: The brand names “Policybazaar”, “Policybazaar.com”, “Paisabazaar” and “Paisabazaar.com” are owned by the PB Fintech Limited (“the Holding Company”). Therefore, the Holding Company had entered into an agreement with the Policybazaar Insurance Brokers Private Limited and Paisabazaar Marketing and Consulting Private Limited (“Subsidiary companies”) for an IPR fees @ 3% of the revenue of the subsidiary companies. This fee is paid by the subsidiary companies due to the benefits accruing to the subsidiary companies as a result of using the brand names which have provided significant impetus to the growth of the subsidiary companies over the years, rather than only enhancing the visibility of the brand name owned by the Holding Company.
F urther, the operations of the subsidiary company i.e. PB Fintech FZ LLC have been considerably scaled up and have reached a reasonable size, such that benefits of using the brand names, are now providing impetus to the growth of the subsidiary company, rather than only enhancing the visibility of the brand name owned by the Company. Hence, the Company has entered into an agreement with the PB Fintech FZ LLC for an IPR fees @ 3% of its revenue from operations.
Note 2: Transactions amount with related parties are exclusive of applicable taxes.
Note 3: All related party transactions entered during the year were in ordinary course of the business and are on arm's length basis. All outstanding receivable balances are unsecured and repayable in cash.
Note 4: Mr. Sarbvir Singh drew remuneration from the company from October 01,2025 to March 31,2026.
Note 29 : Corporate social responsibility expenditure:
As per Section 135 of the Companies Act 2013, read with guidelines issued by DPE, the company is required to spend in every financial year atleast two percent of the average net profits of the company made during the three immediately preceding financial years in accordance with its CSR policy. In the absence of average net profits in accordance with section 198 in the immediately three preceding financial years, there is no requirement for the company to spend any amount as per Section 135 of the Act.
The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Note 30 : Fair value measurements
a) Financial instruments by category
The following table shows the carrying amounts and fair value of financial assets and financial liabilities, including their levels in the fair value hierarchy.
Level 1 : Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in the active market for identical assets that the entity can access at the measurement date. Mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value (NAV).
Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level
3. For example, unlisted equity securities, etc.
There are no transfers between levels 1 and 2 during the year.
The company's policy is to recognise transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.
c) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
- the use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1.
b) Fair value hierarchy
This section explains the judgments and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
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 principally from the Company's receivables from customer
Trade receivables related credit risk
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry. A default on a financial asset is when the counterparty fails to make contractual payments within 90 days of when they fall due. This definition of default is determined by considering the business environment in which Company operates and other macro-economic factors.
Credit quality of a customer is assessed based on its credit worthiness and historical dealings with the Company, market intelligence and goodwill. Outstanding customer receivables are regularly monitored by the management.
The Company has established an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables and 12-month expected credit loss for other receivables. An impairment analysis is performed at each reporting date on an individual basis for major parties. The calculation is based on historical data of actual losses. The Company evaluates the concentration of risk with respect to trade receivables as low.
Treasury related credit risk
Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external credit rating agencies, accordingly the Company considers that the related credit risk is low. Impairment on these items are measured on the 12-month expected credit loss basis.
(b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The company's treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds. Management monitors rolling forecasts of the company's liquidity position and cash and cash equivalents on the basis of expected cash flows.
Maturities of financial liabilities
The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.
Price risk: The Company's exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Quotes/NAV of these investments are available from the mutual fund houses.
Profit/losses for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.
Interest rate risk: The Company does not have any exposure to any floating-interest bearing assets, or any significant long term fixed bearing interest assets, its interest income and related cash inflows are not affected by changes in market interest rates, further there is no borrowing taken by the company hence there is no exposure to interest rate risk.
Currency risk: Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. There is no outstanding forward contract and unhedged foreign currency exposure at the year end.
B) Capital management
The Company objectives when managing capital is to safeguard its ability to continue as a going concern, so that Company can continue to provide returns for shareholders and benefits for other stakeholders. The capital of the Company consist of equity capital and accumulated profits/losses. As at March 31, 2026 and March 31, 2025 the Company has no debt and the funding requirements are met through operating cash flows generated and equity.
Note 32 : On November 21,2025, the Government of India notified the four Labour Codes consolidating 29 existing Labour laws. The Ministry of Labour & Employment has also issued draft Central Rules and FAQs to help assess the financial impact of these changes.
Based on management assessment and the best information available, and in line with the guidance issued by the Institute of Chartered Accountants of India (“ICAI”), the incremental impact of these changes is not material to the standalone financial statement of the Company for the year ended March 31,2026.
The Company continues to monitor the finalisation of Central and State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect subsequently on the basis of such developments as needed.
Notes:
1. Net Profit = Profit for the year
2. Average Shareholder's equity = Average of opening and closing Equity share capital Reserves and surplus Instruments entirely equity in nature
3. Total Purchases = Advertising and promotion expenses Network and internet expenses Other expenses - Loss allowance on trade receivables, loans and other financial assets - Bad debts - Loss on sale of property, plant and equipment - Property, plant and equipment written off - Vendor advances written off - Net loss: foreign exchange differences - Interest on unwinding of security deposits
4. Working Capital = Current assets - Current liabilities
5. Earning before interest and tax = Profit before tax Finance Cost
6. Capital Employed = Total equity - intangible assets
7. Earning on Investment = Interest income on bank deposits Interest income on corporate bonds Net fair value gains on financial assets Net gain on sale on financial assets
8. Average Investment = Average of opening and closing investment in Fixed deposits, corporate bonds and other financial assets (mutual funds)
Note 34 : Utilisation of the IPO proceeds:
The Company, in the financial year ended March 31, 2022, completed the Initial Public Offering (IPO) of 58,262,397 equity shares of face value of ? 2 each for cash at a price of ? 980 per equity share aggregating to ? 570,971 Lakhs comprising a fresh issue of 38,265,306 equity shares aggregating to ? 375,000 lakhs and on offer for sale of 19,997,091 equity shares aggregating to ? 195,971 Lakhs. Pursuant to the IPO, the equity shares of the Company got listed on National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) on November 15, 2021. Out of the proceeds of offer for sale, ? 174,181 Lakhs (net of selling shareholders share of IPO related expenses and applicable taxes) was remitted to selling shareholders.
(a) Summary of Amalgamation
The Company in its Board of Directors meeting held on April 26, 2022 has approved the Scheme of Amalgamation (“the Scheme”) for the amalgamation of Makesense Technologies Limited (MTL) with the Company pursuant to section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as amended. The Joint Application before the Hon'ble National Company Law Tribunal (Hon'ble Tribunal), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was filed on May 03, 2023 and the second motion joint application was filed before Hon'ble Tribunal on September 14, 2023, seeking order for approval for sanction of the Scheme.
The Hon'ble Tribunal had sanctioned the Scheme vide its Order dated August 29, 2025. As per the scheme, the Appointed Date is April 01,2022, and the Scheme becomes effective on August 29, 2025, i.e. the date of sanction of Scheme by Hon'ble Tribunal.
The Company duly filed the necessary forms with the Registrar of Companies on October 14, 2025.
(b) The details of net assets acquired and the Capital Reserve in Scheme of Amalgamation are as follows:
(i) Pursuant to the Scheme of Amalgamation approved by the Hon'ble Tribunal, no purchase consideration was payable by the transferee Company.
(ii) The assets and liabilities of Makesense Technologies Limited as at the appointed date are as follows:
(d) Accounting of Amalgamation as per approved Scheme
The Company has given effect to the Scheme in its books of accounts with effect from the Appointed date being April 01,2022 in accordance with the accounting treatment specified in the Scheme and accordingly, the financial statements for the year ended March 31,2025 have been restated to give effect of scheme of amalgamation. Following assets and liabilities of Makesense Technologies Limited are merged in the Company
Note 36 :
A) Additional regulatory information required by Schedule III
(i) Details of Benami Property held
During the current financial year, no proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder. However, during the financial year ended March 31, 2024, company has received summon under the Prohibition of Benami Property Transactions Act, 1988 requesting certain information about the customers of the company. The company has duly furnished all the documents and information on February 09, 2024. No further communication received from the department since its last submission.
(ii) Borrowing secured against current assets
The Company has no borrowings from any banks or financial institutions during the current or previous financial year.
(iii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(iv) Relationship with struck off companies
The Company has no balances outstanding/ transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956 as at and for the year ended March 31,2026 and March 31,2025.
(v) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(vi) Compliance with approved scheme(s) of arrangements
The Company in its Board of Directors meeting held on April 26, 2022 has approved the Scheme of Amalgamation (“the Scheme”) for the amalgamation of Makesense Technologies Limited (MTL) with the Company pursuant to section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 as amended. The Joint Application before the Hon'ble National Company Law Tribunal (Hon'ble Tribunal), Chandigarh Bench, under the provisions of Sections 230 to 232 of the Act was filed on May 03, 2023 and the second
motion joint application was filed before Hon'ble Tribunal on September 14, 2023, seeking order for approval for sanction of the Scheme.
The Hon'ble Tribunal had sanctioned the Scheme vide its Order dated August 29, 2025. As per the scheme, the Appointed Date is April 01,2022, and the Scheme becomes effective on August 29, 2025, i.e. the date of sanction of Scheme by Hon'ble Tribunal.
The Company duly filed the necessary forms with the Registrar of Companies on October 14, 2025. Refer note 35.
(vii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(viii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(ix) Valuation of property plant and equipment, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(x) The Company do not hold any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee).
(xi) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act 2013), either severally or jointly with any other person which are repayable on demand or without specifying any terms of repayment except as stated below:
(xiii) 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:
(i) 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
(ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries
B) Disclosure of intercorporate loans as per Section 186 (4) of Companies Act, 2013 and Regulation 34 (3) read with Part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
(xii) 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:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the group (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
Note 37 : Transfer pricing
The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. For this purpose, the Company has appointed an independent consultant for conducting a Transfer Pricing study (the ‘study') for the Assessment Year 2026¬ 27. In the unlikely event that any adjustment is required consequent to completion of the study for the year ended March 31,2026, the same would be made in the subsequent year. However, management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
Note 38 : Segment information
An operating segment is the one whose operating results are regularly reviewed by the entity's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance. The Company has identified its Chief Executive Officer and Chief Financial Officer as its Chief operating decision maker (CODM). The Company's business activities fall within a single business segment as the Company is engaged in the business of rendering online marketing and information technology consulting & support services largely for the financial services industry, including insurance. Based on nature of services rendered, the risk and returns, internal organization and management structure and the internal performance reporting systems, the management considers that the Company is organized basis a single segment of rendering a bundle of services to the financial services industry, including insurance. The chief operating decision maker reviews the performance of business on an overall basis. As the Company has a single reportable segment, the segment wise disclosure requirements of Ind AS 108 on Operating segment is not applicable.
The revenues of ? 424 Lakhs are derived from two individual external customers (March 31,2025 - ? 726 Lakhs derived from single individual external customers).
Note 39 : Events occurring after the reporting period
a) These financial statements were approved and adopted by Board of Directors of the Company in their meeting held on May 06, 2026.
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