For For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the CGU or groups of CGUs, which benefit from the synergies of the acquisition. The Group internally reviews the goodwill for impairment at the operating segment level, after allocation of the goodwill to CGUs or groups of CGUs.
The above discount rate is based on the Weighted Average Cost of Capital (WACC) of the Company. As at March 31, 2024, the estimated recoverable amount of the CGU exceeded its carrying amount. An analysis of the sensitivity of the computation to a change in key parameters (operating margin, discount rates and long term average growth rate), based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU would decrease below its carrying amount. Operating margin and long term growth rate are in line with company’sc current opertions.
Based on testing, no impairment loss was identified during current year and previous year.
Acquired contractual rights acquired through DataGlove acquistion, having carrying amount of ? 237.13 Million and remaining amortisation period of 5 years as on March 31, 2024.
Acquired contractual rights acquired through Shree Partner acquistion, having carrying amount of ? 34.67 Million and remaining amortisation period of 4 years as on March 31, 2024.
The Company’s objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and longterm and other strategic investment plans. The funding requirements are met through equity, borrowings and operating cash flows generated. The Company is not subject to any externally imposed capital requirements.
The Board of Directors of the Company at its meeting held on January 20, 2024, recommended the sub-division / split of 1 (One) fully paid-up equity share having a face value of T10 each into 2 (Two) fully paid-up equity shares having a face value of T 5 each by alteration of capital clause of the Memorandum of Association (MOA) subject to the approval of Members of the Company. The Members of the Company approved the sub-division / Split of 1 (One) fully paid up equity share of T 10 each into 2 (Two) fully paid up equity shares of T 5 each through a postal ballot with a requisite majority and the voting results were declared on March 11, 2024.
Further, the Board of Directors at its meeting held on March 13, 2024, approved the Record Date for Split / Sub-division of Equity Shares as at April 1, 2024.
Consequent to this, the authorized share capital comprises 400 Million equity shares having a face value of T 5 each aggregating to T 2,000 Million, and the paid-up capital comprises 154.05 Million equity shares having a face value of T 5 each aggregating to T 770.25 Million. The impact of this has been considered in the financial statement.
a. Reconciliation of the shares outstanding at the beginning and at the end of the year
b. Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of T5 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
The Board of Directors of Persistent Systems Limited, at its meeting held on January 20, 2024, declared an interim dividend of T 16 per equity share of face value of T 5 each for the Financial Year 2023-24.
In the event of liquidation of the Company, the holders of equity shares 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. However, no such prefrential amounts exist currently.
Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability as at 31 March.
Dividend per equity share disclosed in above note represents dividends declared previously, retrospectively adjusted for the April 2024 share split.
c. Aggregate number shares bought back during the period of five years immediately preceding the reporting date
In the period of five years immediately preceding March 31, 2024, the Company had purchased and extinguished a total of 7,150,000 fully paid-up equity shares of face value ? 5 each from the stock exchange by way of buyback of shares which was completed in June 27, 2019.
Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the period or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payment made during the period or on balance brought forward from previous year.
The information as required to be disclosed pursuant under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006) has been determined to the extent such parties have been identified based on the information information available with the Company.
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the Company has not disclosed the remaining performance obligation-related disclosures for contracts where the revenue recognised corresponds directly with the value to the customer of the entity’s performance completed to date, typically those contracts where invoicing is on time and material and unit of work-based contracts. Remaining performance obligation estimates are subject to change and are affected by several factors, including terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has not materialized and adjustments for currency. The normal credit term is 30 to 90 days.
29\ Defined benefits and contribution obligation:
a) Defined Benefits Plan - Gratuity
The Company has a defined benefit gratuity plan. Each employee is eligible for gratuity on completion of minimum five years of service at 15 days basic salary (last drawn basic salary) for each completed year of service. The scheme is funded with an insurance company in the form of a qualifying insurance policy.
The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the Balance Sheet for the respective plans.
The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
The significant actuarial assumptions for the determination of the defined benefit obligations are discount rate and increase in compensation levels. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
Every percentage point increase / decrease in discount rate will change the gratuity benefit obligation to approximately ? 1,427.69 million / ? 1,809.91 million (previous year: ? 1,143.07 million / ? 1,439.42 million) respectively.
Every percentage point increase / decrease in rate of increase in compensation levels will change the gratuity benefit obligation to approximately ? 1,740.00 million / ? 1,485.70 million (previous year: ? 1,372.27 million / ? 1,198.85 million) respectively.
Sensitivity analysis for each significant actuarial assumptions namely Discount rate and Salary assumptions have been shown in the table above at the end of the reporting period, showing how the defined benefit obligation would have been affected by the changes.
The Mortality and Attrition does not have a significant impact on the Liability , hence are not considered a significant actuarial assumption for the purpose of Sensitivity analysis.
The assumptions used in preparing the sensitivity analysis is Discount rate at 1% and - 1%
Salary assumption at 1 % and -1%
The method used to calculate the liability in these scenarios is by keeping all the other parameters and the data same as in the base liability calculation except the parameters to be stressed.
There is no change in the method from the previous period and the points /percentage by which the assumptions are stressed are same to that in the previous year.
Expected contributions to the gratuity plan for the next annual reporting period are ? 71.41 million.
Risk Characteristics of the Defined Benefit Plan
Investment risk
For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.
Market risk (Interest rate)
Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate / government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.
Longevity risk
The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically for the benefits paid on or before the retirement age, the longevity risk is not very material.
b) Defined contribution plan - Superannuation Fund
The Company contributed ? 89.42 million and ? 75.66 million to superannuation fund during the years ended March 31, 2024 and March 31, 2023 respectively and the same is recognised in the Statement of profit and loss under the head employee benefit expenses.
c) Defined contribution plan - Provident Fund
The Company has certain defined contribution plans. Contributions are made to provident fund for employees @ 12% of Basic salary as per regulation. 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 period towards defined contribution plan (provident fund) is ? 1,383.67 million (Previous year ? 1,159.43 million).
* Fair value hierarchy
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:
Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 — Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 — Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data. In respect of equity instruments of unlisted companies, in limited circumstances, insufficient more recent information is available to measure fair value, or if there are a wide range of possible fair value measurements and cost represents the best estimate of fair value within that range.
The Company recognises such equity instruments at cost, which is considered as appropriate estimate of fair value.
Financial risk management
Financial risk factors and risk management objectives
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 its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. The use of financial derivatives is governed by the Company’s policies approved by the Board of Directors which provide written principles on foreign exchange hedging. The Company’s exposure to credit risk is mainly for receivables that are overdue for more than 90 days. The Credit Task Force is responsible for credit risk management. Investment of excess liquidity is governed by the Investment policy of the Company. The Company’s Risk Management Committee monitors risks and policies implemented to mitigate risk exposures.
Market risk
The Company operates globally with its operations spread across various geographies and consequently the Company is exposed to foreign exchange risk. Around 70% to 90% of the Company’s foreign currency exposure is in USD. The Company holds plain vanilla forward contracts against expected receivables in USD to mitigate the risk of changes in exchange rates.
Foreign currency sensitivity analysis
For the year ended March 31, 2024 and March 31, 2023 every percentage point depreciation / appreciation in the exchange rate between the Indian rupee and foreign currencies on foreign currency exposure would affect the Company’s profit before tax margin (PBT) by approximately 0.31 % and 0.32% respectively.
Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion into functional currency, due to exchange rate fluctuations between the previous reporting period and the current reporting period.
Derivative financial instruments
The Company holds derivative foreign currency forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. These derivative financial instruments are valued based on quoted prices for similar assets in active markets or inputs that are directly or indirectly observable in the marketplace. The Company has designated foreign exchange forward contracts as cash flow hedges to mitigate the risk of foreign exchange exposure on highly probable forecast sales transactions.
Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to ? 17,090.40 million and ? 10,605.98
million as at March 31, 2024 and March 31, 2023, respectively. Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located in the United States. Credit risk is managed by the Company by Credit Task Force through credit approvals, establishing credit limits and continuously monitoring the recovery status of customers to which the Company grants credit terms in the normal course of business. On account of the adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss. The Company uses a provisioning policy approved by the Board of Directors to compute the expected credit loss allowance for trade receivables. The policy takes into account available external and internal credit risk factors and the Company’s historical experience for customers.
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings. Investments primarily include investment in debts mutual funds, quoted bonds.
Liquidity risk
The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The investment of surplus funds is governed by the Company’s investment policy approved by the Board of Directors. The Company believes that the working capital is sufficient to meet its current fund requirements. Accordingly, no liquidity risk is perceived.
As at March 31, 2024, the Company had a working capital of ? 23,752.07 million including cash and cash equivalents and current fixed deposits of ? 6,398.30 million and current investments of ? 2,623.06 million.
As at March 31, 2023, the Company had a working capital of ? 16,770.29 million including cash and cash equivalents and current fixed deposits of ? 5,277.15 million and current investments of ? 1,879.66 million.
Capital management risk
The Company’s objectives when managing capital is to safeguard continuity, maintain a strong credit rating and healthy capital ratios in order to support its business and provide adequate return to shareholders through continuing growth. The Company’s capital management aims to ensure that it maintains a stable capital structure with the focus on total equity to uphold investor, creditor, and customer confidence and to ensure future development of its business. The Company sets the amount of capital required on the basis of annual business and long-term operating plans which include capital and other strategic investments. The funding requirements are met through a mixture of equity, internal fund generation and current and non-current borrowings.
The company has adopted Ind AS 116, Leases; and has recognized notional interest on lease liability of ? 147.50 million under finance costs for year ended March 31, 2024 (Previous year ? 119.73 Million).
The aggregate depreciation on ROU assets has been included under depreciation and amortisation expense in the Statement of Profit and Loss. (Refer note 4.6).
* Amount of remuneration represents remuneration paid through Persistent Systems Limited only.
A Dr. Deepak Phatak retired wef April 2, 2023. Dr Ajit Ranade has been appointed wef June 6, 2023.
$ Mr. Arvind Goel and Dr. Ambuj Goyal have been appointed wef June 7, 2022 and Mr. Dan’l Lewin has been appointed wef June 10,2022. Ms. Avani Davda has joined with effect from December 21, 2021.
** Amount of remuneration represents remuneration paid through Persistent Systems Limited only.
‘***Dr Anant Jhingran retired wef November 20, 2022 and Mr. Thomas Kendra and Mr. Guy Eiferman retired wef July 19, 2022 and Mr. Pradeep Bhargava retired wef July 19, 2022.
# The remuneration to the key managerial personnel does not include the provisions made for gratuity, long service awards and leave benefits, as they are determined on an actuarial basis for the Company as a whole.
Terms and conditions of transactions with related parties:
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. All other outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have guarantees and letters of comfort provided for subsidiaries. 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).
Letters of comfort of USD 24.69 Million: Rs. 2,059.15 Million (March 31, 2023: 4,247.37) to bank for loans availed by subsidiary of the Company.
34\ Employees stock option plans (ESOP)
Certain information in this note relating to number of shares, options and per share/option price has been disclosed in full and is not rounded off.
The vesting period and conditions of the above ESOP schemes is as follows:
All the above ESOP schemes have service condition (other than Grant Category 1 of scheme XI which Is based on performance criteria), which require the employee to complete a specified period of service, as a vesting condition. The vesting pattern of various schemes has been provided below:
d. Effect of the employee share-based payment plans on the statement of profit and loss and on its financial position
Compensation expense arising from equity-settled employee share-based payment plans for the year ended March 31, 2024 amounted to ? 1091.75 million (Previous year ? 1360.28 million). The liability for employee stock options outstanding as at March 31, 2024 is ? 2,227.72 million (Previous year ? 2,222,02 million).
2. The fair value of the awards are estimated using the Black-Scholes Model for time and non-market performance based options.
Note: The company has done a share split of 1:2, the impact of this has been given to options granted to the employees of the company ((refer note 16(a)).
The inputs to the model include the share price at date of grant, exercise price, expected volatility, expected dividends, expected term and the risk-free rate of interest. Expected volatility during the expected term of the options is based on historical volatility of the observed market prices of the Company’s publicly traded equity shares and has been modelled based on historical movements in the market prices of the publicly traded equity shares during a larger period after excluding outliers to smoothen the fluctuations.
35\ Contingent liabilities
a. Claims against the company not acknowledged as debt1
|
|
(In T million)
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Sr. No.
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As at March 31, 2024
|
As at March 31, 2023
|
1 Indirect tax matters
|
|
|
i. In respect to the order passed by the Learned Principal Commissioner of Service Tax, Pune, for Service tax under import of services on reverse charge basis for the Financial Year 2014-15, the Company has filed an appeal against the order passed by Learned Principal Commissioner of Service Tax, Pune with the Hon’ble Central Excise and Service Tax Appellate Tribunal (CESTAT) on September 23, 2017.
The Hon’ble CESTAT decided and passed the order on January 28,2023 with the direction that the entire show cause notice passed by the Principal Commissioner of Service Tax will now be taken up for fresh adjudication and the judgments noted in the Order of the Hon’ble CESTAT and other submissions, if any, be considered while adjudicating the show cause notice.
The Company has filed Appeal against the CESTAT Order with Hon’ble High Court on March 13,2023.
The Company has paid T 165.58 million under protest towards the demand and the same forms part of the GST receivable balance.
If the appeal filed as mentioned above results in a demand, there will be no impact on the profitability as the Company will be eligible to claim credit/refund for the amount paid.
|
173.78
|
173.78
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ii. Other Pending litigations in respect of Indirect taxes.
|
7.77
|
| 8.20
|
2 Income tax demands disputed in appellate proceedings. b. Letter of Comfort on behalf of Subsidiaries
Sr. No.
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1,102.72
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1,023.34 (In ? million)
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As at March 31, 2024
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As at March 31, 2023
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1 Letters of comfort on behalf of subsidiary
( USD 24.69 Million (Previous year : USD 51.69 Million) )
**The Company, based on independent legal opinions and judgments in favour o that the liabilities with respect to the above matters is not likely to arise and there the financial statements.
36\ Capital and other commitments
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2,059.15 4,247.37
f the Company in the earlier years, believes fore, no provision is considered necessary in
(In ? million)
As at
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March 31, 2024
|
March 31, 2023
|
Capital commitments
|
|
|
Estimated amount of contracts remaining to be executed on capital account and not provided for
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359.76
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158.71
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Other commitments
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|
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Forward contracts
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21,881.33
|
19,051.50
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45\The Company has deposits of ? 430 million with the financial institutions viz. Infrastructure Leasing & Financial Services Ltd. (IL&FS) and IL&FS Financial Services Ltd. (referred to as “IL&FS Group”) as on the balance sheet date. These were due for maturity from January 2019 to June 2019. In view of the uncertainty prevailing with respect to recovery of outstanding balances from IL&FS Group, Management of the Company has fully provided for these deposits along with interest accrued thereon till the date the deposits had become doubtful of recovery. The Management is hopeful of recovery though with a time lag. The Company continues to monitor developments in the matter and is committed to take steps including legal action that may be necessary to ensure full recovery of the said deposits.
46\ The Company has working capital facilities from banks on the basis of security of trade receivables. The quarterly
statements of trade receivables filed by the Company with banks are in complete agreement with the books of accounts.
47\EThe Company has not advanced / loaned / invested funds to any entities, including foreign entities (Intermediaries), with the understanding that the Intermediary shall directly or indirectly lend or invest in other entities by or on behalf of the Company (Ultimate Beneficiaries). Further, the Company has not provided any guarantee, security to or on behalf of the Ultimate Beneficiaries.
48\ The Company has not received funds from any entities, including foreign entities (Funding Parties), with the
understanding that the Company shall directly or indirectly, lend or invest in other persons or entities by or on behalf of the Funding Party (Ultimate Beneficiaries). Further, the Company has not provided any guarantee, security on behalf of the Ultimate Beneficiaries.
49\ During the period Persistent Systems Limited, Australia branch has entered into business transfer agreement and
accordingly business of the Australia branch has been transfered to Persistent Systems Australia Pty Ltd with effect from October 01, 2023. Since both the entities are under common control of PSL, it falls under purview of appendix C of Ind-AS 103 accordingly accounting is done under pooling of interest method.
50\ The Board of Directors of the Company at its meeting held on January 20, 2024, approved the Scheme of Merger of Capiot Software Private Limited (Wholly Owned Subsidiary) into Persistent Systems Limited, and accordingly, an application of Merger has been filed with the National Company Law Tribunal, Mumbai (NCLT) on March 22, 2024.
51\ The Share Purchase Agreement (‘SPA’) for the transfer of the 100% shareholding of Persistent Systems UK Limited (subsidiary) from Aepona Group Limited, Ireland (subsidiary) to Persistent Systems Limited was executed on Tuesday, March 19, 2024.
52\ The Business Transfer Agreement has been executed for the transfer of the business of the UK Branch of the Company to Persistent Systems UK Limited effective from April 1, 2024.
53\ The Ministry of Corporate Affairs (MCA) has issued a notification (Companies (Accounts) Amendment Rules, 2021) which is effective from 1st April 2023, states that every company which uses accounting software for maintaining its books of account shall use only the accounting software where there is a feature of recording audit trail of each and every transaction, and further creating an edit log of each change made to books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company uses a SaaS based ERP as a primary accounting software for maintaining books of account, which has a feature of recording audit trail edit logs facility and that has been operative throughout the financial year for the transactions recorded in the software impacting books of account at application level.
The database of the accounting software is operated by a third-party software service provider. The ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organisation) includes suitability of the design and operating effectiveness of controls. However, the availability of audit trail (edit logs) are not covered in the said report.
In our view, the company’s ERP being a SaaS based software, the audit trail at the database level is not applicable.
54\ In respect of export incentives pertaining to previous periods amounting to ? 255.52 million, which have been refunded under protest with interest of ? 41.03 million, aggregating to ? 296.55 million, the Holding Company had filed an application with Directorate General of Foreign Trade (DGFT). The Company believes that its services were eligible for the export incentives and the dispute is purely an interpretation issue given the highly technical nature. With the intention of avoiding litigation and settling the dispute, the Company had applied before the Settlement Commission for settlement of the case and had offered to forego ? 296.55 million. The Company had recognized a provision of ? 296.55 million for the quarter ended 31 December 2022, which was presented as an “exceptional item” in the statement of profit and loss for that period. During the quarter, the Settlement Commission has approved the Company’s application and has settled the liability of ? 296.55 million including interest. As the amount has already been provided for in full by the Company, no further adjustment is necessary in these financial statements.
55\ The financial statements are presented in ? Million and decimal thereof except for per share information or as otherwise stated.
56\ Previous year’s figures have been regrouped where necessary to conform with the current year’s classification. The impact of such regrouping is not material to financial statements.
1
Set-off availed: The Company spent an excessive amount of INR 55.50 Million in FY 2020-21. In FY 2022-23, the Management has claimed partial set-off against this excessive CSR spend amounting to INR 23.39 Million.
The Company continues to have an amount of INR 32.11 Million available in its book for set off till the end of FY 2023-24 as it is the third (last) year from the year of excessive spend.
38\ Business Combinations
Pursuant to a share purchase agreement, the Company acquired 100% equity interest in MediaAgility India Private Limited on April 29, 2022 for a consideration of ? 971.45 Million. During the year ended March 31, 2023 the acquisition of the said business was accounted by applying the acquisition method on provisional basis in the consolidated financial statements of the Company.
During the period, the purchase price allocation was completed and the purchase price is allocated to identifiable assets
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