4.21 Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingencies
Provision in respect of contingencies relating to claims, litigation, assessment, fines, penalties etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.
Contingent liabilities and contingent assets:
A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognised nor disclosed in the financial statements. 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.
4.22 Share issue Expense
The company adopts Ind AS 32 for accounting of share issue expenses. Expenses associated with an equity transaction is accounted for as a deduction from equity, net of any related income tax benefit. An expense is treated as expense associated with an equity transaction if expenses is directly attributable to the equity transaction that otherwise would have been avoided. The costs of an equity transaction that is abandoned are recognised as an expense immediately upon its abandonment.
4.23 Recent 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.
In May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. April 1, 2025. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.
In August 2025, MCA notified the following amendments to:
1. Ind AS 1, Presentation of Financial Statements, applicable w.e.f. April 1, 2025 - The amendment relates to classification of liabilities as current or non-current and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants. The Company has no impact of these amendments in its classification criteria of current and non-current liabilities.
2. Ind AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments:
Disclosures, applicable w.e.f. April 1, 2025 - The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has reviewed the amendment and based on its evaluation has determined that it has no impact in its financial statements.
3. The Company has evaluated the amendments to Ind AS 109 relating to classification and measurement of financial instruments and concluded that the amendments do not have a material impact on the financial statements, except for enhanced assessment and disclosure requirements where applicable.
4. MCA has notified Ind AS 118, Presentation and Disclosure in Financial Statements, effective for annual reporting periods beginning on or after 1 April 2027. The standard introduces new presentation requirements for the Statement of Profit
and Loss, including defined categories of income and expenses, mandatory subtotals and disclosures relating to management-defined performance measures. The Company is currently evaluating the impact of adoption of the standard on its financial statement presentation and disclosures
5. MCA has notified Ind AS 119, Subsidiaries without Public Accountability: Disclosures, effective for annual reporting periods beginning on or after 1 April 2027. The standard permits eligible subsidiaries to apply reduced disclosure requirements while continuing to apply recognition and measurement requirements of other applicable Ind ASs. The Company is evaluating whether the provisions of the standard will be applicable and beneficial upon its effective date.
6. Ind AS 12, International Tax Reform - Pillar Two Model Rules applicable immediately- The amendments provide a temporary mandatory relief from deferred tax accounting for top-up tax and disclose that they have applied the relief. This relief is immediate and applies retrospectively.
10.2. Terms/Rights attached to the equity shares
The Company has equity shares having a par value of Re. 1 per share. All equity shares rank equally with regard to dividend and share in the Company's residual assets in proportion of amount paid up. The equity shares are entitled to receive dividend as declared from time to time. Each holder of the equity shares is entitled to one vote per share. On winding up of Company, the holder of equity shares will be entitled to receive the residual assets of Company, remaining after distribution of all preferential amounts in proportion to number of equity shares held. Terms attached to stock options granted to employees are described in note 28 regarding employee share based payments.
10.8. Issue of Shares Under Rights Issue:
During the year, the Company issued 69,99,85,723 Equity Shares of face value of ?1 each for cash at an issue price of ?10 per Equity Share, including a share premium of ?9 per Equity Share, aggregating to ?6,999.86 million, to the Eligible Shareholders on a rights basis in the ratio of 67 Rights Equity Shares for every 267 fully paid-up Equity Shares held as on the Record Date, i.e. June 26, 2025.The amount payable on application was ?5 per Rights Equity Share, representing 50% of the issue price, and the balance ?5 per Rights Equity Share was payable towards the final call(s), as determined by the Board of Directors / Rights Issue Committee from time to time.
General reserve
General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement of Profit and Loss as also on account of lapse of employee stock options. The Company can use this reserve for payment of dividend and issue of fully paid-up bonus shares.
Securities premium
Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium". The Company may issue fully paid-up bonus shares to its members out of the Securities Premium and the Company can use this reserve for buy-back of shares
Employees Stock Options Outstanding
The share based option outstanding account is used to recognise the grant date fair value of options issued to employees under group's employee stock option schemes
Retained earnings
Retained Earnings are profits that the Company has earned till date less dividend or other distribution or transaction with shareholders.
The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.
In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Company will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.
Note 25 : Disclosure pursuant to Employee benefits
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and employee state insurance, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contribution is charged to the Statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to provident fund and other funds for the year are as follows:
(a) Gratuity
The Company operates gratuity plan wherein every employee is entitled to the benefit as per scheme of the Company, for each completed year of service. The same is payable on retirement or termination whichever is earlier. The benefit vests only after five years of continuous service.
Risk Exposure :i. 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.
ii. 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.
iii. Liquidity Risk
Employees with high salaries and long durations or those higher in hierarchy,accumulate significant level of benefits.If some of such employees resign/retire from the company there can be strain on the cashflows.
iv. Actuarial Riska. Salary Increase Assumption
Actual Salary increases that are higher than the assumed salary escalation, will result in increase to the Obligation at a rate that is higher than expected.
b. Attrition/Withdrawal Assumption
If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact of this will depend on the demography of the company and the financials assumptions.
v. Regulatory Risk
Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the obligation which is not anticipated. Sometimes, the increase is many fold which will impact the financials quite significantly.
Note 26 : Related Party disclosures.
As per the Indian Accounting Standard on "Related Party Disclosures" (IND AS 24), the related parties of the Company are as follows :
Employee stock option (ESOP) scheme (2013-14):
The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 17, 2013, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 30, 2013. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.
Employee stock option (ESOP) scheme (2014-15)
The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 27, 2014, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 31, 2014. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.
Employee stock option (ESOP) scheme (2019-20)
The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on June 29, 2019, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on July 30, 2019. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode.
Employee Stock Appreciation Rights (SAR)
Pursuant to the resolution passed by the Board of Directors of the Company, at its meeting held on July 13, 2017 and the special resolution passed by the Members of the Company on August 11, 2017, the Infibeam Stock Appreciation Rights Scheme 2017 ("SAR Scheme 2017") was approved in accordance with the provisions of SEBI (SBEB) Regulations, having face value of ? 1.00 each. The Company has created "Infibeam Employees Welfare Fund" ("IEW Trust") by way of a trust on September 5, 2017 which will be involved in the execution of Infibeam Stock Appreciation Rights Scheme 2017 (SAR). Barclays Wealth Trustees (India) Private Limited (Barclays) are appointed as trustees of the same. Each SAR shall confer the right to the eligible employee to receive appreciation (cash settled / equity settled) with respect to the underlying Equity Share on the entitled shares after it has been exercised in accordance with terms of the Scheme.
The company has formed 'Infibeam Employee Welfare Trust' (IEW trust) for implementation of the schemes that are notified or may be notified from time to time by the Company under the plan, providing share based payment to its employees. IEW trust purchases Company's shares out of funds provided by the Company. The Company treats IEW as its extension and accordingly shares held by IEW are treated as treasury shares.
The Consolidation of the IEW trust financials statements with that of the Company does not in any manner affect the independence of the trustees where the rights and obligations are regulated by the trust deed.
Other items adjusted owing to the Trust consolidation include :
(a) Treasury shares
Upon consolidation, the investment in the Parent Company's equity shares made by IEW Trust is debited to the Group's equity as treasury shares amounting to Rs. 444.41 Millions as at March 31, 2026 (previous year: Rs. 413.51 millions).
(b) Dividend Income
The dividend income of the Trust is debited to the Group's retained earning amounting to Nil as at March 31, 2026 (previous year: Rs 0.62 millions) (shown as deduction from dividend paid).
(c) Other Non Current Financial Assets and other income
Loan advanced to the Trust is eliminated on consolidation amounting to Rs. 452.85 millions as at March 31, 2026 (previous year: Rs. Rs. 420.75 millions) forming a part of current loans.
(d) Interest Expenses
Due to significant difference in the purchase price of the shares acquired and prevailing market price of the share, the Group foresees inability of the IEW Trust to service its loan obligations and interest payment temporarily. Accordingly the Group has reduced the interest on loan to zero.
Note 30: Segment reporting
During the year, the Company had transferred its Platform Business Undertaking on a going concern basis through a slump sale to Rediff.com India Limited ("Rediff"), subsidiary of the Company (Refer note 42). Accordingly, the Company now operates in a single business segment i.e. Payment Business which includes Payment Gateway business with CC Avenue business brand and payment infrastructure including CPGS towards banks, and Credit & Lending related business and therefore, no separate disclosure on primary segment information is given in these standalone financials.
Geographical information:
Geographical segments for the Company are secondary segments. Segment revenue is analysed based on the location of customers regardless of where the services are provided from. The following provides an analysis of the Company's sales by Geographical Markets. For management purpose, the Company operates in three principal geographical areas of the world, in India, in UAE and other countries.
Note 31: Lease Company as Lessee
The Company's lease asset primarily consist of leases of office buildings and vehicles having the various lease terms. Accordingly, the Company has adopted IND AS 116 "Leases" to all lease contracts.
Following is carrying value of right of use assets recognised and the movements thereof during the year ended March 31, 2026 and March 31, 2025:
For leasehold builing , the Company had total cash out flows for leases of Rs.68.18 million in the current year (year ended March 31, 2025 Rs 65.04 million). The entire amount is in the nature of fixed lease payments. The Company had non-cash addition to right of use assets of Rs.116.70 million (year ended March 31,2025 Rs 119.19 million ) and lease liabilities of Rs. 110.65 million in the current year (year ended March 31, 2025 Rs. 116.41 million) on account of acquisition of right of use assets.
For Vehicles , the Company had total cash out flows for leases of Rs. 3.87 million in the current year (year ended March 31, 2025 Rs 4.20 million). The entire amount is in the nature of fixed lease payments. The Company had non¬ cash addition to right of use assets of Rs 5.86 million (year ended March 31,2025 Nil ) and lease liabilities of Rs 5.82 million in the current year (year ended March 31, 2025 Nil) on account of acquisition of right of use assets.
The weighted average incremental borrowing rate applied to lease liabilities is 10.65%
The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
Note 32 : Corporate Social Responsibility (CSR) Activities:
a. The Company is required to spend Rs. 36.25 millions (Previous Year Rs. 27.65 millions) on CSR activities.
b. Amount spent during the year on:
The management assessed that current investments,cash and cash equivalents, other bank balances, loans, trade receivables, trade payables, other current financial assets and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
* The management assessed that carrying value approximates to the fair value
Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs 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 for the assets or liabilities that are not based on observable market data (unobservable inputs). Level 1 - Valuation technique and significant observable inputs for assets and liabilities
Investments represents investment in quoted equity instruments. The fair value of investment is derived based on the closing market rate as per stock exchange.
Reconciliation of Level 1 fair values
The following table shows a reconciliation from the opening balances to the closing balances for Level 1 fair values.
Level 2 - Valuation technique and significant observable inputs for assets and liabilities
The fair values of the unquoted non-current investment have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows and discount rate. The probabilities of the various estimates within the range can be reasonably assessed and are used in management's estimate of fair value for these unquoted investments.
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range. For other assets and liabilities categorised under level 3, a one percentage point change in the unobservable inputs used in fair valuation does not have a significant impact in its value.
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
Ý Credit risk;
Ý Liquidity risk; and
Ý Market risk
i. Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Company manages market risk through a treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The Finance team recommends risk management objectives and policies. The activities of this operations include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.
ii. 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 principally from the Company's receivables from customers and investments in debt securities. The carrying amount of following financial assets represents the maximum credit exposure.
Financial Instruments and Cash Deposits
The credit risk from balances/deposits with Banks, current investments and other financial assets are managed in accordance with company's policy. Investment of surplus funds are primarily made in Liquid/Short Term Plan of Mutual Funds and in Bank Deposits which carry a high external rating.
Trade receivables
Trade receivables of the company are typically unsecured. Credit risk is managed through credit approvals and periodic monitoring of the creditworthiness of customers to which company grants credit terms in the normal course of business. The allowance for impairment of Trade receivables is created to the extent and as and when required, based upon the expected collectability of accounts receivables.
The maximum exposure to credit risk for trade receivables by geographic region was as follows:
The above receivables which are past due but not impaired are assessed on individual case to case basis and relate to a number of independent third party customers from whom there is no recent history of default. These financial assets were not impaired as there had not been a significant change in credit quality and the amounts were still considered recoverable based on the nature of the activity of the customer portfolio to which they belong and the type of customers. There are no other classes of financial assets that are past due but not impaired except for Trade receivables as at March 31, 2026 and March 31, 2025.
iii. Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company's objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.
The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted payments:
(a) 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. Financial instruments affected by market risk include loans and borrowings, deposits.
Foreign 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. The Company transacts business in local currency and in foreign currency, primarily in USD, AED, SAR, OMR. The Company has foreign currency trade payables and receivables and is, therefore, exposed to foreign exchange risk. The Company does not use any derivative instruments to hedge its risks associated with foreign currency fluctuations.
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD, AED, SAR and OMR rates to the functional currency of the Company, with all other variables held constant. The Company's exposure to foreign currency changes for all other currencies is not material. The impact on the Company's profit before tax is due to changes in the fair value of monetary assets and liabilities.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligations with floating interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed plus variable rate borrowings.
Equity price risk management
The Company's exposure to equity price risk arises from investment held by the Company and classified as FVTPL & FVTOCI. In general, these investments are strategic investments and are not held for trading purposes. Reports on the equity portfolio are submitted to the Company's senior management on a regular basis.
Equity price sensitivity analysis
If prices of quoted equity securities had been 5% higher / (lower), the effect on Profit before tax for the year ended March 31, 2026 and 2025 would increase / (decrease) by Rs 8.96 million and Rs 18.59 million respectively.
Note 34 : Capital management
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure in order to support its business and maximise shareholder value.
The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance).
Note 35 : Dues to micro, small and medium suppliers
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the 'Micro, Small and Medium Enterprises Development Act, 2006' ('the MSMED Act') accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2026 and March 31, 2025 has been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.
On basis of information and records available with the Company, the above disclosures are made in respect of amount due to the micro, small and medium enterprises, which have been registered with the relevant competent authorities. The above information takes into account only those suppliers who have submitted their registration details or has responded to the inquiries made by the Company for this purpose.
Note 36 : Additional Regulatory Information
A There are no proceedings that have been initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time) (earlier Benami Transactions (Prohibition) Act, 1988) and the rules made thereunder.
B The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
C The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act
read with Companies (Restriction on number of Layers) Rules, 2017, and there are no companies beyond the specified layers.
D Utilisation of Borrowed funds and share premium;
The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding (whether recorded in writing or otherwise) 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 company ("Ultimate Beneficiaries"); or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
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.
E Undisclosed Income : The Company do not have any transaction 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). Further, there was no previously unrecorded income and no additional assets were required to be recorded in the books of account during the year.
F Details of Crypto Currency or Virtual Currency : The Company has neither traded nor invested in Crypto currency or Virtual Currency during the financial year ended March 31, 2026 & year ended March 31, 2025. Further, the Company has also not received any deposits or advances from any person for the purpose of trading or investing in Crypto Currency or Virtual Currency.
G Details of Relationship with Struck off Companies
J Disclosures pursuant to regulation 34 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 and section 186 of the Companies Act, 2013
i) Investment in Non convertible Debentures - Unquoted (note 7(C))
The Company has invested its surplus funds in Non-Convertible Debentures ("NCDs") issued by unrelated corporates. The NCDs are redeemable within one year or on such other date as may be specified in the respective terms of issue and carry coupon rates ranging from 8.00 % to 9.50% per annum. Maximum balance outstanding during the year is Rs 2,750 Million (Previous year : Nil)
ii) Loan to related parties (note 7)
The Company has provided loans to subsidiary companies and KMP's which are repayable on demand on mutually agreed terms. The amount outstanding as at March 31, 2026 is Rs 473.06 million (March 31, 2025 : Rs 2394.36 million). The maximum balance outstanding during the year is Rs 6,423.29 million (Previous year : Rs 3,404.01 million)
Note 37 : Escrow balance
The Company maintains escrow account with ICICI Bank and HDFC Bank. The escrow accounts are operated as per RBI guidelines pertaining to settlement of payment for electronic payment transactions for payment gateway business. The balance in the escrow accounts represents money collected from customers on transaction undertaken and is used for settling of dues to various merchants as per RBI guidelines.
Receivable for settlement of transactions:
The balance in receivable for settlement of transaction represents the amount pending to be received from pooling bank account and payment gateway for successful online transaction completed by the customer of the merchant into the escrow accounts. These amounts once collected in escrow account will be utilized for payment to the merchants.
Payable for settlement of transactions:
The balance in payable for settlement of transaction represents the amount pending to be paid to merchant for successful online transaction completed by the customer of the merchant. The amount for the escrow accounts are transferred to the merchant designated bank account as per RBI guidelines, after deducting applicable charges.
38. The Company's transactions with associated enterprises are at arm's length. Management believes that company's domestic transactions with associated enterprises post March 31, 2026 continue to be at arm's length and that the transfer pricing legislation will not have any impact on the financial statements particularly on the amount of the tax expense for the year and the amount of the provision for the taxation at the period end.
AI enabled Digital Payments and Checkout Web Services
It comprises revenue from providing complete, simple and secure AI enabled online payment gateway and checkout web services, with a real-time Credit Card, Debit Card, Net Banking, Digital and Mobile Wallet including UPI Payments, Recharge, Cash Card and Mobile Payment transaction validation process, payment infrastructure and platforms including CPGS towards banks, and Credit & Lending related business. This enables eCommerce websites to sell products and services online, and accept payments in real time.
ii) Refer note 30 for disaggregation of revenue by geographical segments
iii) The Company believes that this disaggregation best depicts how the nature, amount, timing of its revenues and cash flows are affected by industry, market and other economic factors.
b) Transaction price allocated to remaining performance obligation
The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31, 2026 is Rs. 0.31 million (March 31, 2025 is Rs. 12.69 million) which is expected to be recognize as revenue within the next one or more than one year. Remaining performance obligation estimates are subject to change and are affected by several factors, including changes in the scope of contracts, periodic revalidations, and adjustments for currency.
*Note : The change in certain ratios compared with the previous year is primarily attributable to the sale/transfer of the Platform business undertaking to the subsidiary company with effect from September 30,2025. The ratios for the current year and previous year are therefore not directly comparable in respect of the impact arising from the sale of platform business undertaking.
42. Transfer of Platform Business Under a Business Transfer Agreement [Discontinued Business]
During the year, the Company had transferred its Platform Business Undertaking on a going concern basis through a slump sale to Rediff.com India Limited ("Rediff"), subsidiary of the Company by entering into a Business Transfer Agreement (BTA) with Rediff for the transfer of its enterprise e-commerce software platform buildaBazaar (E2E Platform) business which constitutes a common control business combination as defined under Appendix C to Ind AS 103. The transfer was undertaken to unlock value, streamline business operations and enable sharper focus and enhance operational control. The transfer became effective from September 30, 2025(Closing date).
In accordance with the Business Transfer Agreement ("BTA") entered into by the Company, the Platform business undertaking was transferred by way of slump sale on September 30, 2025. The transaction has been accounted for in accordance with the applicable requirements of Ind AS 103, "Business Combinations", considering the Platform business undertaking as a business.
Accordingly, the accounting treatment in respect of the transfer of the Platform business undertaking is as follows:
* All the assets and liabilities pertaining to the Platform business undertaking as at September 30, 2025 were transferred from the books of account of the Company in accordance with the terms of the BTA and the applicable accounting requirements.
* The results of the Platform business undertaking have been presented separately as discontinued operations in accordance with Ind AS 105, "Non-current Assets Held for Sale and Discontinued Operations".
* The comparative figures for the year ended March 31, 2025 have been restated to present the results of the Platform business undertaking separately from the Company's continuing operations, as required under Ind AS 105.
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