(k) Provisions, contingent liabilities and
commitments
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, for example, under
an insurance contract, 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 and 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.
Contingent liability
Contingent liability is disclosed in the case of:
• A present obligation arising from past
events, when it is not probable that an
outflow of resources will not be required to
settle the obligation
• A present obligation arising from past
events, when it cannot be measured
reliably.
• A possible obligation arising from past
events, unless the probability of outflow of
resources is remote.
The Company does not recognize a contingent
liability but discloses its existence in the
Standalone Financial Statements.
Commitments include the amount of purchase
order (net of advances) issued to parties fo
completion of assets. Provisions, contingen
liabilities, contingent assets and commitments
are reviewed at each balance sheet date.
(l) Retirement and other employee benefits
Retirement benefit in the form of Providen
Fund and Employee State Insurance is c
defined contribution schemes. The Company
has no obligation, other than the contribution
payable to the fund. The Company recognizes
contribution payable to these schemes as
an expense, when an employee renders the
related service. If the contribution payable to
the scheme for service received before the
balance sheet date exceeds the contribution
already paid, the deficit payable to the scheme
is recognised as a liability after deducting the
contribution already paid. If the contribution
already paid exceeds the contribution due fo
services received before the balance shee
date, then excess is recognised as an asset to
the extent that the pre-payment will lead to
for example, a reduction in future payment o
a cash refund.
The Company operates a defined benefi-
gratuity plan in India, which requires
contributions to be made to a separately
administered fund.
The cost of providing benefits under the
defined benefit plan is determined using the
projected unit credit method.
Remeasurements, comprising of actuaria
gains and losses, the effect of the asset ceiling
excluding amounts included in net interest on
the net defined benefit liability and the return
on plan assets (excluding amounts included in
net interest on the net defined benefit liability)
are recognised immediately in the balance
sheet with a corresponding debit or credit to
retained earnings through OCI in the perioc
in which they occur. Remeasurements are
not reclassified to profit or loss in subsequen
periods.
Past service costs are recognised in profit o
loss on the earlier of:
• The date of the plan amendment oi
curtailment, and
• The date that the Company recognises
related restructuring costs
Net interest is calculated by applying the
discount rate to the net defined benefi
liability or asset. The Company recognises the
following changes in the net defined benefi
obligation as an expense in the statement of
profit and loss:
• Service costs comprising current service
costs, past-service costs, gains and
losses on curtailments and non-routine
settlements; and
• Net interest expense or income
Short term employee benefits
Accumulated leave, which is expected to be
utilized within the next twelve months, is treated
as short-term employee benefit. The Company
measures the expected cost of such absences
as the additional amount that it expects to pay
as a result of the unused entitlement that has
accumulated at the reporting date.
The Company treats accumulated leave
expected to be carried forward beyond twelve
months, as long-term employee benefit for
measurement purposes. Such long-term
compensated absences are provided for
based on the actuarial valuation using the
projected unit credit method at the year-end.
Actuarial gains/losses are immediately taken
to the statement of profit and loss and are not
deferred.
However, the Company presents the entire
provision towards accumulated leave as a
current liability in the balance sheet, since it
does not have an unconditional right to defer
its settlement for twelve months after the
reporting date.
(m) Hired contractors cost
Hired contractors cost represents cost of
technical sub-contractors for service delivery
to the Company's customers. These costs are
accrued based on services received from the
sub-contractors in line with the terms of the
contract.
(n) Share-based payments
Employees (including senior executives) of the
Company receive remuneration in the form of
share-based payments, whereby employees
render services as consideration for equity
instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is
determined by the fair value at the date
when the grant is made using an appropriate
valuation model.
That cost is recognised, together with a
corresponding increase in Share-Based
Payment (SBP) reserves in equity, over the
period in which the performance and/or
service conditions are fulfilled in employee
benefits expense. The cumulative expense
recognised for equity-settled transactions
at each reporting date until the vesting date
reflects the extent to which the vesting period
has expired and the Company's best estimate
of the number of equity instruments that will
ultimately vest. The statement of profit and
loss expense or credit for a period represents
the movement in cumulative expense
recognised as at the beginning and end of
that period and is recognised in employee
benefits expense.
Service and non-market performance
conditions are not taken into account when
determining the grant date fair value of awards,
but the likelihood of the conditions being met
is assessed as part of the Company's best
estimate of the number of equity instruments
that will ultimately vest. Market performance
conditions are reflected within the grant date
fair value. Any other conditions attached to
an award, but without an associated service
requirement, are considered to be non¬
vesting conditions. Non-vesting conditions are
reflected in the fair value of an award and lead
to an immediate expensing of an award unless
there are also service and/or performance
conditions.
No expense is recognised for awards that
do not ultimately vest because non-market
performance and/or service conditions have
not been met. Where awards include a market
or non-vesting condition, the transactions are
treated as vested irrespective of whether the
market or non-vesting condition is satisfied,
provided that all other performance and/or
service conditions are satisfied.
When the terms of an equity-settled award are
modified, the minimum expense recognised
is the expense had the terms had not been
modified, if the original terms of the award are
met. An additional expense is recognised for
any modification that increases the total fair
value of the share-based payment transaction
or is otherwise beneficial to the employee as
measured at the date of modification. Where
an award is cancelled by the entity or by the
counterparty, any remaining element of the fair
value of the award is expensed immediately
through profit or loss.
The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.
(o) 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
Initial recognition and measurement
Financial assets are classified, at initial
recognition, as subsequently measured
at amortized cost, fair value through other
comprehensive income (OCI), and fair value
through profit or loss.
The classification of financial assets at initial
recognition depends on the financial asset's
contractual cash flow characteristics and the
Company's business model for managing
them. With the exception of trade receivables
that do not contain a significant financing
component or for which the Company has
applied the practical expedient, the Company
initially 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. Trade receivables that do not contain
a significant financing component or for
which the Company has applied the practical
expedient are measured at the transaction
price determined under Ind AS 115. Refer to the
accounting policies in section Revenue from
contracts with customers.
For a financial asset to be classified and
measured at amortized cost or fair value
through OCI, it needs to give rise to cash
flows that are ‘solely payments of principal
and interest (SPPI)' on the principal amount
outstanding. This assessment is referred to as
the SPPI test and is performed at an instrument
level.
The Company's business model for managing
financial assets refers to how it manages
its financial assets in order to generate
cash flows. The business model determines
whether cash flows will result from collecting
contractual cash flows, selling the financial
assets, or both.
Purchases or sales of financial assets that
require delivery of assets within a time frame
established by regulation or convention in
the market place (regular way trades) are
recognised on the trade date, i.e., the date that
the Company commits to purchase or sell the
asset.
Subsequent measurement
For purposes of subsequent measurement,
financial assets are classified in three
categories:
• Financial assets at amortized cost (debt
instruments)
• Financial assets designated at fair value
through OCI with no recycling of cumulative
gains and losses upon derecognition
(equity instruments)
• Financial assets at fair value through profit
or loss
Financial assets at amortized cost (debt
instruments)
A ‘debt instrument' is measured at the
amortized cost if both the following conditions
are met:
a) The asset is held within a business model
whose objective is to hold assets for
collecting contractual cash flows, and
b) Contractual terms of the asset give rise
on specified dates to cash flows that are
Solely Payments of Principal and Interest
(SPPI) on the principal amount outstanding.
After initial measurement, such financial assets
are subsequently measured at amortized
cost using the EIR method. Amortized 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 profit or loss. The losses arising from
impairment are recognised in the profit or loss.
This category generally applies to trade and
other receivables.
Financial assets designated at fair value
through OCI with no recycling of cumulative
gains and losses upon derecognition (equity
instruments)
Upon initial recognition, the Company can elect
to classify irrevocably its equity investments
as equity instruments designated at fair value
through OCI when they meet the definition of
equity under Ind AS 32 Financial Instruments:
Presentation and are not held for trading. The
classification is determined on an instrument-
by-instrument basis. Equity instruments
which are held for trading and contingent
consideration recognised by an acquirer in
a business combination to which Ind AS103
applies are classified as at FVTPL.
Gains and losses on these financial assets are
never recycled to profit or loss. Dividends are
recognised as other income in the statement
of profit and loss when the right of payment has
been established, except when the Company
benefits from such proceeds as a recovery of
part of the cost of the financial asset, in which
case, such gains are recorded in OCI. Equity
instruments designated at fair value through
OCI are not subject to impairment assessment.
The Company elected to classify irrevocably
its non-listed equity investments under this
category.
Financial assets at fair value through profit or
loss
Financial assets at fair value through profit or
loss are carried in the balance sheet at fair
value with net changes in fair value recognised
in the statement of profit and loss.
This category includes derivative instruments
and listed equity investments which the
Company had not irrevocably elected to
classify at fair value through OCI. Dividends on
listed equity investments are recognised in the
statement of profit and loss when the right of
payment has been established.
Derecognition
A financial asset (or, where applicable, a part
of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e.
removed from the Company's balance sheet)
when:
a) the rights to receive cash flows from the
asset have expired, or
b) the Company has transferred its rights to
receive cash flows from the asset, and
i. the Company has transferred
substantially all the risks and rewards
of the asset, or
ii. the Company has neither transferred
nor retained substa ntia lly a ll the risks
and rewards of the asset, but has
transferred control of the asset.
When the Company has transferred its rights to
receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates
if and to what extent it has retained the risks
and rewards of ownership. When it has neither
transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred
control of the asset, the Company continues to
recognise the transferred asset to the extent
of the Company's continuing involvement. In
that case, the Company also recognises an
associated liability. The transferred asset and
the associated liability are measured on a
basis that reflects the rights and obligations
that the Company has retained.
Continuing involvement that takes the form
of a guarantee over the transferred asset is
measured at the lower of the original carrying
amount of the asset and the maximum
amount of consideration that the Company
could be required to repay.
Impairment of financial assets
In accordance with Ind AS 109, the Company
applies Expected Credit Loss (ECL) model for
measurement and recognition of impairment
loss on the following financial assets and credit
risk exposure:
a) Financial assets that are debt instruments,
and are measured at amortized cost
e.g., loans, debt securities, deposits, trade
receivables and bank balance
b) Trade receivables or any contractual right
to receive cash or another financial asset
that result from transactions that are within
the scope of Ind AS 115.
The Company follows ‘simplified approach' for
recognition of impairment loss allowance on:
• Trade receivables or contract revenue
receivables; and
• Other financial assets
The application of simplified approach does
not require the Company to track changes
in credit risk. Rather, it recognises impairment
loss allowance based on lifetime ECLs at each
reporting date, right from its initial recognition.
Lifetime ECL are the expected credit losses
resulting from all possible default events over
the expected life of a financial instrument.
ECL is the difference between all contractual
cash flows that are due to the Company in
accordance with the contract and all the cash
flows that the entity expects to receive (i.e., all
cash shortfalls), discounted at the original EIR.
When estimating the cash flows, an entity is
required to consider:
• All contractual terms of the financial
instrument (including prepayment,
extension, call and similar options) over the
expected life of the financial instrument.
However, in rare cases when the expected
life of the financial instrument cannot
be estimated reliably, then the entity is
required to use the remaining contractual
term of the financial instrument
• Cash flows from the sale of collateral held
or other credit enhancements that are
integral to the contractual terms
As a practical expedient, the Company
evaluates individual balances to determine
impairment loss allowance on its trade
receivables. The evaluation is based on its
historically observed default rates over the
expected life of the trade receivables and is
adjusted for forward-looking estimates. At
every reporting date, the historical observed
default rates are updated and changes in the
forward-looking estimates are analysed.
ECL impairment loss allowance (or reversal)
recognised during the period is recognised as
expense/ income in the statement of profit and
loss. This amount is reflected under the head
‘other expenses' in the statement of profit and
loss. Financial assets measured as at amortized
cost and contractual revenue receivables: ECL
is presented as an allowance, i.e., as an integral
part of the measurement of those assets in the
balance sheet. The allowance reduces the net
carrying amount. Until the asset meets write¬
off criteria, the Company does not reduce
impairment allowance from the gross carrying
amount. For assessing increase in credit risk
and impairment loss, the Company combines
financial instruments on the basis of shared
credit risk characteristics with the objective
of facilitating an analysis that is designed to
enable significant increases in credit risk to be
identified on a timely basis.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial
recognition, as financial liabilities at FVTPL, loans
and borrowings, payables, as appropriate.
All financial liabilities are recognised initially
at fair value and, in the case of loans and
borrowings and payables, net of directly
attributable transaction costs.
The Company's financial liabilities include trade
and other payables, contingent consideration
and loans and borrowings including bank
overdrafts and cash credits.
Subsequent measurement
The measurement of financial liabilities
depends on their classification, as described
below:
Financial liabilities at fair value through profit
or loss (Contingent consideration)
Financial liabilities at fair value through profit or
loss include financial liabilities held for trading
and financial liabilities designated upon initial
recognition as at fair value through profit or
loss.
Financial liabilities designated upon initial
recognition at fair value through profit or loss
are designated as such at the initial date of
recognition, and only if the criteria in Ind AS 109
are satisfied. For liabilities designated as FVTPL,
fair value gains/ losses attributable to changes
in own credit risk are recognised in OCI. These
gains/ losses are not subsequently transferred
to P&L However, the Company may transfer
the cumulative gain or loss within equity. All
other changes in fair value of such liability are
recognised in the statement of profit and loss.
Financial liabilities at amortized cost (Loans
and borrowings)
After initial recognition, interest-bearing loans
and borrowings are subsequently measured
at amortized cost using the EIR method. Gains
and losses are recognised in profit or loss
when the liabilities are derecognised as well as
through the EIR amortisation process.
Amortized 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.
Derecognition
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 or loss.
Reclassification of financial assets
The Company determines classification
of financial assets and liabilities on initial
recognition. After initial recognition, no
reclassification is made for financial assets
which are equity instruments and financial
liabilities. For financial assets which are debt
instruments, a reclassification is made only
if there is a change in the business model
for managing those assets. Changes to the
business model are expected to be infrequent.
The Company's senior management
determines change in the business model as
a result of external or internal changes which
are significant to the Company's operations.
Such changes are evident to external parties. A
change in the business model occurs when the
Company either begins or ceases to perform
an activity that is significant to its operations.
If the Company reclassifies financial assets, it
applies the reclassification prospectively from
the reclassification date which is the first day of
the immediately next reporting period following
the change in business model. The Company
does not restate any previously recognised
gains, losses (including impairment gains or
losses) or interest.
Offsetting of financial instruments
Financial assets and financial liabilities are
offset and the net amount is reported in the
standalone balance sheet if there is a currently
enforceable legal right to offset the recognised
amounts and there is an intention to settle on
a net basis, to realise the assets and settle the
liabilities simultaneously.
(p) Cash and cash equivalents
Cash and cash equivalent in the balance sheet
comprise cash at banks and on hand and
short-term deposits with an original maturity
of three months or less, which are subject to
an insignificant risk of changes in value.
For the purpose of the statement of standalone
cash flows, cash and cash equivalents consist
of cash and short-term deposits, as defined
above, net of outstanding bank overdrafts as
they are considered an integral part of the
Company's cash management.
(q) Segment information
The Company has only one reportable
business segment, which is rendering of Digital
Assurance and Engineering (Software testing)
Services. Accordingly, the amounts appearing
in the financial statements relate to the
Company's single business segment.
(r) Dividend
The Company recognises a liability to pay
dividend to its equity holders when the
distribution is authorised, and the distribution is
no longer at the discretion of the Company. As
per the corporate laws in India, a distribution
is authorised when it is approved by the
shareholders. A corresponding amount is
recognised directly in equity.
(s) Earnings per share
Basic earnings per share is calculated by
dividing the net profit or loss attributable to
equity holder by the weighted average number
of equity shares outstanding during the period.
Partly paid equity shares are treated as a
fraction of an equity share to the extent that
they are entitled to participate in dividends
relative to a fully paid equity share during
the reporting period. The weighted average
number of equity shares outstanding during
the period is adjusted for events such as bonus
issue, bonus element in a rights issue, share
split, and reverse share split (consolidation
of shares) that have changed the number
of equity shares outstanding, without a
corresponding change in resources.
For the purpose of calculating diluted earnings
per share, the net profit or loss for the period
attributable to its equity shareholders and
the weighted average number of shares
outstanding during the period are adjusted
for the effects of all dilutive potential equity
shares.
2.3 New and amended standards.
The Company applied for the first-time certain
standards and amendments, which are effective
for annual periods beginning on or after April 1,
2024. The Company has not early adopted any
other standard or amendment that has been
issued but is not yet effective:
(i) Insurance contracts - Ind AS 117
Ind AS 117 Insurance Contracts is a
comprehensive new accounting standard for
insurance contracts covering recognition and
measurement, presentation and disclosure. Ind
AS 117 replaces Ind AS 104 Insurance Contracts.
Ind AS 117 applies to all types of insurance
contracts, regardless of the type of entities that
issue them as well as to certain guarantees
and financial instruments with discretionary
participation features; a few scope exceptions
will apply.
The application of Ind AS 117 had no impact on
the standalone financial statements as the
Company has not entered into any contracts
in the nature of insurance contracts covered
under Ind AS 117.
(ii) Lease liability in a sale and leaseback -
Amendment to Ind AS 116
The amendment specifies the requirements
that a seller-lessee uses in measuring the
lease liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does
not recognise any amount of the gain or loss
that relates to the right of use it retains.
The amendment is effective for annual
reporting periods beginning on or after 1 April
2024 and must be applied retrospectively to
sale and leaseback transactions entered into
after the date of initial application of Ind AS 116.
The amendment does not have an impact
on the Company's standalone financial
statements as the Company has not entered
into any sale and leaseback transactions
2.4 Standards notified but not yet effective.
There are no standards that are notified and not
yet effective as on the date.
Notes:
# Cigniti Technologies (nz) Limited, New Zealand, wholly owned subsidiary of the Company, was wound up
effective January 30, 2019.
Investment impairment testing: The carrying amount of the investment is tested annually for impairment
using discounted cash-flow models of subsidiary's recoverable value compared to the carrying value and
comparable multiple method. A deficit between the recoverable value and the carrying value of investment
would result in impairment. The inputs to the impairment testing model which have the most significant
impact on recoverable value include:
- Projected revenue growth, operating margins and operating cash-flows in the years 1-5;
- Stable long-term growth rates beyond five years and in perpetuity; and
- Discount rates that represent the current market assessment of the risks specific to the subsidiary, taking
into consideration the time value of money.
The impairment test model includes sensitivity testing of key assumptions, including revenue growth, operating
margin and discount rate.
Based on the approved business plan and valuation assessment, the management of the Company expects
growth in operations and sustained profitability. The projections of the business is above the book value of its
investments indicating no signs of impairment. Accordingly, these financial statements do not include any
adjustment relating to impairment of investments.
* Investments value rounded off in lakhs.
There are no disputed trade receivables in the current and previous year.
No trade or other receivable are due from directors or other officers of the Company either severally or jointly
with any other person. Nor any trade or other receivable are due from firms or private companies respectively
in which any director is a partner, a director or a member.
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's
length transactions. The Company has recorded an allowance for credit loss of Rs. 20.44 lakhs on receivables
relating to amounts owed by related party (March 31, 2024: Rs. 20.44 lakhs). This assessment is undertaken
(b) Terms/rights attached to equity shares
The Company has one class of equity shares having par value of Rs. 10/- 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 Annual
General Meeting. In the event of liquidation of the Company, the holders of the equity shares will be
entitled to receive the 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.
Unbilled receivables: Unbilled receivables are initially recognised for the revenue earned in excess of amounts
billed to clients as at the balance sheet date. Upon completion of acceptance by the customer, the amounts
recognised as unbilled receivables are reclassified to trade receivables. During the year ended March 31,
2025, Rs. 1,530.24 lakhs of unbilled receivables as at March 31, 2024 has been reclassified to trade receivables
on completion of performance obligation. During the year ended March 31, 2024, Rs. 1,239.27 lakhs of unbilled
receivables as at March 31, 2023 has been reclassified to trade receivables on completion of performance
obligation.
22.3 Performance obligation
The Company has arrangements with the customer which are primarily “time and material” basis. The
performance obligation in case of time and material contracts is satisfied over time. Revenue is recognised
as and when the services are performed.
The Company also performs work under “fixed-price” arrangements. Revenue from fixed-price contracts is
recognized as per the ‘percentage- of-completion' method, where the performance obligations are satisfied
over time and when there is no uncertainty as to measurement or collectability of consideration. When there
is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such
uncertainty is resolved. Percentage of completion is determined based on the project costs incurred to date
as a percentage of total estimated project costs required to complete the project. The input method has
been used to measure the progress towards completion as there is direct relationship between input and
productivity. There is no unrecognised revenue out of fixed-price arrangements.
The payment is due with in 0-90 days from the time the customer accepts the work performed by the
Company.
*Salaries, wages and bonus includes an amount of Rs. Nil (March 31, 2024: Rs. 2,031.00 lakhs) towards accrual
of long service rewards for certain employees on completion of 25 years of the Company.
#Certain employees of the Company are entitled to stock options granted by Coforge Limited (the Company's
Parent Company) under the Coforge Employee Stock Option Plan 2005, in relation to services received by the
Company. The Company accrues for the cost of employees stock option determined under the fair value
method over the vesting period of the option, which is reimbursed to the Parent Company. During the year
ended March 31, 2025 Rs 39.15 lakhs (March 31, 2024: Nil) was charged to the Company by the Parent Company.
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 related
to income taxes levied by the same tax authority.
The Company has established a comprehensive system of maintenance of information and documents
as required by the transfer pricing regulations under Sections 92-92F of the Income-Tax Act, 1961. Since
the law requires existence of such information and documentation to be contemporaneous in nature, the
Company continuously updates its documents for the international transactions entered into with the
associated enterprises during the financial year. The 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 for the year and that of provision for taxation.
31 Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the
parent by the weighted average number of equity shares outstanding during the year including vested and
exercisable employee stock options granted till date.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the parent by the
weighted average number of equity shares outstanding during the year plus the weighted average number
of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity
shares excluding vested and exercisable employee stock options granted till date.
The following reflects the profit and share data used in the basic and diluted EPS computations:
I. Defined benefit plan
The Company has a defined benefit gratuity plan, governed by Payment of Gratuity Act, 1972. Every
employee who has completed five years or more of service is entitled to a gratuity on departure at 15 days
of last drawn basic salary for each completed year of service. The scheme is funded through a policy with
LIC. The following tables summarise net benefit expenses recognised in the statement of profit and loss,
the status of funding and the amount recognised in the Balance sheet for the gratuity plan:
33 Share based payments
Under the Employee Stock Option Plan, the Company, at its discretion, may grant share options to employees
of the Company. The remuneration committee of the board evaluates the performance and other criteria
of employees and approves the grant of options. These options vest with employees over a specified period
ranging from 1 to 5 years subject to fulfilment of certain conditions. Upon vesting, employees are eligible to
apply and secure allotment of Company's shares at a price equal to the face value. The fair value of share
options granted is estimated at the date of grant using a Black- Scholes model, taking into account the terms
and conditions upon which the share options were granted. It takes into account historical and expected
dividends, and the share price fluctuation covariance of the Company and its competitors to predict the
distribution of relative share performance.
The expense recognised for employee services received during the year is shown in the following table:
As the future liability for gratuity and leave encashment is provided on an actuarial basis for the
Company as a whole, the amount pertaining to the Key Management personnel and their relatives is not
ascertainable and, therefore, not included above.
The transactions with related parties are made on terms equivalent to those that prevail in arm's length
transactions. This assessment is undertaken each financial year through examining the financial position
of the related party and the market in which the related party operates. Outstanding balances at the
year-end are unsecured, interest free and settlement occurs in cash.
Transactions of the Company with related parties have not been disclosed as related party transactions
for the period after which they ceased to be related parties.
36 Significant accounting judgements, estimates and assumptions
The preparation of the Company's financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods.
Other disclosures relating to the Company's exposure to risks and uncertainties includes:
• Capital management Note 40
• Financial risk management objectives and policies Note 38
• Sensitivity analyses disclosures Notes 32 and 38.
Judgements
Determining the lease term of contracts with renewal and termination options - Company as lessee
The Company determines the lease term as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by
an option to terminate the lease, if it is reasonably certain not to be exercised.
The Company has several lease contracts that include extension options. The Company applies judgement
in evaluating whether it is reasonably certain whether or not to exercise the option to renew the lease. That
is, it considers all relevant factors that create an economic incentive for it to exercise the renewal . After the
commencement date, the Company reassesses the lease term if there is a significant event or change in
circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew
(e.g., construction of significant leasehold improvements or significant customisation to the leased asset).
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting
date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below. The Company based its assumptions and
estimates on parameters available when the financial statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or circumstances
arising that are beyond the control of the Company. Such changes are reflected in the assumptions when
they occur.
(i) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit
will be available against which the losses can be utilised. Significant management judgement is required
to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and
the level of future taxable profits together with future tax planning strategies (Refer note 30).
(ii) Defined employee benefit plans (Gratuity)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include the determination of the discount rate, future
salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term
nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions
are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount
rate for plans operated in India, the management considers the interest rates of government bonds in
currencies consistent with the currencies of the post-employment benefit obligation.
The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality
tables tend to change only at interval in response to demographic changes. Future salary increases and
gratuity increases are based on expected future inflation rates for the respective countries. Further details
about gratuity obligations are given in note 32.
(iii) Estimating the incremental borrowing rate
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its
incremental borrowing rate (ibr) to measure lease liabilities. The IBR is the rate of interest that the Company
would have to pay to borrow over a similar term, and with a similar security, the funds necessary to
obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR
therefore reflects what the Company ‘would have to pay', which requires estimation when no observable
rates are available (such as for subsidiaries that do not enter into financing transactions) or when they
need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in
the subsidiary's functional currency). The Company estimates the IBR using observable inputs (such as
market interest rates) when available and is required to make certain entity-specific estimates (such as
the subsidiary's stand-alone credit rating).
(iv) Allowance for credit losses on receivables and unbilled revenue
The Company has determined the allowance for credit losses based on the ageing status and historical
loss experience adjusted to reflect current and estimated future economic conditions. The Company
considered current and anticipated future economic conditions relating to industries the Company
deals with and the countries where it operates. In calculating expected credit loss, the Company has also
considered historical pattern of credit loss, the likelihood of increased credit risk. Further details about
allowance for credit losses are given in note 7.
The Company's principal financial liabilities comprise borrowings, trade and other payables. The main purpose
of these financial liabilities is to finance the Company's operations. The Company's principal financial assets
include trade and other receivables and cash and cash equivalents that derive directly from its operations.
The Company is exposed to market risk, credit risk and liquidity risk. The Company's management oversees
the management of these risks. The Company's financial risk activities are governed by appropriate policies
and procedures and that financial risks are identified, measured and managed in accordance with the
Company's policies and risk objectives. The Board of Directors reviews and agrees policies for managing
each of these risks, which are summarised below.
A Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or
customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating
activities (primarily trade receivables) and from its financing activities, including deposits with banks and
financial institutions, foreign exchange transactions and other financial instruments. None of the financial
instruments of the Company result in material concentration of credit risk, except for trade receivables.
The Company considers a counterparty whose payment is due more than 365 days after the due date as
a defaulted party. This is based on considering the market and economic forces in which the entities in the
Company are operating. The Company creates provision for the amount if the credit risk of counter-party
increases significantly due to its poor financial position and failure to make payment beyond a period
of 365 days from the due date. In calculating expected credit loss, the Company has also considered
historical pattern of credit loss, the likelihood of increased credit risk.
Trade receivables as contract assets
The customer credit risk is managed by the Company's established policy, procedures and controls
relating to customer credit risk management. Before accepting any new customer, the Company uses an
internal credit scoring system to assess the potential customer's credit quality and defines credit limits
by customer. Limits and scoring attributed to customers are reviewed on periodic basis. Outstanding
customer receivables are regularly monitored. The Company's receivables turnover is quick and historically,
there were no significant defaults. Ind AS requires an entity to recognise in profit or loss, the amount of
expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to
the amount that is required to be recognised in accordance with Ind AS 109. The Company assesses at
each date of statements of financial position whether a financial asset or a group of financial assets are
impaired. Expected credit losses are measured at an amount equal to the life time expected credit losses
if the credit risk on the financial asset has increased significantly since initial recognition. The Company
has used a practical expedient by computing the expected credit loss allowance for trade receivables
based on a provision matrix. The provision matrix takes into account historical credit loss experience and
adjusted for forward-looking information.
As at March 31, 2025, the Company had 17 customers (March 31, 2024: 16 customers) that owed the
Company more than 1% each of total receivable from parties other than related parties and accounted
for approximately 90% (March 31, 2024: 94%) of receivables. There were 5 customers (March 31, 2024: 3
customers) with balances greater than 5% accounting for approximately 69% (March 31, 2024: 62%) of
total amounts receivable from parties other than related parties.
The Company has adequate provision as at March 31, 2025 amounting to Rs.402.69 lakhs (As at March 31,
2024: Rs. 187.21 lakhs) for receivables.
B Liquidity Risk
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of
liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use
as per requirements. The Company manages liquidity risk by maintaining adequate reserves, by availing
appropriate borrowing facilities from banks as and when required, by continuously monitoring forecast
and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.
The table below summarises the maturity profile of the Company's financial liabilities based on contractual
undiscounted payments:
C Market Risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and
other market changes. Financial instruments affected by market risk include deposits.
The sensitivity analysis in the following sections relate to the position as at March 31, 2025 and March 31,
2024.
The sensitivity analysis have been prepared on the basis that the amount of debt, the ratio of fixed to
floating interest rates of the debt and the proportion of financial instruments in foreign currencies are all
constant.
The following assumptions have been made in calculating the sensitivity analyses:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market
risks. This is based on the financial assets and financial liabilities held as at March 31, 2025 and March 31,
2024.
Cl Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of change in market interest rates. The Company's exposure to the risk of changes in market
interest rates relates primarily to the Company's working capital obligations with floating interest rates.
C2 . 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's exposure to the risk of changes in foreign exchange
rates relates primarily to the Company's operating activities (when revenue or expense is denominated in
a foreign currency).
The fluctuation in foreign currency exchange rates may have potential impact on the statement of profit
or loss and other comprehensive income and equity, where any transaction references more than one
currency or where assets / liabilities are denominated in a currency other than the functional currency of
the respective entities.
Unhedged foreign currency exposure:
The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the volatility
of the Company's net financial assets (which includes cash and cash equivalents, trade receivables,
other financial assets, trade payables, other financial liabilities), which are denominated in various foreign
currencies (viz. USD, AED, AUD, ZAR, GBP, CAD, EUR, SGD etc.).
For the year ended March 31, 2025 and March 31, 2024 , every 1% increase /(decrease) of the respective
foreign currencies compared to functional currency of the company would impact profit before tax and
equity before tax as follows for the respective currencies:
39 Segment reporting
In accordance with Indian Accounting Standard (ind AS) 108 on Operating segments, segment information has
been given in the consolidated financial statements of the Company, and therefore no separate disclosure
on segment information is given in these financial statements.
40 Capital management
For the purpose of the Company's capital management, capital includes issued equity capital, share premium
and all other equity reserves attributable to the equity holders. The primary objective of the Company's capital
management is to maximise the shareholder value.
The Company manages its capital structure in consideration to the changes in economic conditions and the
requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is net
debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and
borrowings, less cash and cash equivalents.
The Company's policy is to keep the gearing ratio at an optimal level to ensure that the debt related covenants
are complied with.
Notes:
1. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of
the above pending resolution of the respective proceedings.
2. The Company does not expect any reimbursements in respect of the above contingent liabilities.
3. Claims against the Company not acknowledged as debts as on March 31, 2025 include demand
from the Indian Income tax authorities on certain matters relating to transfer pricing. The Company
is contesting these demands and the management including its tax and legal advisors believe
that its position will more likely be upheld in the appellate process. The management believes
that the ultimate outcome of these proceedings will not have a material adverse effect on the
Company's financial position and results of operations. The Company has adequate provision in
the books for the potential liability, if any, which may arise.
(ii) In the earlier years, the Company has incorporated subsidiaries i.e. Cigniti Technologies Inc. in USA,
Cigniti Technologies Canada Inc. in Canada, Cigniti Technologies (nz) Limited in New Zealand (striked
off), Cigniti Technologies CR Limitada in Costa Rica, Cigniti Technologies (sg) Pte. Ltd in Singapore and
Cigniti Technologies (cz) Limited s.r.o, in Czech Republic without obtaining overseas direct investment
(odi) certificate from RBI. The Company is in the process of obtaining ODI approval from RBI and is in
the process of compounding FEMA related non compliances.
Management is in the process of addressing the above matters and in view of the administrative/
procedural nature of these non-compliances, believes that they will not have a material impact on
the consolidated financial statements.
c. Other litigations:
(i) In the earlier years, Cigniti Technologies Inc., USA (Cigniti USA), subsidiary of the Company had
filed a lawsuit against it's former employees and an entity related to such employees, for inter alia
misappropriation of trade secrets and various breaches of contract and fiduciary duty. Subsequent
to the year ended March 31, 2024, Cigniti USA had entered into a settlement agreement with its former
employees and an entity related to such employees, to settle the dispute and withdraw the litigation,
for an amount of USD 4.01 million and received USD 1.01 million which was recognised under other
income for the year ended March 31, 2024. During the current year, the Company has recognised
remaining amount of USD 3.00 million considering there is a reasonable certainty, established based
on realisation of second and third instalments of USD 1.00 million each and binding agreement
between the parties.
(ii) In the earlier years, the Company had received a show cause notice from the Department of
Foreign Trade (DGFT) dated August 25, 2020 and from the Directorate of Revenue Intelligence (dri),
Ahmedabad dated December 28, 2020, stating that the services provided by the Company are not
covered under technical testing and analysis services and it appears that the Company provides
services through subsidiaries in the foreign countries and accordingly the services rendered by the
Company fall under the definition of service rendered through commercial presence in a foreign
country which is not eligible for Service Exports from India Scheme (seis) benefits. The notice calls
upon the Company to show cause as to why (a) The Scrips granted amounting to Rs 659.93 lakhs for
the year ended March 31, 2017, should not be cancelled/ recovered from the Company and (b) The
penalty should not be imposed as per Customs Act, 1962.
The Company had filed responses against the aforesaid show cause notices as per the legal opinion.
Based on their internal assessment and legal opinion, Management believes that the software testing
services being provided by the Company are eligible under the SEIS and will be able to establish the
services will not fall in the category of “Supply of services through commercial presence”. In view of
the above, the Management believes that the export incentive recognised for the period April 1, 2015 to
March 31, 2020 amounting to Rs. 1,770.78 lakhs are fully recoverable (March 31, 2024: Rs. 1,770.78 lakhs).
During the current year ended March 31, 2025, the Company has made provision for export incentives
receivable/written off amounting to Rs. 3,004.83 lakhs (including export incentive received and interest
thereon for FY16-17 amounting to Rs. 1,234.05 lakhs) pertaining to the financial years 2015 to 2019,
pursuant to receipt of rejection letters from Directorate General of Foreign Trade (‘DGFT') against
such claims. The Company has filed an appeal with DGFT and based on internal assessment and
expert opinion, the Company has made a provision in books on prudence basis and disclosed as
exceptional item.
42 Leases
Company as lessee
The Company has entered into lease of its office premises and are renewable at the option of either of the
parties for a period of 11 months to 5 years. The escalation rates range from 0% to 10% per annum as per
the terms of the lease agreement. There are no sub-leases. The Company also has certain lease spaces
including guest house with lease terms of 12 months or less. The Company applies the ‘short-term lease' and
‘lease of low-value assets' recognition exemptions for these leases.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the
year:
44 Other Statutory Information
(i) No proceedings have been initiated or are pending against the Company for holding any Benami property
under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond
the statutory period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company has not advanced or loaned or invested funds to any other person or entity, including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(v) The Company has not received any fund from any person or entity, including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vi) The Company did not have any such transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax
Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.)
(vii) The Company does not have any transactions with companies struck off.
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or
any government authority.
45 On May 2, 2024, the promoters and select public shareholders of the Company entered into a Share Purchase
Agreement with Coforge Limited (“Acquirer Company”) to sell their shareholding representing up to 54.00%
of Company's expanded paid-up share capital (including potential equity shares) subject to completion of
certain closing conditions and identified conditions precedent. Upon execution of Share Purchase Agreements,
the Acquirer Company made a mandatory open offer to the public shareholders of the Company in terms of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time.
The Acquirer Company acquired 7,639,492 equity shares representing 27.73% of the Company's expanded
paid-up share capital by way of an on-market transfer on the stock exchange upon completion of other
closing conditions pursuant to the share purchase agreement. During this period, the existing five out of
six directors of the Company resigned, and the Acquirer Company appointed Executive, Non-Executive and
Independent directors to the Board of the Company. Mr. C.V. Subramanyam, Chairman and Non-Executive
director of the Company, also resigned with effect from October 1, 2024.
Additionally, the Acquirer Company acquired 1,281,239 equity shares representing 4.65% of the Company's
expanded paid-up share capital by way of open offer in terms of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended from time to time. Further, the Acquirer Company had purchased
additional 5,954,626 equity shares representing 21.62% of the Company's expanded paid-up share capital
through an off-market transaction. The Acquirer Company has, in aggregate, acquired 14,875,357 equity
shares representing 54.00% of the Company's expanded paid-up share capital.
At their meeting held on December 27, 2024, the Board of Directors of the Company have approved the
merger of the Company with the Acquirer Company. A scheme of amalgamation under Section 230 to 232
and other applicable provisions of the Companies Act, 2013 read with Rule 25 of the Companies (Compromise,
Arrangement and Amalgamation) Rules, 2016 is prepared by the Acquirer Company (“Merger Scheme”).
The Acquirer Company is in the process of completing compliances with respect to the filing of the Merger
Scheme with National Company Law Tribunal.
46 The Company has migrated to new accounting software from legacy accounting software with effect from
October 1, 2024. Legacy accounting software are used as Software as a Service (SAAS) based applications,
which are managed by a global service provider based in the USA. The service provider has confirmed that
the backup of the aforesaid software data is taken on daily basis and stored on a server in USA and not in
India. For new accounting software, the back-up of books of account is kept in servers physically located in
India on a daily basis.
47 The new accounting software used by the Company for maintaining its books of account has a feature
of recording audit trail (edit log) facility and the same has operated throughout the period for all relevant
transactions recorded in the new accounting software except that, the audit trail feature is not enabled at the
database level insofar as it relates to the new accounting software. Further, no instance of audit trail feature
being tampered with was noted in respect of the new accounting software.
As the legacy accounting software used by the Company is operated by a third-party software service
provider and in the absence of controls on audit trail in Service Organization Controls report, management
is unable to determine whether audit trail feature of the said legacy software was enabled and operated
throughout the period for all relevant transactions recorded in the legacy software or whether there were any
instances of the audit trail feature being tampered with. Additionally, we are unable to assess whether the
audit trail has been preserved as per the statutory requirements for record retention for the legacy accounting
software.
48 During the year, the Company has reassessed presentation of outstanding employee salaries and wages,
which were previously presented under ‘Trade Payables' within ‘Current Financial Liabilities'. In line with the
recent opinion issued by the Expert Advisory Committee (EAC) of the Institute of Chartered Accountants
of India (ICAI) on the “Classification and Presentation of Accrued Wages and Salaries to Employees”, the
Company has concluded that presenting such amounts under ‘Other Financial Liabilities', within ‘Current
Financial Liabilities', results in improved presentation and better reflects the nature of these obligations.
Accordingly, amounts aggregating to Rs. 804.02 lakhs as at March 31, 2025 (Rs. 2,722.04 lakhs as at March 31,
2024), previously classified under ‘Trade Payables', have been reclassified under the head ‘Other Financial
Liabilities'. Both line items form part of the main heading ‘Financial Liabilities'.
The above changes do not impact recognition and measurement of items in the financial statements, and,
consequentially, there is no impact on total equity and/ or profit for the current or any of the earlier periods.
Nor there is any material impact on presentation of cash flow statement. Considering the nature of changes,
the management believes that they do not have any material impact on the balance sheet at the beginning
of the comparative period.
As per our report of even date.
For S.R. BATLIBOI & ASSOCIATES LLP For and on behalf of the Board of Directors
ICAI Firm Registration No: 101049W/E300004 Cigniti Technologies Limited
Chartered Accountants
per Harish Khemnani Pankaj Khanna Saurabh Goel
Partner Executive Director Director
Membership No. 218576 DIN: 09157176 DIN: 08589223
Place: Gurugram Place: Noida
Krishnan Venkatachary A. Naga Vasudha
Chief Financial Officer Company Secretary
Place: Hyderabad Place: Hyderabad Place: Hyderabad
Date: May 5, 2025 Date: May 5, 2025
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