For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the CGU, which benefit from the synergies of the acquisition. The chief operating decision maker reviews the goodwill for any impairment at the CGU level.
The recoverable amount of a CGU is the higher of its fair value less cost to sell and its value-in-use, both of which are calculated by the Company using a discounted cash flow analysis. These calculations use pre tax cash flow projections over a period of three years, based on financial budgets approved by the management. For calculation of the recoverable amount, the Company has used the following rates:
The above discount rate is based on the weighted average cost of capital of the Company. These estimates are likely to differ from future actual results of operations and cash flows.
An analysis of sensitivity of the computation to a change in key parameters (growth rate and discount rate) based on reasonably probable assumptions, did not identify any probable scenario in which recoverable amount of the CGU would decrease below its carrying amount.
As at December 31,2024 and December 31,2023, the estimated recoverable amount of the CGU exceeded its carrying amount, hence impairment is not triggered.
9.1 Includes deemed investment on account of share based payment recharge to employees of subsidiary companies.
9.2 The total dividend recognised pertaining to FVTOCI instruments for the year ended December 31,2024 was C 472 lakh (Previous year: C 839 lakh). The Company recognises dividend in statement of profit and loss under the head ‘other income’.
The tax year for the Company being the year ending March 31,2025, the tax expense for the year is the aggregate of the provision made for the three month period ended March 31,2024 and the provision for the nine month period ended December 31,2024. The tax provision for the nine month period has been calculated seperately.
Disclosure in relation to Undisclosed Income
The Company does not have any such transactions 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).
Deferred tax
The tax effect of significant temporary differences that resulted in deferred income tax assets and liabilities are as follows:
14.1 The balance lying in unbilled receivables as at December 31,2023 is significantly billed during the current year.
14.2 The Company uses a provision matrix to determine impairment loss allowance on the portfolio trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward looking estimates. At period end, the historical observed default rates are updated and changes in the forward looking estimates are analysed. Specific allowance for loss is also been provided by the management based on expected recovery on individual customers.
(b) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of C 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(g) Shares reserved for issue under options
For details of shares reserved for issue under the ESOS of the Company (refer to note 47).
(h) Capital management
The Company is predominantly equity financed and continues to maintain adequate amount of liquidity to meet strategic and growth objectives. The Company manages its capital to ensure that it will be able to continue as going concerns while maximising the return to its stakeholders. The Company has ensured a balance between earning adequate returns on treasury asset and need to cover financial and business risk. The Company actively monitors its portfolio and has a policy in place for investing surplus funds. Appropriate limits and controls are in place to ensure that investments are made as per policy. The Company has an overdraft and other loan facilities (unsecured) sanctioned from banks to support any temporary funding requirements, as and when required.
21. Explanation of reserves
a) General reserve
The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of
other comprehensive income, items included in the general reserve will not be reclassified subsequently to the retained earnings.
b) Securities premium
The amount received in excess of face value of the equity shares is recognised in securities premium.
c) Retained earnings
Retained earnings represent the cumulative profits of the Company and the effects of measurements of defined benefit obligation.
d) Share-based payment reserve
The share-based payment reserve account is used to record the value of equity-settled share based payment transactions with employees. The amounts recorded in this account are transferred to share premium upon exercise of stock options by employees.
e) Currency fluctuation reserve
Exchange difference relating to the translation of the results and net assets of the Company’s foreign operations from their respective functional currencies to the Company’s functional currency is recognised directly in other comprehensive income and accumulated in the currency fluctuation reserve.
f) Other comprehensive income (OCI)
Other comprehensive income includes fair value changes in equity instruments and hedge reserve through OCI.
g) Hedge reserve
Forward contracts are stated at fair value at each reporting date. Changes in the fair value of the forward contracts that are designated and effective as hedges of future cash flows are recognized directly in OCI and accumulated under the hedging cash flow hedge reserve, net of applicable deferred income taxes.
h) Capital redemption reserve
The Company has recognised Capital Redemption Reserve on buyback of equity shares from its retained earnings. The amount in capital redemption reserve is equal to nominal amount of the equity shares bought back.
i) Share application money pending allotment
It represent the amount received on the application on which allotment is not yet made (pending allotment).
35. Financial risk management
The Company is exposed to various risks in relation to financial instruments. The Company’s financial assets and liabilities by category are summarised in note 36. The main types of risks are market risk (foreign currency exchange rate risk and price risk), business and credit risks and liquidity risk. The Company has in place a robust risk management policy with overall governance and oversight from the Audit Committee and Board of Directors. Risk assessment is conducted periodically and the Company has a mechanism to identify, assess, mitigate and monitor various risks to key business objectives.
The policies for managing specific risk are summarised below:
35.1 Market risk
Market risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate because of changes in market price. Such changes may result from changes in foreign currency exchange rates, interest rate, price and other market changes. The Company’s exposure to market risk is mainly due to foreign exchange rates and price risk.
Foreign currency exchange rate risk
The Company’s exposure to market risk includes changes in foreign exchange rates. Most of the Company’s transactions are carried out in INR. Exposures to currency exchange rates arise from the Company’s overseas operations, which are primarily denominated in US dollars (USD), Pounds Sterling (GBP), EURO and Emirati Dirhams (AED). As at December 31,2024 and December 31,2023, the Company has entered into foreign exchange forward contracts to hedge the effect of adverse fluctuations in foreign currency exchange rates. The details in respect of the outstanding foreign exchange forward contracts are given under note 36.2.
For the year ended December 31,2024, every 5% increase/decrease of the respective foreign currencies compared to functional currency of the Company would impact operating margins by C 1,384 lakh ( /- 5.51%) and equity ( /- 0.78%). For the year ended December 31, 2023, operating margins would increase/decrease by C 1,557 lakh ( /-4.58 %) and equity ( /- 1.05%). Exposure to foreign currency exchange rate vary during the year depending upon the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Company’s exposure to currency risk.
Price risk
The risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices, whether those changes are caused by factors specific to the individual financial instrument or its issuer, or factors affecting all similar financial instruments traded in the market. The Company has adopted disciplined practices including position sizing, diversification, valuation, loss prevention, due diligence, and exit strategies in order to mitigate losses.
The Company is exposed to price risk arising mainly from investments in mutual funds recognized at FVTPL. The details of such investment are given under note 9. If the prices had been higher/lower by 5% from the market prices existing as at the reporting date, profit would increase/decrease by C 3,599 lakh and C 2,821 lakh for the year ended December 31,2024 and for the year ended December 31,2023 respectively.
The Company is also exposed to price risk arising mainly from investments in equity instruments recognized at FVTOCI. The details of such investment are given under note 9. If the equity prices had been higher/lower by 5% from the market prices existing as at the reporting date, OCI for the year ended December 31,2024 would increase/decrease by C 1,809 lakh and C 1,248 lakh for the year ended December 31,2023.
35.2Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. For the Company, liquidity risk arises from obligations on account of financial liabilities - lease liabilities, trade payables and other financial liabilities.
Liquidity risk management
The Company continues to maintain adequate amount of liquidity/treasury to meet strategic and growth objectives. The Company has ensured a balance between earning adequate returns on liquidity/treasury assets and the need to cover financial and business risks. The Company’s treasury department is responsible for liquidity and funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Management monitors the Company’s net liquidity position through rolling forecasts on the basis of expected cash flows.
35.3 Business and credit risks
To mitigate the risk arising from high dependence on any one business for revenues, the Company has adopted a strategy of diversifying in new products/services and into different business segments. To address the risk of dependence on a few large clients and a few sectors in the business segments, the Company has also actively sought to diversify its client base and industry segments.
Credit risk refers to risk that a counter party will default on its contractual obligations resulting in financial loss to the Company. The Company is exposed to this risk for receivables from customers.
To manage credit risk, the Company periodically assesses the financial reliability of customers and other counterparties, taking into account the financial condition, current economic trends, analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivable.
Further the Company doesn’t have significant credit risk exposure to any single counter party or a group of counter parties and have adequate provision for credit risk/bad debts. Trade receivables are monitored on periodic basis for any non-recoverability of the dues. Bank balances are held with only high rated banks. Refer notes 14.3 and 14.4 for trade receivables ageing and reconciliation of loss allowance.
36.1 Fair value hierarchy
For financial reporting purpose, fair value measurements are categorised into Level 1,2, or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:
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).
The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value as at December 31,2024 and December 31,2023.
36.2 Derivative financial instruments and hedging activity
The Company’s risk management policy is to hedge substantial amount of forecast transactions for each of the major currencies presently US$, GBP £ and Euro €. The hedge limits are governed by the risk management policy. The Company uses forward foreign exchange contracts to mitigate exchange rate exposure arising from forecast sales in foreign currencies. AH forward exchange contracts have been designated as hedging instruments in cash flow hedges in accordance with Ind AS 109. Details of currency hedge and forward contract value are as under :
The Company uses foreign exchange forward contracts to hedge its exposure in foreign currency risk. Hedge is broadly classified as revenue hedge and receivable hedge.
Revenue hedge: For forecasted revenue transaction, the Company will adopt cash flow hedge and record mark to market through OCI. Effective hedge is routed through OCI in the balance sheet and the ineffective portion is immediately routed through the statement of profit and loss.
37. Contingent liabilities and capital commitments :
|
|
(C lakh)
|
Particulars
|
As at
December 31, 2024
|
As at
December 31, 2023
|
A. Contingent liabilities
|
|
|
Claims against the Company not acknowledged as debts
|
|
|
Disputed income tax, sales tax, service tax and GST demand
|
60,380
|
49,778
|
|
60,380
|
49,778
|
B. Capital commitment
|
|
|
Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for
|
585
|
907
|
Total
|
60,965
|
50,685
|
38. Auditors’ remuneration includes :
|
|
(C lakh)
|
Particulars
|
As at
December 31, 2024
|
As at
December 31, 2023
|
Audit fees (including limited review fees)
|
82
|
81
|
In any other matter:
|
|
|
Certification work
|
9
|
7
|
Out of pocket expenses
|
2
|
9
|
Total
|
93
|
97
|
39. Segment reporting
In accordance with Paragraph 4 of Indian Accounting Standard (Ind AS) 108 - 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 standalone financial statements.
One customer for the year ended December 31,2024 (December 31,2023: Nil) constituted 10% or more of the the total revenue of the Company.
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.
Rental expense recorded for short term leases as per Ind AS 116 was C 2,457 lakh (Previous year: C 44 lakh) for the year.
The Company has recognised interest on lease liability of C 311 lakh (Previous year: C 328 lakh) under finance costs. The aggregate depreciation on ROU assets has been included under ‘Depreciation and amortisation expenses’ in the Statement of Profit and Loss (refer to note 33).
42. Gratuity and other post employment benefits plans
In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, a defined benefit retirement plan covering eligible employees (completed continuous services of five years or more) of the Company. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment at fifteen days salary of an amount based on the respective employee’s salary and tenure of employment with the Company.
The following tables summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the respective plans.
43.1 Definitions
(i) Total debt represents lease liabilities.
(ii) Earnings available for debt service = Net profit after taxes Non-cash operating expenses like depreciation and other amortisation Interest -profit on sale of property, plant and equipment etc.
(iii) Debt service = Interest & lease payments
(iv) Capital employed = Tangible net worth Total debt
(v) Investments include quoted investment, unquoted investment and mutual funds.
Variances more than 25% have been explained as follows:
A Increase in debt-service ratio is due to reduced interest cost, along with reduced lease payments in the current year. ** Increase in lease liabilities due to new lease addition along with increase in net worth has led to increase in debt equity ratio
# Earnings decreased because of lower dividend income, along with increase in overall expenses in the current year
Proposed dividend
The Board of Directors at its meeting held on February 10, 2025 have recommended a payment of final dividend of C 26 per equity share of face value of C 1 each for the financial year ended December 31,2024. The above is subject to approval at the ensuing Annual General Meeting of the Company and hence is not recognised as a liability.
48. Incorporation of Crisil ESG Ratings and Analytics Limited
Pursuant to SEBI notification dated July 3, 2023 under the SEBI (Credit Rating Agencies) (Amendment) Regulations, 2023, Crisil’s Board of Directors approved the transfer of its ESG rating business to step down subsidiary of Crisil, incorporated on September 26, 2023. On April 25, 2024, Crisil ESG Ratings and Analytics Limited (Crisil ESG Ratings) has received the license from SEBI to commence the business of ESG Rating Providers.
On receipt of license, the whole of assets and liabilties of the transferred business became the assets and liabilties of the resulting company and were transferred at the book value, as appearing in the books of the Company as of May 3, 2024.
49. Bridge To India Energy Private Limited
49.1 Merger of Bridge to India Energy Private Limited with Crisil Limited
The Board of Directors of the Company at their meeting held on October 16, 2024, has approved the Scheme of Amalgamation (‘Scheme’) for merger of its wholly-owned subsidiary, Bridge To India Energy Private Limited with the Company, pursuant to Sections 230-232 of the Companies Act, 2013. The Scheme is subject to the approval of National Company Law Tribunal and other requisite statutory approvals.
49.2 Acquisition of Bridge To India Energy Private Limited
The Company has completed the acquisition of 100% stake in ‘Bridge To India Energy Private Limited’ (Bridge To India) on September 30, 2023. Bridge To India is a renewable energy (RE) consulting & knowledge services provider to financial and corporate clients in India. The acquisition will augment Crisil’s existing offerings and bolster our market positioning in the renewable energy space. The transaction is at a total consideration of C 721 lakh. Accordingly, Bridge To India became a wholly owned subsidiary of the Company with effect from the said date.
50. Additional regulatory information required by schedule Ill:
i) The Company does not have any benami property held in its name. No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
ii) The Company has not been declared wilful defaulter by any bank or financial institution or other lender or government or any government authority.
iii) The Company has complied with the requirement with respect to number of layers as prescribed under section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers) Rules, 2017.
iv) The Company has not traded or invested in crypto currency or virtual currency during the year.
v) The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year.
vi) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
vii) The Company has not been sanctioned working capital limits by banks or financial institutions on the basis of security of current assets at any point of time during the year.
viii) No funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the intermediaries’), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries.
ix) No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (‘the Funding Parties’), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
x) The Company has not revalued its property, plant and equipment (including right of use assets) or intangible assets or both during the current or previous year.
51. The figures for the previous year have been regrouped/ rearranged wherever necessary to conform to the current year’s classification.
This is the summary of material accounting policies and other explanatory information referred to in our report of even date.
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