s) Provision, Contingent Liabilities and Contingent Assets
The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for contingent liability is made when there is possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.
Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect current best estimates.
Contingent assets are neither recognised nor disclosed.
t) Employee benefits
i) Defined Contribution Plan
Contribution to defined contribution plans are recognised as expense in the Statement of Profit and Loss, as they are incurred.
ii) Defined Benefit Plan
Company's liabilities towards gratuity and leave encashment are determined using the projected unit credit method with actuarial valuation being carried out as at Balance Sheet date. Actuarial gains / losses are recognised immediately in the Statement of Profit and Loss. Long-term compensated absences are provided for based on actuarial valuation.
iii) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
iv) Performance Based Employee Stock Option Plan
The Company recognizes compensation expenses relating to share-based payments in net profit based on estimated fair- value of the awards on the grant date. The estimated fair value of awards is recognized as an expense in the Statement of Profit and Loss on a straight¬ line basis over the requisite service period for each separately vesting portion of the award as if the award was in - substance. The entitlement of award which depends on the various parameters will be reviewed on annual basis.
u) Contributed equity
Equity shares are classified as equity.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
v) Earnings per share
In determining Earnings per Share, the Company considers the net profit attributable to company's owners. The number of shares used in computing basic Earnings per Share is the weighted average number of shares outstanding during the period. The number of shares used in computing diluted Earnings per Share comprises the weighted average shares considered for deriving basic Earnings per Share and also the weighted average number of equity shares that could have
been issued on the conversion of all dilutive potential equity shares.
w) Recent Indian Accounting Standards (Ind AS)
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 does not have any significant impact in its financial statements.
3. 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. The Company has no impact of these amendments in its top-up taxes are recognized as current tax expenses.
Nature and Purpose of reserves
(i) Securities Premium
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.
(ii) 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 item of other comprehensive income, items included in the General reserve will not be reclassified subsequently to statement of profit and loss. These amounts are available for distribution as dividends.
(iii) PSOP Reserve
PSOP reserve is created for issue of share capital under Performance Based Employee Stock Option Plan ('PSOP') 2022. The reserve is utilised for issue of PSOP.
(iv) OCI - Equity investments
The company recognises unrealised and realised gain on equity shares in FVOCI - Equity investments. The reserves accumulated will be reclas¬ sified to retained earnings, when such instruments are disposed.
(v) OCI - Cash Flow Hedging Reserve
The cash flow hedging reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of designated portion of hedging instruments entered into for cash flow hedges. The cumulative gain or loss arising on changes in fair value of the designated portion of the hedging instruments that are recognised and accumulated under the heading of cash flow hedging reserve. Such gains or losses will be reclassified to statement of profit and loss in the period in which the hedged transaction occurs.
ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
* the use of quoted market prices or dealer quotes for similar instruments
All of the resulting fair value estimates are included in level 3 except for unlisted equity securities, contingent consideration and indemnification asset, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.
iii) Valuation processes
The carrying amounts of trade receivables, trade payables, capital creditors and cash and cash equivalents are considered to be the same as their fair values, due to their short-term nature.
For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
Note 38: Financial risk management
The company's activities expose it to market risk, liquidity risk and credit risk. In order to minimise any adverse effects on the financial performance of the company, derivative financial instruments, such as foreign exchange forward contracts are entered to hedge certain foreign currency risk exposures. Derivatives are used exclusively for hedging purposes and not as trading or speculative instruments.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the impact of hedge accounting in the financial statements.
The Board provides guiding principles for overall risk management, as well as policies covering specific areas such as credit risk, liquidity risk, and Foreign Exchange Risk effecting business operations. The company's risk management is carried out by the management as per guidelines and policies approved by the Board of Directors.
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. Credit risk encompasses the direct risk of default, risk of deterioration of creditworthiness as well as concentration risks. The Company is exposed to credit risk from its operating activities (primarily trade receivables), deposits with banks and loans given.
Credit risk management
The company's credit risk mainly from trade receivables as these are typically unsecured. This credit risk has always been managed through credit approvals, establishing credit limits and continuous monitoring the creditworthiness of customers to whom credit is extended in the normal course of business. The Company estimates the expected credit loss based on past data, available information on public domain and experience. Expected credit losses of financial assets receivable are estimated based on historical data of the Company. The company has provisioning policy for expected credit losses. There is no credit risk in bank deposits which are demand deposits. The credit risk is minimum in case of entity / person to whom loan has been given.
B) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, company treasury maintains flexibility in funding by maintaining availability under committed credit lines.
Management monitors rolling forecasts of the company's liquidity position and cash and cash equivalents on the basis of expected cash flows. In addition, the company's liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
The tables below provide details regarding the contractual maturities of significant financial liabilities as at:
C) Market risk
i) Foreign currency risk
The company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EUR and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company's functional currency (INR). The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of highly probable forecast transactions.
The company's risk management policy is to hedge around 50% to 70% of forecasted receivables for the subsequent 18 months. As per the risk management policy, foreign exchange forward contracts are taken to hedge round 50% to 70% of the forecasted receivables.
ii) Cash flow and fair value interest rate risk
The company's main interest rate risk arises from long-term borrowings with variable rates, which expose the company to cash flow interest rate risk. Company policy is to maintain most of its borrowings at fixed rate using interest rate swaps to achieve this when necessary.
The company's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
iii) Price risk a) Exposure
The company's exposure to equity securities price risk arises from investments held by the company and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss.
To manage its price risk arising from investments in equity securities, the company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the company.
All of the company's equity investments are publicly traded.
Note 39: Capital management
a) Risk 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. The primary objective of the Company capital management is to maximise the shareholder value.
Note 41: Employee benefits
The disclosure as required by Ind AS 19 on "Employee Benefits" are given below:
The present value of gratuity obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
III. Leave Encashment
The Company has a policy on compensated absences which is accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each Balance Sheet date. This is done using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expenses relating to the same are recognised in the statement of profit and loss. The Company expensed Rs. 6.96 crores (Previous year Rs. 715 crores) for the years ended March 31, 2026, towards Employees Leave Encashment.
IV. On November 21, 2025, the Government of India notified four Labour Codes, replacing the existing 29 labour laws. The Company has assessed the financial implications of these changes considering the restructuring being undertaken in alignment with the provisions of the Labour Codes which has resulted in increase in gratuity and leave encashment liability by Rs. 932 Crores and Rs. 2.05 Crores respectively, for year ended March 31, 2026. As the impact arising out of an enactment of the new legislation and non-recurring nature, the Company has presented this incremental amount as "Impact of Labour Codes" under "Exceptional Item". The Company continues to monitor the finalisation of Central/State Rules, clarification from the Government on other aspects of the Labour Code & other developments pertaining to Labour Codes and will evaluate impact and would provide appropriate accounting effect.
V. Performance Based Employee Stock Option Plan ('PSOP') 2022
The Company has granted Stock Options under Performance Based Employee Stock Option Plan 2022 ("PSOP 2022"). The plan shall extend to present and future eligible employees of the Company or its Subsidiary/ies or its Group Company(ies) working exclusively for such company whether within or outside India and/or such other persons, as may be permitted from time to time, under Applicable Laws, rules and regulations and/or amendments thereto as eligible to participate in this PSOP 2022 who meet the eligibility criteria set out in the Grantee's Option Agreement in accordance with this PSOP 2022 as determined by the Compensation Committee from time to time. Stock Options shall vest based upon satisfaction of the performance criteria and the continuation of employee in the services of the Company shall be the primary requirement of the vesting.
Note 42: Leases
Operating leases:
The Company's significant lease arrangements relate mainly to residential and office premises and are cancellable leases. The aggregate lease rentals payable on these leasing arrangements are charged as rent under "Other expenses" in Note 35. These leasing arrangements are for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms.
Note 45: Forward contracts in foreign currencies
The Company in accordance with its risk management policies and procedures, enters into foreign currency forward contracts to manage its exposure in foreign exchange rates. The counter party is generally a bank. The foreign exchange forward contracts mature within a period of one month and two years.
The Company uses forward exchange contracts to hedge its exposure in foreign currency on highly probable forecast transactions. The information on derivative instruments is given below. The table below analyzes the derivative financial instruments into relevant maturity groupings based on the remaining period as of the balance sheet date:
Note 48: Corporate Social Responsibility (CSR)
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013:
Note 50: Revenue from contract with major customers
No single customer represents 10% or more of the Company's total revenue during the year ended March 31, 2026 and March 31, 2025.
While disclosing the aggregate amount of transaction price yet to be recognised as revenue towards unsatisfied (or partially satisfied) performance obligations, along with the broad time band for the expected time to recognise those revenues, the Company has applied the practical expedient in Ind AS 115. Accordingly, the Company has not disclosed the aggregate transaction price allocated to unsatisfied (or partially satisfied) performance obligations which pertain to contracts where revenue recognise corresponds to the value transferred to customer typically involving time and material, outcome based and event based contracts. Unsatisfied (or partially satisfied) performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of estimates, economic factors (changes in currency rates, tax laws etc). This excludes transactions with subsidiaries of the Company.
Note 51: Acquisition of a Subsidiary
During the previous year, the Company acquired Dextara Digital Private Limited ("Dextara"), a private limited company incorporated in Hyderabad, Telangana, India. The acquisition also included the indirect acquisition of Dextara's wholly owned subsidiaries, Dextara Digital (UK) Private Limited and Dextara Digital (USA) Inc., through the purchase of shares from the existing shareholders in one or more tranches over a period of two years, in accordance with the terms of the Definitive Agreements.
Pursuant to these agreements, the Company acquired an initial 80% equity stake in Dextara on April 1, 2024, for a consideration of Rs. 109.85 Crores. Subsequently, on June 20, 2025, the Company acquired the remaining 20% equity stake in Dextara for a fixed and variable consideration of Rs. 33.93 Crores, resulting in Dextara becoming a wholly owned subsidiary of the Company.
The contingent consideration payable has been recognized under current financial liabilities and is expected to be settled based on the agreed performance criteria.
In addition, during the previous year, the Company incurred acquisition-related expenses of Rs. 3.12 Crores, which have been recognized as an exceptional item in the financial statements.
Note 52: Amalgamation
The Board of Directors have, at their meeting held on May 21, 2026, subject to obtaining the requisite approvals/consents, approved the Scheme of Amalgamation under Section 232 read with Section 230 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder ("Scheme") of Dextara Digital Private Limited and Datamatics Cloud Solutions Private Limited with Datamatics Global Services Limited.
Note 53: Impairment
As per Companies (Accounting Standards) Rules, 2013 issued by the Central Government, in consultation with National Advisory Committee on Accounting Standards ('NACAS') and the relevant provisions of the Companies Act, 2013, to the extent applicable, the carrying value of the asset has been reviewed for impairment of assets.
Note 54: Transfer pricing
The Management is of the opinion that its international transactions are at arm's length as per the independent accountants certificate for the year ended March 31, 2026. The Management continues to believe that its international transactions during the current financial year are at arm's length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.
Note 55: Events occuring after Balance Sheet date
Dividend
Dividends declared by the Company are based on the profit available for distribution. On May 21, 2026, the Board of Directors of the Company have proposed final dividend of Rs. 5 per equity share (i.e 100%) in respect of the year ended March 31, 2026 subject to the approval of shareholders at the Annual General Meeting.
Note 56: There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
Note 57: The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
Note 58: The Company has not revalued its property, plant and equipment (including right to use assets) or intangible assets or both during the current or previous year.
Note 59: The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
Note 60: Benami Property
No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
Note 61: Relationship with struck off Companies
The Company has no transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.
Note 62: Borrowings from Banks
The Company has borrowings from banks on the basis of security of current assets and quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of account.
|