K. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic resources and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises when there is a presence of a legal or constructive commitment that has resulted from past events, for example, legal disputes or onerous contracts. Provisions are not recognised for future operating losses
Provisions are measured at the estimated expenditure required to settle the present
obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation.
Provisions are discounted to their present values, where the time value of money is material.AII provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. In those cases where the outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised.
Contingent liability is disclosed for
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
The Company does not recognize a contingent liability but discloses its existence and other required disclosures in notes to the financial statements, unless the possibility af any outflow in settlement is remote.
Contingent assets are not recognised. However, when inflow of economic benefits is probable, related asset is disclosed.
Provisions, contingent liabilities and contingent assets are reviewed at each reporting date.
L Retirement and other long term employee benefits
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service.
The Company operates a defined benefit plan i.e. gratuity plan. The liability as at the year end
represents the actuarial valuation of the gratuity liability of continuing employees as at the end of the year. The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method.
Remeasurement comprising of actuarial gains and losses, are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurement are not reclassified to profit or loss in subsequent periods.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognizes the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:
- Service costs comprising current service costs, past-service costs, goins and losses on curtailments and non- routine settlements; and
- Net interest expense or income
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 balance sheet date. The Company recognizes expected cost af short¬ term employee benefit as an expense, when an employee renders the related service.
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 reporting date. Remeasurement gains/ losses on the
compensated absences are immediately taken to the statement of profit and loss and are not deferred.
M. Share-based payments
The Company recognises compensation expense or cost relating to share-based payment in statement of profit and loss using fair value in accordance with Ind AS 102 "Share-based Payment* except the value of Stock Options to employees of the Subsidiary Companies and Holding Company are considered as investment ond directly reduced from the retained earnings respectively.
‘The Company initially measures the cost of equity-settled transactions with employees using Black and Scholes model to determine the fair value of the liobility incurred. 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 expense or credit in the statement of profit and loss 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.
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant Vesting conditions, other than market conditions Le. performance based condition are not taken into account when estimating the fair value. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or Is otherwise beneficial to the employee. 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.
N. Trust Shares as per Scheme of Amalgamation (refer Note I5A)
In pursuance to a Scheme of Amalgamation effected in Financial year 2010-11 following trusts were created:
-Independent Non-Promoter Trust ("NPT) -Independent Non-Promoter (Spice Employee Benefit) Trust (’EBT1)
EBT holds equity shares of the Company for the benefit of the employees of the Company, its associates and subsidiaries and NPT holds equity shares for the benefit of the Company. Considering conservative interpretation of Ind AS 32, number of equity shares held by the NPT and EBT are reduced from total number of issued equity shares
Equity shares that are held by two trusts are recognised at cost and deducted from Equity/ Other Equity. No gain or loss is recognised in statement of profit and loss on the purchase, sale, issue or cancellation of the Company's own equity instruments which is directly adjusted with equity and other equity.
O. Cash and cash equivalents
Cash and cash equivalent in the balance sheet
comprise cash at banks and on hand, cheques 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.
P. Earnings per share
Basic earning per share is calculated by dividing the net profit for the year attributable to equity shareholders (after deducting the compulsory redeemable preference share dividend) by the weighted average number of equity shares outstanding during the year.
Diluted earning per share is calculated by dividing the net profits attributable to equity shareholders (after deducting dividend on compulsory redeemable preference shares) by the weighted average number of equity shares outstanding during the year (adjusted for the effects of dilutive options).
Q. Fair value measurement
In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing on initial recognition and at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may never actually be realized. For financial assets and liabilities maturing within one year from the Bolance Sheet date and which are not carried at fair value, the carrying amounts approximate fair value due to the short maturity of these instruments.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated sing another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability, if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.
In addition, far financial reporting purposes, fair value measurements are categorized 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 os follows:
- Level 1 inputs are quoted prices /net asset value (unadjusted) in active markets for identical assets or liabilities that the company can occess at the measurement date;
-Level 2 inputs are inputs, other than quoted prices (unadjusted) included within Level 1, that are observable for the asset or liobility, either directly or indirectly; ond
-Level 3 inputs are unobservable inputs for the asset or liability.
R. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting done to the chief operating decision maker. The executive directors of the Company have been identified as being the chief operating decision maker by the Management of the Company. The Company operates in a single operating segment and geographical segment.
S. Financial instruments
Initial recognition and measurement
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the financial instrument. Finoncial instrument (except trade receivables) are measured initially at fair value adjusted for transaction costs, except for those carried at fair value through profit or loss. Trade receivables are meosured at their transaction price unless it contains a significant financing component in occordance with Ind AS 115 for pricing adjustments embedded in the contract Subsequent measurement af financial assets and financial liabilities is described below:
Subsequent measurement
I. Financial assets carried at amortised cost
A financial asset is measured at the amortised cost if both the following conditions are met
* The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
♦ Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPl) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.
ii. Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently meosured at amortised 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. Amortised 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.
T. Impairment of financial assets
In accordance with ind AS 109, the Company applies expected credit loss (ECL) mode! for measurement and recognition of impairment loss for financial assets. ECL is the weighted- average of difference between all contractual cash flows thot are due to the Company in accordance with the contract and oil the cash flows thot the Company expects to receive, discounted at the original effective interest rate, with the respective risks of default occurring os the weights. When estimating the cash flows, the Company considers:
• All contractual terms of the financial ossets (including prepayment and extension) over the expected life of the assets
• Cash flows from the sale of colloteral held or other credit enhancements that are integral to the contractual terms.
i) Trade receivables:
In respect of trade receivables, the Company applies the simplified approach of Ind AS 109, which requires measurement of loss allowance at an amount equal to lifetime expected credit losses. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instruments.
ii) Other financial assets:
In respect of its other financial assets, the Company assesses if the credit risk on those financial assets has increased significantly since initial recognition. If the credit risk has not increased significantly since initiol recognition, the Company measures the loss allowance at an amount equal to 12-month expected credit losses, else at an amount equal to the lifetime expected credit losses.
When making this assessment, the Company uses the change in the risk of a default occurring over the expected life of the financial asset. To make that assessment, the Company compares the risk of a default occurring on the financial asset as at the balance sheet date with the risk of a default occurring on the financial asset as at the dote of initial recognition and considers reasonable and supportable information, thot is available without undue cost or effort, that Is indicative of significant increases in credit risk since initial recognition. The Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk ot the balance sheet date.
iii) De-recognition of financial assets:
A financial asset is primarily de-recognised when the contractual rights to receive cash flows from the asset have expired or the Company has transferred its rights to receive cash flows from the asset.
U. Derecognition of financial liabilities
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 o new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.
V. Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the 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.
W. Non-Current Asset held for sale and Discontinuing Operations:
The Company classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale/ distribution rather than through continuing use. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the sale expected within one year from the date of classification.
For these purposes, sale transactions include exchanges of non-current assets for other non¬ current assets when the exchange has commercial substance. The criteria for held for sale classification is regarded met only when the assets or disposal group is available for immediate sale in its present condition, subject only to terms that are usual and customary for sales of such assets (or disposal groups), its sale is highly probable; and it will genuinely be sold, not obandoned. The Company treats sale of the asset or disposal group to be highly probable when:
• The appropriate level of management is committed to a plan to sell the asset (or disposal group),
Ý An octive programme to locate a buyer and complete the plan has been initiated (if applicable),
Ý The asset (or disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value,
Ý The sale is expected to qualify for recognition as ? completed sale within one year from the date of classification, and
• Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
Non-current assets held for sale and disposal groups are measured at the lower of their carrying amount and the fair value less costs to sell. Assets and liabilities classified as held for sale are presented separately in the balance sheet
Property, plant and equipment and intangible assets once classified as held for sale to owners are not depreciated or amortised.
A discontinuing operation is a component of an entity that is classified as held for sale, and:
- represents a separate major line of business or geographical area of operations,
- is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations.
Discontinuing operations are excluded from the results of continuing operations and are presented as profit or loss before / after tax from discontinuing operations in the statement of profit and loss.
X. Foreign currencies
Transactions in foreign currencies are recorded by the Company at their respective functional currency at the exchange rates prevailing at the date of the transaction first qualifies for recognition At the reporting date, monetary assets and liabilities denominated in foreign currency are restated at the prevailing exchange rates.
Exchange differences arising on settlement or translation of monetary items are recognised in the Statement of Profit & Loss with the exception of the following:
Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rates at the date of initial transactions. Non-monetary items measure at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
2.5 New and amended standards
0) Ind AS 117 Insurance Contracts
The Ministry of corporate Affairs (MCA) notified the insurance Contracts, vide notification dated 12 August 2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after 1 April 2024.
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 guorantees and financial instruments with discretionary participation features.
The application of Ind AS 117 had no impact on the Company's financial statements as the Company has not entered any contracts in the nature of insurance contracts covered under Ind AS 117.
(ii) Amendment to ind AS 116 Leases - Lease Liability in Sale and Leaseback Transactions
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease Liability in Sale and Leaseback Transactions.
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 any impact on the Company's financial statements.
2.6 Climate - related matters
The Company considers climate-related matters in estimates and assumptions, where appropriate. This assessment includes a wide range of possible impocts on the Company due to both physical and transition risks.
Even though the Company believes its business model and products will still be viable after the transition to a low-carbon economy, climate- related matters increase the uncertainty in estimates and assumptions underpinning several items in the financial statements. Even though climate-related risks might not currently have a significant impact on measurement, the Company is closely monitoring relevant changes and developments, such as new climate-related legislation. The items and considerations that are most directly impacted by climate-related matters are Useful fife of property, plant and equipment and Impairment of non-financial assets.
Notes:
a. During the previous year, the Company has sotd its property (both land and Building) in Dehradun, resulting in a gain of Rs.160.56 lakhs which has been recorded in other income under continuing operations.
b. Depreciation charge for the year includes Nil (Previous year - Rs. 40.34 iakhs) related to discontinued operations.
c. Immediately before the classification of digital technology business as a discontinued operation, the recoverable amount was estimated for certain items of property, plant and equipment Following the classification, a write-down of Rs. 65.39 lakhs was recognised pertaining to assets discarded during the previous financial year. This was recognised in discontinued operations in the statement of profit and loss for the year ended March 31, 2024.
d. Additions/deletions to PPE and depreciation on PPE and/or disposals for the previous year have been presented for both continuing and discontinued operations.
e. The amount is transferred from Asset held for sale to Property, Plant & Equipment during the year due to change in management decision to use these assets in near future.
b. The Company's investment properties as on March 31, 2025 and March 31, 2024 consist of two office property situated at Kolkata and Mumbai and one factory land and building situated at Rampur in Uttar Pradesh. The management has determined the classification of investment properties based on nature, characteristics and risks of each property.
c. The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties.
d. The Company has one office building at Kolkata which it holds for rental purpose which is vacant from March 17, 2024 on account of termination of agreement with the tenant. The Company expects this building to be rented out again. Accordingly, the building is treated as an Investment property.
e. Measurement of fair value
The fair value of investment properties situated at Mumbai, Kolkata and Rampur has been determined on March 31, 2025 by external independent registered valuer defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. In the Opinion of management, there is no materia! change in the fair value of investment property since then. The fair value measurement for investment properties has been categorised as a level 3 fair value based on inputs to valuation techniques used (refer note 4f). Fair value hierarchy disclosures have been given in note 36.
The market approach uses prices and other relevant information generated by market transactions involving identical or complete assets. Valuation techniques consistent with the market approach often use market multiples derived from a set of comparable. Multiples might be in ranges with a different multiple for each comparable. The selection of the appropriate multiple within range requires judgement, considering qualitative and quantitative factors specific to the remeasurement.
Note:
?. During the previous year, the Company has fully amortised the written down value of Intellectual Property Rights by way of occelerated amortisation in discontinued operations.
?. Leases
Company as a lessee
The Company has a lease contract for a building used in its operations. Lease of building has a lease term of 3 years.
The Company's obligations under its leases are secured by the lessor's title to the leased assets The Company also has certain leases with lease terms of 12 months or less and with low value.
The Company applies the short-term tease' and 'leose of low-value assets' recognition exemptions for these leases.
a) During the year ended March 31, 2024, S Global Services Pte Limited (“SGS"), Singapore, the subsidiary of the Company has invested an additional amount of Rs. 34.36 lakhs via right issue in DigiAsia Bios Pte Ltd ("DigiAsia"). The fair value of investment at March 31,2024 was determined based on the right issue price, since no other basis was practically available. This resulted in a gain of Rs. 3,779.64 lakhs which has been adjusted from provision for impairment. During the year, the Company has observed significant volatility in the market share price of DigiAsia, and the mdrket share price of DigiAsia has reduced significdntly leading to reduction in the fair value of the investment as at March 31, 2025 from its carrying value. Consequently, the Company has recognised write down of Rs. 4,102.73 lakhs to the fair value less cost to sell of Invesmtent in SGS which is classified as assets held for sale (discontinued operations).
b) On January 15,2024, Spice Money Limited (one of the subsidiary of the Company) has passed special resolution in extra-ordinary general meeting to change the terms of 3,30,00,000 Cumulative Compulsory Convertible Preference Shares ("CCCPS") issued and allotted as approved by the Shareholders vide resolution dated April 28, 2021 and the Board of Directors resolution dated May 25, 2021, by converting them into 3,30,00,000 NCRPS. Further, Spice Money Limited has redeemed 100,00,000 NCRPS amounting to Rs. 500 lakhs (March 31, 2024: Rs. 500 lakhs) during the year.
c) During the current year, the Company has transferred Investment in Vikasni Fintech Private Limited and E-Arth Travel Solutions Private Limited from Assets held for sale to Investments due to change in management decision to continue with these investments.
d) During the previous year, the Company made a provision for diminution in value of investments in Digispice Nepal Private Limited, amounting to Rs. 31.30 Lakhs as disclosed in discontinued operations (note 21) and for Creotive Functionapps Lab Private Limited omounting to Rs. 50.12 Lakhs, as disclosed in continuing operations (note 27).
(b) Rights/ preferences/ restrictions attached to equity shares
The Company has single class of equity shares having a par value of Rs 3 per share. Accordingly, all equity shares rank equally with regard to dividends and share in the company's residual assets on winding up. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his/its share of the paid-up equity share capital of the company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable has not been paid. Failure to pay any amount called up on shares may lead to their forfeiture.
(f) Shares reserved for issue under employee stock incentive plans
For details of shares reserved for issue under the employee stock incentive plans of the Company, refer note 35 for details.
(g) Paid up share capital includes 38,083 equity shares allotted on June 14, 2019 pursuant to Scheme of Arrangement without payment being received in cash. No share has been allotted by way of bonus shares during the period of five years immediately preceding the balance sheet date.
As on March 31, 2025, Independent Non-Promoter (Spice Employee Benefit) Trust ('EBT') holds 1,01,55,067 (March 31, 2024: 1,01,55,067) equity shares of the Company, for the benefit of the employees of the Company, its associates and subsidiaries and Independent Non-Promoter Trust ('NPT') holds 1,59,12,776 (March 31, 2024: 1,59,12,776) equity shares of the Company for the benefit of the Company. These equity shares were transferred to the Trusts pursuant to the Scheme of amalgamation of Spice Televentures Private Limited ('STPL'), the erstwhile holding company, with the Company, duly approved by High Court, Allahabad, at a value at which these equity shares were held in the books of STPL
During the year the Company has received Nil (March 31, 2024: Nil), as a beneficiary, from the Independent Non-Promoter Trust including surplus arising from sale of its shares. The surplus fund would be utilised by the Company as per the terms of the Trust deed of Independent Non-Promoter Trust Further, the Company has received Nil (March 31, 2024: Nil) against receivables, from the Independent Employee Benefit Trust and includes surplus arising from sale of its shares .The above receipts are shown as part of the Trust Reserve.
Taking a conservative interpretation of "Ind AS 32" face value of shares held by these trusts has been deducted from equity and amount over and above face value has been shown as deduction under the head ‘Trust shares" separately in other equity.
Pursuant to a Scheme of Arrangement between the Company and Spice Money Limited (formerly, Spice Digital Limited) and Spice IOT Solutions Limited ond Mobisoc Technology Private Limited and Spice Labs Private Limited and their respective shareholders and creditors ("Scheme’') under Sections 230-232 and other applicable provisions of the Companies Act, 2013 which was approved by the Hon'ble National Company Law Tribunal, New Delhi, Principal Bench ("NCLT") vide order dated May 20,2019. Accordingly, the Scheme of Arrangement has been given effect from appointed date April 01, 2017. The assets and liabilities of Digital Technology Services (DTS) Business of Spice Money Limited (formerly, Spice Digital Limited) and the amalgamating companies were transferred to and vested with the Company with effect from the appointed date viz. April 01, 2017. Accordingly, Capital reserve was created on acquisition of DTS business from a subsidiary company i.e. Spice Money Limited (formerly, Sptce Digital Limited).
*ln an earlier year, the Company has received a refund of interest on income tax for the period from April 2018 to March 2021 of Rs. 183 lakhs for the assessment year 2018-19. This amount was paid initially to one of the subsidiary company and later on transferred to the Company as it pertains to the business acquired by the Company through a scheme of Arrangement. During the year, the Company has been granted a refund of Rs. 1,429 lakhs (including interest of Rs. 321 lakhs u/s 244A of Income tax Act for the period from November 2019 to June 2024) in relation to same assessment year. As per Company's understanding, the interest amount received during the current year includes interest for the period from November 2019 to March 2021 which was paid earlier as well by the Income tax department. Accordingly, the Company has made a provision of Rs. 183 lakhs for excess interest receipt
21 Discontinued operations
The Board of directors of DiGiSPICE Technologies Limited, in its meeting held on April 07, 2023, had approved, in principle, to exit Digital Technology Services Business. This is in keeping with the repositioning of the overall group strategy to focus on Financial Technology Services opportunities, mainly through its subsidiary Spice Money Limited ('Spice Money') and other group entities. On July 1, 2024, the business operations of Digital Technology Services ('DTS') got completely discontinued, except for certain assets held for sale/ disposal for which the management remains committed to its plan to sell the assets/ settle the liabilities in the near future. Consequently, Digital Technology Services segment has been classified as discontinued operations and its results are given as below:
Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit/(loss) attributable to equity holders (after adjusting impact on profit of dilutive potential equity shares) by the aggregate of weighted average number of equity shares outstanding during the year and the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
The following table reflects the profit and share data used in the basic and diluted EPS computations:
The Company have a defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service or part thereof in excess of six months. The level of benefits provided depends on the member's length of service and salary at the time of departure.
payments of penalties for terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, o change in the lease payments (e.g., changes to future payments resulting from o change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.
30. Leases
1. Company as a Lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
i) Right-of-use assets
The Company recognises right-of-use assets at the commencement date of the lease (i.e, the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cast of right- of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculoted using the estimated useful life of the asset. The right-of-use assets are also subject to impairment.
ii) Lease Liabilities
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend an an index or a rate, and amounts expected ta be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and
2. Company as a lessor
The Company wos not required to make any adjustments on transition to Ind AS 116 for leases in which it acts as a lessor, except for o sub-lease. The Company accounted for its leases in accordance with Ind AS 116 from the date of initiol application. The Company does not have any significant impact on account of sub-lease on the application of this standard.
The Company has leased out a portion of the office premises on operating lease. The lease term is for 11 months and thereafter renewoble on mutual agreement. There is no escalation clause in the lease agreement. There are no restrictions imposed by lease arrangements.
^During the year, one of the director has exercised 6,00,000 options valuing Rs. 40.38 lakhs which were granted and fully vested in earlier years. Also, the Company has granted 5,00,000 options (March 31, 2024: Nil options) to persons who were KMP at any time during the financial year ended March 31, 2025, out of which 5,00,000 options has been lapsed (Till March 31,2024: Nil) during the year, value of which shall be disclosed at the time of exercise of options.
The Company has granted Stock Options to eligible employees, including Executive Directors and certain KMPs, under its Employee Stock Option Schemes, 2018 [within the meaning of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014]. Since such Stock Options are not tradeable, no perquisite, benefit is immediately conferred upon the employee by grant of such Stock Options and accordingly the said grants have not been considered as remuneration. However, in accordance with Ind AS -102 ' Share- based Payment', the Company has recorded employee benefits expense by way of share based payments to employees attributable to Executive Directors and certain KMPs.
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free (except for loan given) and settlement occurs in cash. This assessment for impairment of receivables relating to amounts owed by related parties is undertaken each financial year through examining the financial position of the related parties.
34. Segment information
The Company's business activities fall within a single operating segment viz. "Digital Technology Services (DiGiSPICE)" and accordingly, the disclosure requirement of Indian Accounting Standard (ind AS-108) 'Operating Segments' prescribed under Section 133 of the Companies Act, 2013 read with the relevant Rules issued thereunder is not applicable.
35. Share-based payments
The Company has granted stock options under the DTL - Employee Stock Option Plan 2018 (ESOP) to the eligible employees of the Company. Under ESOP, the Company has granted 2,13,81,000 options on September 18, 2018, 34,39,000 options on February 05, 2019, 25,25,000 options on August 01, 2022 and 5,00,000 options on August 08, 2024. Vesting period shall be as determined by the Committee at the time of grant but shall not be less than 1 year and it may extend upto 5 years from the Grant Date in the manner and as per the vesting schedule prescribed by the Committee. The Employee Stock Options granted may be exercised by the Option Grantee anytime after respective Vesting Date till Termination of employment, and such further period, and in such tranches and proportion as provided under the ESOP Scheme or as may be decided by the Committee. Each option when exercised would be converted into one fully paid-up equity share of Rs.3 each of the Company. The options granted under ESOP carry no rights to dividends and voting rights till the date of exercise.
The fair value of the options are estimated at the grant dates using Black and Schoies Model, taking into account the terms and conditions upon which the options were granted.
Certain unvested options were cancelled on non-fulfilment of certain vesting conditions under ESOP. As at the end of the financial year, details and movements of the outstanding options are as follows:
Investments in note 7 represents investments in equity shares of subsidiaries and associates which are carried at cost and hence are not required to be disclosed as per Ind AS 107 "Financial Instruments Disclosures". Hence, the same have been excluded from the above table.
36B. Fair value hierarchy
The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
The Company has assessed that the fair value of trade receivables, cash and cash equivalents, other bank balances, loans (current), other current financial assets, trade payables, borrowings and other current financial liabilities approximate to their carrying amounts largely due to the short-term maturities of these instruments. Where such items are non-current in nature, the same has been classified as Level 3 and fair value determined present value. Similarly, unquoted equity instruments in subsidiary company and associate company has been considered at cost less impairement, if any, and has been excluded in the fair value measurement disclosed below.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in o current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
-Borrowings are evaluated by the Company based on parameters such as interest rates and specific country risk factors.
-The fair value of other financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.
-The fair values of the FVTPL quoted financial investments are derived from quoted market prices in active markets.
-The fair values of the Company's interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. No own non¬ performance risk as at March 31,2025 was assessed.
-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 changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's short-term debt obligations with floating interest rates and loan advanced by Company to fellow subsidiaries and a body corporate.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings affected, with all other variables held constant, the Company's profit before tax is offected through the impact on floating rate borrowings, present rate is FDR 1% (previous year FDR 1%), the impact of change in rate is as follows:
interest rate sensitivity calculated on borrowing and interest bearing deposits from customers. The impact of change in interest rate is given below:-
37. Financial risk management objectives and policies
The Company's principal financial liabilities, comprise borrowings, trade and other payables. The main purpose of these financial liabilities is to finance and support the Company's operations. The Company's principal financial assets include loans, trade and other receivables, cash and cash equivalents and other bank balances that derive directly from its operations. The Company also holds FVTPL investments and investment in subsidiary companies, associates and a joint venture measured at cost, unless otherwise as stated.
The Compdny is exposed to market risk, credit risk and liquidity risk. The senior management of the Company advises on financial risks and the appropriate financial risk governance framework. The senior management provides assurance that 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 on policies for managing each of these risks, which are summarised below.
l) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans and borrowings, deposits. Company is not affected by commodity risk and currency risk.
The sensitivity analysis in the following sections relate to the position as at March 31,2025 and March 31,2024.
- 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) and the Company's net investments in foreign subsidiaries.
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in AED, USD, AFN, LKR, SGD, NPR and BDT exchange rates, with all other variables held constant. The impact on the Company's profit before tax due to changes in the fair value of monetary assets and liabilities is given below. The Company's exposure to other foreign currency is not material.
-Trade receivables
Customer credit risk is managed by the Company's established credit policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment and also based upon agreement/terms with respective customers. Outstanding customer receivables are regularly monitored.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are categorized into homogenous trade receivables and assessed for impairment collectively. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as generally low, as its customers are located in several jurisdictions and industries and operate in largely independent markets except in case of few specific customers for which full loss allowances has been made.
The Company has used a practical expedient and analysed the recoverable amount of the receivables on an individual basis. The Company provide for expected loss allowonce for financial assets based on historical credit loss experience and adjustments for forward looking information's.
The following table provides information about exposure to credit risk and expected credit loss for trade receivables for customers (excluding unbilled revenue)
For the year ended March 31,2025
-Equity price risk
The Company's investment in unlisted equity securities are mainly in subsidiary companies which is susceptible to impairement test as applicable. The Company does not engage in active trading of equity instruments. The Board of Directors of Company reviews and approves all equity investment decisions.
At the reporting date, the exposure to unlisted equity securities affair value is not material (excluding investment in subsidiaries).
2) 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 octivities (primarily trode receivables) and from its financing activities, including Loans, deposits with bonks and financiol institutions and other financial instruments.
3) Liquidity risk
The Company's objective is to maintain a balance between continuity of funding and flexibility through the use of working capital facility. Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. The table below summarises the maturity profile of the Company financial liabilities based on contractual undiscounted payments.
-Excessive risk concentration
Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company performance to developments affecting a particular industry.
In order to avoid excessive concentrations of risk, the Company policies and procedures include specific guidelines to focus on the maintenance of o diversified portfolio. Identified concentrations of credit risks ore controlled ond managed accordingly.
-Collateral
The Company has pledged port of its fixed deposits with bank as margin money ogoinst issuance of bank/ corporate guarantees in order to fulfil the collateral requirements for its various contracts. At March 31, 2025 ond March 31, 2024, the fair values of fixed deposits lien marked were Rs. 474.69 lakhs and Rs. 1,781.62 lakhs respectively. The Company has an obligation to repay the deposit to the counterparties upon settlement of the contracts. There are no other significant terms and conditions associated with the use of collateral (refer note 13).
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 of the Company. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capita! using a gearing ratio, which is net debt divided by total capital. The Company includes within net debt, interest bearing loans and borrowings less cash and cash equivalents (excluding discontinued operations).
In order to achieve this overall objective, the Company's capital management amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest¬ bearing loans and borrowing in the current year.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2025 ond March 31,2024.
42. Significant accounting judgements, estimates and assumptions
The preparation of the Company's standalone 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.
Judgements
In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:
Lease liability and Right of Use assets.
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Group uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.
Estimates and assumptions
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.
Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available dato from binding sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for future years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset's performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.
Share based payments
The Company measures the cost of equity-settled transactions with employees using Black Scholes model to determine the fair value of options. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions relating to vesting of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life af the share option, volatility and dividend yield and making assumptions about them. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 35.
Taxes
The fair values of the Company's interest-bearing borrowings and loans are determined by using DCF method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. No own non¬ performance risk as at March 31, 2025 was assessed.
Fair value measurement of financial instruments
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
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 yield on 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.
Further details about gratuity obligations are given in Note 29.
Intangible asset under development
The Company capitalises intangible asset under development for project in accordance with the accounting policy. Initial capitalisation of costs is based on management's judgement that technological and economic feasibility is confirmed, usually when a product development project has reached a defined milestone according to an established project management model. In determining the amounts to be capitalised, management makes assumptions regarding the expected future cash generation of the project, discount rates to be applied and the expected period of benefits.
Provision and contingent liability
On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are considered probable, an estimated loss is recorded as an accrual in financial statements. Liabilities which depend on occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, are not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not disclosed in the financial statements. Contingent Assets are not recognized until the contingency has been resolved and amounts are received or receivable.
Allowance for expected credit loss
Trade receivables do not carry any interest and are stated at their amortised cost as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not to be collectible. Allowance for the expected credit losses, which are the present value of the cash shortfall over the expected life of the financial assets.
45. The Company had been sanctioned working capital limits from banks on the basis of security of current assets. As the limits are by way of lien on Fixed deposits with the banks itself, hence no statement is required to be submitted with banks.
46. The management hove identified SAP as accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded. However, audit trail feature is not enabled for direct database changes to SAP for users with using certain access rights. Further, Company is taking steps to ensure feature of audit trail is enabled along with audit trail at database level and maintain log of such configuration changes. Additionally, the audit trail of previous year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the previous year. In relation to daily backup of books of accounts maintained in electronic form, the Company has a process of taking daily backup of books of accounts, however due to system constraints logs for the complete year were not available. The Company has taken necessary action to ensure going forward logs for full financial yeor are retained and available for verification. For current year, logs are available for the period from August 24, 2024 to March 31, 2025.
47. The Company is not covered under the provisions of Section 135 of the Companies Act 2013, therefore the disclosure required under CSR is not applicable to the Company during the financial year.
48. The Board of Directors of the Company in their meeting on August 08, 2024, approved the proposed Scheme of Amalgamation by way of merger of Spice Money Limited, E-Arth Travel Solutions Private Limited and vikasni Fintech Private Limited (collectively referred as 'Transferor Companies') with the Company ('Transferee Company') subject to necessary approval from the regulatory authorities concerned, including those required, under Section 230 and 232 of the Companies Act 2013. Subsequent to the scheme becoming effective upon approval of the Scheme by NCLT and any other regulatory authorities, the Transferor Companies shall cease to exist, and the business operation shall continue under the Transferee Company. Pending such approval, the standalone financial statements of the Company for the year ended March 31, 2025 are presented without giving effect to the said merger.
49. The Board of Directors of the Company in their meeting held on May 16,2024, approved acquisition of 99.91% of the equity share capital of SpiceBulls Investments Limited, a Non-Banking Financial Company, at a consideration not exceeding Rs. 2,000 lakhs, subject to receipt of necessary approval from Reserve Bank of India and such other approvals, consents, permissions, sanctions of any authorities as may be necessary. The Compony is in process of obtaining necessary approvals.
50. Additional regulatory information required by Schedule III to be disclosed in the financial statements:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with struck-off companies under section 248 of Companies Act 2013 or section 560 of Companies Act, 1956
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period except for the matters os disclosed in Note 44..
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(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
(vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), 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
(vii) The Company own immovable properties as on March 31, 2025 & March 31,2024 details of which have been duly disclosed under Note 4h. All the lease agreements are duly executed in favour af the company for building and office premises where the company is the lessee.
(viii) There have been no acquisitions through business combinations and no change of amount due to revaluation of Property, Plant and equipment and other intangible assets during the year ended March 31, 2025 & March 31,2024.
(ix) The Company has complied with number of layers prescribed under the Companies Act, 2013.
(x) Compliance with Approved Scheme of Arrangements: The company has filed proposed Scheme of Amalgamation in terms of section 230 to 237 of the Companies Act, 2013 but the same is yet to be approved by the concerned regulatory authorities as on March 31,2025
(xi) There have been no income or related assets which have not been recorded in the books af accounts, that have been surrendered or disclosed as income in the tax assessments under Income Tax Act, 1961 during the year or any previous years.
(xii) The Company is not declared as a wilful defaulter by any bank or financial institutions or other lender, in accordance with the guidelines issued by the Reserve Bank of India, during the year ended March 31, 2025 and March 31,2024.
(xiii) The Company has repaid in full the borrowings outstanding from banks as on March 31,2024 and there are no fresh borrowings from banks during the year.
For and on behalf of the board of directors of
As per our report of even date DiGiSPICE Technologies Limited
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration No. 301003E/F300005
Dilip Modi Rohit Ahuja
per Anil Gupta Chairman Executive Director
Partner DIN 00029062 DIN: 00065417
Membership No.: 087921
Ruchi Mehta Sanjeev Kumar
Place: New Delhi Company Secretary Chief Financial Officer
Date: May 23,2025 M.No.A16707
Place: Noida Date: May 23,2025
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