xii, Provisions
Provisions are recognized when the Company has a present obligation (legal or
constructive) as a result of a past event, it Is probable that an outflow uT economic benefits
WlH be required to settle the obligation and a reliable estimate can be made of the amount
of the obligation. The amount recognized as a provision is the best estimate of the
consideration required to settle the present obligation at the end of the reporting period,
considering the risks and uncertainties surrounding the obligation.
Provisions for onerous contracts are recognized when the expected benefits to be derived
by the Company from a contract are lower than the unavoidable costs of meeting the
future obligations under the contract. Provisions for onerous contracts are measured at
the present value of lower or the expected net cost of fulfilling the contract and the
expected cost of terminating the contract.
jelti. Income tax
Income tax comprises current and deferred tax. income tax expense is recognized in the
statement of profit and loss except to .the extenL IL relaLes Items directly recognized in
equity or in oLher comprehensive income
a. Current income tax
Current income tax for the current and prior periods are measured at the amount expected
to be recovered from or paid Lo the taxation authorities based on the taxable income for
Lho period. The tax rates and tax laws used to compute the current Lax srnuunts are those
that are enacted or substantively enacted as at the reporting date and applicable for the
period. While determining the tax provisions, the Company assesses whether each
uncertain tax position is to be considered separately or together with one or more
uncertain lax positions depending the nature and circumstances of oath uncertain tax
position. The Company offsets current tax assets and current tax liabilities, where IL has a
legally enforceable right tD set off the recognized amounts and where it intends either tD
settle gn a net basis, or to realize the asset and liability simultaneously.
b. Deferred income tax
Deferred income Lax rs recognized using the balance sheeL approach. Deferred income lax
assets and liabilities are recognized for deductible and Taxable temporary differentes
. arising between the tax base of assets and liabilities and their carrying amount in these
financial statements, except when the deferred income tax arises from the initial
recognition of goodwill or an asset or liability jfn a transaction that is not a business
combination and affects neither accounting nor taxable profits or loss at the time or the
transaction
Deferred income tax assets are recognized to the extent it Is probable that taxable profit
will be available against which the deductible temporary differences and the carry forward
of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities
are recognized for all taxable temporary differences except m respect of taxable temporary
differences associated with investments In subsidiaries, associates and foreign branches
where the timing of the reversal of the temporary difference can be controlled and it is
probable that the temporary difference will not reverse in the foreseeable future,
The Company offsets deferred Income lax assets and liabilities, where it has a legally
enforceable right Lo orrset current Lay asseLs against current tax liabilities, and they relate
to taxes levied by the same taxation authority on either Lhe same taxable entity, or on
different taxable entities where there is an Intention to settle the current tax liabilities and
assets on a net basis or their tax assets and liabilities Will be realised simultaneously.
xiv. Finance costs
finance costs comprise interest cost on borrowings and lease liabilities, gain or losses
arising on re-measurement of financial assets at FVTF’L, gains/ (losses) on translation or
settlement of foreign currency borrowings and changes In fair value and gains/ (losses)
on settlement of related derivative instruments. Borrowing costs that are not directly
attributable to a qualifying asseL are recognized in the staLenient oF profit and loss using
the effective interesL method.
xv. CP$h ffow statement
Cash Hows are reported using the indirect method, whereby profit for the period is adjusted
for the effects of transactions of a non-cash nature, any deferrals or accruals of past
operating cash receipts dt payments and item Df income or expenses associated with
investing or financing cash bows I he cash from operating, investing and financing
activities of the Company are segregated
b. Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. Accordingly, all equity shares rank equally wiih regard
to dividends and share in the Company's residual assets, I he equity shares are entitled to receive
dividend as declared from time to time, fhe voting rights of an equity shareholder are in proportion to
Its share of the paid-up equity capital of the Company. On winding up of the Company, the holders of
equity shares will de entitleo to receive the residual assets of the Company, remaining after distribution
of all pi Eferentiai amounts in proportion to the number of equity shares held.
g. Equity shares movement during five years preceding the period March 31, 2025
6) The Company has increased authorised capital from I NR 3,00,00,000/- {Rupees three trores only)
divided into 30,00,000 (in words: thirty lakhs) equity shares of INK L0/- each to LKR 150,00,00,000/-
(Rupees one hundred and fifty crores only} divided into 15,00,00,000 (in words: fifteen crores) equity
shares of INR 10/- each vide board resolution dated October 3Dr ZDZ4 and shareholders resolutions in
the extra ordinary general meeting daLed October 3 l, 2024.
b) l he board of directors at its meeting held on October 30, 2024. pursuant to section 63 and other
applicable provisions, it any, of the companies act, 2013 and rules made .hereunder, proposed that a
sum of INR 9,844,34/> lakhs- be capitalized as bonus equity shares our of general reserves INR
1,386.81./- lakhs, snare premium account INR 1,ZDS.45/- lakhs and stained earnings INR. 7,249.08/-
lakhs, and distributed amongst the Equity Shareholders by issue af 9,84,43,4-40 equity shares of INR
10/- each credited as fully paid .to the equity shareholders in ihe proportion of 60 (in words: sixty)
equity share for every 1 (In words: one) equity share. Jt has been approved in the meeting of
shareholders held on October 31, 2024 The board of directors of the Company has allotted bonus equity
shares to ihe shareholders of the Company in the board meeting held on December 02, 2G24.
The estimates of rate of escalation in salary considered in actuarial valuation, take into account
inflation, seniority, promotion anti other relevant factors including supply and demand in the
employment market.
c) Sensitivity analysis
Significant actuarial assumptions for tire determination of the defined benefit obligation are
discount rate, expected salary increase and employee turnover. The sensitivity analysis below, has
been determined based on possible effect of changes of an assumption occurring at end Of the
reporting period , while holding all other assumptions oonstant
These plans typically expose the Company to actuarial nsks such as: investment risk, inteiest risk,
longevity risk and salary risk,
Investment risk: The present value of the defined benefit plan liability Is calculated using a
discount rate which is determined by reference to market yields at the end of the reporting period
on government bonds.
Interest risk; A decrease in the bond interest rote will increase the plan liability, However, this will
be partially offset bv an increase in the return on the ptan assets.
Longevity risk; Tha present value of the defined benefit plan liability is calculated by reference to
the best estimate of the mortality of plan participants boLh during and after ttielr employment. An
increase m the life expectancy of the plan participants will increase the plan's liability,
Salary risk: l he present value of the defined plan liability is calculatca bv reference to the future
salaries of plan participants. As such, an increase In the salary of the plan participants will increase
the plan's liability.
~Noce: The Company Secretary, Mr Venkatesh D, was appointed on HI-Mar-2024, hence the
remuneration mentioned TNR 45.82/- lakhs is for the period DL-Apr-2024 to 31-Mar-2025 Hence,
payments made before the Company Secretary becoming Key Managerrai Personnel is not
disclosed,
* Mr Dhanenjaya Sudhanva was the common shareholder in Messier 4 Private Limited. Mr,
Dhananjaya Sudhanva's holding in Messier 4 Private Limited was divested on November OH), 2024.
As there are no common share holders as on date of this report, Messier 4 Private Limited is nol a
related party. Therefore it is not considered as a Group cam party.
^Note: The Chief Financial Officer, Mr. Ravi Suljramamam, was appointed on 02-Der-2024, hence
the remuneration mentioned INR 31.53 lakhs Is for the period 03-iOt;c-2n?4 in 3J-Mar-2025,
Hence, payments made hefore the Chief Financial Officer becoming Key Managerial Personnel is not
disclosed.
Hole: The company has executed Corporate Guarantee on May 06, 2024 in favour nf Vlslra l lCL
[India) Limited on behalf of the holding company Pedanta lechnologies private imited rowards
oblaining Non-Cunvertihle Debentures iNR3,000.00 millions,
36 . Financial risk management objectives and policies
The entity's principal financial liabilities comprise borrowings, trade ant) oilier payables. The mam
purpose of these financial liabilities Is to Finance the entity's operations to support Its operations.
The entity's prmcrpal Financial assets Inciude trade and other receivables, rental and bank deposits
and cash and cash equivalents that are derived directly from its operations.
I he entity is exposed to market risk/credit and liquidity risks. The entity's senior management
oversee the management of these risks. The board reviews theft activities. No significant derivative
activities nave been undertaken so far
Market risk
Market risk is the risk that Lhe Fair value of future cash flows of a financial instrument will fluctuate
because of changes Irt market prices. Market risk comprises three types of risks: Interest rale risk,
currency risk and pltier price riskr such as equity price risk and commodity risk, Financial
instruments affected by market risk include deposits, FVTOCI investments and derivative financial
instruments.
The sensitivity analvsis in the following sections relate to the positions as at March 31, 2G25.
The analysis exclude the impact of movements in market variables on: the carrying values of
gratuity and other post-retirement obligations; provisions; and the non-financiai assets and
liabilities of foreign operations.
The following assumption has been made In calculating sensitivity analysis;
The sensitivity of the relevant profit or loss item is lhe effect of the assumed changes in respective
market risks. This is hased on the financial assets and financial liabilities held at March 31, 7025
including the effect of hedge accounl |ng.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash hows of an exposure Will fluctuate
because of changes in foreign exchange races, The company's exposure to the risk of changes in
foreign exchange rates relates primarily l:o the some of the vendor payments and customei
receivables.
37 . Employee slock-option scheme
ESOS 2008 (the 20Q8 Plan):
The Company formulated employee stock option plan "ESOS ZOOS" fn April 2009 which covers
employees of the Company including its wholly owned subsidiary. The scheme was approved by the
hoard of directors of the Company on February 24, 2003 and administered by it. As per the
scheme, based on the eligible criteria, as decided by the board from lime to time, employee shall
he granted stock option entitling one equity share of TNR 10/-- for each option in the Company's
equity share capital.
EJfCELSOFT ESOS 2023 (the 20Z3 Plan):
The Company formulated e>nployee stock option plan "EXCfcLSOFf E5GS 2023" in April 2023 which
covers employees or the Company including its wholly owned subsidiary, The scheme was approved
by the board of directors of the Company on April 20, 2023 and administered by i[. As per the
scheme, cased on the eligible criteria, as decided by the board from Lime Lo lime, employee shall
lie granted stock option entitling one equity share or II4R 10/- for each option In the Company's
equity share capital.
ine options shall be granted in tranches vesliny over the period subject to time and performance
finked conditions at different exercised price to different tranches, the details of the scheme as
given be tow:
As at March 31, 2025, claims against the Company not acknowledged as debts in respect of income
Lax matters amounted to I NR 312.12 lakhs,
The claims aqamst the Company primarily represent demands arising on completion of
assessment proceedings under the Income-tax Act, 1961. These claims are on account of issues of
disallowance of Pad-debts, provision for bad-debts, PF/ESI disallowances, non-payment of GSl
under RCM, irregular claim of ITC, irregular availment of transitional credit: by wrongly availing
input tax credit on food bills. These matters are pending before various tax authorities and the
Management including its tax advisors expect that its position will likely bo upheld on ultimate
resolution and will not have a material adverse effect on the Company financial position and results
of operations.
fii] Deferred tax
Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets
and liabilities are recognised for deductible and taxable temporary differences arising between the
tax base of assets and liabilities and their carrying amount; except when the deferred income tax
arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a
business combination and alTects neither accounting nor taxable profit or loss at the time of the
transaction
Deferred income Lax assets are recognised to the extent that it is probable that taxable profit wiM
be available against which the deductible temporary differences and the carry forward of unused
tax credits and unused tax losses can be utilised.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced
to Lhe extent that it is no longer probable that suffieienl taxable profit will be available to allow all
or part of the deferred income tax asset to be Utilised.
Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to
apply to taxable income in the years in which the temporary differences are expected to be
received or settled.
Deferred tax assets and liabilities are offset when they relate to income Laxes levied by the same
taxation authority and the relevant entity intends to settle its current tax assets and liabilities on a
net basis.
Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in
India, to the extent it would be available faf set off against future current income tax liability
Accordingly, MAT is recognised as deferred ta.-. asset in the balance sheel when the asset can be
measured reliably and it is probable that the future economic benefit associated with the assel will
be realised.
41 AH ffgynes have been rounded-oft to lakhs except Herrings per sh^re. Previous year's figures have
been re-graupcd/reclassified whenever necessary to confirm to the current year presentation.
42 - Events occurred after the Balance sheet date
The Company evaluated all events or transactions that occurred after March 31, 2025 up through
Jun ilr 2025, the. daLe I hie financial information were authorized foi issue by the Board or Directors.
Based on this evaluation, the Company is not aware of any events or transactions that would
require recognition or disclosure in the Financial information other than as below;
a) Subsequent to the reporting date, Freedom to Learn Limited, UK in which the company held 100%
equity interest, was struck off and dissolved on May 13, 2025 from the UK Companies House. The
impairment provisions Lowards investment for INR 0.02/Ý lakhs and towards loans and advances
given for INR 24.34/- lakhs was made m the books on nt 2022 23*
43 Other explanatory information
a} flenami transactions act: No proceedings are initialed or pending against the company for
holding any bcnami property under the Benami Transactions (Prohibition) Act, 1988.
b) Charge details: Theie are no changes or satisfaction yet to be registered with Registrar of
Companies beyond the siaLuLory period.
c| Borrowings from banks and financial Institutions: The company has borrowed funds From
hanks and/nr financial institutions by Di'ovidina current asseLs of the company as Collateral security
Fhe company has used the Dorrowings from hanks and/nr financial institutions for the specific
purpose for which it was borrowed as al. hie balance sheet date.
d) Undisclosed income: The Company docs not have any transactions that, are ntM recorded m
the books or accounts that has been surrendered or disclosed as income during the yenr In ihe tax
assessments under the income Tax Act, 1961*
el devaluation qf plant, property and equipment: The Company has no plant* property or
equipment that has hocn revalued during the current year.
F) Wilful defaulter; the Company nas not ueen dedared wilful defaulter by any banks, hnandal
institutions or any other lenders.
g) Relationship with struck off companies: I'he company has no transactions with companies that
have been struck off under section 248 of rhe Companies Act, 2013 or section 360 ot Companies
Act, 1956.
h) Scheme af arrangement: 'here are no scheme or' arranyemenLs; l.hal have been approved by the
competent authority In terms of sections 230 to 237 (our no rate restructuring) of the companies act,
/ 2013 '
i) Crypto currency or virtual currency: The Company has not transacted or traded or Invested Irl
crypto currency or Virtual currency during the current year.
j) Dues under HSMED Act: As at March 31, 2025,, there are no dues to micro and small enterprises
more than 46 days, The Information disclosure with regard to micro and small enterprises is based
on information collected by the management on enquiries made wirh the vendors which have been
relied upon by the auditors.
k) The Company have not advanced or loaned or invested funds to any other persori(s) hr entlty(le£)j
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 ny or on behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, securtLy or the like la ur on behalf of Lhe ultimate beneficiaries,
l) The Company have not received anv fund from any pcrson(s) or entity (ies)j including foreign
entities (Funding Paity) with the understanding [whether recorded in writing or otherwise) Lhai Lhe
Company shallr
(a) directly or mdirectiy lend or invest in other persons or entities ioentified in any manner
whatsoever by or on behalf of trie Funding Party (Ultimate Beneficial ies) or
(b) provide any guarantee, security, or the Ilka on behalf of the ultimate beneficiaries.
This is the financial statements referred for and on behalf of the Board
to ill my tejsort of even date /
/ --1 'r - i
’Ý __ ii Ý Ý ( Dhananjaya Sudhanva Shruthi Sudhanva
Hamaswamy Vijayanand , . . Chairman end Managing Director Whole-time Director
Chartered Accountant - "A Ý DIN. 0042364] DIN: 06426159
Membership No 2Q211S Ý ___
s-- c
Ravi Subramaniam Venkatesh Dayananda
Place, Mysore Chief Financial Officer Company Secretary
?ate; U-Jun-2025 Membership No. F9904
|