r) Provisions, contingent liabilities and contingent assets
Provisions are recognized for liabilities that can be measured only by using a substantial degree of
estimation, if: i) The Company has a present obligation as a result of a past event; ii) A probable
outflow of resources is expected to settle the obligation; and iii) The amount of the obligation can
be reliably estimated
Contingent liability is disclosed in the case of: i) A present obligation arising from a past event when
it is not probable that an outflow of resources will be required to settle the obligation; or ii) A possible
obligation unless the probability of outflow of resources is remote
Contingent assets are neither recognized nor disclosed.
Provisions, contingent liabilities and contingent assets are reviewed at each balance sheet date.
s) Statement of cash flows
Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items
and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of
past or future cash receipts or payments. The cash flows from operating, investing and financing
activities of the Company are segregated based on the available information.
t) Investment in subsidiaries
Investments in subsidiaries are measured at cost as per Ind AS 27 - Separate Financial Statements.
u) Earnings per equity share
Basic earnings per equity share is computed by dividing the net profit/(loss) attributable to the equity
holders of the Company by the weighted average numbers of the equity shares outstanding during
the period.
Diluted earnings per equity share is computed by dividing the net profit/(loss) attributable to the
equity holders of the Company by the weighted average number of equity shares considered for
deriving basic earnings per equity share and the weighted average number of equity shares that could
have been issued upon conversion of all dilutive potential equity shares.
Diluted earnings per equity share is computed by dividing the net profit attributable to the equity
holders of the Company by the weighted average number of equity shares considered for deriving
basic earnings per equity share and the weighted average number of equity shares that could have
been issued upon conversion of all dilutive potential equity shares. Potential equity shares are deemed
to be dilutive only if their conversion to equity shares would decrease the net profit per share from
continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the
beginning of the period, unless they have been issued at a later date.
v) Common Control Business combination
Business combinations involving entities that are controlled by the company or ultimately controlled
by the same party or parties both before and after the business combination, and where control is
not transitory, are accounted for using the pooling of interest’s method as follows:
• The assets and liabilities of the transferred entity are recognized at their carrying amounts immediately
prior to the transfer.
• No adjustments are made to reflect fair values, or recognize any new assets or liabilities. Adjustments
are only made to harmonies accounting policies.
• The identity of the reserves is preserved and the reserves of the transferor division/Company in
respect of prior periods is restated as if the business combination had occurred from the beginning
of the preceding period in the financial statements, irrespective of the actual date of the combination.
However, where the business combination had occurred after that date, the prior period information
is restated only from that date.
• The consideration, if any, for the combination may consist of securities, cash or other assets.
Securities are recorded at nominal value.
• The difference, if any, between the amount recorded as share capital issued plus any additional
consideration in the form of cash or other assets and the amount of share capital (if any) of the
transferor shall be transferred to capital reserve and should be presented separately from other capital
reserves.
w) Accounting and reporting information for operating segments
Ind AS 108 establishes standards for the way that public business enterprises report information
about operating segments and related disclosures about products and services, geographic areas, and
major customers.
The Company evaluates performance and allocates resources based on an analysis of various
performance indicators by business segments.
Accordingly, information has been presented along business segments. The accounting principles
used in the preparation of the financial statements are consistently applied to record revenue and
expenditure in individual segments and are as set out in the note of significant accounting policies.
Revenue for 'all other segments' represents revenue from segments that are not reportable under Ind
AS 108.
Operating expenses in relation to segments are categorized based on items that are individually
identifiable to that segment, while the remainder of the costs are categorized in relation to the
associated turnover of the segment. Certain expenses such as depreciation, which form a significant
component of total expenses, are not specifically allocable to specific segments as the underlying
services are used interchangeably. The Company believes that it is not practical to provide segment
disclosures relating to those costs and expenses, and accordingly these expenses are separately
disclosed as "unallocated" and directly charged against total income.
Assets and liabilities used in the Company's business are not identified to any of the reportable
segments, as these are used interchangeably between segments and it is not practicable to provide
segment disclosures relating to total assets and liabilities.
Information about geographical areas: The Company derives revenue from customers who have
operations in various countries.
3. Recent accounting pronouncements
As at March 31, 2024, there were no new standards or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules 2022 as applicable. However, the Ministry of Corporate Affairs has
amended Schedule III to the Companies Act 2013. The amendments to the existing standards applicable to
annual periods beginning on or after April 1, 2024 have been incorporated.
32. Contingent Liabilities and Commitments
Claims against the company not acknowledged as debts:
A demand of ^2,41,991/- has been raised against the Company by the Income Tax Department for Asst Year
2007-08 vide order u/s 143(1) on 06.02.2009. The Company has disputed the same by preferring an appeal
before the ITAT - Mumbai. The Appeal is still pending. As per Income Tax Dept, demand of ^68,541/- is
still outstanding as on date.
Estimated number of contracts remaining to be executed on capital account and not provided for: NIL
(previous year: Nil).
33. Corporate social responsibility expenditure
As per section 135 of the Act, 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 company does not meet the prescribed thresholds.
34. Capital Management Note
The key objective of the Company’s capital management is to maximize shareholder value, safeguard business
continuity and support the growth of the company. The Company determines the capital requirement based
on annual operating plans and long term and other strategic investment plans. The funding requirements are
met through operating cash flows generated, and equity. The Company is not subject to any externally
imposed capital requirements.
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business. Management monitors the return on capital
as well as the level of dividends to equity shareholders.
The Company manages its capital structure and makes adjustments to it as and when required. To maintain
or adjust the capital structure, the company may pay dividend or repay debts, raise new debt or issue new
shares. No major changes were made in the objectives, policies or processes for managing capital during the
year ended March 31, 2025, March 31, 2024 and 31 March 2023.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose,
adjusted net debt is defined as total liabilities comprising interest bearing loans and borrowings and
obligations under finance leases. Adjusted equity comprises all components of equity.
35. Disclosure pursuant to IND AS - 19 ‘Employee Benefits’
Defined Contribution Plan:
The Company makes contributions, determined as a specified percentage of the employee salaries in respect
of qualifying employees towards provident fund, which is a defined contribution plan. The Company has
recognised Rs. 7.58 Lakhs (FY 2023-24 Nil and FY 2022-23 Nil) towards defined contribution plan as an
expense, which includes contribution to social security and employee state insurance scheme in statement of
profit and loss account.
Defined Benefit Plan:
Gratuity scheme - This is an unfunded defined benefit plan and it entitles an employee, who has rendered at
least 5 years of continuous service, to receive one-half month's salary for each year of completed service at
the time of retirement/exit.
i) On normal retirement / early retirement / withdrawal / resignation: As per the provisions
of the Payment of Gratuity Act, 1972 with vesting period of 5 years of service.
ii) On death in service: As per the provisions of the Payment of Gratuity Act, 1972 without
any vesting period.
Gratuity payable to employee in case (i) and (ii), as mentioned above, is computed as per the Payment of
Gratuity Act, 1972.
A. Movement in net defined benefit (asset) liability
The following table shows a reconciliation from the opening balances to the closing balances for net
defined benefit (asset)/ liability and its components.
* It is actuarially calculated term of the liability using probabilities of death, withdrawal and retirement.
A It is simple arithmetical difference between retirement age and average age (by zeroing out negatives for
employees above retirement age) and is calculated without using any decrements.
F. RISK EXPOSURE AND ASSET LIABILITY MATCHING
Provision of a defined benefit scheme poses certain risks, some of which are detailed hereunder, as
companies take on uncertain long-term obligations to make future benefit payments.
Liability Risks
Ý Asset-Liability Mismatch Risk
Risk which arises if there is a mismatch in the duration of the assets relative to the liabilities. By
matching duration with the defined benefit liabilities, the company is successfully able to
neutralize valuation swings caused by interest rate movements. Hence companies are
encouraged to adopt asset-liability management.
Ý Discount Rate Risk.
Variations in the discount rate used to compute the present value of the liabilities may seem
small, but in practise can have a significant impact on the defined benefit liabilities.
Ý Future Salary Escalation and Inflation Risk
Since price inflation and salary growth are linked economically, they are combined for disclosure
purposes. Rising salaries will often result in higher future defined benefit payments resulting in
a higher present value of liabilities especially unexpected salary increases provided at
management's discretion may lead to uncertainties in estimating this increasing risk.
Unfunded Plan Risk
This represents unmanaged risk and a growing liability. There is an inherent risk here that the
company may default on paying the benefits in adverse circumstances. Funding the plan removes
volatility in company's financials and also benefit risk through return on the funds made available for
the plan.
Notes:
1. Total debts consist of borrowings and lease liabilities.
2. Earnings available for debt services=profit for the year depreciation, amortization and impairment
finance cost provision for doubtful debts share-based payment to employees non-cash
charges.
3. Debt service = Interest payment for lease liabilities principal repayments.
4. Credit sales = Total Revenue opening contract assets - closing contract assets - opening deferred
revenue closing deferred revenue.
5. Earnings before interest and taxes = profit before tax finance cost - other income
6. Capital Employed = Average tangible net worth Total debt Deferred tax.
7. Average is calculated on the basis of opening and closing balances.
Reasons:
1. The variance is primarily due to a significant increase in current liabilities, driven by recognition of
short-term lease liabilities under Ind AS 116, increased short-term borrowings, higher trade payables,
outstanding statutory dues, and customer advances.
2. The debt-equity ratio for the current year is 0.62, whereas it was not applicable in the previous year
due to the absence of debt. The variance is due to the introduction of external debt in the current year
through new borrowings taken to support business expansion and working capital requirements.
3. The DSCR (Debt Service Coverage Ratio) for the current year is -0.31, while no ratio was reported in
the previous year due to the absence of debt. The variance is due to the introduction of new
borrowings in the current year, leading to interest and principal repayment obligations, while operating
cash flows were insufficient to meet these commitments.
4. The variance is due to a substantial increase in net loss during the year and a simultaneous rise in
shareholders’ funds, which together led to a deeper negative return on equity.
5. The variance is due to the introduction of credit sales in the current year, resulting in the recognition
of trade receivables and the emergence of the Trade Receivables Turnover Ratio.
6. The variance is on account of trade payables being Nil in the previous year. In the current year, normal
credit balances with vendors exist, resulting in a meaningful ratio.
7. The variance is due to a significant increase in current liabilities—primarily from lease liabilities, short¬
term borrowings, and customer advances—exceeding the growth in current assets, resulting in negative
net working capital.
8. The variance is due to higher revenue and reduced expenses, resulting in a lower net loss margin
compared to the previous year
9. The variance is due to an increase in net loss during the current year, which led to a more negative ratio
compared to the previous year.
37. Financial risk management
The Company’s financial liabilities comprise mainly of trade payables and other payables. The
Company’s financial assets comprise mainly of investments, cash and cash equivalents, other balances
with banks and other receivables.
Company has exposure to following risks arising from financial instruments:
- Credit Risk
- Liquidity Risk
- Market Risk
Risk Management Framework
Company’s board of directors has overall responsibility for establishment of Company’s risk
management framework. Management is responsible for developing and monitoring Company’s risk
management policies. Management identifies, evaluate and analyses the risks to which is company is
exposed to and set appropriate risk limits and controls to monitor risks and adherence to limits.
Management periodically reviews its risk policy and systems to assess need for changes in the policies
to adapt to the changes in market conditions and align the same to the business of the Company.
Management through its interaction and training to concerned employees aims to maintain a
disciplined and constructive control environment in which concerned employees understand their roles
and obligations.
i. Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a
financial instrument fails to meet its contractual obligations and arises partially from the
Company’s receivables from customers, loans and investment in debt securities. The carrying
amount of financial assets represents the maximum credit risk exposure. The Company has
credit policies in place and the exposures to these credit risks are monitored on an ongoing
basis.
The principal credit risk that the Company is exposed to is non-collection of trade receivables
and late collection of receivables leading to credit loss. The risk is mitigated by reviewing
creditworthiness of the prospective customers prior to entering into contract and post
contracting, through continuous monitoring of collections by a dedicated team.
The Company reviews trade receivables on periodic basis and makes provision for doubtful
debts if collection is doubtful. The Company also calculates the expected credit loss (ECL)
for non-collection and for delay in collection of receivables. The Company makes additional
provision if the ECL amount is higher than the provision made for doubtful debts. In case
the ECL amount is lower than the provision made for doubtful debts, the Company retains
the provision made for doubtful debts without any adjustment.
The provision for doubtful debts including ECL allowances for non-collection of receivables
and delay in collection, on a combined basis, was Rs. 0.04 Lakhs as at March 31, 2025, Nil as
at March 31, 2024 and Nil as at March 31, 2023. The movement in allowances for doubtful
accounts comprising provision for both non-collection of receivables and delay in collection
is as follows:
ii. Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Company’s objective is to maintain a balance
between continuity of funding and flexibility through available funding from shareholder. The
Company’s financial liabilities are due within one year.
iii. 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 two types of risks;
- Interest rate risk
- Currency Risk
Financial instruments affected by market risk includes investments, trade payables, loans and
other financial instruments.
The objective of market risk management is to manage and control market risk exposures
within acceptable parameters, while optimizing the return
Interest rate risk and sensitivity
iv. 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. Presently the Company’s has no
exposure to the risk of changes in market interest rates.
Foreign currency risk and sensitivity
The Company is exposed to currency risk on account of Trade Receivables. The functional
currency of the Company is Indian Rupees.
The Company does not use derivative financial instruments for trading or speculative
purposes.
39. Other statutory information’s
i. The Company do not have any Benami property, where any proceeding has been
initiated or pending against the Company for holding any Benami property.
ii The Company do not have any transactions with companies struck off.
iii The Company do not have any charges or satisfaction which is yet to be registered
with ROC beyond the statutory period.
iv The Company have not traded or invested in Crypto currency or Virtual Currency
during the financial year.
v The Company have 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.
vi The Company have 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.
vii The Company have not any such transaction which is not recorded in the books of
accounts that has been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (such as, search or survey or any other
relevant provisions of the Income Tax Act, 1961.
viii The Company has not defaulted on any of the loan taken from banks, financial
institutions or another lender.
xi The Company has not revalued its property, plant and equipment (including right-of-
use assets) or intangible assets or both during the current or previous year.
xii The Company has complied with the number of layers prescribed under Companies
Act, 2013.
40. The company has purchased the balance 40% equity stake of Global Talent Track Private
Limited as on September 1, 2024 for consideration of Rs. 1,000 Lakhs.
41. The agreement for purchase of shares of M/s CRG Solutions Private Limited was signed on
December 31, 2024 for purchase of shares in a phased manner. The payment of Rs. 586.13
Lakhs for acquisition of 10.51% of shares of M/s CRG Solutions Private Limited was made
on January 27, 2025 but due to procedural issues the shares were transferred to companies
account on April 11, 2025. The company in its EOGM dated March 26, 2025 has approved
to acquire 67.30% of M/s CRG Solutions Private Limited via swap of shares. The swap of
shares has affected on April 18, 2025. The effective control has established by appointment
of director from April 1, 2025 and taking over the management control.
42. The agreement for purchase of shares of M/s Alpharithm Technologies Private Limited was
signed on March 3, 2025 for purchase of 100% of its shares. The payment of Rs.251.55 Lakhs
for acquisition of 16.77 of shares of M/s Alpharithm Technologies Private Limited was made
on March 29, 2025 but due to procedural issues the shares were transferred to companies
account on April 7, 2025. The company in its EOGM dated March 26, 2025 has approved to
acquire the balance 83.23% of M/s Alpharithm Technologies Private Limited via swap of
shares. The swap of shares has affected on April 18, 2025. The effective control has
established by appointment of director from April 1, 2025 and taking over the management
control.
43. An advance of Rs. 354 Lakhs has been given to O2 Breathing Brains Private Limited in respect
of purchasing their IP rights of their LMS platforms for business expansion of the company
after carrying out necessary checks and verification as per the letter of intent issued.
44. An advance of Rs. 177 Lakhs has been given to Ujjvilas Technologies and Software Private
Limited in respect of purchasing IP rights of their various in-house developed software’s for
business expansion of the company after carrying out necessary checks and verification as per
the letter of intent issued.
45. The Company had announced a Rights Issue of 1,91,61,915 equity shares on a 1:1 basis,
offered to eligible shareholders as on the record date of January 14, 2025. The Rights Issue
was priced at Rs. 26 per share, with Rs. 6.50 per share payable on application and the balance
to be called in subsequent calls as decided by the Board. The Rights Issue opened on January
27, 2025, and closed on February 25, 2025.
The Company received advance call money amounting to Rs. 1,188.12 Lakhs up to March 31,
2025, before making the final call.
46. The financials for the year ending March 31, 2024, March 31, 2023, and March 31, 2022, were
restated as per requirement of SEBI and Companies Act relating to rights issue of shares by
the company.
47. The audited standalone Financials after review of the Audit Committee were approved by the
Board of Directors at its meeting held on May 20, 2025.
48. The figures for the corresponding previous period have been regrouped/rearranged wherever
necessary, to confirm to Current Year's classification.
As per our report of even date For and on behalf of Board of
attached Directors
FOR MEHTA AND MEHTA GTT DATA SOLUTIONS
Chartered Accountants LIMITED
Firms Registration Number:
016513C
CA NAMRATA MEHTA Ganesh Natarajan Pankaj Ramesh Samani
Partner Chairman & Whole-time Managing Director
Membership No. 444456 Director DIN: 06799990
DIN: 00176393
Place: Sangli Chirag Jitendra Samani Ebrahim Saifuddin Nimuchwala
Date: May 20, 2025 Chief Financial Officer Company Secretary
May 20, 2025 ACS: 60947
May 20, 2025
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