h. Provisions, Contingent Liabilities,
Commitments and Contingent
Assets:
Provisions are recognised for present obligations of
uncertain timing or amount arising as a result of a past
event where a reliable estimate can be made, and it
is probable that an outflow of resources embodying
economic benefits will be required to settle the
obligation.
Where it is not probable that an outflow of resources
embodying economic benefits will be required or the
amount cannot be estimated reliably, the obligation is
disclosed as a contingent liability and commitments,
unless the probability of outflow of resources
embodying economic benefits is remote. Contingent
assets are not recognised but disclosed in the Financial
Statements when an inflow of economic benefits is
probable.
i. Earnings per Share:
Basic earnings per share is computed using the net
profit/(loss) for the year (without taking impact of OCI)
attributable to the equity shareholders and weighted
average number of shares outstanding during the
year. The weighted average numbers of shares also
include fixed number of equity shares that are issuable
on conversion of compulsorily convertible preference
shares, debentures, or any other instrument, from
the date consideration is received (generally the date
of their issue) of such instruments. The diluted EPS
is calculated on the same basis as basic EPS after
adjusting for the effect of potential dilutive equity
shares unless impact is anti-dilutive.
j. Segment Reporting:
In accordance with the requirement of AS-108 on
Segment reporting, the company has determined
its business segment as Computer Programming
Consultancy and related services. There are no other
primary reportable segments. Thus, the segment
revenue, segment result, total carrying amount of
segment liabilities, total cost incurred to acquire
segment assets, the total amount of charge for
depreciation during the year are all reflected in the
financial statement of the company for the year ended
31st March 2025.
There are no secondary reportable segments
(Geographical Segments).
k. Financial Assets
Initial Recognition and Measurement: All financial
assets are recognized initially at fair value, plus in
the case of financial assets not recorded at fair value
through profit or loss (FVTP L), transaction costs
that are attributable to the acquisition of the financial
asset. However, trade receivables that do not contain
a significant financing component are measured at
transaction price. "
"Revenue Recognition: Revenue towards satisfaction
of a performance obligation is measured at the amount
of transaction price (net of variable consideration)
allocated to that performance obligation. The
transaction price of goods sold, and services rendered
is net of variable consideration on account of various
discounts and schemes offered by the Company as
part of the contract.
Financial asset at fair value through other
comprehensive income:
A financial asset is subsequently measured at fair value
through other comprehensive income which is held with
objective to achieve both collecting contractual cash
flows and selling financial assets and the contractual
terms of the financial asset give rise on specified dates
to cash f lows that are solely payments of principal
and interest on the principal amount outstanding. The
Company has made an election for its investments
which are classified as equity instruments (other than
investment in shares of Subsidiaries, Joint Ventures,
and Associates) to present the subsequent changes in
fair value through profit and loss account.
Financial assets at fair value through profit or loss:
A financial asset which is not classified in any of the
above categories are subsequently fair valued through
profit or loss. The Company has elected to measure its
investments, which are classified as equity instruments
(other than investment in shares of Subsidiaries, Joint
Ventures, and Associates) at fair value through profit
and loss account.
ii. Impairment of financial assets:
The company assesses at each balance sheet date
whether a financial asset is impaired. The company
recognises the loss if any on such impairment in
accordance with IND AS 109.
iii. Financial Liabilities:
Financial liabilities are subsequently carried at
amortized cost using the effective interest method.
Financial liabilities at fair value through profit and loss
includes financial liability held for trading and financial
liability designated upon initial recognition as at fair
value through profit and loss.
l. Investment in Subsidiaries, Associates and
Joint Ventures:
Investment in equity shares of subsidiaries, associates
and joint ventures is carried at cost in the standalone
financial statements.
m. Earnings per share:
The basic earnings per share is computed by dividing
the net profit for the period attributable to equity
shareholders by the weighted average number of
equity shares outstanding during the period. The
number of shares used in computing diluted earnings
per share comprises the weighted average shares
considered for deriving basic earnings per share and
also the weighted average number of equity shares
which would have been issued on the conversion of all
dilutive potential equity shares. Dilutive potential equity
shares are deemed converted as of the beginning of
the period unless they have been issued at a later date.
n. Employee Benefits:
Contributions to Provident and Employee State
Insurance etc. accruing during the accounting period
are charged to the statement of Profit and Loss.
Provision for liabilities in respect of gratuity are accrued
and provided at the end of each accounting period.
Gratuity liability towards existing eligible employees
will be met by the fund administered by LIC.
3. Critical Accounting - Estimates,
Assumptions and Judgements:
The preparation of Financial Statements in conformity
with Indian Accounting Standards (Ind AS) requires
management to make judgements, estimates and
assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities and the
accompanying disclosures at the date of the Financial
Statements. The judgements, estimates and underlying
assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the
revision effects only that period or in the period of the
revision and future periods if the revision affects both
current and future years and if material, their effects
are disclosed in the notes to the Financial Statements.
Actual results could vary from these estimates.
Estimates and underlying assumptions are reviewed
on a regular basis. The following areas of revenues,
expenses, assets, and liabilities are likely to be impacted
by events which give rise to revision of estimates made.
i. Revenue
The company uses estimates for computation of costs
and efforts as a proportion of total costs and efforts
made. These estimates are then used to derive the
progress made towards completion of the contract.
ii. Provisions/Expenses
Provision for future expenses, liabilities are made on
some occasions on the basis of pending effort for
completion.
iii. Property, Plant & Equipment:
External advisor and/or internal technical team
assesses the remaining useful life and residual value
of property, plant & equipment. Management believes
that the assigned useful lives and residual values are
reasonable.
iv. Intangibles:
Internal technical and user team assess the remaining
useful lives of intangible assets. Management believes
that assigned useful lives are reasonable. All intangibles
are carried at net book value on transition.
v. Income taxes
The provision for income tax at the end of each period
is made on the basis of estimates on revenues and the
receivables.
vi. Other Estimates:
The Company estimates the un-collectability of
accounts receivables by analysing historical payment
patterns, customer concentrations, customer
creditworthiness and current economic trends. If
the financial condition of a customer deteriorates,
additional allowances may be required.
24. Explanation to Modified Opinion on Financial Statements
The statutory auditors have expressed a qualified opinion on the financial statements of the company pertaining
to
a. Investment in Wholly Owned Subsidiary at Portugal viz Cybermate International, Unipessoal, LDA
We clarify that the Portuguese authority has issued a notice of cancellation of the Certificate of Incorporation of
the WOS due to non-filing of statutory information. We are considering transferring the investment to another
subsidiary and rectifying the non-compliance. We have been provided the final amounts due and pending
compliances after which we propose to transfer the investment to another subsidiary. We will be completing the
compliances during the present quarter.
b. Non-Receipt of trade receivables and payables due for more than 6 months.
We are of the opinion that the delays have been caused due to adverse conditions prevailing in the business and
financial markets. We have extended our timelines by another six months for realizing of debtors due to adverse
market conditions.
28. Subsidiary Companies
1. Since the amount of investment in US subsidiary is insignificant and the cost of revival is higher. The company propose
to write off the investment after seeking necessary approvals form regulatory and other authorities.
2. Cybermate International, Unipessol, LDA The company is considering transferring the investment to the New US
subsidiary and protect the investment. Thereafter we propose to remit the outstanding dues to the statutory authorities
followed by filing the closing compliance statements.
Further a Statement containing salient features of the financial statement of subsidiaries/associate companies/joint
ventures in Form AOC - 1 is annexed to the Boards' Report as Annexure - I pursuant to first proviso to sub-section (3) of
section 129 of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014.
d. Disclosure
i. Conversion of Foreign Currency Convertible Bonds (FCCBs)
During the year, the Company converted all outstanding Foreign Currency Convertible Bonds (FCCBs) aggregating to
USD 6.7 million (equivalent to Rs. 55.93 crores) into equity shares, in accordance with the terms of issue.
As a result:
• 4,52,79,145 equity shares of Rs. 2/- each were issued at a conversion price of Rs. 3.85 per share.
• The FCCB liability outstanding as at the beginning of the year has been fully extinguished.
• The embedded derivative component (conversion option), previously classified as a financial liability, has also been
derecognised.
• The difference between the carrying amount of the FCCBs (including any unamortised portion) and the equity issued
has been transferred to securities premium account.
• Consequently, the capital structure of the Company has changed, with an increase in equity share capital and securities
premium, and a corresponding reduction in financial liabilities.
The conversion of FCCBs has also impacted the calculation of earnings per share (EPS), with an increase in the
weighted average number of equity shares outstanding during the year. Please refer to Note No: 30 for EPS details.
ii. The interest accrued and unpaid on the FCCB amounting to USD 5,00,000, i.e Rs. 4,17,40,650/- as at 31st March 2025.
The Bond holders have requested to convert the interest accrued into equity shares. The company shall allot such
number of equity shares to the bond holders subject to the approval of the shareholders in the ensuing period.
36. Debtors, Creditors, Loans and Advances are Subject to Confirmation and Reconciliation.
37. Previous Year Figures have been Regrouped and Rearranged wherever necessary to
conform to this Years’ Classification.
38. Additional Regulatory Information
i. Title deeds of Immovable Properties not held in name of the Company. The company does not own any land or
buildings wither in its name or any other name and hence there are no title deeds for submission.
ii. The Company has not revalued its Property, Plant and Equipment since the Company has adopted cost model
as its accounting policy to an entire class of Property, Plant and Equipment in accordance with Ind AS 16.
iii. The Company has not revalued its Intangible Asset since the Company has adopted cost model as its accounting
policy to an entire class of Intangible Asset in accordance with Ind AS 38.
iv. The Company has not granted any loan or advance in the nature of loan to promoters, directors, KMPs and other
related parties that are repayable on demand or without specifying any terms or period of repayment.
v. There are no proceedings initiated or are pending against the company for holding any benami property under
the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
vi. The Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from
banks or financial institutions on the basis of security of current assets at any point of time during the year.
vii. The Company is not declared as wilful defaulter by any bank or financial institution or other lenders.
viii. The Company did not have any transactions with Companies struck off under Section 248 of Companies Act,
2013 or Section 560 of Companies Act, 1956 considering the information available with the Company.
xi. There are no Scheme of Arrangements approved by the Competent Authority in terms of sections 230 to 237 of the
Companies Act, 2013 during the year.
xii. The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other
sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding (whether recorded in writing or otherwise) that the Intermediary shall (i) 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 (ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
xiii. The company has also 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 (i) directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (Ultimate Beneficiaries) or (ii) provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.
xiv. The Company does not have any transactions which are not recorded in the books of accounts that has been
surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 during any of the years.
xv. The Company did not trade or invest in Crypto Currency or virtual currency during the financial year. Hence,
disclosures relating to it are not applicable.
As per our report of even date
For J M T & Associates For and on behalf of the Board
Chartered Accountants
Firm Regn. No. 104167W j -'“i
sd/- Imm vtgr
Vijaya Pratap M P. Chandra Sekhar V. S. Roop Kumar Sangeeta Mundhra
Partner Managing Director & CFO Director Company Secretary
Membership No. 213766 DIN : 01647212 DIN: 05317482 M.No 59771
UDIN: 25213766BMIXVJ9564
Place : Mumbai
Date : 28-05-2025
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