(n) Provisions, contingent liabilities and contingent assets
The company has recognised provisions for liabilities of uncertain timing or amount including those for warranty claims,
leasehold dilapidations and legal disputes. The provision is measured at the best estimate of the expenditure required
to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting current market assessments of
the time value of money and risks specific to the liability. In the case of leasehold dilapidations, the provision takes into
account the potential that the properties in question may be sublet for some or all of the remaining lease term.
Contingent liability is¬
a. a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events not wholly within the control of the company, or
b. a present obligation that arises from past events but is not recognised because
it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation,
or
• it is not probable that an outflow of resources embodying economic benefits will be required to settle the
obligation, or
• the amount of the obligation cannot be measured with sufficient reliability.
The company does not recognise a contingent liability but discloses its existence and other required disclosures
in notes to the consolidated financial statements, unless the possibility of any outflow in settlement is remote.
(o) Leases
Short-term leases and leases of low-value assets
The Company has all the leases which are short term having tenure of less than 12 months. The Company recognises
the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
(p) Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders
by the weighted average number of equity shares outstanding during the year. The weighted average number of
equity shares outstanding during the year and for all the years presented is adjusted for events, such as bonus shares,
other than the conversion of potential equity shares, that have changed the number of equity shares outstanding,
without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year is adjusted for the effects of all
dilutive potential equity shares.
(q) New standards and amendments issued but not effective
There are no such standards which are notified but not yet effective.
2C. Significant accounting judgements, estimates and assumptions
The company makes certain estimates and assumptions regarding the future. Estimates are continually evaluated
based on historical experience and other factors, including expectations of future events that are believed to
be reasonable under the circumstances. In the future, actual experience may differ from these estimates and
assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year are discussed below.
(a) Defined benefit plans gratuity benefits
The cost of the defined benefit plans such as gratuity 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 year end.
The principal assumptions are the discount and salary growth rate. The discount rate is based upon the market
yields available on government bonds at the accounting date with a term that matches that of liabilities. Salary
increase rate takes into account of inflation, seniority, promotion and other relevant factors on long term basis.
(b) Useful lives of property, plant and equipment
Refer Note 2B(b)
(c) Financial Instruments
Refer Note 2B(1)
(d) Provisions
Refer Note 2B(n)
(e) Income Taxes
Refer Note 2B(i)
Nature and purpose of reserves:
1. Capital Reserve: Represents capital reserve balances of acquired entities which are transferred to the Company
upon mergers in the earlier years.
2. Capital Redemption Reserve: In accordance with Section 69 of the Act, capital redemption reserve is created
equal to the nominal value of the shares bought back as an appropriation from securities premium reserve.
3. General Reserve: The Company has transferred a portion of the net profit of the Company before declaring
dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to
general reserve is not required under the Act.
4. Securities premium: The amount received in excess of face value of the equity shares is recognised in securities
premium. In case of equity-settled share based payment transactions, the difference between fair value on grant
date and nominal value of share is accounted as securities premium, on exercise of options. This reserve will be
utilised in accordance with provisions of Section 52 of the Act.
5. Employee stock options outstanding account: The fair value of the equity-settled share based payment
transactions with employees is recognised in statement of profit and loss with corresponding credit to Employee
Stock Options Outstanding Account. This will be utilised for allotment of equity shares against outstanding
employee stock options.
6. Retained earnings: Retained earnings are the profits that the Company has earned till date less any transfers to
general reserve, dividends or other distribution to shareholders.
7. Foreign exchange translation reserve: Gains/losses arising on retranslating the net assets of foreign operations
into ?. The cumulative amount is reclassified to profit or loss when the foreign operation is disposed-off.
8. Items of other comprehensive income: Represents re-measurement of defined employee benefit plan, i.e.
Difference between the interest income on plan assets and the return actually achieved, any changes in the
liabilities over the year due to changes in actuarial assumptions or experience adjustments within the plans, are
recognised in other comprehensive income and subsequently not reclassified into Statement of profit and loss.
Fair values of financial assets and financial liabilities
The fair value of other current financial assets, cash and cash equivalents, trade receivables , trade payables, and
other financial liabilities approximate the carrying amounts because of the short term nature of these financial
instruments.
Financial assets that are neither past due nor impaired include cash and cash equivalents, security deposits, term
deposits, and other financial assets.
Similarly, carrying values of non-current security deposits and non-current term deposits are not significant and
therefore the impact of fair value is not considered for disclosure.
Fair value hierarchy
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation
technique:
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
No financial assets/liabilities have been valued using level 1 fair value measurements.
The carrying amounts of trade receivables, trade payables and cash and cash equivalents are considered to be the
same as their fair values, due to their short-term nature. The difference between carrying amounts and fair values of
bank deposits, other financial assets and other financial liabilities subsequently measured at amortised cost is not
significant in each of the years presented. For all other amortised cost instruments, carrying value represents the best
estimate of fair value. For financial assets measured at fair values, the carrying amounts are equal to the fair values.
Investment in subsidiaries are measured at cost less impairment, if any.
Note 35
Financial risk management
(All amounts are in ? Lakhs, unless otherwise stated)
The Company is exposed to various financial risks. These risks are categorized into market risk, credit risk and liquidity
risk. The Company's risk management is coordinated by the Board of Directors and focuses on securing long term and
short term cash flows. The Company does not engage in trading of financial assets for speculative purposes.
(a) 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: interest rate risk, currency risk and other price risk, such as
equity price risk and commodity risk. Financial instruments affected by market risk include borrowings and derivative
financial instruments.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument 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 different currency from
the Company's functional currency). The Company operates in Dubai through its branch and is exposed to foreign
currency rate risk through operating activities.
(c) 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. Credit risk arises principally from the Company's receivables from deposits with
landlords and other statutory deposits with regulatory agencies and also arises from cash held with banks and
financial institutions. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The
objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit
quality of the counterparties, taking into account their financial position, past experience and other factors.
The Company limits its exposure to credit risk of cash held with banks by dealing with highly rated banks and
institutions and retaining sufficient balances in bank accounts required to meet a month's operational costs. The
Management reviews the bank accounts on regular basis and fund drawdowns are planned to ensure that there is
minimal surplus cash in bank accounts. The Company does a proper financial and credibility check on the landlords
before taking any property on lease and hasn't had a single instance of non-refund of security deposit on vacating
the leased property. The Company also in some cases ensure that the notice period rentals are adjusted against
the security deposits and only differential, if any, is paid out thereby further mitigating the non-realization risk. The
Company does not foresee any credit risks on deposits with regulatory authorities.
Trade receivables
The customer's credit risk is managed by the Company's established policy, procedures and control relating to
customer credit risk management.
Credit quality of a customer is assessed based on the individual credit limits are defined in accordance with the
assessment and outstanding customer receivables are regularly monitored.
The Company establishes an allowance for impairment that represents its estimate of expected losses in respect
of trade and other receivables. The maximum exposure to credit risk as at reporting date is primarily from trade
receivables amounting to ? 25,717.80 (March 31, 2024: ?26,341.17). The movement in allowance for impairment in respect
of trade and other receivables during the year was as follows:
Note 36
Capital Management
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going
concern in order to provide returns for shareholders and benefits for stakeholders and to maintain an optimal capital
structure to reduce the cost of capital. Hence, the Company may adjust any dividend payments, return capital to
shareholders or issue new shares or sell assets to reduce debt. Total capital is the equity as shown in the statement of
financial position. Currently, the Company primarily monitors its capital structure on the basis of the following gearing
ratio. Management is continuously evolving strategies to optimize the returns and reduce the risks. It includes plans to
optimize the financial leverage of the Company.
Employee benefits
The Company has a defined benefit gratuity plan and governed by the Payment of Gratuity Act, 1972. Every employee
who has completed five years or more of service is entitled to a gratuity on departure at 15 days salary for each
completed year of service. The scheme is funded through a policy with Life Insurance Corporation of India. The
following table summarise net benefit expense recognized in the statement of Profit and Loss, the status of funding
and the amount recognised in the balance sheet for the gratuity plan. .
Composition of plan assets
Plan assets comprise of 100% insurer managed funds. Fund is managed by Life Insurance Corporation as per Insurance
Regulatory and Development Authority of India guidelines, category wise composition of plan assets is not available.
Note 39
Dividend
During previous year on April 25, 2024 the Board of Directors have proposed final dividend of ?6 per equity share
amounting to ?8,067.59 Lakhs and the same is approved by shareholders at the Annual General Meeting ('AGM') held
on July 25, 2024 and the same was not recognised as liability as at March 31, 2024.
Interim dividend:
The Board of Directors of the Company in their meeting held on January 21, 2025 paid an interim dividend of ?6 and
meeting held on April 24, 2025 have declared and ?6 per equity share respectively amounting to ? 16,154.08 Lakhs.
B. TPL Stock Options Scheme 2024
Tanla Platforms Limited has created 'TPL ESOP Trust' pursuant to the applicable provisions of the Indian Trust Act, 1882,
the Securities and Exchange Board of India (Share Based Employee Benefits & Sweat Equity) Regulations, 2021 ("SBEB
Regulations"), applicable provisions of the Companies Act, 2013 and the Rules made thereunder. This trust was created
as on April 25, 2024 and registered in Sub Registrar on May 30, 2024, with the objective to implement 'TPL Stock
Options Scheme 2024' ("ESOP 2024" or "Scheme") through a trust route.
The primary objectives of the Scheme are to reward the Employees for their association, dedication and contribution
to the goals of the Company. The Company intends to use this Scheme to attract and retain the key talents by way
of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability.
The Company views performance linked stock option scheme as a long-term incentive tool that would assist in
aligning Employees interest with that of the shareholders while limiting the dilution in the shareholding and enable the
Employees not only to become co-owners, but also to create wealth out of such ownership in future.
Note:
(a) Guarantees outstanding
Total Guarantees outstanding as of March 31, 2025 amounting to ?16,971 (March 31, 2024: ?16,959) have been issued by banks on behalf of the
Company, includes ?15,900 (March 31, 2024: ?15,900) towards bank guarantees on behalf of subsidiary. These guarantees have been given to telcos/
banks/public sector undertakings towards performance guarantee of the Company & its subsidiary.
b) Demand of service tax under ITSS and DSC service
The Company received service tax orders from the Department of Customs, Central Excise and Service tax for the financial years 2007-08 to 2009¬
10 demanding ?900.30 on account of taxable service on import of information technology and software services including interest and penalty
amounting to ?745.92. Against this demand, the Commissioner of Central Tax vide order no. HYD-EXCUS-004-COM-010 2020-21 dated 25-03-2021
has dropped demand of ?557.08 as the demand is eligible to take cenvat credit as per Cenvat Credit Rules, 2004. The order has confirmed a final
demand of ?193.69. Based on the strength of the case, management does not expect the same to have materially adverse effect on its financial
position, as it believes the likelihood of any loss is not probable.
c) Denial of cenvat credit on various input services
The department conducted audit during the year financial year 2011 and raised a demand for ?121.78 and ?14.94 along with interest and penalty
under Section 78 of the Finance Act, 1994. The Company preferred an appeal to the Commissioner against the order of the department. The
Commissioner allowed the CENVAT credit to the extent of ?121.78. Aggrieved by the order, the department has filed an appeal with CESTAT seeking
denial of cenvat credit of ?121.78, while the Company filed further appeal before CESTAT for the allowance remaining of balance cenvat credit of
?14.94. The legal consultants advised that the Company has a strong case to be allowed the Cenvat credit of ?121.78 (Department appeal). Hence,
no provision is considered necessary for interest and penalty of ?14.94.
c) Denial of input tax credit by GST authorities
The GST Authorities have issued a Show Cause Notice u/s 73 of the CGST Act, 2017 for FY 2018-19 alleging with respect to excess availment of input
tax credit in GSTR 3B as compared with GSTR-2A. The Company has responded by relying on various judicial pronouncements which are applicable
to the matter under consideration and mentioned the fact that the ITC is availed as per section 16 of the CGST Act, 2017.
While the Madras High Court in case of in case of D.Y. Beathel Enterprises Vs State Tax Officer (Data Cell) (Madras High Court) Appeal Number:
W.P.(MD) Nos. 2127 of 2021 has provided a favourable judgement with respect of taxpayers, the GST department of State of Tamil Nadu has
challenged this before the Supreme Court for which final order has not been passed. The Company is confident that it will not result in financial
impact.
Demand was raised to the extent of ?154 and ?1.06 was paid and for the balance amount of ?153, aggrieved by the order passed by the Jurisdiction
officer the Company have filled the writ petition in the High court of Telangana and during FY 2024-25 and interim stay order was received.
Break up of Demand is as follows:
IGST:139 Penalty:13.9
Note 47
Earnings Per Share (EPS)
Basic earnings per share is calculated by dividing the profit/(loss) for the year attributable to equity holders by the
weighted average number of equity shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit/(loss) attributable to equity holders by the weighted
average number of equity shares outstanding during the year plus the weighted average number of equity shares that
would be issued on conversion of all the dilutive potential equity shares into equity shares.
Note 48
The Company has used an accounting software for maintaining its books of account (managed and maintained by
a third-party software service provider) which has a feature of recording audit trail (edit log) facility. However in the
absence of coverage of audit trail in the system and organisation controls (SOC) report, the fact on whether the same
is enable at application or database level, cannot be established. However, the SOC report does not cover the fact
whether the audit trail is enabled.
Other Statutory information
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 under the Benami Transactions (Prohibitions) Act, 1988 and the rules
made thereunder."
ii. The Company does not have any transactions with companies struck off under section 248 of the Act.
iii. The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period.
iv. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v. The Company has not been declared as a willful defaulter by any bank or financial institution or government or any
government authority.
vi. The Company has not advanced or loaned or invested funds to any other person or entity, 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 has not received any fund from any person or entity, 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 Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
viii. The Company does not have 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).
ix. The Company has been sanctioned working capital limits from Banks on the basis of security of current assets.
Quarterly returns / statements are filed with such Banks are in agreement with the books of accounts.
Note 51
Previous year figures have been regrouped/reclassified wherever necessary to correspond with current year's
classification/disclosures.
As per our report of even date attached
For M S K A & Associates For and on behalf of the Board of Directors of
Chartered Accountants Tanla Platforms Limited
Firm Registration No. 105047W CIN: L72200TG1995PLC021262
Mukesh Kumar Pugalia D. Uday Kumar Reddy Abhishek Kumar Jain Seshanuradha Chava
Partner Founder Chairman & CEO Chief Financial Officer General Counsel and
Membership No. 221387 DIN : 00003382 Company Secretary
Membership No. A15519
Place: Gurugram
Date: April 24, 2025
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