j. Provisions General
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
k. Retirement and other 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. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.
In accordance with Indian law, the Company provides for gratuity, a defined benefit retirement plan (the “Gratuity Plan”) covering all employees. The Gratuity Plan provides a lump sum payment to vested employees on retirement or on termination of employment for an amount based on the respective employee’s salary and the years of employment with the Company.
The cost of providing benefits under the defined benefit plan is determined using the projected unit credit method based on an actuarial valuation performed by an independent actuary.
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), 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. Remeasurements are not reclassified to profit or loss in subsequent periods and the return on plan assets (excluding amounts included in net interest on net defined benefit liability).
Past service costs are recognised in profit or loss on the earlier of:
- The date of the plan amendment or curtailment, and
- The date that the Company recognises related restructuring costs.
Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The Company recognises the following changes in the net defined benefit obligation as an expense in the consolidated statement of profit and loss:
- Service costs comprising current service costs, past-service costs, gains 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 12 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 reporting date. The Company recognizes expected cost of 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. Actuarial gains/losses are immediately taken to the statement of profit and loss and are not deferred.
The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer the settlement for at least twelve months after the reporting date.
l. Share-based payments
Employees (including senior executives) of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Certain employees of the Company are entitled to shares of AceVector Limited , the holding Company, upon the exercise of stock options which are granted under the stock incentive plan. The cost related to such grants is raised as a charge by AceVector Limited on the Company, while the corresponding credit is recorded as contribution to equity from parent. The Holding Company will be responsible for settelment and the Company do not have any responsibility for settlement of Employee Stock Option Scheme 2019 given by Holding Company. Therefore, the ESOP’s has been classified as an equity settled share- based payment. The grant date fair value of ESOP’s related to employees of the Company are recognised as employee’s expenses, over vesting period while the corresponding credit is recorded as contribution to equity from parent.
Equity Settled Transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
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 statement of profit and loss expense or credit 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.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company’s best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non¬ vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. 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.
m. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (oci), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Companies business model for managing them.With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (e) Revenue recognition.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are ‘solely payments of principal and interest (SPPl)’ on the principal amount outstanding. This assessment is referred to as the SPPl test and is performed at an instrument level. Financial assets with cash flows that are not SPPl are classified and measured at fair value through profit or loss, irrespective of the business model. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.
The Companies business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Company commits to purchase or sell the asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
- Financial assets at amortised cost
(debt instruments)
- Financial assets at fair value through other
comprehensive income (FVTOCl) with
recycling of cumulative gains and losses (debt instruments)
- Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
- Financial assets at fair value
through profit or loss
Financial assets at amortised cost (debt instruments)
A financial asset is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) 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. 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 in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. The Company’s financial assets at amortised cost includes trade receivables included under other current financial assets. For more information on receivables, refer to Note 10.
Financial assets at fair value through profit or loss
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL. Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the statement of profit and loss.
In addition, the Company may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’). The Company has not designated any debt instrument as at FVTPL.
Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when:
- The rights to receive cash flows from the asset have expired, or
- The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass¬ through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
Further disclosures relating to impairment of financial assets are also provided in the following notes:
• Disclosures for significant
assumptions - see Note 36
• Trade receivables and contract assets - see Note 10
The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible
within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
For trade receivables and contract assets, the Company applies a simplified approach in calculating ECLs. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Company has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.
The Company considers a financial asset in default when contractual payments are 180 days past due. However, in certain cases, the Company may also consider a financial asset to be in default when internal or external information indicates that the Company is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Company. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. The companay does not have any purchased or orginiated credit-impaired (POCI) financial assets, i.e. financial assets which are credit impaired on purchase/origination.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.
The Company’s financial liabilities include trade and other payables.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost (loans and borrowings)
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated 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.
Compulsory Convertible Preference Shares (ccps)
The Company had raised capital by issuing Compulsory Convertible Preference Shares (CCPS) through Series A to Series B. As per the terms of CCPS, the Company does not have any buyback obligation/contractual obligation to pay/repurchase CCPS/equity Shares in any circumstances. The conversion options in CCPS satisfies fixed-to-fixed criterion under IND AS- 32 and therfore classified as equity.
n. Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and 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. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company’s cash management.
o. Goods and Services Tax (GST) paid on acquisition of assets or on incurring expenses
Goods and Services Tax (GST) paid on acquisition of assets or on incurring expenses and assets are recognised net of the amount of GST/ value added taxes paid, except:
- When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable
- When receivables and payables are stated with the amount of tax included
The net amount of tax recoverable from, or payable to, the taxation authority is included as part of other current/non-current assets/ liabilities in the balance sheet.
p. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of Company (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the period.
Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of 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 period attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
Accounting policy for mandatory convertible instrument is included in FS appropriately as per requirement of Ind AS 33, Para 23: Ordinary shares that will be issued upon the conversion of a mandatorily convertible instruments are included in the calculation of basic earning per share from the date the contract is entered into.
q. Foreign currencies
The Company’s Standalone financial statements are presented in H, which is also the Company’s functional currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Company at functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Company uses average rate if the average approximates the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
Exchange differences arising on settlement or translation of monetary items are recognised in profit or loss.
2.3 Recent Pronouncements
A. New and amended standards
The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated 31 March 2023 to amend the following Ind AS which are effective for annual periods beginning on or after 1 April 2024. The Company applied for the first-time these amendments.
(i) Ind AS 117 Insurance Contracts
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 guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply.
The amendments have had minimal impact on the Company’s disclosures of accounting policies and no impact on the measurement, recognition or presentation of any items in the Company’s financial statements.
(ii) Amendments to Ind AS 116 Leases - Lease Liability in a Sale and Leaseback
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 amendments had no impact on the Company’s financial statements.
B. Standards issued/notified but not yet effective
There are no standards that are notified and not yet effective as on the date."
13 Share Capital (Contd..)
(a) Terms/ Rights Attached to Equity Shares
The Company has only one class of equity shares having a face value of H1 per share. Each holder of equity shares is entitled to one vote per share.
In the event of liquidation of the Company,the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts.The distribution will be in proportion to the number of equity shares held by the shareholder.
(b) Terms/ Rights attached to Preference Shares Series A
The Series A preference shares shall have a face value of H100/- (Rupees hundred only)
The Series A Compulsorily convertible preference shares (Series A CCPS) confer on the holders a right to receive, in priority to the holders of equity shares in the capital of the Company, a preference dividend equal to 0.01% (the “preference dividend”) per financial year. The right to receive the preference dividend is cumulative. The preference dividend shall become due and payable to the holder of a Series A CCPS from the date of shareholders’ meeting of the Company in which the preference dividend has been declared but in no event later than 30th September of each financial year. The Series A CCPS are entitled to receive pro-rata in any dividends paid on the equity shares on an “as if converted” basis. Series A CCPS have the same rights as the rights of a holder of equity shares on all matters. Series A CCPS, upon the occurrence of liquidation event or winding up, will be entitled to receive in preference to the other holders of equity shares or of other securities in the Company, the capital and preference dividend that has been earned or accrued. Each of the Series A CCPS would convert into one equity share of the Company at a conversion price determined in accordance with Article 12 of the Articles of Association. Article 12 states ""The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith"".
These CCPS are convertible into equity shares at the option of the holder till December 17, 2031. These CCPS shall be automatically converted into equity shares on December 18, 2031. Further, if mandated by applicable law, Series A Preference shares shall automatically convert to equity shares prior to listing of the Company's shares on any stock exchange.
Pursuant to the Board Resolution and Shareholders’ resolution, each dated October 27, 2023, sub-divided equity shares having face value of H10 each into 10 Equity Shares having face value of Re 1 each. Further, our Company has pursuant to the Board and Shareholders’ resolutions, both dated October 27, 2023 approved the issuance of 5,81,80,800 bonus Equity Shares (“Bonus Equity Shares”) at a ratio of 255 Equity Shares for one Equity Share held by our Shareholders.Further, pursuant to the sub-division and the bonus issuance, appropriate adjustments to the conversion ratio of outstanding Preference Shares have been made and the conversion ratio accordingly stands adjusted to 2,560:1, i.e., 2,560 Equity Shares for every Preference Share held by such Preference Share holder.
Series B
The Series B preference shares shall have a face value of H100/- (Rupees hundred only)
The Series B Compulsorily convertible preference shares (Series A CCPS) confer on the holders a right to receive, in priority to the holders of equity shares in the capital of the Company, a preference dividend equal to 0.01% (the “preference dividend”) per financial year. The right to receive the preference dividend is cumulative. The Series B preference dividend shall become due and payable to the holder of a Series B CCPS from the date of shareholders’ meeting of the Company in which the preference dividend has been declared but in no event later than 30th September of each financial year. The Series B CCPS are entitled to receive pro-rata in any dividends
paid on the equity shares on an “as if converted” basis. Series B CCPS have the same rights as the rights of a holder of equity shares on all matters. Series B CCPS, upon the occurrence of liquidation event or winding up, will be entitled to receive in preference to the other holders of equity shares or of other securities in the Company, the capital and preference dividend that has been earned or accrued. Each of the Series B CCPS would convert into one equity share of the Company at a conversion price determined in accordance with Article 13 of the Articles of Association. These CCPS are convertible into equity shares at the option of the holder till April 09, 2035. These CCPS shall be automatically converted into equity shares on April 10, 2035. Further, if mandated by applicable law, Series B Preference shares shall automatically convert to equity shares prior to listing of the Company's shares on any stock exchange.
Pursuant to the Board Resolution and Shareholders’ resolution, each dated October 27, 2023, sub-divided equity shares having face value of H10 each into 10 Equity Shares having face value of Re 1 each. Further, our Company has pursuant to the Board and Shareholders’ resolutions, both dated October 27, 2023 approved the issuance of 5,81,80,800 bonus Equity Shares (“Bonus Equity Shares”) at a ratio of 255 Equity Shares for one Equity Share held by our Shareholders.Further, pursuant to the sub-division and the bonus issuance, appropriate adjustments to the conversion ratio of outstanding Preference Shares have been made and the conversion ratio accordingly stands adjusted to 2,560:1, i.e., 2,560 Equity Shares for every Preference Share held by such Preference Share holder.
b) Issuance and allotment of bonus shares to its equity shareholders in the ratio of 1:255 equity shares of face value of H1 for every equity share of face value of H1, and authorised the Board of Directors to make appropriate adjustments with respect to such issue of bonus shares to the outstanding options granted to the employees of our Company under the ESOP 2019, and accordingly, the all the outstanding options are adjusted subsequent to the reporting date.
ii) Pursuant to the share purchase agreement and shareholders agreement dated December 19, 2023, our Holding Company, AceVector Limited has sold 11,464,384 Equity Shares (post considering impact of split of shares & issue of bonus shares) and other shareholder SB Investment Holdings (uk) Limited [SIHL] has sold 1,492 Series A CCPS held in the Company to the new incoming investors (“Financial Investors”)
iii) Pursuant to the sub-division and the bonus issuance of Equity shares in the board meeting held on July 06, 2024, appropriate adjustments to the conversion ratio of outstanding preference shares have been made and the conversion ratio accordingly stands adjusted to 2,560:1, i.e., 2,560 equity shares for every compulsory convertible cumulative preference share held by the compulsory convertible cumulative preference shareholder.
(f) Shares reserve for issue under options
The Company has reserved issuance of 53,740 (March 31, 2024: 53,740) options of Re 1 each for offering to Eligible Employees of the Company under Employees Stock Option Scheme (ESOS). During the year the Company has granted 650 options (March 31, 2024: 4,250 options). Cumulative number of equity shares oustanding under Employee Stock Option Scheme (ESOS) are 37,717 (March 31, 2024 : 45,970).
For details of shares reserved for issue under the Share based payment plan of the Company, please refer note 32.
31. Fair value hierarchy
The following table provides the fair value measurement hierarchy of the Company's assets and liabilities.
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).
Note : No assets or liabilities are measured under Level 2 and Level 3 for the year ended March 31, 2025 and March 31, 2024 and hence disclosure not given.
32 Employee stock option plan
The Company has following share based payment schemes for its employees. The relevant details of schemes and grants made there under are as follows:
ESOP Scheme of the Company :
The shareholders of the Company, in their general meeting held on March 29, 2019 have approved this ESOS 2019. As per the resolution 595 options in addition to the 3,784 options out of the 2014 ESOP Pool, that have not been granted as of the Effective Date and additionally those options shall form part of Options available for this ESOS 2019 (“2019 ESOP Pool”) and accordingly shall no longer be available for grant under ESOP 2014. Hence, the shareholders of the Company, in their extraordinary general meeting held on March 29, 2019 approved the grant of ESOP exercisable into not more than 4,320 nos equity shares of H10 each to the employees of the Company and granted the authority of designing, implementing and administering such a scheme to the Board.
Further, as per the special resolution passed by the shareholders of the Company at their extraordinary general meeting held on December 13, 2022 the total number of Options available under 2019 ESOP Pool will be 5,374 (“ESOP Pool 2019”), the overall ESOP Pool approved by the Board and the Shareholders of the Company will accordingly be increased to 5,374 Options in aggregate.
As per the terms, all the option holders are entitled to exercise their vested options in case of resignation / retirement within 3 months from the last working day with the company and unvested options shall stand cancelled with effect from date of resignation / retirement. In case of permanent incapacity / death vested options can be exercised by the option grantee or his nominee within 12 months from the date of termination or death and unvested options shall stand cancelled with effect from date of such termination / death.
32 Employee stock option plan (Contd..)
i) The shareholders of the Company, vide its extraordinary general meeting on October 27, 2023 approved :
a) Sub-divide 1 equity share of face value of H10 each fully paid up into 1 equity share of Re 1 each fully paid up, resulting to 10 equity shares of Re 1 each fully paid up.
b) Issuance and allotment of bonus shares to its equity shareholders in the ratio of 1:255 equity shares of face value of Re 1 for every equity share of face value of Re 1, and authorised the Board of Directors to make appropriate adjustments with respect to such issue of bonus shares to the outstanding options granted to the employees of our Company under the ESOP 2019, and accordingly, the all the outstanding options are adjusted subsequent to the reporting date.
Accordingly, all the outstanding options are adjusted to take impact of shares split. However, the impact of bonus issue will be considered only once the option holder excercises its right. Similarly, previous year numbers are adjusted for impact of shares split.
The weighted average remaining contractual life for the stock options outstanding as at March 31, 2025 is 4.52 years (March 31, 2024: 5.50 years). The weighted average share price at the date of exercise for stock options exercised during the year was H42,146 per option (March 31, 2024: H16,748). The range of exercise prices for options outstanding at the end of the year was Re 1 for all years.
The weighted average fair value of options granted during the year was H41,956 per option (March 31, 2024: H11,555 per option)
The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The Company has chosen to use a near zero volatility, in the absence of any history, over volatility of listed comparable companies.
* After considering impact of share split but before considering the impact of bonus shares approved in the extra ordinary general meeting of the company held on October 27, 2023.
ESOP Scheme of Holding Company :
"The shareholders of the Holding Company AceVector Limited, in their general meeting held on February 7, 2011 approved the grant of ESOP exercisable into not more than 3,223 nos equity shares of H10 each to the employees of Unicommerce eSolutions Limited (Formerly known as Unicommerce eSolutions Private Limited) and granted the authority of designing, implementing and administering such a scheme to the Board.
The Board in its meeting held on February 7, 2011 had resolved to issue to employees under ESOP 2011, employee stock options exercisable into not more than 3,223 nos. equity shares of H10 each, with each such option conferring a right upon the employee to apply for one equity share of the Holding company, in accordance with the terms and conditions of such issue. The Holding company with the unanimous consent of all the shareholders, modified such ESOP scheme on March 15, 2013, August 12, 2014, among other things, to increase the number of shares of equity shares reserved for issuance under the Plan to 4,108 nos, 5,528 nos and 9,209 nos, respectively. Later on in February 09, 2015 with the unanimous consent of all the shareholders, such ESOP scheme was further modified, and in lieu of such modification increased the number of equity shares reserved for issuance under the Plan to 11,189 nos. equivalent to 111,890 nos post considering the impact of share spilt.
As per the modified terms, all the option holders are entitled to exercise their vested options in case of resignation / retirement / permanent incapacity / death and unvested options in case of permanent incapacity / death within a year of 10 years from the date of last working by self / nominee / legal heir, which earlier was 6 months from the date of last working. Further the vesting year was also modified. On October 6, 2015, ESOP Scheme was further modified in order to restate the definition of the Investor Director and delegate the power to and authorize the Chief Executive Officer for administration of ESOP Scheme 2011 and also to empower and delegate the authority to Chief Executive Officer to further delegate his power to administer ESOP 2011 to a senior competent employee of the Holding company. Further, the ESOP 2011 is established with effect from February 7, 2011 and shall continue to be in force until (i) its
termination by the Board or the duly constituted Nomination and Remuneration Committee or (ii) the date on which all of the options available for issuance under the ESOP 2011 have been issued and exercised. Pursuant to the notification of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 dated 13th August 2021 (“SEBI (SBEB and SE) Regulations”), the Plan was further amended with the approval of shareholders at their meeting held on November 30, 2021.
ESOP 2016 Scheme
On August 24, 2016, ESOP 2016 Scheme was introduced whereby total number of options reserved for issuance under both the plans combined together shall be restricted to 1,11,890 (23,230 no of options for ESOP 2016 Scheme), other conditions remaining the same. Later on March 10, 2017 with the unanimous consent of all the shareholders, such ESOP scheme was further modified, and in lieu of such modification increased the number of employee stock options that may be granted under the ESOS 2016, from 23,230 to 29,916 stock options exercisable into Equity Shares of the Holding company of H1/- each through transfer of 6,686 stock options cancelled under ESOP 2011. Further the vesting year was also modified for ESOP 2016 whereas the option holders are entitled to exercise their vested options in case of resignation / retirement / permanent incapacity / death and unvested options in case of permanent incapacity / death within a year of 3 months from the date of last working.
The Holding company with unanimous consent of all shareholders on February 25, 2019, increased Employee stock options from 111,890 to 198,890 that may granted under ESOP Scheme 2016 by addition of 87,000 options exercisable into equity shares of the Holding company of Re 1 each/-.
The holding company in the shareholders meeting increased the pool from 1,98,890 to 5,00,000 option. Further, the ESOP 2016 was amended with the approval of shareholders at their meeting held on November 30, 2021. The Plan is compliant with the Companies Act, 2013 Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 dated 13th August, 2021 (“SEBI (SBEB and SE) Regulations”), whereas the option holders are entitled to exercise their vested options in case of resignation / retirement within a year of one (1) year from the date of last working day of the employment and in case of termination due to the permanent incapacity & death within five (5) years. However such modification did not have any impact on the fair value of the options or is not otherwise beneficial to the employee.
Further, the Holding company, vide its extraordinary general meeting on November 30, 2021, approved the issuance and allotment of bonus shares to its equity shareholders in the ratio of 159 equity shares of face value of H for every equity share of face value of H1, and authorised the Board of Directors to make appropriate adjustments with respect to such issue of bonus shares to the outstanding options granted to the employees of our Holding company under the ESOP 2011, ESOP 2012 and ESOP 2016. Accordingly, the all the outstanding options are adjusted subsequent to the reporting date.
The weighted average remaining contractual life for the stock options outstanding as at March 31, 2025 is 1.88 years (March 31, 2024 :2.88 years)
The range of exercise price for options outstanding at the end of the year was H1 to H3,500 (March 31, 2024 : 1 to H3,500). No employee stock options were granted by the Holding Company to the employees of the Company during the year ended March 31, 2025 and March 31, 2024.
33. Financial risk management objectives and policies
The Company financial liabilities comprises of lease liabilities, trade and other payables, and other financial liabilities. The purpose of these financial liabilities is to finance & support its operations. The Company’s principal financial assets include trade and other receivables, investments, and cash and cash equivalents that derive directly from its operations. Further the Company also holds FVTPL investments.
The Company is exposed to market risk, credit risk and liquidity risk. The Company’s management is supported by a financial advisory committee that advises on financial risks and the appropriate financial risk governance framework. The management assures 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 policies for managing each of these risks, which are summarised below.
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, deposits, FVTPL investments and derivative financial instruments.
The sensitivity analysis in the following sections relate to the position as at March 31, 2025 and March 31, 2024.
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-financial assets and liabilities of foreign operations. The analysis for the contingent consideration liability is provided in Note 29.
The following assumptions have been made in calculating the sensitivity analysis:
The sensitivity of the relevant profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at March 31, 2025 and March 31, 2024.
33. Financial risk management objectives and policies (Contd..)
i) 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. As majority of the financial assets and liabilities of the Company are either non interest bearing or fixed interest bearing instruments, the Company’s net exposure to interest risk is negligible.
ii) 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).
The Company current does not hedge any receivable or payable in foreign currency.
Foreign currency sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD & SGD exchange rates, with all other variables held constant. The impact on the Company’s loss before tax is due to changes in the fair value of monetary assets and liabilities.The Company’s exposure to foreign currency changes for all other currencies is not material.
iii) Equity price risk
The Company's non-listed equity securities are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Company manages the equity price risk through diversification and by placing limits on individual and total equity instruments. The Company’s Board of Directors reviews and approves all equity investment decisions.
At the reporting date, the exposure to unlisted equity securities at fair value was H684.09.
33. Financial risk management objectives and policies (Contd..)
b) 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 activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. The Company only deals with parties which has good credit rating/worthness given by external rating agencies or based on groups internal assessment.
Trade receivables and contract asset
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses.
The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 30. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.
Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company’s Board of Directors on an annual basis. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.
The Company's maximum exposure to credit risk for the components of the balance sheet at March 31, 2025 and March 31, 2024 is the carrying amounts as mentioned in Note 10. The Company's maximum exposure relating to financial guarantees and financial derivative instruments is noted in note 30 and the liquidity table below.
The preparation of the Company’s 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.
Othe disclosures relating to the Company's exposoure to risk and uncertainities includes
• Capital management Note 34
• Financial risk management objectives and policies Note 33
• Sensitivity analyses disclosures Note 33 Judgements/Significant assumptions
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.
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 has 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.
a) Share-based payments
Employees of the Company receive remuneration in the form of share based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions). In accordance with the Ind AS 102 Share Based Payments, the cost of equity-settled transactions is measured using the fair value method. The cumulative expense recognized 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 best estimate of the number of equity instruments that will ultimately vest. The expense or credit recognized in the statement of profit and loss for a year represents the movement in cumulative expense recognized as at the beginning of the year and end of that year and is recognized in employee benefits expense. These assumptions and mode issued for estimates fair value for share based payment transactions are disclosed in Note 32.
b) Estimation of defined benefits and compensated leave of absence
The present value of the gratuity and compensated absences 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. The Company's interest rates of 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 and compensated absences obligations are given in note 15.
c) Impairment allowances for bad and doubtful advances
The Company has a policy of creating provision for expected credit loss of trade receivables and contract assets for the amount outstading for more than 180 days based on its past experience. The Company has created a
provison in books of accounts based on the policy, however the Company may record additional charge/benefit in profit and loss account due to the error in the judgement. The information about the ECL on company's trade receivable is dislcosed in note no. 10.
d) Income taxes
The Company is subject to income tax laws as applicable in India. Significant judgment is required in determining provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax provisions in the period in which such determination is made.
e) Deferred taxes
In assessing the realisability of deferred tax assets, management considers whether it is probable, that some portion, or all, of the deferred tax assets will not be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the projected future taxable income and tax planning strategies in making this assessment.
f) Leases
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 judgement. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.
The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease.
The Company cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (ibr) to measure lease liabilities. The IBR is the rate of interest that the Company would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.
g) Intangible asset under development
The Company capitalises intangible asset under development for a 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. At March 31, 2025, the carrying amount of intangible asset under development was H19.20 (March 31, 2024: Nil).
h) Control evaluation of subsidiary
The Company has established control over subsidiary through contractual arrangement such as right to appoint key management, right to make decisions about significant activites, control over Board of Directors and decision making bodies.
a The Company has incurred H303.60 million (including Goods and Service Tax) for the Initial Public Offering (IPO) which is recoverable from the selling shareholders AceVector Limited and SB Investment Holdings (UK) Limited. Out of which total IPO proceeds, the company has billed H256.61 million (including GST) to the shareholders, HI0.10 million is directly paid by one of the selling shareholder, AceVector Limited, and the balance yet to be billed.
* The remuneration to the key management personnel are on accrual basis and does not include the provisions made for gratuity and carry forward leave benefits payable, as they are determined on an actuarial basis for the Company as a whole.
** Share-based payment expense is recorded on accrual basis from the grant date and 2,662 option has been exercised till March 31, 2025.
*** this pertains to bonus accrued and payable to key management personnel.
Terms and conditions of transactions with related parties
The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances if any, at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2025 the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2024: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
39. Related Party disclosures (Contd..)
(a) The Company was cross charged for the professional services availed from Holding Company.
(b) The Company was cross charged on account of business promotion expense from Holding Company.
(c) The Company was cross charged on account of cloud services from Holding Company.
(d) The Company entrered into a sub lease agreement with Holding Company on March 11, 2025 for commercial office space.
(e) The Company was cross charged on account of recruitment expense from Holding Company.
(f) The Holding Company has incurred cost towards Initial Public Offering work on account of listing of equity shares of the Company.
(g) Provision for gratuity and leave encashment for transferred employee.
(h) During the year ended March 31, 2025, Company has given security deposit of H32.85 million, out of which H30.00 million have been received back. This was on account account of finalizing an office space for the Company.
(i) During the year ended March 31, 2024, the Company has given the term loan amounting to H500.02 million to the Holding Company which was fully repaid in the same year along with the interest.
(j) The amount invoiced by Company to the Holding Company for providing customer address autofill services through an API integration.
(k) Fellow subsidiary has used the services of Uniware, an inventory management system, for its warehouse operations during the year.
(l) Transfer of Intangible asset under development to the subsidiary company regarding new integrated solutions for automating payment and returns reconciliation, as well as optimizing supply chain solutions, order tracking, returns, and exchanges for customers.
(m) Compensation paid to KMPs for their services as per their employment contracts.
(n) Cost recognized by the Company for providing stock options to KMPs.
(o) The amount received towards the exercise of stock options and subsequently refunded back.
(p) Payment made to Company's Independent directors for attending board and committee meetings held from time to time.
43. The Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility except that In respect of:
(i) The audit trail has not enabled at the database level (i.e. MySQL) to log any direct changes made by the system inputs for the period April 01, 2024 to July 11, 2024.
(ii) Accounting software for payroll processing, operated by a third party software service provider, as the independent auditors service organisation controls 1 type 2 report does not covers the requirement of audit trail.
Additionally, the audit trail of prior 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 respective years.
44. 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 Benami transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company do not have any transactions with companies struck off, except disclosed in note 42,
(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 has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) 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
44. Other statutory information (Contd..)
(vi) 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 Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company has not any 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 been declared wilful defaulter by any bank or financial Institution or other lender.
(ix) The Company has complied with the number of layers of companies prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
As per our report of even date attached
For and on behalf of board of directors of
For S.R. Batliboi & Associates LLP Unicommerce eSolutions Limited (Formerly known as
Chartered Accountants Unicommerce eSolutions Private Limited)
ICAI Firm Registration No.: 101049W/E300004 CIN: L74140DL2012PLC230932
per Yogesh Midha Kapil Makhija Bharat Venishetti
Partner Managing Director & CEO Director
Membership Number: 094941 (DIN: 07916109) (DIN- 08317416)
Place of signature : New Delhi Place of Signature: Gurugram Place of Signature: Gurugram
Date : May 05, 2025 Date : May 05, 2025 Date : May 05, 2025
Anil Kumar Anurag Mittal
Company Secretary Chief Financial Officer
(FCS - F8023) (PAN No- ALRPM8047M)
Place of Signature: Gurugram Place of Signature: Gurugram Date : May 05, 2025 Date : May 05, 2025
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