Notes to Accounts of AvenuesAI Ltd.

Mar 31, 2025

4.20. Provisions

or all of a provision to be reimbursed, 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 or 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.

Contingencies

Provision in respect of contingencies relating
to claims, litigation, assessment, fines,
penalties etc. are recognised when it is
probable that a liability has been incurred and
the amount can be estimated reliably.

Contingent liabilities and contingent assets:

be estimated reliably. Contingent liabilities
do not warrant provisions, but are disclosed
unless the possibility of outflow of resources
is remote. Contingent assets are neither
recognised nor disclosed in the financial
statements. However, contingent assets
are assessed continually and if it is virtually
certain that an inflow of economic benefits
will arise, the asset and related income are
recognised in the period in which the change
occurs.

4.21. Recent pronouncements

Ministry of Corporate Affairs ("MCA") notifies
new standards or amendments to the
existing standards under Companies (Indian
Accounting Standards) Rules as issued from
time to time. For the year ended March 31,
2025, MCA has notified Ind AS - 117 Insurance
Contracts and amendments to Ind AS 116
- Leases, relating to sale and leaseback
transactions, relevant to the Company w.e.f.
April 1, 2024. The Company has reviewed
the new pronouncements and based on its
evaluation has determined that it does not
have any significant impact in its financial
statements.

Goodwill arising on Amalgamation

Goodwill represents the value arising on amalgamation of Avenues (India) Private Limited.

Goodwill is tested for impairment on annual basis and whenever there is an indication that the recoverable amount
is less than its carrying amount based on a number of factors including business plan, operating results, future cash
flows and economic conditions. The recoverable amount is determined based on higher of value in use and fair value
less cost to sell.

The Company uses discounted cash flows method to determine the recoverable amount. These discounted cash
flow calculations use five-year projections that are based on financial forecasts with terminal growth rate of 4 %
and discount rate (post-tax) of 15.36%. Cash flow projections take into account past experience and represent
managements''s best estimate about future developments. Management determined budgeted gross margin based
on past performance and its expectations of market development. The calculations performed indicate that there is
no impairment of Goodwill of the company.

10.8. Dividend distribution made and proposed

The final dividend on shares is recorded as a liability on the date of approval by the shareholders. Interim dividends
are recorded as a liability on the date of declaration by the Company''s Board. Income tax consequences of dividends
on financial instruments classified as equity will be recognized according to where the entity originally recognized
those past transactions or events that generated distributable profits.

The Company declares and pays dividends in Indian Rupees. Companies are required to pay / distribute dividend
after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign
exchange and is also subject to withholding tax at applicable rates.

General reserve

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement
of Profit and Loss as also on account of lapse of employee stock options. The Company can use this reserve for
payment of dividend and issue of fully paid-up bonus shares.

Securities premium

Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate
amount of the premium received on those shares shall be transferred to "Securities Premium". The Company may
issue fully paid-up bonus shares to its members out of the Securities Premium and the Company can use this
reserve for buy-back of shares

Employees Stock Options Outstanding

The share based option outstanding account is used to recognise the grant date fair value of options issued to
employees under group''s employee stock option schemes.

Money received against share warrants

The Board of Directors in its meeting held on August 25, 2022 and the Shareholders in their meeting held on
September 23, 2022 approved issue of 9,50,00,000 Fully Covertible Warrants on Preferential Issue basis to Vybe
Ventures LLP (Other than Promoter & Promoter Group) at an issue price of ? 17/- (including premium of ? 16/- each)
per warrant. The said Warrants were allotted during FY 2022-23 upon receipt of ? 403.75 millions (being 25% of
the total consideration) as upfront payment. During the FY 2023-24, the said warrants were converted into equity
shares upon receipt of balance consideration.

Retained earnings

Retained Earnings are profits that the Company has earned till date less dividend or other distribution or transaction
with shareholders.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax
assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied
by the same tax authority.

In assessing the realizability of deferred income tax assets, management considers whether some portion or all
of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is
dependent upon the generation of future taxable income during the periods in which the temporary differences
become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected
future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable
income and projections for future taxable income over the periods in which the deferred income tax assets are
deductible, management believes that the Company will realize the benefits of those deductible differences. The
amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if
estimates of future taxable income during the carry forward period are reduced.

Note 25 : Disclosure pursuant to Employee benefits

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of
qualifying employees towards provident fund and employee state insurance, which is a defined contribution plan.
The Company has no obligations other than to make the specified contributions. The contribution is charged to
the Statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to
provident fund and other funds for the year are as follows:

ii. Market Risk (Interest Rate)

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial
markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease
in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the
corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at
the valuation date.

iii. Liquidity Risk

Employees with high salaries and long durations or those higher in hierarchy,accumulate significant level of
benefits.If some of such employees resign/retire from the company there can be strain on the cashflows.

iv. Actuarial Risk

a. Salary Increase Assumption

Actual Salary increases that are higher than the assumed salary escalation, will result in increase to the
Obligation at a rate that is higher than expected.

b. Attrition/Withdrawal Assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than
expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later
than expected. The impact of this will depend on the demography of the company and the financials
assumptions.

v. Regulatory Risk

Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the
obligation which is not anticipated. Sometimes, the increase is many fold which will impact the financials quite
significantly.

Note 28: Share based payments
Employee stock option (ESOP) scheme (2013-14):

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on
February 17, 2013, read with Special Resolution passed by shareholder of the company at the extra ordinary general
meeting held on March 30, 2013. The plan entitles senior employees to purchase shares in the Company at the
stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in
demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option
at an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.

Employee stock option (ESOP) scheme (2014-15)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on
February 27, 2014, read with Special Resolution passed by shareholder of the company at the extra ordinary general
meeting held on March 31, 2014. The plan entitles senior employees to purchase shares in the Company at the
stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in
demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option
at an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.

Employee Stock Appreciation Rights (SAR)

Pursuant to the resolution passed by the Board of Directors of the Company, at its meeting held on July 13, 2017 and
the special resolution passed by the Members of the Company on August 11, 2017, the Infibeam Stock Appreciation
Rights Scheme 2017 ("SAR Scheme 2017") was approved in accordance with the provisions of SEBI (SBEB)
Regulations, having face value of ? 1.00 each. The Company has created "Infibeam Employees Welfare Fund" ("IEW
Trust") by way of a trust on September 5, 2017 which will be involved in the execution of Infibeam Stock Appreciation
Rights Scheme 2017 (SAR). Barclays Wealth Trustees (India) Private Limited (Barclays) are appointed as trustees
of the same. Each SAR shall confer the right to the eligible employee to receive appreciation (cash settled / equity
settled) with respect to the underlying Equity Share on the entitled shares after it has been exercised in accordance
with terms of the Scheme.

(a) Treasury shares

Upon consolidation, the investment in the Parent Company''s equity shares made by IEW Trust is debited to the
Group''s equity as treasury shares amounting to ? 413.51 million as at March 31, 2025 (previous year: ? 413.51
million).

(b) Dividend Income

The dividend income of the Trust is debited to the Group''s retained earning amounting to ? 0.62 million as at
March 31, 2025 (previous year: ? 0.62 million) (shown as deduction from dividend paid).

(c) Other Non Current Financial Assets and other income

Loan advanced to the Trust is eliminated on consolidation amounting to ? 420.75 million as at March 31, 2025
(previous year: ? 420.75 million) forming a part of current loans.

(d) Interest Expenses

Due to significant difference in the purchase price of the shares accquired and prevailing market price of
the share, the Group foresees inability of the IEW Trust to service its loan obligations and interest payment
temporirly. Accordingly the Group has reduced the interest on loan to zero.

Note 30: Segment reporting

"Based on the "management approach" as defined in Ind AS-108 - ""Operating Segments"" and evaluation by the
Chief Operating Decision Maker, the Company operates in two business segments:

(1) Payment Business includes Payment Gateway business with CC Avenue business brand and payment
infrastructure including CPGS towards banks, and Credit & Lending related business and

(2) E-Commerce Platform Business includes robust software framework and infrastructure designed to support
e-commerce for large enterprises, along with related services such as advertising and infrastructure
rental solutions.

Segment assets and liabilities:

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting
the standalone financial statements of the Company as a whole. Segment assets include all operating assets used
by a segment and principally consists of operating cash, trade receivables, other assets and fixed assets, net of
allowances and provisions which are reported as direct offsets in the balance sheet. While most such assets can
be directly attributed to individual segments, the carrying amount of certain assets used jointly by two segments
is allocated to the segments on a reasonable basis. Segment liabilities include all operating liabilities and consist
principally of trade payables, other liabilities and accrued liabilities. Segment assets and liabilities do not include
those relating to income taxes.

Segment Expense:

Segment expense comprises the expense resulting from the operating activities of a segment that is directly

this operations include management of cash resources, borrowing strategies, and ensuring compliance
with market risk limits and policies.

The Company''s risk management policies are established to identify and analyse the risks faced by the
Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are reviewed regularly to reflect changes in market conditions and
the Company''s activities. The Company, through its training and management standards and procedures,
aims to maintain a disciplined and constructive control environment in which all employees understand
their roles and obligations.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables
from customers and investments in debt securities. The carrying amount of following financial assets
represents the maximum credit exposure.

Financial Instruments and Cash Deposits

The credit risk from balances/deposits with Banks, current investments and other financial assets are
managed in accordance with company''s policy. Investment of surplus funds are primarily made in Liquid/
Short Term Plan of Mutual Funds and in Bank Deposits which carry a high external rating.

Trade receivables

Trade receivables of the company are typically unsecured. Credit risk is managed through credit
approvals and periodic monitoring of the creditworthiness of customers to which company grants credit
terms in the normal course of business. The allowance for impairment of Trade receivables is created to
the extent and as and when required, based upon the expected collectability of accounts receivables.

The above receivables which are past due but not impaired are assessed on individual case to case basis and relate
to a number of independent third party customers from whom there is no recent history of default. These financial
assets were not impaired as there had not been a significant change in credit quality and the amounts were still
considered recoverable based on the nature of the activity of the customer portfolio to which they belong and the
type of customers. There are no other classes of financial assets that are past due but not impaired except for Trade
receivables as at March 31, 2025 and March 31, 2024.

iii. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and
collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times
maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely
monitors its liquidity position and deploys a robust cash management system.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual
undiscounted payments:

(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. Financial instruments affected by market risk include loans and
borrowings, deposits.

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 transacts business in local currency and
in foreign currency, primarily in USD, AED, SAR,OMR. The Company has foreign currency trade payables
and receivables and is, therefore, exposed to foreign exchange risk. The Company does not use any
derivative instruments to hedge its risks associated with foreign currency fluctuations.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD, AED, SAR
and OMR rates to the functional currency of the Company, with all other variables held constant. The
Company''s exposure to foreign currency changes for all other currencies is not material. The impact on
the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities.

Equity price sensitivity analysis

If prices of quoted equity securities had been 5% higher / (lower), the effect on Profit before tax for the
year ended March 31, 2025 and 2024 would increase / (decrease) by ? 18.59 million and ? 12.63 million
respectively.

If prices of quoted equity securities had been 5% higher / (lower), the effect on OCI for the year ended
March 31, 2025 and 2024 would increase / (decrease) by ? Nil and ? 2.92 million respectively.

Note 34 : Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity
reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital
management is to ensure that it maintains an efficient capital structure in order to support its business and maximise
shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions
or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend
payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a
gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest
bearing loans and borrowings less cash and short-term deposits (including other bank balance).

Note 35 : Dues to micro, small and medium suppliers

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008
which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers
the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ''Micro,
Small and Medium Enterprises Development Act, 2006'' (''the MSMED Act'') accordingly, the disclosure in respect of
the amounts payable to such enterprises as at March 31, 2025 and March 31, 2024 has been made in the financial
statements based on information received and available with the Company. Further in view of the Management,
the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to
be material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.

On basis of information and records available with the Company, the above disclosures are made in respect of
amount due to the micro, small and medium enterprises, which have been registered with the relevant competent
authorities. The above information takes into account only those suppliers who have submitted their registration
details or has responded to the inquiries made by the Company for this purpose.

Note 36 : Additional Regulatory Information

A There are no proceedings that have been initiated or pending against the Company for holding any benami
property under the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time)
(earlier Benami Transactions (Prohibition) Act, 1988) and the rules made thereunder.

B The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

C The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act

read with Companies (Restriction on number of Layers) Rules, 2017, and there are no companies beyond the
specified layers.

D Utilisation of Borrowed funds and share premium;

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.

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 (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.

E Undisclosed Income : The Company do not have any transaction 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). Further,
there was no previously unrecorded income and no additional assets were required to be recorded in the
books of account during the year.

F Details of Crypto Currency or Virtual Currency : The Company has neither traded nor invested in Crypto
currency or Virtual Currency during the financial year ended March 31, 2025 & year ended March 31,2024.
Further, the Company has also not received any deposits or advances from any person for the purpose of
trading or investing in Crypto Currency or Virtual Currency.

J Disclosures pursuant to regulation 34 (3) of the Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) regulations, 2015 and section 186 of the Companies Act, 2013.

i) Investment in Non convertible Debentures - Unquoted (note 7(C))

Surplus funds had been invested with corporate (un-related party) during FY 2023-24. It was repayable
within 2 years and carried interest rate of 8.00% p.a. Maximum balance outstanding during the year is Nil
(Previous year : ? 750 million)

ii) Inter-corporate Deposit (note 7)

Surplus funds have been invested with corporate (un-related party). It is repayable upon 1 year or such
other date mutually agreed and carries interest rate of 8.25% p.a. Maximum balance outstanding during
the year is ? 1050 million (Previous year : ? 750 million)

The Company maintains escrow account with ICICI Bank and HDFC Bank. The escrow accounts are operated as
per RBI guidelines pertaining to settlement of payment for electronic payment transactions for payment gateway
business. The balance in the escrow accounts represents money collected from customers on transaction undertaken
and is used for settling of dues to various merchants as per RBI guidelines.

Receivable for settlement of transactions:

The balance in receivable for settlement of transaction represents the amount pending to be received from pooling
bank account and payment gateway for successful online transaction completed by the customer of the merchant
into the escrow accounts. These amounts once collected in escrow account will be utilized for payment to the
merchants.

Payable for settlement of transactions:

The balance in payable for settlement of transaction represents the amount pending to be paid to merchant for
successful online transaction completed by the customer of the merchant. The amount for the escrow accounts
are transferred to the merchant designated bank account as per RBI guidelines, after deducting applicable charges.

Note 38 : The Company''s transactions with associated enterprises are at arm''s length. Management believes that
company''s domestic transactions with associated enterprises post March 31, 2025 continue to be at arm''s length
and that the transfer pricing legislation will not have any impact on the financial statements particularly on the
amount of the tax expense for the year and the amount of the provision for the taxation at the period end.

Digital Payments and Checkout Web Services

It comprises revenue from providing complete, simple and secure online payment gateway and checkout
web services, with a real-time Credit Card, Debit Card, Net Banking, Digital and Mobile Wallet including UPI
Payments, Recharge, Cash Card and Mobile Payment transaction validation process and platforms. This
enables eCommerce websites to sell products and services online, and accept payments in real time.

E-Commerce Related Web Services

These primarily include a comprehensive suite of E-Commerce related web services including technical
analysis and testing of software web services, digital advertising, and infrastructure related services.

ii) Refer note 30 for disaggregation of revenue by geographical segments

iii) The Company believes that this disaggregation best depicts how the nature, amount, timing of its
revenues and cash flows are affected by industry, market and other economic factors.

b) Transaction price allocated to remaining performance obligation

The aggregate value of performance obligations that are completely or partially unsatisfied as of March
31, 2025 is ? 12.69 million (March 31, 2024 is ? 14.82 million*) which is expected to be recognize as
revenue within the next one or more than one year. Remaining performance obligation estimates are
subject to change and are affected by several factors, including changes in the scope of contracts,
periodic revalidations, and adjustments for currency.

The Hon''ble National Company Law Tribunal, Ahmedabad Bench, vide its order dated August 29, 2024, sanctioned the
Composite Scheme of Arrangement amongst Infibeam Avenues Limited (''Infibeam''), Odigma Consultancy Solutions
Limited (''Odigma''),Infibeam Projects Management Private Limited (''IPMPL'') and their respective shareholders and
creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (''Scheme'') leading
to demerger of Global Top Level Domain (GTLD) Undertaking from Infibeam to Odigma and transfer of the Project
Management Undertaking as a going concern on slump sale basis. The Scheme became effective upon filing of
certified copy of the order with the Registrar of Companies (RoC) on September 14, 2024. The Appointed Date for
the Composite Scheme of Arrangement was April 1, 2023 and the Record Date was set as September 11, 2024 for
the purpose of determining the shareholders for issuance of Equity Shares.

Demerger of Global Top Level Domain(gTLD) Undertaking :

In accordance with the provisions of the aforesaid scheme, upon the coming into effect of this Scheme and in
consideration of the transfer and vesting of the Global Top Level Domain(gTLD) Undertaking into Odigma pursuant
to the provisions of this Scheme, Odigma has, without any further act or deed, to issue and allot to each equity
shareholder of lnfibeam, whose name is recorded in the register of members and records of the depositories as
members of Infibeam, on the Record Date in the following ratio:

1 (One) equity share of ? 1/- (Rupee One Only) each of Odigma credited as fully paid-up for every 89 (Eighty Nine)
equity shares of ? 1/- (Rupee One Only) each held by such equity shareholder in Infibeam.Further,as per the Order,
Equity Shares issued to Infibeam Avenues Limited comprising of 43,90,400 shares of ? 1 each stand cancelled.

In accordance with the scheme, the demerger ofgTLD undertaking has been accounted as prescribed by Ind AS 103
"Business Combinations"considering it as an adjusting event.

Accordingly, the accounting treatment has been given as under:

All the assets and liabilities of gTLD undertaking as at 1 April 2023 have been transferred at their book values from
the financial statements of the Company and the net assets value have been adjusted against Capital Reserves and
Retained earnings under Other Equity.

Further, the gTLD Undertaking has been disclosed as discontinued operations and financial results of FY 2022Â¬
23 and FY 2023-24 presented have been restated accordingly, to disclose the results of demerged undertakings
separately from the Company''s continuing business operations.

Slump sale of Project Management Undertaking:

In accordance with the provisions of the aforesaid scheme, upon the coming into effect of this Scheme and in
consideration of the transfer and vesting, of the Project Management Undertaking into Infibeam Projects management
private limited , IPMPL shall pay consideration equal to the Net worth of the Project Management undertaking.
IPMPL shall pay the consideration by way of issuance and allotment to the Infibeam Avenues Limited 55,78,114
equity shares of face value of INR 10 each at share premium of INR 203 as fully paid up.

In accordance with the scheme, the slump sale of Project Management undertaking has been accounted as
prescribed by Ind AS 103 "Business Combinations"considering it as an adjusting event.

Accordingly, the accounting treatment has been given as under:

All the assets and liabilities of Project Management undertaking as at 1 April 2023 have been transferred at their
book values from the financial statements of the Company.

Further, the Project Management Undertaking have been disclosed as discontinued operations and financial results
of FY 2022-23 and FY 2023-24 presented have been restated accordingly, to disclose the results of slump sale of
Project Management undertakings separately from the Company''s continuing business operations.

In view of demerger of gTLD undertaking and Project management undertaking as well as Odigma ceased
to be Subsidiary, the previous year''s figures were restated to give the impact of scheme of arrangement as
mentioned above and as a result, the profit before tax was higher by ? 59.88 Million, Profit after tax was higher by
? 44.20 Million and Total Comprehensive income was higher by ? 44.19 Million for the year ended 31 March 2024.
Consequently,the earnings per share (EPS)(Basic and diluted) was higher by ? 0.02 per share for the year ended 31
March 2024.

As per our report of even date

For Shah & Taparia For and on behalf of the Board of Directors of

Chartered Accountants Infibeam Avenues Limited

ICAI Firm Registration No. 109463W ^{CIN: L64203GJ2010PLC061366}

Ramesh Joshi Vishal Mehta Vishwas Patel

Partner Chairman & Managing Director Joint Managing Director

Membership No.: 033594 DIN: 03093563 DIN: 00934823

Gandhinagar Gandhinagar Gandhinagar

Date: May 26, 2025 Date: May 26, 2025 Date: May 26, 2025

Sunil Bhagat Shyamal Trivedi

Chief Financial Officer Sr. Vice President and

Gandhinagar Company Secretary

Date: May 26, 2025 Gandhinagar

Date: May 26, 2025

Mar 31, 2024

4.22. Provisions

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, 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 or 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.

Contingencies

Provision in respect of contingencies relating to claims, litigation, assessment, fines, penalties etc. are recognised when it is probable that a liability has been incurred and the amount can be estimated reliably.

Contingent liabilities and contingent assets:

A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognised nor disclosed in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs.

4.23. Standards issued but not yet effective

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

Intangible assets under development as at March 31, 2024 and March 31, 2023 comprises expenditure for the development of computer software i.e. IT framework.

Goodwill arising on Amalgamation

Goodwill represents the value arising on amalgamation of Avenues (India) Private Limited.

Goodwill is tested for impairment on annual basis and whenever there is an indication that the recoverable amount is less than its carrying amount based on a number of factors including business plan, operating results, future cash flows and economic conditions. The recoverable amount is determined based on higher of value in use and fair value less cost to sell.

The Company uses discounted cash flows method to determine the recoverable amount. These discounted cash flow calculations use five-year projections that are based on financial forecasts with terminal growth rate of 4 % and discount rate (post-tax) of 15.54%. Cash flow projections take into account past experience and represent managements''s best estimate about future developments. Management determined budgeted gross margin based on past performance and its expectations of market development. The calculations performed indicate that there is no impairment of Goodwill of the company.

General reserve

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement of Profit and Loss as also on account of lapse of employee stock options. The Company can use this reserve for payment of dividend and issue of fully paid-up bonus shares.

Securities premium

Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium". The Company may issue fully paid-up bonus shares to its members out of the Securities Premium and the Company can use this reserve for buy-back of shares

Employees Stock Options Outstanding

The share based option outstanding account is used to recognise the grant date fair value of options issued to employees under group''s employee stock option schemes.

Money received against share warrants

The Board of Directors in its meeting held on August 25, 2022 and the Shareholders in their meeting held on September 23, 2022 approved issue of 9,50,00,000 Fully Covertible Warrants on Preferential Issue basis to Vybe Ventures LLP (Other than Promoter & Promoter Group) at an issue price of Rs. 17/- (including premium of Rs 16/- each) per warrant. The said Warrants were allotted during the previous year upon receipt of Rs. 403.75 million (being 25% of the total consideration) as upfront payment. During the current year, the said warrants were converted into equity shares upon receipt of balance consideration.

Retained earnings

Retained Earnings are profits that the Company has earned till date less dividend or other distribution or transaction with shareholders.

Risk Exposure :

i. Investment risk

For funded plans that rely on insurers for managing the assets, the value of assets certified by the insurer may not be the fair value of instruments backing the liability. In such cases, the present value of the assets is independent of the future discount rate. This can result in wide fluctuations in the net liability or the funded status if there are significant changes in the discount rate during the inter-valuation period.

ii. Market Risk (Interest Rate)

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

iii. Longevity Risk

The impact of longevity risk will depend on whether the benefits are paid before retirement age or after. Typically for the benefits paid on or before the retirement age, the longevity risk is not very material.

iv. Actuarial Risk

a. Salary Increase Assumption

Actual Salary increases that are higher than the assumed salary escalation, will result in increase to the Obligation at a rate that is higher than expected.

b. Attrition/Withdrawal Assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact of this will depend on the demography of the company and the financials assumptions.

v. Regulatory Risk

Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the obligation which is not anticipated. Sometimes, the increase is many fold which will impact the financials quite significantly.

Note 28: Share based payments Employee stock option (ESOP) scheme (2013-14):

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 17, 2013, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 30, 2013. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.

Employee stock option (ESOP) scheme (2014-15)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 27, 2014, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 31, 2014. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.

Employee stock option (ESOP) scheme (2019-20)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on June 29, 2019, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on July 30, 2019. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Re 1 which is 93% to 98% below the market price at the date of grant.

The company has formed ''Infibeam Employee Welfare Trust'' (IEW trust) for implementation of the schemes that are notified or may be notified from time to time by the Company under the plan, providing share based payment to its employees. IEW trust purchases Company''s shares out of funds provided by the Company. The Company treats IEW as its extension and accordingly shares held by IEW are treated as treasury shares.

The Consolidation of the IEW trust financials statements with that of the Company does not in any manner affect the independence of the trustees where the rights and obligations are regulated by the trust deed.

Own equity instruments (treasury shares) are deducted from equity.

(a) Treasury shares

Upon consolidation, the investment in the Parent Company''s equity shares made by IEW Trust is debited to the Group''s equity as treasury shares amounting to f 413.51 Millions as at March 31,2024 (previous year: f 413.51 Millions).

(b) Dividend Income

The dividend income of the Trust is debited to the Group''s retained earning amounting to f 0.62Millions as at March 31, 2024 (previous year: Nil) (shown as deduction from dividend paid).

Loan advanced to the Trust is eliminated on consolidation amounting to f 420.75 Millions as at March 31, 2024 (previous year: f 420.05 Millions) forming a part of current loans.

(d) Interest Expenses

Due to significant difference in the purchase price of the shares accquired and prevailing market price of the share, the Group foresees inability of the IEW Trust to service its loan obligations and interest payment temporirly. Accordingly the Group has reduced the interest on loan to zero.

Note 30: Segment reporting

Based on the "management approach" as defined in Ind AS-108 - "Operating Segments" and evaluation by the Chief Operating Decision Maker, the Company operates in two business segments:

(1) Payment Business includes Payment Gateway business with CC Avenue business brand and payment infrastructure including CPGS towards banks, and Credit & Lending related business and

(2) E-Commerce Platform Business includes Software Framework & Infrastructure to enable E-Commerce for large enterprises and related services including domains & advertising."

Segment assets and liabilities:

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the standalone financial statements of the Company as a whole. Segment assets include all operating assets used by a segment and principally consists of operating cash, trade receivables, other assets and fixed assets, net of allowances and provisions which are reported as direct offsets in the balance sheet. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two segments is allocated to the segments on a reasonable basis. Segment liabilities include all operating liabilities and consist principally of trade payables, other liabilities and accrued liabilities. Segment assets and liabilities do not include those relating to income taxes.

Segment Expense:

Segment expense comprises the expense resulting from the operating activities of a segment that is directly attributable to the segment or that can be allocated on a reasonable basis to the segment and expense relating to transactions with other segments. Certain expenses are not specifically allocable to individual segments as the underlying services are used interchangeably. The Company therefore believes that it is not practicable to provide segment disclosures relating to such expenses, and accordingly such expenses are separately disclosed as ''unallocated'' and directly charged against total income.

Certain assets and liabilities which are common to both the segments for which basis of allocation cannot be consistently identified are included under un-allocable assets and liabilities

Level 2 - Valuation technique and significant observable inputs for assets and liabilities

The fair values of the unquoted non current investment have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows and discount rate. The probabilities of the various estimates within the range can be reasonably assessed and are used in management''s estimate of fair value for these unquoted investments.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk ;

â¢ Liquidity risk; and

â¢ Market risk

i. Risk management framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company manages market risk through a treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The Finance team recommends risk management objectives and policies. The activities of this operations include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investments in debt securities. The carrying amount of following financial assets represents the maximum credit exposure.

Financial Instruments and Cash Deposits

The credit risk from balances/deposits with Banks, current investments and other financial assets are managed in accordance with company''s policy. Investment of surplus funds are primarily made in Liquid/Short Term Plan of Mutual Funds and in Bank Deposits which carry a high external rating.

Trade receivables

Trade receivables of the company are typically unsecured. Credit risk is managed through credit approvals and periodic monitoring of the creditworthiness of customers to which company grants credit terms in the normal course of business. The allowance for impairment of Trade receivables is created to the extent and as and when required, based upon the expected collectability of accounts receivables.

iii. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments:

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. Financial instruments affected by market risk include loans and borrowings, deposits.

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 transacts business in local currency and in foreign currency, primarily in USD, AED, SAR,OMR. The Company has foreign currency trade payables and receivables and is, therefore, exposed to foreign exchange risk. The Company does not use any derivative instruments to hedge its risks associated with foreign currency fluctuations

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD, AED, SAR and OMR rates to the functional currency of the Company, with all other variables held constant. The Company''s exposure to foreign currency changes for all other currencies is not material. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities.

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becauseof changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed plus variable rate borrowings. Equity price risk management

The Company''s exposure to equity price risk arises from investment held by the Company and classified as FVTPL & FVTOCI. In general, these investments are strategic investments and are not held for trading purposes. Reports on the equity portfolio are submitted to the Company''s senior management on a regular basis.

Equity price sensitivity analysis

If prices of quoted equity securities had been 5% higher / (lower), the effect on Profie before tax for the year ended March 31,2024 and 2023 would increase / (decrease) by f 126.28 million and f 100.90 million respectively.

If prices of quoted equity securities had been 5% higher / (lower), the effect on OCI for the year ended March 31, 2024 and 2023 would increase / (decrease) by f 29.25 million and f 17.06 million respectively.

Note 34 : Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance).

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ''Micro, Small and Medium Enterprises Development Act, 2006'' (''the MSMED Act'') accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2024 and March 31,2023 has been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.

Note 36 : Additional Regulatory Information

A There are no proceedings that have been initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time) (earlier Benami Transactions (Prohibition) Act, 1988) and the rules made thereunder.

B The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

C The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with

Companies (Restriction on number of Layers) Rules, 2017, and there are no companies beyond the specified layers.

D Utilisation of Borrowed funds and share premium;

(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.

The Company maintains nodal account with ICICI Bank and HDFC Bank. The nodal accounts are operated as per RBI guidelines pertaining to settlement of payment for electronic payment transactions for payment gateway business. The balance in the nodal accounts represents money collected from customers on transaction undertaken and is used for settling of dues to various merchants as per RBI guidelines.

Receivable for settlement of transactions:

The balance in receivable for settlement of transaction represents the amount pending to be received from pooling bank account and payment gateway for successful online transaction completed by the customer of the merchant into the nodal accounts. These amounts once collected in Nodal account will be utilized for payment to the merchants.

Payable for settlement of transactions:

The balance in payable for settlement of transaction represents the amount pending to be paid to merchant for successful online transaction completed by the customer of the merchant. The amount for the nodal accounts are transferred to the merchant designated bank account as per RBI guidelines, after deducting applicable charges.

Note 38 : The Company''s transactions with associated enterprises are at arm''s length. Management believes that company''s domestic transactions with associated enterprises post March 31,2024 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on the financial statements particularly on the amount of the tax expense for the year and the amount of the provision for the taxation at the period end.

Note 42 : Previous year figures have been regrouped or recast wherever necessary to present them more appropriately with those of the current year.

As per our report of even date

For Shah & Taparia For and on behalf of the Board of Directors of

Chartered Accountants Infibeam Avenues Limited

ICAI Firm Registration No. 109463W CIN: L64203GJ2010PLC061366

Ramesh Joshi Vishal Mehta Vishwas Patel

Partner Chairman & Managing Director Joint Managing Director

Membership No.: 033594 DIN: 03093563 DIN: 00934823

Gandhinagar Gandhinagar Gandhinagar

Date: May 16, 2024 Date: May 16, 2024 Date: May 16, 2024

Sunil Bhagat Shyamal Trivedi

Chief Financial Officer Sr. Vice President and Company Secretary

Gandhinagar Gandhinagar

Date: May 16, 2024 Date: May 16, 2024

Mar 31, 2023

Goodwill arising on Amalgamation

Goodwill includes goodwill arising on amalgamation of Avenues (India) Private Limited.

Goodwill is tested for impairment on annual basis and whenever there is an indication that the recoverable amount is less than its carrying amount based on a number of factors including business plan, operating results, future cash flows and economic conditions. The recoverable amount is determined based on higher of value in use and fair value less cost to sell.

The Company uses discounted cash flows method to determine the recoverable amount. These discounted cash flow calculations use five-year projections that are based on financial forecasts. Cash flow projections take into account past experience and represent managements''s best estimate about future developments. Management determined budgeted gross margin based on past performance and its expectations of market development. The calculations performed indicate that there is no impairment of Goodwill of the company.

10.2. Terms/Rights attached to the equity shares

The Company has equity shares having a par value of ? 1 per share. All equity shares rank equally with regard to dividend and share in the Company''s residual assets in proportion of amount paid up. The equity shares are entitled to receive dividend as declared from time to time. Each holder of the equity shares is entitled to one vote per share.

On winding up of Company, the holder of equity shares will be entitled to receive the residual assets of Company, remaining after distribution of all preferential amounts in proportion to number of equity shares held. Terms attached to stock options granted to employees are described in note 28 regarding employee share based payments.

10.8. Distribution made and proposed

The final dividend on shares is recorded as a liability on the date of approval by the shareholders. Interim dividends are recorded as a liability on the date of declaration by the Company''s Board. Income tax consequences of dividends on financial instruments classified as equity will be recognized according to where the entity originally recognized those past transactions or events that generated distributable profits.

The Company declares and pays dividends in Indian Rupees. Companies are required to pay / distribute dividend after deducting applicable taxes. The remittance of dividends outside India is governed by Indian law on foreign exchange and is also subject to withholding tax at applicable rates.

General reserve

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement of Profit and Loss as also on account of lapse of employee stock options. The Company can use this reserve for payment of dividend and issue of fully paid-up bonus shares.

Securities premium

Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium". The Company may issue fully paid-up bonus shares to its members out of the Securities Premium and the Company can use this reserve for buy-back of shares

Employees Stock Options Outstanding

The share based option outstanding account is used to recognise the grant date fair value of options issued to employees under group''s employee stock option schemes.

Money received against share warrants

The Board of Directors in its meeting held on August 25, 2022 and the Shareholders in their meeting held on September 23, 2022 approved issue of 9,50,00,000 Fully Covertible Warrants on Preferential Issue basis to Vybe Ventures LLP (Other than Promoter & Promoter Group) at an issue price of ? 17/- (including premium of ? 16/- each) per warrant. The said Warrants were allotted on October 07, 2022 upon receipt of ? 403.75 million (being 25% of the total consideration) as upfront payment.

Retained earnings

Retained Earnings are profits that the Company has earned till date less dividend or other distribution or transaction with shareholders.

Note 21 : Contingent liabilities		(? in Million)
Particulars	As at March 31, 2023	As at March 31, 2022
Contingent liabilities not provided for
a. Claims against Company not acknowledged as debts	-	-
b. Guarantees given by bank on behalf of the Company	-	-
Note 22 : Capital commitment and other commitments		(? in Million)
Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Capital commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance)	0.32	0.32

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Company will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

The Company has following post employment benefits which are in the nature of defined benefit plans:

(a) Gratuity

The Company operates gratuity plan wherein every employee is entitled to the benefit as per scheme of the Company, for each completed year of service. The same is payable on retirement or termination whichever is earlier. The benefit vests only after five years of continuous service.

Risk Exposure :

i. Investment risk

ii. Market Risk (Interest Rate)

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

iii. Longevity Risk

iv. Actuarial Risk

a. Salary Increase Assumption

Actual Salary increases that are higher than the assumed salary escalation, will result in increase to the Obligation at a rate that is higher than expected.

b. Attrition/Withdrawal Assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact of this will depend on the demography of the company and the financials assumptions.

v. Regulatory Risk

Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the obligation which is not anticipated. Sometimes, the increase is many fold which will impact the financials quite significantly.

Terms and conditions of transactions with related parties

(1) Transaction entered into with related party are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances 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.

(2) For the year ended 31 March 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2022: Rs 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.

Commitments with related parties

The Company has not provided any commitment to the related party as at March 31,2023 (March 31,2022: Nil)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 17, 2013, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 30, 2013. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of f 1 which is 93% to 98% below the market price at the date of grant.

Employee stock option (ESOP) scheme (2014-15)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 27, 2014, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 31, 2014. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of f 1 which is 93% to 98% below the market price at the date of grant.

Employee stock option (ESOP) scheme (2019-20)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on June 29, 2019, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on July 30, 2019. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of f 1 which is 93% to 98% below the market price at the date of grant.

Employee Stock Appreciation Rights (SAR)

Pursuant to the resolution passed by the Board of Directors of the Company, at its meeting held on July 13, 2017 and the special resolution passed by the Members of the Company on August 11, 2017, the Infibeam Stock Appreciation Rights Scheme 2017 ("SAR Scheme 2017") was approved in accordance with the provisions of SEBI (SBEB) Regulations, having face value of f 1.00 each. The Company has created "Infibeam Employees Welfare Fund" by way of a trust on September 5, 2017 which will be involved in the execution of Infibeam Stock Appreciation Rights Scheme 2017 (SAR). Barclays Wealth Trustees (India) Private Limited (Barclays) are appointed as trustees of the same. Each SAR shall confer the right to the eligible employee to receive appreciation (cash settled / equity settled) with respect to the underlying Equity Share on the entitled shares after it has been exercised in accordance with terms of the Scheme.

Own equity instruments (treasury shares) are deducted from equity.

Other items adjusted owing to the Trust consolidation include :

(a) Treasury shares

Upon consolidation, the investment in the Parent Company''s equity shares made by IEW Trust is debited to the Group''s equity as treasury shares amounting to f 413.51 million as at March 31,2023 (previous year: f 396.46 million).

(b) Dividend Income

The dividend income of the Trust is debited to the Group''s retained earning amounting to Nil as at March 31, 2023 (previous year: f 0.56 million) (shown as deduction from dividend paid).

Loan advanced to the Trust is eliminated on consolidation amounting to f 420.05 million as at March 31,2023 (previous year: f 403.09 million) forming a part of current loans.

(d) Interest Expenses

Due to significant difference in the purchase price of the shares accquired and prevailing market price of the share, the Group foresees inability of the IEW Trust to service its loan obligations and interest payment temporirly. Accordingly the Group has reduced the interest on loan to zero.

Note 30: Segment reporting

Based on the "management approach" as defined in Ind AS-108 - "Operating Segments" and evaluation by the Chief Operating Decision Maker, the Company operates in two business segments:

(1) Payment Business includes Payment Gateway business with CC Avenue business brand and payment infrastructure including CPGS towards banks, and Credit & Lending related business and

(2) E-Commerce Platform Business includes Software Framework & Infrastructure to enable E-Commerce for large enterprises and related services including domains & advertising.

Segment assets and liabilities:

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the standalone financial statements of the Company as a whole. Segment assets include all operating assets used by a segment and principally consists of operating cash, trade receivables, other assets and fixed assets, net of allowances and provisions which are reported as direct offsets in the balance sheet. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two segments is allocated to the segments on a reasonable basis. Segment liabilities include all operating liabilities and consist principally of trade payables, other liabilities and accrued liabilities. Segment assets and liabilities do not include those relating to income taxes.

Segment Expense:

Certain assets and liabilities which are common to both the segments for which basis of allocation cannot be consistently identified are included under un-allocable assets and liabilities

Long term borrowings represents loan taken from bank. The fair value of borrowing is derived based on market observable interest rate.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk;

â¢ Liquidity risk; and

â¢ Market risk

i. Risk management framework

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investments in debt securities. The carrying amount of following financial assets represents the maximum credit exposure.

Financial Instruments and Cash Deposits

The credit risk from balances/deposits with Banks, current investments and other financial assets are managed in accordance with company''s policy. Investment of surplus funds are primarily made in Liquid/Short Term Plan of Mutual Funds and in Bank Deposits which carry a high external rating.

Trade receivables

Trade receivables of the company are typically unsecured. Credit risk is managed through credit approvals and periodic monitoring of the creditworthiness of customers to which company grants credit terms in the normal course of business. The allowance for impairment of Trade receivables is created to the extent and as and when required, based upon the expected collectability of accounts receivables.

The above receivables which are past due but not impaired are assessed on individual case to case basis and relate to a number of independent third party customers from whom there is no recent history of default. These financial assets were not impaired as there had not been a significant change in credit quality and the amounts were still considered recoverable based on the nature of the activity of the customer portfolio to which they belong and the type of customers. There are no other classes of financial assets that are past due but not impaired except for Trade receivables as at March 31,2023 and March 31, 2022

iii. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.

The table below summarises the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments:

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. Financial instruments affected by market risk include loans and borrowings, deposits.

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 transacts business in local currency and in foreign currency, primarily in USD, AED, SAR, OMR. The Company has foreign currency trade payables and receivables and is, therefore, exposed to foreign exchange risk. The Company does not use any derivative instruments to hedge its risks associated with foreign currency fluctuations.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD, AED, SAR and OMR rates to the functional currency of the Company, with all other variables held constant. The Company''s exposure to foreign currency changes for all other currencies is not material. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities.

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. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed plus variable rate borrowings.

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance).

Note 35 : Dues to micro, small and medium suppliers

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ''Micro, Small and Medium Enterprises Development Act, 2006'' (''the MSMED Act'') accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31,2023 and March 31, 2022 has been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.

On basis of information and records available with the Company, the above disclosures are made in respect of amount due to the micro, small and medium enterprises, which have been registered with the relevant competent authorities. The above information takes into account only those suppliers who have submitted their registration details or has responded to the inquiries made by the Company for this purpose.

Note 36 : Additional Regulatory Information

A There are no proceedings that have been initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time) (earlier Benami Transactions (Prohibition) Act, 1988) and the rules made thereunder.

B The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

C The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with

Companies (Restriction on number of Layers) Rules, 2017, and there are no companies beyond the specified layers.

D Utilisation of Borrowed funds and share premium;

(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.

(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.

E Undisclosed Income : The Company do not have any transaction 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). Further, there was no previously unrecorded income and no additional assets were required to be recorded in the books of account during the year.

F Details of Crypto Currency or Virtual Currency : The Company has neither traded nor invested in Crypto currency or Virtual Currency during the financial year ended March 31, 2023. Further, the Company has also not received any deposits or advances from any person for the purpose of trading or investing in Crypto Currency or Virtual Currency.

Receivable for settlement of transactions:

The balance in receivable for settlement of transaction represents the amount pending to be received from pooling bank account and payment gateway for successful online transaction completed by the customer of the merchant into the nodal accounts. These amounts once collected in Nodal account will be utilized for payment to the merchants.

Payable for settlement of transactions:

The balance in payable for settlement of transaction represents the amount pending to be paid to merchant for successful online transaction completed by the customer of the merchant. The amount for the nodal accounts are transferred to the merchant designated bank account as per RBI guidelines, after deducting applicable charges.

Note 38 : The Company''s transactions with associated enterprises are at arm''s length. Management believes that company''s domestic transactions with associated enterprises post March 31, 2023 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on the financial statements particularly on the amount of the tax expense for the year and the amount of the provision for the taxation at the period end.

Digital Payments and Checkout Web Services

It comprises revenue from providing complete, simple and secure online payment gateway and checkout web services, with a real-time Credit Card, Debit Card, Net Banking, Digital and Mobile Wallet including UPI Payments, Recharge, Cash Card and Mobile Payment transaction validation process and platforms. This enables eCommerce websites to sell products and services online, and accept payments in real time.

E-Commerce Related Web Services

These primarily include a comprehensive suite of E-Commerce related web services comprising of domain registry, technical analysis and testing of software web services, digital advertising, and infrastructure related services.

ii) Refer note 30 for disaggregation of revenue by geographical segments

iii) The Company believes that this disaggregation best depicts how the nature, amount, timing of its revenues and cash flows are affected by industry, market and other economic factors.

b) Transaction price allocated to remaining performance obligation

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31,2023 is f 50 million (March 31, 2022 is f 42.73 million) which is expected to be recognize as revenue within the next one year. Remaining performance obligation estimates are subject to change and are affected by several factors, including changes in the scope of contracts, periodic revalidations, and adjustments for currency.

Mar 31, 2022

General reserve

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement of Profit and Loss as also on account of lapse of stock options. The Company can use this reserve for payment of dividend and issue of fully paid-up bonus shares.

Securities premium

Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to "Securities Premium". The Company may issue fully paid-up bonus shares to its Members out of the Securities Premium and the Company can use this reserve for buy-back of shares

Employees Stock Options Outstanding

The share based option outstanding account is used to recognise the grant date fair value of options issued to employees under group''s employee stock option schemes.

Retained earnings

Retained Earnings are profits that the Company has earned till date less dividend or other distribution or transaction with Shareholders.

Terms of borrowings:

Term Loan:

The Company has a Rupee Term Loan sanctioned facility of '' Nil (previous year '' 507.1 Million) from Indusind Bank Limited. The facility carries interest of 10.35% till May 13, 2020, interest of 10% from May 14, 2020 and interest of 8.75% from May 27, 2021. The facility is securd against the mortgage of Gift Two building, Gift City , Gandhinagar. The term loan was repayable in quarterly installments of '' 22.5 Million each.

Note : With the amendment in the Income Tax Act in respect of allowability of Depreciation on Goodwill by Finance Act 2021 and Finance Act 2022, the Company is eligible to claim depreciation on Goodwill upto Financial Year 2019-20. Consequently, the Company has reversed the excess income tax provisions of earlier years and recognized deferred tax liability on difference in tax base on Goodwill and differed tax assets on unabsorbed depreciation under tax law. The Impact of remeasurement of Deferred Tax on above is accounted in the year ended March 31,2022. Accordingly, previous year tax expenses are not comparable.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

In assessing the realizability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Company will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

The Company has following post employment benefits which are in the nature of defined benefit plans:

(a) Gratuity

Risk Exposure :

i. Investment risk

ii. Market Risk (Interest Rate)

Market risk is a collective term for risks that are related to the changes and fluctuations of the financial markets. The discount rate reflects the time value of money. An increase in discount rate leads to decrease in Defined Benefit Obligation of the plan benefits & vice versa. This assumption depends on the yields on the corporate/government bonds and hence the valuation of liability is exposed to fluctuations in the yields as at the valuation date.

iii. Longevity Risk

iv. Actuarial Risk

a. Salary Increase Assumption

Actual Salary increases that are higher than the assumed salary escalation, will result in increase to the Obligation at a rate that is higher than expected.

b. Attrition/Withdrawal Assumption

If actual withdrawal rates are higher than assumed withdrawal rates, the benefits will be paid earlier than expected. Similarly if the actual withdrawal rates are lower than assumed, the benefits will be paid later than expected. The impact of this will depend on the demography of the Company and the financials assumptions.

v. Regulatory Risk

Any Changes to the current Regulations by the Government, will increase (in most cases) or Decrease the obligation which is not anticipated. Sometimes, the increase is many fold which will impact the financials quite significantly.

Terms and conditions of transactions with related parties

(2) For the year ended 31 March 2022, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31,2021: '' 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.

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 17, 2013, read with Special Resolution passed by shareholder of the Company at the extra ordinary general meeting held on March 30, 2013. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of '' 1 which is 93% to 98% below the market price at the date of grant.

employee stock option (ESOP) scheme (2014-15)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 27, 2014, read with Special Resolution passed by shareholder of the Company at the extra ordinary general meeting held on March 31,2014. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of '' 1 which is 93% to 98% below the market price at the date of grant.

employee stock option (ESOP) scheme (2019-20)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on June 29, 2019, read with Special Resolution passed by shareholder of the Company at the extra ordinary general meeting held on July 30, 2019. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled in demat mode. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of '' 1 which is 93% to 98% below the market price at the date of grant.

Pursuant to the resolution passed by the Board of Directors of the Company, at its meeting held on July 13, 2017 and the special resolution passed by the Members of the Company on August 11, 2017, the Infibeam Stock Appreciation Rights Scheme 2017 ("SAR Scheme 2017") was approved in accordance with the provisions of SEBI (SBEB) Regulations, having Face Value of '' 1.00 each. The Company has created "Infibeam Employees Welfare Fund" by way of a trust on September 5, 2017 which will be involved in the execution of Infibeam Stock Appreciation Rights Scheme 2017 (SAR). Barclays Wealth Trustees (India) Private Limited (Barclays) are appointed as trustees of the same. Each SAR shall confer the right to the eligible employee to receive appreciation (cash settled / equity settled) with respect to the underlying Equity Share on the entitled shares after it has been exercised in accordance with terms of the Scheme.

Note 29: consolidation of Trust

The Company has formed ''Infibeam Employee Welfare Trust'' (IEW trust) for implementation of the schemes that are notified or may be notified from time to time by the Company under the plan, providing share based payment to its employees. IEW trust purchases Company''s shares out of funds provided by the Company. The Company treats IEW as its extension and accordingly shares held by IEW are treated as treasury shares.

Own equity instruments (treasury shares) are deducted from equity.

Other items adjusted owing to the Trust consolidation include :

(a) Treasury shares

Upon consolidation, the investment in the Parent Company''s Equity Shares made by IEW Trust is debited to the Group''s equity as treasury shares amounting to '' 39,64,55,413 as at March 31,2022 (previous year: '' 39,60,60,114).

(b) Dividend Income

The dividend income of the Trust is debited to the Group''s retained earning amounting to '' 5,59,298 as at March 31, 2022 (previous year: Nil) (shown as deduction from dividend paid).

Loan advanced to the Trust is eliminated on consolidation amounting to '' 40,30,86,310 as at March 31,2022 (previous year: '' 40,21,88,810) forming a part of current loans. Accordingly, interest on above loan is also eliminated amounting to '' Nil (previous year: '' Nil).

(d) Interest Expenses

Due to significant difference in the purchase price of the shares accquired and prevailing market price of the share, the Group foresees inability of the ESOP Trust to service its loan obligations and interest payment temporirly. Accordingly the Group has reduced the interest on loan to zero.

Note 30: Segment reporting

Based on the "management approach" as defined in Ind AS-108 - "Operating Segments" and evaluation by the Chief Operating Decision Maker, the Company operates in two business segments:

(1) Payment Business includes Payment Gateway business with CC Avenue business brand and payment infrastructure including CPGS towards banks, and Credit & Lending related business and

(2) E-Commerce Platform Business includes Software Framework & Infrastructure to enable E-Commerce for large enterprises and related services including domains & advertising.

Segment assets and liabilities:

Segment information is prepared in conformity with the accounting policies adopted for preparing and presenting the standalone financial statements of the Company as a whole. Segment assets include all operating assets used by a segment and principally consists of operating cash, trade receivables, other assets and fixed assets, net of allowances and provisions which are reported as direct offsets in the balance sheet. While most such assets can be directly attributed to individual segments, the carrying amount of certain assets used jointly by two segments is allocated to the segments on a reasonable basis. Segment liabilities include all operating liabilities and consist principally of trade payables, other liabilities and accrued liabilities. Segment assets and liabilities do not include those relating to income taxes.

Segment Expense:

Certain assets and liabilities which are common to both the segments for which basis of allocation cannot be consistently identified are included under un-allocable assets and liabilities

The Company had total cash out flows for leases of '' 27.54 Million in the current year (year ended March 31, 2021 '' 20.89 Million). The entire amount is in the nature of fixed lease payments. The Company had non-cash addition to right of use assets of '' 32.37 Million (year ended March 31,2021 '' 32.15 Million ) and lease liabilities of '' 31.24 Million in the current year (year ended March 31, 2021 '' 29.25 Million) on account of acquisition of right to use assets.

The weighted average incremental borrowing rate applied to lease liabilities is 10.65%

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Note 33 : Financial instruments - Fair values and risk management

The significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument are disclosed in Note 2 to the Financial Statements.

The management assessed that cash and cash equivalents, other bank balances, loans, trade receivables, trade payables, other current financial assets and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments

* The management assessed that carrying value approximates to the fair value Fair value hierarchy

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).

Level 1 - Valuation technique and significant observable inputs for assets and liabilities

Non Current Investment represents investment in quoted equity instruments. The fair value of investment is derived based on the closing market rate as per Stock Exchange.

Level 2 - Valuation technique and significant observable inputs for assets and liabilities

Long term borrowings represents loan taken from bank. The fair value of borrowing is derived based on market observable interest rate.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

â¢ Credit risk;

â¢ Liquidity risk ; and

â¢ Market risk

i. Risk management framework

The Company''s board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company manages market risk through a treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The Finance team recommends risk management objectives and policies. The activities of this operations include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

ii. credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investments in debt securities. The carrying amount of following financial assets represents the maximum credit exposure.

Financial Instruments and cash Deposits

The credit risk from balances/deposits with Banks, current investments and other financial assets are managed in accordance with Company''s policy. Investment of surplus funds are primarily made in Liquid/Short Term Plan of Mutual Funds and in Bank Deposits which carry a high external rating.

Trade receivables

Trade receivables of the Company are typically unsecured. Credit risk is managed through credit approvals and periodic monitoring of the creditworthiness of customers to which Company grants credit terms in the normal course of business. The allowance for impairment of Trade receivables is created to the extent and as and when required, based upon the expected collectability of accounts receivables.

The above receivables which are past due but not impaired are assessed on individual case to case basis and relate to a number of independent third party customers from whom there is no recent history of default. These financial assets were not impaired as there had not been a significant change in credit quality and the amounts were still considered recoverable based on the nature of the activity of the customer portfolio to which they belong and the type of customers. There are no other classes of financial assets that are past due but not impaired except for Trade receivables as at March 31,2022 and March 31, 2021

iii. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.

(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. Financial instruments affected by market risk include loans and borrowings, deposits.

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 transacts business in local currency and in foreign currency, primarily in USD, AED, SAR, EURO, OMR. The Company has foreign currency trade payables and receivables and is, therefore, exposed to foreign exchange risk. The Company does not use any derivative instruments to hedge its risks associated with foreign currency fluctuations.

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. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed plus variable rate borrowings.

Note 34 : Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to Shareholders, return capital to Shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance).

Note 35 : Dues to micro, small and medium suppliers

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ''Micro, Small and Medium Enterprises Development Act, 2006'' (''the MSMED Act'') accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31,2022 and March 31, 2021 has been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.

On basis of information and records available with the Company, the above disclosures are made in respect of amount due to the micro, small and medium enterprises, which have been registered with the relevant competent authorities. The above information takes into account only those suppliers who have submitted their registration details or has responded to the inquiries made by the Company for this purpose.

Note 36 :Demerger of undertakings

The Hon''ble National Company Law Tribunal, Ahmedabad Bench, vide its order dated November 27, 2020, sanctioned the Composite Scheme of Arrangement amongst Infibeam Avenues Limited (''Infibeam''), Suvidhaa Infoserve Limited (''Suvidhaa''), DRC Systems India Limited (''DRC'') and NSI Infinium Global Limited (''NSI'') and their respective Shareholders and creditors under Sections 230 to 232 read with Section 66 and other applicable provisions of the Companies Act, 2013 (''Scheme'') leading to Transfer and vesting of the SME E-Commerce Services Undertaking from Infibeam to Suvidhaa and Themepark & Event Software Undertaking from Infibeam to DRC. The Scheme became effective upon filing of certified copy of the order with the Registrar of Companies (RoC) on December 2, 2020. The Appointed Date for the Composite Scheme of Arrangement was April 1, 2020 and the Record Date was set as December 11, 2020 for the purpose of determining the Shareholders for issuance of Equity Shares.

Demerger of Themepark & Event Software Undertaking :

In accordance with the provisions of the aforesaid scheme, upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the Themepark & Event Software Undertaking into DRC pursuant to the provisions of this Scheme, DRC has, without any further act or deed, issued and allotted to each shareholder of lnfibeam, whose name is recorded in the register of Members and records of the depositories as Members of Infibeam, on the Record Date in the following ratio:

1 (One) equity share of '' 10/- (Rupees Ten Only) each of DRC credited as fully paid-up for every 412 (Four Hundred Twelve) Equity Shares of '' 1/- (Rupee One Only) each held by such shareholder in Infibeam

Demerger of SME e-commerce Services Undertaking:

In accordance with the provisions of the aforesaid scheme, upon the coming into effect of this Scheme and in consideration of the transfer and vesting of the SME E-commerce Services Undertaking into Suvidhaa pursuant to the provisions of this Scheme, Suvidhaa has, without any further act or deed, issued and allotted to each shareholder of lnfibeam, whose name is recorded in the register of Members and records of the depositories as Members of lnfibeam, on the Record Date in the following ratio:

197 (One Hundred Ninety-Seven) Equity Shares of '' 1 /- (Rupee One Only) each of Suvidhaa credited as fully paid-up for every 1,500 (One Thousand Five Hundred) Equity Shares of '' 1/- (Rupee One Only) each held by such shareholder in Infibeam

The shares have been allotted during the year post approval of scheme and the amount of distribution of net assets of the demerged undertakings have been adjusted against General Reserve and Retained Earnings under Other equity.

In accordance with the scheme, the demerger of undertakings has been accounted as prescribed by Ind AS 103 "Business Combinations".

Accordingly, the accounting treatment has been given as under: -

All the assets and liabilities of demerged undertakings as at 1 April 2020 have been transferred at their book values from the financial statements of the Company and the net assets value have been adjusted against General Reserves and Retained earnings under Other Equity.

Further, the SME E-Commerce Services Undertaking and Themepark & Event Software Undertaking have been disclosed as discontinued operations and financial results of previous year presented have been restated accordingly, to disclose the results of demerged undertakings separately from the Company''s continuing business operations.

Note 37 : Nodal balance

The Company maintains nodal account with ICICI Bank, HDFC Bank and Kotak Mahindra Bank. The nodal accounts are operated as per RBI guidelines pertaining to settlement of payment for electronic payment transactions for payment gateway business. The balance in the nodal accounts represents money collected from customers on transaction undertaken and is used for settling of dues to various merchants as per RBI guidelines.

Receivable for settlement of transactions:

The balance in receivable for settlement of transaction represents the amount pending to be received from pooling bank account and payment gateway for successful online transaction completed by the customer of the merchant into the nodal accounts. These amounts once collected in Nodal account will be utilized for payment to the merchants.

Payable for settlement of transactions:

The balance in payable for settlement of transaction represents the amount pending to be paid to merchant for successful online transaction completed by the customer of the merchant. The amount for the nodal accounts are transferred to the merchant designated bank account as per RBI guidelines, after deducting applicable charges.

Note 38 : The Company''s transactions with associated enterprises are at arm''s length. Management believes that Company''s domestic transactions with associated enterprises post March 31,2022 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on the financial statements particularly on the amount of the tax expense for the year and the amount of the provision for the taxation at the period end.

Digital Payments and checkout Web Services

It comprises revenue from providing complete, simple and secure online payment gateway and checkout web services, with a real-time Credit Card, Debit Card, Net Banking, Digital and Mobile Wallet including UPI Payments, Cash Card and Mobile Payment transaction validation process and platforms. This enables eCommerce websites to sell products and services online, and accept payments in real time.

E-commerce Related Web Services

ii) Refer note 30 for disaggregation of revenue by geographical segments

iii) The Company believes that this disaggregation best depicts how the nature, amount, timing of its revenues and cash flows are affected by industry, market and other economic factors.

b) Transaction price allocated to remaining performance obligation

The aggregate value of performance obligations that are completely or partially unsatisfied as of March 31,2022 is '' 42.73 Million (March 31, 2021 is '' 0.54 Million) which is expected to be recognize as revenue within the next one year. Remaining performance obligation estimates are subject to change and are affected by several factors, including changes in the scope of contracts, periodic revalidations, and adjustments for currency.

B There are no proceedings that have been initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 (as amended from time to time) (earlier Benami Transactions (Prohibition) Act, 1988) and the rules made thereunder.

C The Company has not been declared wilful defaulter by any bank or financial institution or other lender

D The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Act read

with Companies (Restriction on number of Layers) Rules, 2017, and there are no companies beyond the specified layers.

E Utilisation of Borrowed funds and share premium;

(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.

(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.

F Undisclosed Income : The Company do not have any transaction 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). Further, there was no previously unrecorded income and no additional assets were required to be recorded in the books of account during the year.

G Details of Crypto Currency or Virtual Currency : The Company has neither traded nor invested in Crypto currency or Virtual Currency during the Financial Year ended March 31,2022. Further, the Company has also not received any deposits or advances from any person for the purpose of trading or investing in Crypto Currency or Virtual Currency.

Note 42 : World Health Organisation (WHO) declared outbreak of Coronavirus Disease (COVID-19) a global pandemic on March 11, 2020. Conseuent to this, Government of India declared lockdown on 24-03-2020 which has impacted the business activities of the Company. On account of this, the Company has prepared cash flow projections and also, assessed the recoverability of receivables, contract assets, factored assumptions used in annual impairment testing of goodwill and intangible assets having indefinite useful life, using the various internal and external information up to the date of approval of these financial statements. On the basis of evaluation and current indicators of future economic conditions, the Company expects to recover the carrying amount of these assets and does not anticipate any impairment to these financial and nonfinancial assets. The Company will continue to closely monitor any material changes to future economic conditions.

Note 43 Previous year figures have been regrouped or recast wherever necessary to make them comparable with those of the current year.

Mar 31, 2018

1. CORPORATE INFORMATION

Infibeam Incorporation Limited (âthe Companyâ) was incorporated on June 30, 2010 under the Company Act, 1956. The Company is primarily engaged in business software development services, maintenance, web development, e-commerce, payment gateway services and other ancillary services.

The Company is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. The Companyâs shares are listed on the BSE Limited and National Stock Exchange of India Limited in India. The registered office of the Company is located at 28th Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar, Taluka & District -Gandhinagar - 382 355.

The financial statements were authorised for issue in accordance with a resolution of the directors on May 30, 2018.

2. BASIS OF PREPARATION

These financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act , 2013 (Actâ) (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with Ind AS 101 First time adoption of Indian Accounting Standards. The transition was carried out from Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP The financial statements have been prepared on a historical cost basis, except for the following :

- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments),

The financial statements are presented in Indian Rupee (âINRâ) which is also the Companyâs functional currency and all values are rounded to the nearest millions, except when otherwise indicated.

3. CRITICAL ACCOuNTING ESTIMATES

In the process of applying the Companyâs accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements:

3.1. Estimates and assumption

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 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.

3.2. defined benefit plans

The cost of the defined benefit plans and the present value of the 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. Discount rate has been determined by reference to market yields on the government bonds as at the balance sheet date. The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at intervals in response to demographic changes. Future salary increases are based on expected future inflation rates for the country.

Further details about defined benefit obligations are provided in Note 25.

3.3. Share-based payments

The Company initially measures the cost of equity-settled transactions with employees using a black schole model to determine the fair value of the liability incurred. Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For equity-settled share-based payment transactions, the liability needs to be measured at the time of grant. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 28.

3.4. Taxes

Deferred tax assets are recognised for unused tax credits to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

The Company has Rs.82.04 million (March 31, 2017 : â Nil) of MAT tax credits carried forward. These credits expire in 10 - 15 years. The Company does not have tax planning opportunities available that could support the recognition of these credits as deferred tax assets. On this basis, the Company has determined that it cannot recognise deferred tax assets on the MAT tax credits carried forward.

If the Company was able to recognise unrecognised deferred MAT tax assets, profit and equity would have increased by Rs.82.05 million. Further details on taxes are disclosed in Note 24.

3.5. Intangible asset including intangible asset under development

Intangible development costs are capitalised as and when technical and commercial feasibility of the asset is demonstrated, future economic benefits are probable. The costs which can be capitalized include the salary and ESOP cost of employees that are directly attributable to development of the asset for its intended use. Research and maintenance costs are expensed as incurred. Intangible assets are tested for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Refer Note 4.6 for the estimated useful life of Intangible assets. The carrying value of Intangible assets has been disclosed in Note 6.

3.6. Property, plant and equipment

Refer Note 4.5 for the estimated useful life of Property, plant and equipment. The carrying value of Property, plant and equipment has been disclosed in Note 5.

3.7. Revenue recognition

Revenue from the services rendered is recognised proportionally over the period in which the services are rendered as per the rates and terms agreed with the customer.

3.8. Investments

Investment in subsidiaries and associates is carried at cost in the standalone financial statements.

4.1. Terms/Rights attached to the equity shares

The Company has equity shares having a par value of Rs.1 per share. All equity shares rank equally with regard to dividend and share in the Companyâs residual assets in proportion of amount paid up. The equity shares are entitled to receive dividend as declared from time to time. Each holder of the equity shares is entitled to one vote per share. On winding up of Company, the holder of equity shares will be entitled to receive the residual assets of Company, remaining after distribution of all preferential amounts in proportion to number of equity shares held. Terms attached to stock options granted to employees are described in note 28 regarding employee share based payments.

4.2. Terms/Rights attached to preference shares

Each convertible preference share has a par value of Rs.10 and is convertible at the option of the shareholders into one Equity shares of the Company . The preference shares carry a dividend of 0.01% per annum, payable annually. The dividend rights are cumulative. The preference shares rank ahead of the equity shares in the event of a liquidation. These, however are not issued.

Note: As per records of the Company, including its register of shareholders / members and other declarations received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

4.3. Shares reserved for issue under options

For information relating to Infibeam Incorporation Limited Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period please refer to note 28. Also refer note 36, for shares to be issued under business combination.

Securities Premium Reserve

Where the Company issues shares at a premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares shall be transferred to âSecurities Premium Reserveâ. The Company may issue fully paid-up bonus shares to its members out of the Securities Premium Reserve and the Company can use this reserve for buy-back of shares

General reserve

General Reserve is created out of the profits earned by the Company by way of transfer from surplus in the Statement of Profit and Loss. The Company can use this reserve for payment of dividend and issue of fully paid-up bonus shares.

Employees Stock Options Outstanding

The share based option outstanding account is used to recognise the grant date fair value of options issued to employees under employee stock option schemes.

Money received against share warrants

The Board of Directors of Infibeam Incorporation Limited in its meeting held on February 14, 2018 issued 21,45,002 warrants to TV18 Broadcast Limited (a company not forming part of promoter and promoter group) on preferential basis with a right to apply and get allotment of equity shares of the Company of face value of Rs.1 each within a period of 18 months from the date of allotment of warrant at a price of Rs.186.48 (including premium of Rs.185.48 each) aggregating to consideration not exceeding Rs.400 million. The Company has received Rs.100 million on March 28, 2018 and allotted warrants for the same on March 29, 2018.

Terms of borrowings:

Term Loan:

The company has a Rupee Term Loan facility of Rs.2,250 million from Indusind Bank Limited. The facility carries interest of 9.75% for loan disbursed upto Rs.1,350 million and 9.90% for loan disbursed upto Rs.900 million. The facility is secured against the mortgage of Gift Two building, Gift City , Gandhinagar. The term loan is repayable in 20 quarterly installments of Rs.22.50 million each starting from June 30, 2018.

LC arrangement

Company has availed letter of credit from HDFC Bank Ltd for INR 130 million towards purchase of Capital Assets expiring at 175 Days from acceptance date. The same is secured against fixed deposit of INR 26 million.

Demand loan:

Demand loan from Barclays Investments and Loans India Limited is unsecured, repayable on demand and carrying interest @ 8% p.a. The loan does not carry any financial covenants.

Loan Covenant

Bank loans availed by the Company are subject to certain covenants relating to Debt Service Coverage Ratio (DSCR), Interest Coverage Ratio etc which Company has to maintain from Financial Year 2019.

*Represents interest income under the effective interest method on interest free loan given to Subsidiary Company (refer note 26)

** The Company has entered into lease agreement for office premises with its subsidiary companies. The leasing agreement is cancellable, and renewable on a periodic basis by mutual consent on mutually accepted terms including escalation of lease rent. Lease income recognised in the Statement of Profit and Loss for the year amounts to Rs.6.96 million (March 31, 2017: Nil). (refer note 26)

#Fair valuation of investment in CCPS on account of step up acquisition of equity shares of Avenues India Private Limited (refer note 36)

One of the party has filed civil suit against Company and NSI Infinium Global Private Limited (Subsidiary Company) for violating trademark at civil court of Ahmedabad claiming damages of Rs.20 million. The matter is pending before the commercial court of Ahmedabad. The Companyâs management in consultation with their legal council does not reasonably expect that these legal action, when ultimately concluded and determined, will have a material and adverse effect on the Companyâs financial position.

NOTE 5 : FOREIGN ExCHANGE DERIvATIvES And ExPOSuRES NOT Hedged

A. Foreign Exchange Derivatives: The Company does not have any foreign exchange derivatives

B. Exposure Not Hedged

Deferred income tax assets have not been recognised on temporary differences and unabsorbed brought forward loss and depreciation amounting Rs.178.90 million and â Nil as of March 31, 2018 and March 31, 2017, respectively, as it is probable that the temporary differences and unabsorbed brought forward loss and depreciation will not reverse in the foreseeable future.

MAT Credit have not been recognized amounting to Rs.82.05 million and â Nil as of March 31, 2018 and March 31, 2017, respectively, as it is probable that MAT credit will not be utilised in the foreseeable future.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

In assessing the realisability of deferred income tax assets, management considers whether some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. Management considers the scheduled reversals of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible, management believes that the Company will realize the benefits of those deductible differences. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

NOTE 6 : DISCLOSuRE PuRSuANT TO EMPLOYEE Benefits

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and employee state insurance, which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contribution is charged to the Statement of profit and loss as they accrue. The amount recognised as an expense towards contribution to provident fund and other funds for the year are as follows:

*Amount less than 1 million

Terms and conditions of transactions with related parties

(1) Transaction entered into with related party are made on terms equivalent to those that prevail in armâs length transactions. Outstanding balances 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.

(2) For the year ended March 31, 2018, the Company has not recorded any impairment of receivables relating to amounts owed by related parties except otherwise mentioned in the financial statement (March 31, 2017: â 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.

(3) Adjustments in balance of investments, loan balance and interest income of NSI Infinium Global Private Limited represents Ind AS adjustment on interest free loan given to subsidiary company

^A All the transactions pertaining to purchase, sales, expenses etc. entered with NSI Infinium Global Private Limited are adjusted against reimbursement of expenses. Hence, the net amount of reimbursement has been derived considering the transactions entered into between the parties during the period.

The Shareholders of the Company have approved the split/sub-division of each equity share of the Company from the existing Face Value of Rs.10/ - ( Rupees Ten Only) per equity share to face value of Rs.1/- ( Rupee One Only) per equity share in Extra Ordinary General Meeting dated August 11, 2017. The record date for subdivision was September 1, 2017. The Earning Per Share figures for the year ended March 31, 2017 has been restated to give effect of split/sub-division as required by IND AS 33.

NOTE 7: Share Based PAYMENTS

Employee stock option (ESOP) scheme (2013-14):

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 17, 2013, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 30, 2013. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled by physical delivery of shares. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Rs.10 which is 97.65% below the market price at the date of grant, i.e., April 1, 2013 and April 1, 2014.

Employee stock option (ESOP) scheme (2014-15)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 27, 2014, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 31, 2014. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled by physical delivery of shares. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Rs.10 which is 97.65% below the market price at the date of grant, i.e., April 1, 2014, April 1, 2015, April 1, 2016, October 1, 2014, October 1, 2015 and October 1, 2016.

The Shareholders of the Company have approved the split/sub-division of each equity share of the Company from the existing Face Value of Rs.10/ - ( Rupees Ten Only) per equity share to face value of Rs.1/- ( Rupee One Only) per equity share in Extra Ordinary General Meeting dated August 11, 2017. The record date for subdivision was September 1, 2017. The ESOP figured for the year ended March 31, 2017 and March 31, 2018 has been restated to give effect of split/sub-division.

The fair value of the share based payment options granted on is determined using the black scholes model using the following inputs at the grant date which takes in to account the exercise price, the term of the option, the share price at the grant date, and the expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option.

The company has formed âInfibeam Employee Welfare Trustâ (IEW trust) for implementation of the schemes that are notified or may be notified from time to time by the Company under the plan, providing share based payment to its employees. IEW trust purchases Companyâs shares out of funds provided by the Company. The Company treats IEW as its extension and accordingly shares held by IEW are treated as treasury shares.

Own equity instruments (treasury shares) are deducted from equity.

Other items adjusted owing to the Trust consolidation include :

(a) Treasury shares

Upon consolidation, the investment in the Companyâs equity shares made by IEW Trust is debited to the Companyâs equity as treasury shares amounting to Rs.278.71 million as at March 31, 2018.

(b) Dividend Income

The dividend income of the Trust is debited to the Companyâs retained earning amounting to Rs.0.17 million as at March 31, 2018 (shown as deduction from dividend paid).

Loan advanced to the Trust is eliminated on consolidation amounting to Rs.280 million as at March 31, 2018 forming a part of current loans. Accordingly, interest on above loan is also eliminated amounting to Rs.8.25 million

Geographical segments for the Company are secondary segments. Segment revenue is analysed based on the location of customers regardless of where the services are provided from. The following provides an analysis of the Companyâs sales by Geographical Markets. For management purposes, the Company operates in three principal geographical areas of the world, in India, UAE and the other countries.

A. Information about geographical areas

The Company operates in three principal geographical areas of the world, in India, middle east, and the other countries. As the Company does not operate in more than one business segment, disclosures for primary segment as required under Ind AS 108 have not been given.

B. unallocated items:

Domestic geographical segment includes certain assets which are common to both the geographical segment (i.e. India, Middle East and Others).

Non-current assets exclude financial instruments, deferred tax assets and tax assets.

C. Segment policies:

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

D. Major customer

Revenue from one customer of the Companyâs India segment is Rs.357.3 million and one customer of the Companyâs Middle East segment is Rs.344.6 million which is more than 10 percent of the Companyâs total revenue for the year ended March 31, 2018. Revenue from one customer of the Companyâs India segment is Rs.200 million and two customer of the Companyâs Middle East segment is Rs.192.72 million which is more than 10 percent of the Companyâs total revenue for the year ended March 31, 2017.

NOTE 8: OPERATING LEASE

The Company has taken commercial premises under operating leases. The leases have an average life of between one and five years with renewal options included in contracts. Renewals are at the mutual consent of lessor and lessee. Lease payments recognised in the statement of Profit and Loss for the year amounts to Rs.9.96 million (previous year: Rs.1.56 million) Future minimum lease rentals payable under non-cancellable operating leasees are as follows:

NOTE 9 : CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

a. The Company is required to spend Rs.1.38 million (Previous Year â Nil) on CSR activities.

b. Amount spent during the year on:

NOTE 10 : FINANCIAL INSTRUMENTS - FAIR VALUES AND RISK MANAGEMENT

* The management assessed that carrying value approximates to the fair value Fair value hierarchy

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).

Level 1 - valuation technique and significant observable inputs for assets and liabilities

Current Investment represents investment in mututal funds. The fair value of investment is derived based on the fund statement provided by the fund manager.

Reconciliation of Level 1 fair values

The following table shows a reconciliation from the opening balances to the closing balances for Level 1 fair values.

Level 2 - valuation technique and significant observable inputs for assets and liabilities

Long term borrowings represents loan taken from bank. The fair value of borrowing is derived based on market observable interest rate.

The fair values of the unquoted non current investment have been estimated using a DCF model. The valuation requires management to make certain assumptions about the model inputs, including forecast cash flows and discount rate. The probabilities of the various estimates within the range can be reasonably assessed and are used in managementâs estimate of fair value for these unquoted preference investments.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk ;

- Liquidity risk ; and

- Market risk

i. Risk management framework

The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The Company manages market risk through a treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The finance team recommends risk management objectives and policies. The activities of this operations include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.

The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Companyâs activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the companyâs risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers and investments in debt securities. The carrying amount of following financial assets represents the maximum credit exposure.

Financial Instruments and Cash Deposits

The credit risk from balances/deposits with Banks, current investments and other financial assets are managed in accordance with companyâs policy. Investment of surplus funds are primarily made in Liquid/Short Term Plan of Mutual Funds and in Bank Deposits which carry a high external rating.

Trade receivables

Trade receivables of the company are typically unsecured. Credit risk is managed through periodic monitoring of the creditworthiness of customers to which company grants credit terms in the normal course of business. The allowance for impairment of Trade receivables is created to the extent and as and when required, based upon the expected collectability of accounts receivables.

The above receivables which are past due but not impaired are assessed on individual case to case basis and relate to a number of independent third party customers from whom there is no recent history of default. These financial assets were not impaired as there had not been a significant change in credit quality and the amounts were still considered recoverable based on the nature of the activity of the customer portfolio to which they belong and the type of customers. There are no other classes of financial assets that are past due but not impaired except for Trade receivables as at March 31, 2018 and March 31, 2017.

iii. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Companyâs objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.

The table below summarises the maturity profile of the Companyâs financial liabilities based on contractual undiscounted payments:

(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. Financial instruments affected by market risk include loans and borrowings, deposits.

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 transacts business in local currency and in foreign currency, primarily in USD, AED and SAR. The Company has foreign currency trade payables and receivables and is, therefore, exposed to foreign exchange risk. The Company does not use any derivative instruments to hedge its risks associated with foreign currency fluctuations.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD, AED and SAR rates to the functional currency of respective entity, with all other variables held constant. The Companyâs exposure to foreign currency changes for all other currencies is not material. The impact on the Companyâs profit before tax is due to changes in the fair value of monetary assets and liabilities.

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. The Companyâs exposure to the risk of changes in market interest rates relates primarily to the Companyâs long-term debt obligations with floating interest rates. The Company manages its interest rate risk by having a balanced portfolio of fixed plus variable rate borrowings.

For the purpose of the Companyâs capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Companyâs capital management is to ensure that it maintains an efficient capital structure in order to support its business and maximise shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance).

NOTE 11 : DuES TO MICRO, SMALL AND MEDiuM SuPPLIERS

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the âMicro, Small and Medium Enterprises Development Act, 2006â (âthe MSMED Actâ) accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2018 has been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.

NOTE 12 : AMALGAMATON WITH AVENUES (INDIA) PRIVATE LIMITED

Based on the definitive Memorandum of Understanding (MoU), the Company obtained operational and financial control in Avenues (India) Private Limited (Avenues) as well as board control with effect from April 1, 2017. Further, in the Board meeting held on July 13, 2017, the Board of directors approved the scheme of amalgamation of Avenues with the Company. Subsequent to the year end, on May 9, 2018, the Company has received approval to aforesaid scheme of amalgamation from National Company Law Tribunal (âNCLTâ) with appointed date of April 1, 2017, which the Company filed with Registrar of Companies (RoC) on May 10,2018. In accordance with Ind AS 103 âBusiness Combinationsâ, the Company has given effect of amalgamation with Avenues with the appointed date i.e. April 1, 2017.

In accordance with the provisions of the aforesaid scheme -

The approved share swap ratio for 100 equity share of Avenues (India) Private Limited (AIPL) of the face value of Rs.10 each fully paid up held by the shareholders on the Record date shall be allotted 2600 equity shares of Infibeam Incorporation Limited of the face value of Rs.1 each fully paid up.

The shares have been allotted subsequent to the March 31, 2018, the same has been disclosed as Shares required to be issued as per Scheme of Amalgamation till the date of allotment i.e. May 30, 2018 under other equity.

In accordance with the scheme, the amalgamation has been accounted under the acquisition method as prescribed by Ind AS 103 âBusiness Combinationsâ.

Accordingly, the accounting treatment has been given as under: -

(i) The assets and liabilities of Avenues as at April 1, 2017 have been incorporated at their fair values in the financial statements of the Company.

(ii) The existing investments in Avenues as at April 1, 2017 have been fair valued on account of acquisition as prescribed by Ind AS 103 (step up acquisition).

(iii) All inter-corporate balances (including investments held by the Company in Avenues, deposits, loans and advances, outstanding balances) between the Company and Avenues stands cancelled.

The excess of value of equity shares over the fair value of assets and liabilities transferred and cancellation of Investments in Avenues held by the Company amounting to Rs.18,645.18 million has been recorded as follows after considering the impact of identified and unrecorded intangible assets (net of deferred tax) as prescribed by Ind AS 103: *The Company has acquired following investment on amalgamation with Avenues

(1) Avenues Infinite Private Limited - 10,00,200 equity shares at fair value of â Nil

(2) Avenues Payments Private Limited - 36,541 equity shares at fair value of Rs.224.80 million

(3) JRI Technologies Private Limited - 2,20,625 equity shares at fair value of Rs.15.79 million

**The goodwill comprises the value of expected synergies arising from the amalgamation. Due to the contractual terms and nature of industry, the customer contract is not separately valued. Goodwill recognised on amalgamation is not expected to be deductible for Income tax purposes.

Pursuant to the above mentioned, the financials stament of the current year are not strictly comparable to those of the previous year.

The Company maintains nodal account with ICICI bank. The nodal accounts are operated as per RBI guidelines pertaining to settlement of payment for electronic payment transactions for payment gateway business. The balance in the nodal accounts represents money collected from customers on transaction undertaken and is used for settling of dues to various merchants as per RBI guidelines.

Receivable for settlement of transactions:

The balance in receivable for settlement of transaction represents the amount pending to be received from pooling bank account and payment gateway for successful online transaction completed by the customer of the merchant into the nodal accounts. These amounts once collected in Nodal account will be utilised for payment to the merchants.

Payable for settlement of transactions:

The balance in payable for settlement of transaction represents the amount pending to be paid to merchant for successful online transaction completed by the customer of the merchant. The amount for the nodal accounts are transferred to the merchant designated bank account as per RBI guidelines, after deducting applicable charges.

13 During the year ended March 31, 2016, the Company raised funds through an Initial Public Offering (IPO) for the purpose of setting up of cloud data centre, purchase of property for shifting and setting up of its registered and corporate office, setting up of 75 logistic centres, purchase of software and general corporate purposes. Pursuant to this, the Company issued 10,416,666 equity shares of Rs.10 each at an issue price of Rs.432 per equity share. The proceeds from IPO is Rs.4499.99 million. The net proceeds from IPO after incurring expenses (such as merchant bankers fees, underwriting fees, selling commission, legal counsel fees, registrar to the issue, brokerage and selling commission, printing and stationary expenses, advertising and marketing expenses and other incidental expenses amounted to Rs.338.3 million) was Rs.4,161.7 million. Of the total IPO expenses, expenses aggregating to Rs.312.78 million have been adjusted towards the securities premium account. Further IPO expenses aggregating to Rs.25.51 million have been charged to the Statement of Profit and Loss. Summary of utilised amount and unutilised amount is stated below :

14 The Companyâs transactions with associated enterprises are at armâs length. Management believes that companyâs domestic transactions with associated enterprises post March 31, 2017 continue to be at armâs length and that the transfer pricing legislation will not have any impact on the financial statements particularly on the amount of the tax expense for the year and the amount of the provision for the taxation at the period end.

15 Previous year figures have been regrouped or recast wherever necessary to make them comparable with those of current year.

Mar 31, 2017

note 1 : RELATED PARTY DISCLOSURES.

As per the Indian Accounting Standard on "Related Party Disclosures" (IND AS 24), the related parties of the Company are as follows : Name of Related Parties and Nature of Relationship :

Sr.No Relationship Name of company / person

1 Subsidiary Company Infibeam Digital Entertainment Private Limited

Infinium India Limited

NSI Infinium Global Private Limited

Odigma Consultancy Solutions Private Limited

Infibeam Logistics Private Limited

Sine Qua Non Solutions Private Limited

Infibeam Global EMEA FZ LLC

2 Associate Company Avenues Infinite Private Limited

3 Key Management Personnel

Executive Directors Mr. Vishal Ajit Mehta

Non-executive Directors Mr. Malav Ajit Mehta

Mr. Ajit Champaklal Mehta Mr. Roopkishan Sohanlal Dave Mr. Keyoor Madhusudan Bakshi Ms. Vijaylaxmi Tulsidas Sheth Chief Financial officer (CFO) Mr. Hiren Bachubhai Padhya

Company secretary (CS) Mr. Shyamal Bhaskerbhai Trivedi

Terms and conditions of transactions with related parties

(2) For the year ended 31 March 2017, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2016: INR Nil, 1 April 2015: 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.

(3) Adjustments in balance of investments, loan balance and interest income of NSI Infinium Global Private Limited represents Ind AS adjustment on interest free loan given to subsidiary company.

Commitments with related parties

The Company has not provided any commitment to the related party as at March 31, 2017 (March 31, 2016: Rs.Nil and April 1, 2015: Rs.Nil)

~ All the transactions pertaining to purchase, sales, expenses etc. entered with NSI Infinium Global Pvt. Ltd are adjusted against reimbursement of expenses. Hence, the net amount of reimbursement has been derived considering the transactions entered into between the parties during the year.

NOTE 2: sHARE BAsED PAYMENTs Employee stock option (EsOP) scheme (2013-14):

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on 17 February 2013, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on 30 March 2013. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled by physical delivery of shares. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Rs 10 which is 97.65% below the market price at the date of grant, i.e., 1 April 2013 and

1 April 2014.

Employee stock option (ESOP) scheme (2014-15)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on 27 February 2014, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on 31 March 2014. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled by physical delivery of shares. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Rs 10 which is 97.65%, 97.68% and 100% respectively below the market price at the date of grant, i.e., 1 April 2014, 1 April 2015, 1 April 2016, 1 October 2014, 1 October 2015 and 1 October 2016.

NOTE 3: SEGMENT REPORTING

The Company''s Chief Operating Decision Maker (CODM) examines the Company''s performance from business and geographic perspective. In accordance with Ind AS-108 - Operating Segments, evaluation by the CODM and based on the nature of activities performed by the Company, which primarily relate to Software development, maintenance and other ancillary services, the Company does not operate in more than one business segment.

A. Information about geographical areas

The Company operates in three principal geographical areas of the world, in India, its home country, Middle East and the Other countries. As the Company does not operate in more than one business segment, disclosures for primary segment as required under Ind AS 108 have not been given.

B. unallocated items:

India, geographical segment includes certain assets which are common to all the geographical segment (i.e. India, Middle East and Others). Non-current assets exclude financial instruments, deferred tax assets and tax assets.

C. segment policies:

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

D. Major customer

Revenue from two customers of the Company''s India segment is Rs. 200 million and two customer of the Company''s Middle East segment is Rs. 192.72 million which is more than 10 percent of the Company''s total revenue.

NOTE 4 : Operating LEASE

The Company has taken a commercial premises under operating leases. The leases period is of 1 year. These leasing arrangements are cancellable, and are renewable on a periodic basis by mutual consent on mutually accepted terms including escalation of lease rent. Total expense incurred under the cancellable operating lease agreement recognized as an expense in the Statement of Profit and Loss during the year is Rs 1.56 million (previous year Rs. 1.49 million)

NOTE 5: FINANCIAL INSTRUMENTS - FAIR VALUEs AND Risk MANAGEMENT A. Accounting classification and fair values

Set out below, is a comparison by class of the carrying amounts and fair value of the Company''s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

The management assessed that trade receivables, cash and cash equivalents, other bank balance, other financial assets, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The following table provides the fair value measurement hierarchy of the Company''s assets and liabilities other than assets and liabilities which approximate their carrying amounts largely due to the short-term maturities.

Fair value hierarchy

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).

Level 2 - Valuation technique and significant observable inputs for assets and liabilities

Loan represents interest free loans given to subsidiary companies. The fair value of loans is derived based on market observable interest rate.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments:

- Credit risk ;

- Liquidity risk ; and

- Market risk

i. Risk management framework

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Company manages market risk through a treasury operations, which evaluates and exercises independent control over the entire process of market risk management. The treasury team recommends risk management objectives and policies. The activities of this operations include management of cash resources, borrowing strategies, and ensuring compliance with market risk limits and policies.

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate

risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The audit committee oversees how management monitors compliance with the company''s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

ii. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and investments in debt securities. The carrying amount of following financial assets represents the maximum credit exposure.

Cash and cash equivalents

The company maintains its Cash and cash equivalents and Bank deposits with banks having good reputation, good past track record and high quality credit rating and also reviews their credit-worthiness on an on-going basis.

Trade receivables

Trade receivables of the company are typically unsecured. Credit risk is managed through credit approvals and periodic monitoring of the creditworthiness of customers to which company grants credit terms in the normal course of business. The company performs ongoing credit evaluations of its customers'' financial condition and monitors the creditworthiness of its customers to which it grants credit terms in the normal course of business. The allowance for impairment of Trade receivables is created to the extent and as and when required, based upon the expected collectability of accounts receivables. The company has no concentration of credit risk as the customer base is geographically distributed.

The above receivables which are past due but not impaired are assessed on individual case to case basis and relate to a number of independent third party customers from whom there is no recent history of default. These financial assets were not impaired as there had not been a significant change in credit quality and the amounts were still considered recoverable based on the nature of the activity of the customer portfolio to which they belong and the type of customers. There are no other classes of financial assets that are past due but not impaired except for Trade receivables as at March 31, 201/; March 31, 2016 and April 1, 2015.

iii. Liquidity risk

Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. The Company''s objective is to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust cash management system.

The table below summaries the maturity profile of the Company''s financial liabilities based on contractual undiscounted payments:

(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. Financial instruments affected by market risk include loans and borrowings, deposits.

Foreign currency risk

Company has foreign currency trade payables and receivables and is, therefore, exposed to foreign exchange risk. The Company does not use any derivative instruments to hedge its risks associated with foreign currency fluctuations.

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in USD, AED and SAR rates to the functional currency of respective entity, with all other variables held constant. The Company''s exposure to foreign currency changes for all other currencies is not material. The impact on the Company''s profit before tax is due to changes in the fair value of monetary

assets and liabilities.

NOTE 6 : CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximize shareholder value.

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions or its business requirements.

To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings less cash and short-term deposits (including other bank balance).

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets borrowings that define capital structure requirements. There are no financial covenants attached to borrowings.

No changes were made in the objective, policies or processes for managing capital during the years ended March 31, 2017 and March 31, 2016.

NOTE 7: DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ''Micro, Small and Medium Enterprises Development Act, 2006'' (''the MSMED Act'') accordingly, the disclosure in respect of the amounts payable to such enterprises as at March 31, 2017 lias been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.

NOTE 8 : FIRST- TIME ADOPTION OF IND AS

These financial statements, for the year ended March 31, 2017, are the first annual Ind AS financial statements, the Company has prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2016, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for year ending on March 31, 2017, together with the comparative period data as at and for the year ended March 31, 2016, as described in the summary of significant accounting policies. In preparing these financial statements, the Company''s opening balance sheet was prepared as at April 1, 2015, the Company''s date of transition to Ind AS. This note explains the principal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2015 and the previously published Indian GAAP financial statements as at and for the year ended March 31, 2016.

Exemptions applied

Ind AS 101 "First-time Adoption of Indian Accounting Standardsâ allows first-time adopter certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

1 Deemed cost

The Company has elected to continue with the carrying value of all of its property, plant and equipment and intangible assets including capital work in progress and intangibles under development as recognized in the financial statements as at the date of transition to Ind AS, measured as per previous GAAP and used it as its deemed cost at the date of transition.

2 Investment in Subsidiaries and Associates

The Company has elected the option provided under Ind AS 101 to measure all its investments in Subsidiaries and Associates at previous GAAP carrying value on the date of transition in its separate financial statement and used that carrying value as the deemed cost of such investments.

* For the purposes of this clause, the term ''Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November, 2016.

9 During the year ended March 31, 2016, the Company has raised funds pursuant to Initial Public Offering (IPO) for the purpose of setting up of cloud data center, purchase of property for shifting and setting up of registered and corporate office of the company, setting up of 75 logistic centers, purchase of software and general corporate purposes. The Company issued 10,416,666 equity shares of Rs. 10 each at an issue price of Rs 432 per equity share. The proceeds from IPO is Rs. 4,499.99 million. The Company has incurred IPO expenses of Rs. 343.85 million (such as merchant bankers fees, underwriting fees, selling commission, legal counsel fees, registrar to the issue, brokerage and selling commission, printing and stationary expenses, advertising and marketing expenses and other incidental expenses). Of the total IPO expenses, expenses aggregating to Rs. 312.78 million have been adjusted towards the securities premium account. Further IPO expenses aggregating to Rs. 5.52 million (March 2016: 25.55 million) have been charged to the Statement of Profit and Loss. The unutilized amount received through IPO is temporarily deployed as under:

10 The Company''s transactions with associated enterprises are at arm''s length. Management believes that the company''s domestic transactions with associated enterprises post March 31, 2016 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on the financial statements particularly on the amount of the tax expense for the year and the amount of the provision for taxation at the period end.

11 Previous year figures have been regrouped or recast wherever necessary to make them comparable with those of the current year. The comparative financial information of the Company for the year ended March 31, 2016 and the transition date opening balance sheet as at April 01, 2015 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by one of the joint auditor (B S R & Associates LLP) whose report for the year ended March 31, 2016 and March 31, 2015 dated May 30, 2016 and September 5, 2015 respectively expressed an unmodified opinion on those standalone financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been audited by joint auditors.

Mar 31, 2016

1. Dues to micro and small suppliers

The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated August 26, 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum in accordance with the ''Micro, Small and Medium Enterprises Development Act, 2006'' (''the MSMED Act'') accordingly the disclosure in respect of the amounts payable to such enterprises as at March 31, 2016 has been made in the financial statements based on information received and available with the Company. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material. The Company has not received any claim for interest from any supplier as at the balance-sheet date.

2. Employee share-based payment plan

Employee stock option (ESOP) scheme (2013-14):

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 17, 2013, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 30, 2013. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled by physical delivery of shares. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Rs.10 which is 97.65% below the market price at the date of grant, i.e., April 1, 2013 and April 1, 2014.

Employee stock option (ESOP) scheme (2014-15)

The scheme has been adopted by the Board of Directors pursuant to resolution passed at its meeting held on February 27, 2014, read with Special Resolution passed by shareholder of the company at the extra ordinary general meeting held on March 31, 2014. The plan entitles senior employees to purchase shares in the Company at the stipulated exercise price, subject to compliance with vesting conditions. All exercised options shall be settled by physical delivery of shares. As per the plan, holders of vested options are entitled to purchase one equity share for every option at an exercise price of Rs.10 which is 97.65% below the market price at the date of grant, i.e., April 1, 2014, April 1, 2015, April 1, 2016, October 1, 2014, October 1, 2015 and October 1, 2016.

3. Operating lease

The Company has taken a commercial premises under operating leases. The leases period is of 1 year. These leasing arrangements are cancellable, and are renewable on a periodic basis by mutual consent on mutually accepted terms including escalation of lease rent. Total expense incurred under the cancellable operating lease agreement recognized as an expense in the Statement of Profit and Loss during the year is Rs.1.49 million (previous year Rs.1.80 million)

4. Employee benefit: post employment benefit plans Defined contribution plans

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund and employee state insurance, which is a defined contribution plan. The company has no obligations other than to make the specified contributions. The contribution is charged to the statement of profit and loss as it accrues. The amount recognised as an expense towards contribution to provident fund and other funds for the year aggregated to Rs.0.11 million (previous year Rs.Nil).

Defined benefit plans :

The Company operates post employment defined benefit plan i.e gratuity plan(the plan). The plan is unfunded and entitles an employee, who has rendered atleast five years of continuous service, to receive half month''s salary for each period of completed service at the time of retirement/resignation. The long term service incentive is accrued for all eligible employee of the Company and is payable on completion of 5 year of service.

5. Segment information

(a) Identification of segments:

The Company''s operating businesses are organised and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets.

The analysis of geographical segments is based on the areas in which major operating divisions of the Company operate.

(b) Unallocated items:

Domestic geographical segment includes certain assets which are common to both the geographical segment (i.e. Domestic and Export).

Un-allocable corporate assets includes investments and other unallocable assets.

(c) Segment policies:

The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

(d) Business segment:

Based on the nature of activities performed, which primarily relate to Software development maintenance and other ancillary services, the dominant source and nature of risks and returns, business segment is the primary segment. However as the Company does not operate in more than one business segment, disclosures for primary segment as required under Accounting Standard 17 - "Segment Reporting" have not been given.

(e) Geographical segments:

The Company operates in two principal geographical areas of the world, in India, its home country, and the other countries.

6. Transfer pricing

Transactions with related parties are governed by transfer pricing regulations of the Indian Income tax Act, 1961. The Company''s transactions with associated enterprises are at arm''s length as per the independent accountant''s report for the year ended on March 31, 2015. The Company is in the process of updating the documentation for the domestic transactions entered into with the associated enterprises during the period subsequent to March 31, 2015. Management believes that the company''s domestic transactions with associated enterprises post March 31, 2015 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on the financial statements particularly on the amount of the tax expense for the year and the amount of the provision for taxation at the period end.

7. Initial Public Offer (IPO)

During the year ended March 31, 2016, the Company has raised funds pursuant to Initial Public Offering (IPO) for the purpose of setting up of cloud data center, purchase of property for shifting and setting up of registered and corporate office of the company, setting up of 75 logistic centers, purchase of software and general corporate purposes. The Company issued 1,04,16,666 equity shares of Rs.10 each at an issue price of Rs.432 per equity share.

The proceeds from IPO is Rs.4,499.99 million. The amount received through IPO is kept in a separate bank account with HDFC Bank Limited as at March 31, 2016. The Company has incurred Rs.338.33 million of IPO expenses (such as merchant bankers fees, underwriting fees, selling commission, legal counsel fees, registrar to the issue, brokerage and selling commission, printing and stationary expenses, advertising and marketing expenses and other incidental expenses). Of the total IPO expenses, expenses aggregating to Rs.312.78 million have been adjusted towards the securities premium account. Further IPO expenses aggregating to Rs.25.55 million have been charged to the Statement of Profit and Loss.

8. Information with regards to other matters specified in Schedule III to the act is either nil or not applicable to the Company for the year

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article