Mar 31, 2025
1. 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. The expense relating to a provision is
presented in the statement of profit and loss net of
any reimbursement. If the effect of the time value of
money is material, provisions are discounted using a
current pre-tax rate that reflects, when appropriate,
the risks specific to the liability. When discounting
is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
2. Contingent liabilities
Contingent liability is a possible obligation that
arises from past events and the existence of which
will be confirmed only by the occurrence or non¬
occurrence of one are more uncertain future events
not wholly within the control of the Company, or is
a present obligation that arises from past event but
is not recognised because either it is not probable
that an outflow of resources embodying economic
benefits will be required to settle the obligation, or
a reliable estimate of the amount of the obligation
cannot be made. Contingent liabilities are disclosed
and not recognised.
A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or
equity instrument of another entity. Transaction costs
directly attributable to the acquisition of financial assets
or financial liabilities at fair value through statement of
profit and loss are recognised immediately in statement
of profit and loss.
1. Financial assets
All financial assets are recognised initially at
fair value plus, in the case of financial assets not
recorded at fair value through statement of profit
and loss, transaction costs that are attributable
to the acquisition of the financial asset. Purchases
or sales of financial assets that require delivery of
assets within a time frame established by regulation
or convention in the market-place (regular way
trades) are recognised on the trade date, i.e., the
date that the Company commits to purchase or sell
the asset.
a. Classification and subsequent measurement:
Debt instruments that meet the following
conditions are subsequently measured at
amortised cost less impairment loss (except
for debt investments that are designated as
at fair value through profit or loss on initial
recognition) (i) the asset is held within a
business model whose objective is to hold
assets in order to collect contractual cash
flows; and (ii) the contractual terms of the
instrument give rise on specified dates to cash
flows that are solely payments of principal and
interest on the principal amount outstanding.
Debt instruments that meet the following
conditions are subsequently measured at
fair value through other comprehensive
income (except for debt investments that are
designated as at fair value through profit or loss
on initial recognition) (i) the asset is held within
a business model whose objective is achieved
both by collecting contractual cash flows and
selling financial assets; and (ii) the contractual
terms of the instrument give rise on specified
dates to cash flows that are solely payments of
principal and interest on the principal amount
outstanding.
FVTPL is a residual category for debt
instruments. Any debt instrument, which does
not meet the criteria for categorization as
at amortized cost or as FVTOCI, is classified
as at FVTPL. Trade receivables, cash and
cash equivalents, other bank balances, loans
and other financial assets are classified for
measurement at amortised cost.
Financial assets at amortised cost are
subsequently measured at amortised cost
using effective interest method. The effective
interest method is a method of calculating
the amortised cost of an instrument and of
allocating interest income over the relevant
period. The effective interest rate is the rate
that exactly discounts estimated future cash
receipts (including all fees paid or received that
form an integral part of the effective interest
rate, transaction costs and other premiums
or discounts) through the expected life of
the debt instrument, or, where appropriate, a
shorter period, to the net carrying amount on
initial recognition.
The Company subsequently measures all
equity investments in scope of Ind AS 109
at fair value, with net changes in fair value
recognised in the statement of profit and loss.
A financial asset (or, where applicable, a part
of a financial asset or part of a group of similar
financial assets) is primarily derecognised
(i.e. removed from the Company''s financial
statements of assets and liabilities) when:
i) The rights to receive cash flows from the
asset have expired, or ii) The Company has
transferred its rights to receive cash flows from
the asset or has assumed an obligation to pay
the received cash flows in full without material
delay to a third party under a ''pass-through''
arrangement; and either (a) the Company
has transferred substantially all the risks and
rewards of the asset, or (b) the Company has
neither transferred nor retained substantially
all the risks and rewards of the asset, but has
transferred control of the asset.
When the Company has transferred its rights to
receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates
if and to what extent it has retained the risks
and rewards of ownership. When it has neither
transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred
control of the asset, the Company continues to
recognise the transferred asset to the extent
of the Company''s continuing involvement.
In that case, the Company also recognises an
associated liability. The transferred asset and
the associated liability are measured on a basis
that reflects the rights and obligations that the
Company has retained.
Continuing involvement that takes the form
of a guarantee over the transferred asset is
measured at the lower of the original carrying
amount of the asset and the maximum amount
of consideration that the Company could be
required to repay.
The Company recognises loss allowances using
the Expected Credit Loss (ECL) model for
the financial assets which are not fair valued
through profit and loss. Loss allowance for
trade receivables with no significant financing
component is measured at an amount equal
to lifetime ECL. For all other financial assets,
expected credit losses are measured at an
amount equal to the 12-month ECL, unless
there has been a significant increase in credit
risk from initial recognition, in which case
those financial assets are measured at lifetime
ECL. The changes (incremental or reversal) in
loss allowance computed using ECL model, are
recognised as an impairment gain or loss in the
statement of profit and loss.
The Company recognises loss allowances
for expected credit losses on financial assets
measured at amortised cost.
At each reporting date, the Company assesses
whether financial assets carried at amortised
cost are credit impaired. A financial asset is
''credit impaired'' when one or more events that
have a detrimental impact on the estimated
future cash flows of the financial asset have
occurred.
Evidence that a financial asset is credit
impaired includes the following observable
data:
O significant financial difficulty of the
borrower or issuer;
O a breach of contract such as a default or
past dues;
O the restructuring of a loan or advance
by the Company on terms that the
Company would not consider otherwise;
- it is probable that the borrower will
enter bankruptcy or other financial
reorganisation; or
O the disappearance of an active market for
a security because of financial difficulties.
The Company follows ''simplified approach''
for recognition of impairment loss allowance
on trade receivables which do not contain
a significant financing component. The
application of simplified approach does not
require the Company to track changes in
credit risk. Rather, it recognises impairment
loss allowance based on lifetime impairment
pattern at each balance sheet date, right from
its initial recognition.
In all cases, the maximum period considered
when estimating expected credit losses is the
maximum contractual period over which the
Company is exposed to credit risk.
When determining whether the credit risk of
a financial asset has increased significantly
since initial recognition and when estimating
expected credit losses, the Company considers
reasonable and supportable information that
is relevant and available without undue cost
or effort. This includes both quantitative and
qualitative information and analysis, based
on the Company''s historical experience and
informed credit assessment and including
forward looking information.
The Company considers a financial asset to be
in default when:
O the borrower is unlikely to pay its credit
obligations to the Company in full,
without recourse by the Company to
actions such as realising security (if any is
held); or
O the financial asset is more than past due.
The gross carrying amount of a financial asset
is written off (either partially or in full) to the
extent that there is no realistic prospect of
recovery. This is generally the case when the
Company determines that the counterparty
does not have assets or sources of income that
could generate sufficient cash flows to repay
the amounts subject to write-off. However,
financial assets that are written off could still
be subject to enforcement activities in order
to comply with the Company''s procedures for
recovery of amounts due.
2. Financial liabilities
Financial liabilities are classified, at initial
recognition, as financial liabilities at fair value
through profit and loss, loans and borrowings,
payables, as appropriate.
a. Initial recognition and measurement
All financial liabilities are recognised
initially at fair value and, in the case of
loans and borrowings and payables, net
of directly attributable transaction costs.
The Company''s financial liabilities include
Borrowings, Other Financial Liabilities,
Trade Payables and Leases.
b. Subsequent measurement
All financial liabilities are subsequently
measured at amortized cost using
the effective interest method or at
FVTPL. For financial liabilities that are
denominated in a foreign currency
and are measured at amortized cost at
the end of each reporting period, the
foreign exchange gains and losses are
determined based on the amortized cost
of the instruments and are recognized in
''Other income''. The fair value of financial
liabilities denominated in a foreign
currency is determined in that foreign
currency and translated at the spot rate
at the end of the reporting period. For
financial liabilities that are measured as at
FVTPL, the foreign exchange component
forms part of the fair value gains or losses
and is recognized in profit or loss.
c. Derecognition
The Company derecognizes financial
liabilities when, and only when, the
Company''s obligations are discharged,
cancelled or have expired. The difference
between the carrying amount of the
financial liability derecognized and
the consideration paid and payable is
recognized in statement of profit and
loss.
d. Offsetting of financial instruments
Financial assets and financial liabilities
are offset and the net amount is reported
in the statement of assets and liabilities
if there is a currently enforceable legal
right to offset the recognised amounts
and there is an intention to settle on a net
basis, to realise the assets and settle the
liabilities simultaneously.
The carrying amounts of assets are reviewed at
each balance sheet date. If there is any indication of
impairment based on internal / external factors, an
impairment loss is recognised, i.e. wherever the carrying
amount of an asset exceeds its recoverable amount.
For impairment testing, assets that do not generate
independent cash inflows are Companied together into
cash-generating units (CGUs). Each CGU represents the
smallest Company of assets that generates cash inflows
that are largely independent of the cash inflows of other
assets or CGUs.
The recoverable amount of a CGU (or an individual asset)
is the higher of its value in use and its fair value less costs
to sell. Value in use is based on the estimated future cash
flows, discounted to their present value using a pre-tax
discount rate that reflects current market assessments
of the time value of money and the risks specific to the
CGU (or the asset).
The Company''s corporate assets (e.g., office building
for providing support to various CGUs) do not generate
independent cash inflows. To determine impairment of a
corporate asset, recoverable amount is determined for
the CGUs to which the corporate asset belongs.
An impairment loss is recognised if the carrying amount
of an asset or CGU exceeds its estimated recoverable
amount. Impairment losses are recognised in the
statement of profit and loss. Impairment loss recognised
in respect of a CGU is allocated first to reduce the
carrying amount of any goodwill allocated to the CGU,
and then to reduce the carrying amounts of the other
assets of the CGU (or group of CGUs) on a pro rata basis.
An impairment loss in respect of assets for which has
been recognised in prior periods, the Company reviews
at each reporting date whether there is any indication
that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in
the estimates used to determine the recoverable amount.
Such a reversal is made only to the extent that the asset''s
carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Borrowing costs are expensed in the period in which they
occur. Borrowing cost consist of interest and other costs
that an entity incurs in connection with the borrowing
of funds. Borrowing cost also includes exchange
differences to the extent regarded as an adjustment to
the borrowing costs.
Cash and cash equivalent in the statement of assets
and liabilities comprise cash at banks and on hand and
short-term deposits with an original maturity of three
months or less, which are subject to an insignificant risk
of changes in value. For the purpose of the statement of
cash flows, cash and cash equivalents consist of cash and
short-term deposits, as defined above, net of outstanding
bank overdrafts (if any) as they are considered an integral
part of the Company''s cash management.
Cash flows are reported using the indirect method,
whereby loss for the period is adjusted for the effects
of transactions of a non-cash nature, any deferrals or
accruals of past or future operating cash receipts or
payments and item of income or expenses associated
with investing or financing cash flows. The cash flows
from operating, investing and financing activities of the
Company are segregated.
Based on the nature of the event, the Company identifies
the events occurring between the balance sheet date
and the date on which the financial statements are
approved as Adjusting Event'' and ''Non-adjusting
event''. Adjustments to assets and liabilities are made
for events occurring after the balance sheet date that
provide additional information materially affecting the
determination of the amounts relating to conditions
existing at the balance sheet date or because of statutory
requirements or because of their special nature. For non¬
adjusting events, the Company may provide a disclosure
in the financial statements considering the nature of the
transaction.
The Company has determined the currency of the
primary economic environment in which the Company
operates, i.e., the functional currency, to be Indian
Rupees (INR). The financial statements are presented
in Indian Rupees, which is the Company''s functional and
presentation currency. All amounts have been rounded
to the nearest million up to two decimal places, unless
otherwise stated. Consequent to rounding off, the
numbers presented throughout the document may not
add up precisely to the totals and percentages may not
precisely reflect the absolute amounts.
Ministry of Corporate Affairs ("MCAâ) 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 31
March 2025, MCA has notified Ind AS - 117 Insurance
Contracts and amendments to Ind AS 116 - Leases,
relating to sale and leaseback transactions. The Company
has reviewed the new pronouncements and based on
its evaluation has determined that it does not have any
material impact in its financial statements.
Ministry of Corporate Affairs ("MCAâ) notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards)
Rules as issued from time to time. MCA has notified
amendments to Ind AS 21 - The Effects of Changes in
Foreign Exchange Rates with effect from 1 April 2025
(i) Allotted any class of shares as fully paid pursuant to contract(s) without payment being received in cash except as
mentioned in sr. no.(ii) below
(ii) Allotted fully paid up shares by way of bonus shares except for 28.5 Million shares of INR 2 each in bonus issue
during the financial year 2021-22.
(iii) Bought back any class of shares.
(g) As per the records of the Company, including its register of shareholders/members and other declarations received from
shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of
shares.
i) Retained earnings - Retained earnings are the profits that the Company has earned/incurred till date, less any transfers
to general reserve, dividends or other distributions paid to shareholders.
ii) Securities premium - Securities premium is used to record the premium on issue of shares. The reserve can be utilised
only for limited purposes such as issuance of fully paid bonus shares, writing off preliminary expenses, writing off expenses
related to share/debenture issues, providing for premium on redemption of preference shares or debentures, and buying
back company shares in accordance with the provisions of Section 52 of the Companies Act, 2013.
iii) ESOP reserves - The share options-based payment reserve is used to recognise the grant date fair value of options
issued to employees under Employee stock option plan. The Company transfers the amount from this reserve to security
premium account upon exercise of stock option by employees. In case of forfeiture, the Company transfer the amount
from this reserve to retained earning. Refer note 40 for further details.
(iv) Other comprehensive income: Other comprehensive income include re-measurement loss / (gain) on defined benefit
plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
The Company''s operational activities are expose it to various financial risks, including market risk, credit risk and liquidity
risk. The Company realizes that these risks are inherent and integral aspect of business. The Company continues to focus
on a system based approach to business risk management. The Company''s principal financial assets include trade and other
receivables, and cash and cash equivalents that derive directly from its operations.
The Company ensures that its financial risk activities which are governed by appropriate policies and procedures and that
financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. Risk
management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities.
Market risk is the risk that the fair value of the future cash flows of the financial instruments will fluctuate because of
changes in the prices of a financial instrument . The value of a financial instrument may change as a result of changes in
the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that effect
market risk sensitive instruments.
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 and short term borrowings obligations in the nature of term loan, cash credit
facilities and working capital loans.
The Indian Rupee is the Company''s most significant currency. As a consequence, the Company''s results are
presented in Indian Rupee and exposures are managed against Indian Rupee accordingly. Foreign currency risk is
the risk impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to
changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates
primarily to the foreign currency transactions on account of global operations and transactions in foreign currency
with its customers.
The Company is principally exposed to risk against SGD, USD, THB & AED. Sensitivity of profit or loss arises mainly
from SGD, USD, THB & AED denominated receivables and payables.
As per management''s assessment of reasonable possible changes in the exchange rate of ( /-) 5% between USD-
INR, SGD-INR, THB-INR & AED-INR currency pairs, sensitivity of profit or loss only on outstanding SGD, USD, THB
& AED denominated monetary items at the period end is presented below:
The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled
by delivering cash or another financial asset. The Company manages liquidity risk by maintaining adequate reserves and
banking facilities, by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of
financial assets and liabilities for the Company.
The table below summarises the maturity profile of the Company''s financial liabilities based on contracted undiscounted
payments (excluding transaction cost on borrowings).
As per management''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk
because the exposure at the end of the reporting period does not reflect the exposure during the year.
The Company is not involved in the provision and sale of products and hence, the Company is not exposed to
commodity price risk.
Credit risk is the risk of financial loss to the Company if client or counterparty to financial instrument fails to meet its
contractual obligations, and arises principally from the Company''s receivables from client and investment in mutual funds
and deposits with banks.
To manage credit risk, the Company periodically reviews its receivables from client for any non-recoverability of the
dues, taking in to account the inputs from business development team and ageing of trade receivables. The management
establishes an allowance for impairment that represents its expected credit losses in respect of trade and other financial
assets. The management uses a simplified approach for the purpose of computation of expected credit loss. While
computing expected credit loss, the management consider historical credit loss experience adjusted with forward looking
information.
D Price risk:
The Company is exposed to price risk mainly related to procurement of services such as Lounge access, Meet and Assist,
Golf course access etc. which can affect the direct cost of the Company. To manage this risk, the Company take steps to
pursue longer term and fixed contracts, where considered necessary. Additionally, processes related to such risks are
reviewed and controlled by management.
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in
a current transaction between willing parties, other than in a forced or liquidation sale.
* The carrying amounts are considered to approximate their fair values largely due to short term maturities of these
instruments.
1 There were no transfers between level 1 and level 2 and level 3 in any of the years reported above.
2 The level 1 financial instruments are measured using quotes in active market.
The Company''s objectives while managing capital is to safeguard its ability to continue as a going concern and optimise returns
for its shareholders. For the purpose of the Company''s capital management, capital includes issued equity capital and equity
reserves attributable to the equity shareholders and net debt includes interest bearing loans and borrowings less cash and
cash equivalents including other bank balances. The Company''s policy is to maintain a stable and strong capital structure with a
focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth
The Company makes contribution in the form of provident funds as considered defined contribution plans and contribution
to Employees Provided Fund OrgnisationThe Company has no further payment obligations once the contributions have
been paid. Following are the schemes covered under defined contributions plans of the Company:
Provident Fund Plan & Employee Pension Scheme: The Company makes monthly contributions at prescribed rates
towards Employee Provident Fund administered and managed by Ministry of Labour & Employment, Government of
India.
Employee State Insurance: The Company makes prescribed monthly contributions towards Employees State Insurance
Scheme and payment made to Employee State Insurance Corporation, Ministry of Labour & Employment, Government of
India.
The Company has charged the following costs in contribution to Provident and Other Funds in the Statement of Profit
and Loss:
The Company has charged the following costs in contribution to Provident and Other Funds in the Statement of Profit
and Loss:
The Company have an obligation towards gratuity, a defined benefit plan covering eligible employees as per the Payment
of Gratuity Act, 1972. The plan provides for a lump-sum payment to vested employees at retirement, death while in
employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year
of service. Vesting occurs upon completion of five years of service. The gratuity benefits are unfunded.
Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at the end
of each financial year. The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows by reference to market yields at the end of the reporting year on government bonds that have terms
approximating to the terms of the related obligation.
The Company has a leave encashment scheme with defined benefits for its employees. The Company makes provision
for such liability in the books of accounts on the basis of year end actuarial valuation. No fund has been created for this
scheme.
IV. For summarizing the components of net benefit expense recognized in the statement of profit and loss and the funded
status and amounts recognized in the balance sheet for the respective plans, the details are as under:
Employee Stock Option Plan 2021 namely "ESOP 2021â was adopted by the Board of Directors vide its resolution dated
September 28, 2021 and by the shareholders vide its resolution dated September 29, 2021. Under the ESOP 2021, the
Company granted stock options (""Grant 1"") to the eligible employees of Company which will vest over a period of 3 years
from date of Grant and are exercisable for a period of 5 years once vested.
The Nomination and Remuneration Committee of the Company has approved further grants (""Grant 2 and Grant 3"") under
ESOP 2021 with related vesting conditions. Vesting of the options would be subject to continuous employment and certain
performance parameters stipulated by the Nomination and Remuneration Committee of the Company. Hence the options
would vest with the passage of the time on meeting the performance parameters. However, the above performance condition
is only considered in determining the numbers of instruments that will ultimately vest. Options have been granted with vesting
period of up to 7 years and are exercisable for a period of 5 years once vested.
The fair value of the share options is estimated at the grant date using the Black- Scholes option pricing model, taking into
account the terms and conditions upon which the share options were granted.
There are no cash settlement alternatives. The Company does not have a past practice of cash settlement for these share
options.
41. During the year ended March 31, 2025, Nomination and remuneration committee of the Company had approved
allotment of 243,950 equity shares of face value of INR 2/- each at applicable exercise price to eligible employees under
the "Employee Stock Option Plan 2021". Accordingly, the Company had allotted 243,950 equity shares of face value of
INR 2 each to the eligible employees and that leads to increase in paid up equity share capital from INR 106.05 millions to
INR 106.54 millions.
During the previous year ended March 31, 2024, Nomination and remuneration committee of the Company had approved
allotment of 775,912 equity shares of face value of INR 2/- each at applicable exercise price to eligible employees under
the ""Employee Stock Option Plan 2021"". Accordingly, the Company had allotted 775,912 equity shares of face value of
INR 2 each to the eligible employees and that leads to increase in paid up equity share capital from INR 104.50 millions to
INR 106.05 millions.
42 During the year ended March 31,2025, the Company had declared and paid final dividend of INR 1.50/- per equity
share of face value INR 2/- each related to financial year ended March 31, 2024.
(i) Related parties and their relationships are as identified by the management and relied upon by the auditors. All
transactions are conducted in the ordinary course of business and at arm''s length.
(ii) Transactions with related parties during the year were based on terms that would be available to third parties. All
other transactions were made in ordinary course of business and at arm''s length price.
(iii) All outstanding balances are unsecured and are repayable on demand.
(iv) Above transactions do not include the provision made for gratuity, as they are determined on an acturial basis for the
Company as a whole. The decisions relating to the remuneration of the KMPs are taken by the Board of Directors of
the Company, in accordance with shareholders approval, wherever necessary.
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and
incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components and
for which discrete financial information is available. All operating segments operating results are reviewed regularly by Board
of Directors to make decisions about resources to be allocated to the segments and assess their performance. The Company''s
business activity falls within a single segment, which is providing benefit management services through a proprietary technology
platform, that empowers clients to tailor airport and lifestyles services offerings for their end customers, in terms of Ind AS
108 on Segment Reporting.
In view of the management, there is only one reportable segment as envisaged by Indian Accounting Standard 108, ''Operating
Segments'' as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder.
Accordingly, no disclosure for segment reporting has been made in the financial statements.
47. In the opinion of the management there is no reduction in value of any assets, unless otherwise stated, in terms of requirement
of Indian Accounting Standard - 36 " Impairment of Assets".
(i) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company
for holding any Benami property.
(ii) The Company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or
Section 560 of Companies Act, 1956.
(iii) The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC)
beyond the statutory year.
(iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related
parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are repayable on
demand or without specifying any terms or period of repayment.
(vi) The Company have not advanced or loaned or invested funds to any other person or entity, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Company (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vii) The Company have not received any fund from any person or entity, including foreign entities (Funding Party) with the
understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
viii) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey
or any other relevant provisions of the Income Tax Act, 1961.
(ix) The Company have not been declared a wilful defaulter by any bank or financial institution or other lender (as defined
under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by
the Reserve Bank of India.
(x) The Company has not revalued any of its property, plant and equipments or intangible assets during the year.
49. During the year ended March 31, 2024, a wholly owned subsidiary, Dreamfolks Service Pte Limited, has been incorporated
with 1 Share of 1 USD by the Company in Singapore. The Subsidiary operates within the same line of business as the
Dreamfolks Service Limited (The ""Holding Company""), focusing on providing benefit management services through
a technology platform, that empowers clients to tailor airport and lifestyles services offerings for their end customers.
Further, during the year ended March 31,2024, the Company has made an additional investment in shares of INR 3.20 Millions
(SGD 0.5 Millions) in the subsidiary. The shares corresponding to this investment were alloted during the year ending March
31, 2025. Accordingly, as on March 31, 2024, the amount has been presented under ""Other Non Current Financial Assets""
as Share application money pending allotment.
50. In the previous year, bank charges were presented under ""Finance Costs."" During the current year, the Company
has reclassified bank charges under ""Other Expenses"" to more appropriately reflect the nature of the expense.
Accordingly, the comparative figures have been regrouped to conform to the current year''s presentation.
The management believes that the reclassification does not have any material impact on information presented in the balance
sheet at the beginning of the preceding period, viz., 1 April 2023. Accordingly, the Company has not presented third balance
sheet in the financial statements.
51. As per the MCA notification dated August 5, 2022, the Central Government has notified the Companies (Accounts) Fourth
Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain the back-up of the books of
account and other relevant books and papers in electronic mode that should be accessible in India at all the time. Also, the
Companies are required to create back-up of accounts on servers physically located in India on a daily basis. The books of
account along with other relevant records and papers of the Company are maintained in electronic mode. These are readily
accessible in India at all times and a back-up is maintained in servers situated in India and The Company and its officers have
full access to the data in the servers.
52. The Company has used an accounting software for maintaining its books of accounts for the financial year ended March 31,
2025 which have a feature of recording audit trail (edit log) facility except audit trail functionality at the database level due to
inherent limitations of the software and the same has operated throughout the year for all relevant transactions recorded in
the accounting software systems. Further, during the course of our audit we did not come across any instance of audit trail
feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for
record retention.
No events have occurred between the reporting date and the date of approval of the standalone financial statements (i.e., up to
May 23, 2025) that would require adjustment to, or disclosure in, the financial statements in accordance with the requirements
of Ind AS 10 - Events after the Reporting Period.
For S S Kothari Mehta & Co. LLP Chairperson and Managing Director Director
Chartered Accountants DIN: 06849062 DIN: 01105819
Firm Reg. No. 000756N/N500441 Place: Gurugram Place: Gurugram
Date: 23-05-2025 Date: 23-05-2025
Partner Chief Financial Officer Company Secretary
Membership No: 087294 M.No.: 514643 M.No.: A41111
Place: Gurugram Place: Gurugram Place: Gurugram
Date: 23-05-2025 Date: 23-05-2025 Date: 23-05-2025
Mar 31, 2024
Estimation of fair value
The Company''s investment properties consist of two commercial properties in India.
As at 31 March 2024, the fair values of the investment properties are INR 24.55 Million. These valuations are based on valuations performed by Ajay Kumar Sharma (B.E.), an accredited independent valuer. Ajay Kumar Sharma (B.E.). is a specialist in valuing these types of investment properties and is a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. A valuation model in accordance with that recommended by the International Valuation Standards Committee has been applied.
The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.
(b) Terms and rights attached to equity shares
The Company has only one class of equity shares having nominal value of INR 2/- each (March 31, 2023: INR 2/- each). Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the Shareholders.
Description of nature and purpose of each reserve
a) Retained earnings - Retained earnings are the profits that the Company has earned till date, less dividends or other distributions paid to shareholders.
b) Securities premium - The amount received in excess of face value of the equity shares is recognised in Securities Premium. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.
c) ESOP reserves - The share options-based payment reserve is used to recognise the grant date fair value of options issued to employees under employee stock option plan. Refer note 39 for further details.
(e) Shares reserved for issue under employee stock option scheme is set out in Note 39 and Note 40.
(f) The Company for the period of five years immediately preceding the reporting date has not:
(i) Allotted any class of shares as fully paid pursuant to contract(s) without payment being received in cash except as mentioned in sr. no.(ii) below
(ii) Allotted fully paid up shares by way of bonus shares except for 28.5 Million shares of INR 2 each in bonus issue during the financial year 2021-22.
(iii) Bought back any class of shares.
i) The term loan balance as on March 31, 2024, is payable in 6 (March 31, 2023: 70) instalments. The interest on such loan is payable at MCLR - 1Y 0.90%. The loan has been taken against the security of Company''s investment property (Buildings)
Contract assets
A contract asset is the right to consideration in exchange for services transferred to the customer. If the Company performs by transferring services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. The contract assets are transferred to receivables when the rights to consideration become unconditional. This usually occurs when the Company issues an invoice to the customers.
Contract liabilities
A contract liability is the obligation to transfer services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers services to the customer, a contract liability is recognised when the payment is made. Contract liabilities are recognized as revenue when the Company performs under the contract.
The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Operating lease commitments- Company as lessee
The Company has lease contracts for office premises. Lease of premises have lease term of 9 years. During the year ended March 31,2023, the Lessor and Lessee has mutually agreed to deferred increase in the lease rent for a year. The impact of modification has been considered under ROU and Lease Liability accordingly.
Financial risk factors
The Company''s operational activities are expose it to various financial risks, including market risk, credit risk and liquidity risk. The Company realizes that these risks are inherent and integral aspect of business. The Company continues to focus on a system based approach to business risk management. The Company''s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations.
The Company ensures that its financial risk activities which are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities.
A Market risk:
Market risk is the risk that the fair value of the future cash flows of the financial instruments will fluctuate because of changes in the prices of a financial instrument . The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that effect market risk sensitive instruments.
i. Interest rate risk :
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long and short term borrowings obligations in the nature of term loan, cash credit facilities and working capital loans.
Interest rate sensitivity analysis shows that an decrease / increase of fifty basis points in the floating interest rates would result in decrease / increase in the Company''s profit / (loss) before tax by approximately INR 0.01 Million (March 31,2023: INR 0.05 Million).
ii. Foreign currency risk :
The Indian Rupee is the Company''s most significant currency. As a consequence, the Company''s results are presented in Indian Rupee and exposures are managed against Indian Rupee accordingly. Foreign currency risk is the risk impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the foreign currency transactions on account of global operations and transactions in foreign currency with its customers.
B Credit risk:
Credit risk from balances with banks and financial institutions is managed in accordance with the Company''s policy. Investments of surplus funds, when available, are made only with approved authorities. Credit limits of all authorities are reviewed by the management on regular basis. The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31,2024 and March 31,2023 is the carrying amounts.
Foreign currency sensitivity analysis
The Company is principally exposed to risk against USD. Sensitivity of profit or loss arises mainly from USD denominated receivables and payables.
As per management''s assessment of reasonable possible changes in the exchange rate of ( /-) 5% between USD- INR currency pair, sensitivity of profit or loss only on outstanding USD denominated monetary items at the period end is presented below:
C Liquidity risk:
The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities for the Company .
The table below summarises the maturity profile of the Company''s financial liabilities based on contracted undiscounted payments (excluding transaction cost on borrowings).
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
D Price risk:
The Company is exposed to price risk mainly related to procurement of services such as Lounge access, Meet and Assist, Golf course access etc. which can affect the direct cost of the Company. To manage this risk, the Company take steps to pursue longer term and fixed contracts, where considered necessary. Additionally, processes related to such risks are reviewed and controlled by management.
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. The carrying amounts of cash and cash equivalents, other bank balances, Lease liability, other financial assets
The Company''s objectives while managing capital is to safeguard its ability to continue as a going concern and optimise returns for its shareholders. For the purpose of the Company''s capital management, capital includes issued equity capital and equity reserves attributable to the equity shareholders and net debt includes interest bearing loans and borrowings less cash and cash equivalents including other bank balances. The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company''s funding requirements are met through internal accruals, short-term and long-term borrowings. No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2024 and March 31,2023.
The Company makes contributions towards a provident fund under a defined contribution retirement benefit plan for qualifying employees. The provident fund is administered by Employee Provident Fund Organisation. Under this scheme, the Company is required to contribute a specified percentage of payroll cost to fund the benefits.
Both the employees and the Company make pre-determined contributions to the provident fund. Amount recognized as expense amounts to INR 7.79 Million for the year ended March 31, 2024 (for the year ended March 31, 2023: INR 5.37 Million) under contributions to provident fund.
|
36 CONTINGENT LIABILITIES, CAPITAL AND OTHER COMMITMENTS : |
||
|
As at March 31, 2024 |
As at March 31, 2023 |
|
|
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) |
2.35 |
- |
|
Other Commitments |
- |
- |
|
Contingent Liabilities- Bank guarantees |
191.21 |
166.21 |
The Company have an obligation towards gratuity, a defined benefit plan covering eligible employees as per the Payment of Gratuity Act, 1972. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The gratuity benefits are unfunded.
Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting year on government bonds that have terms approximating to the terms of the related obligation.
The Company regularly assesses these assumptions with the projected long-term plans and prevalent industry standards.
The Company has a leave encashment scheme with defined benefits for its employees. The Company makes provision for such liability in the books of accounts on the basis of year end actuarial valuation. No fund has been created for this scheme.
IV. For summarizing the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plans, the details are as under:
Employee Stock Option Plan 2021 namely "ESOP 2021" was adopted by the Board of Directors vide its resolution dated September 28, 2021 and by the shareholders vide its resolution dated September 29, 2021. Under the ESOP 2021, the Company granted stock options (""Grant 1"") to the eligible employees of Company which will vest over a period of 3 years from date of Grant and are exercisable for a period of 5 years once vested. .
The Nomination and Remuneration Committee of the Company has approved further grants (""Grant 2 and Grant 3"") under ESOP 2021 with related vesting conditions. Vesting of the options would be subject to continuous employment and certain performance parameters stipulated by the Nomination and Remuneration Committee of the Company. Hence the options would vest with the passage of the time on meeting the performance parameters. However, the above performance condition is only considered in determining the numbers of instruments that will ultimately vest. Options have been granted with vesting period of up to 7 years and are exercisable for a period of 5 years once vested.
The fair value of the share options is estimated at the grant date using the Black- Scholes option pricing model, taking into account the terms and conditions upon which the share options were granted.
40 During the year, Nomination and remuneration committee of the Company had approved allotment of 775,912 equity shares of face value of INR 2 each at applicable exercise price to eligible employees under the "Employee Stock Option Plan 2021". Accordingly, the Company had allotted 775,912 equity shares of face value of INR 2 each to the eligible employees and that leads to increase in paid up equity share capital from INR 104.50 Millions to INR 106.05 Millions.
41 The Board of Directors at its meeting held on August 09, 2023, had declared an interim dividend of INR 0.50/- per equity share (Face value of INR 2/- per equity share). Total unclaimed interim dividend amount of INR 0.02 Millions has been transferred to unclaimed dividend account out of total amount of dividend of INR 26.51 Millions.
The Board of Directors have recommended final dividend of INR 1.50/- per equity share of face value of INR 2/- each. The payment of dividend is subject to the approval of the members at the Annual General Meeting of the Company.
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components and for which discrete financial information is available. All operating segments'' operating results are reviewed regularly by Board of Directors to make decisions about resources to be allocated to the segments and assess their performance. The Company''s business activity falls within a single segment, which is providing benefit management services through a proprietary technology platform, that empowers clients to tailor airport and lifestyles services offerings for their end customers, in terms of Ind AS 108 on Segment Reporting.
I n view of the management, there is only one reportable segment as envisaged by Indian Accounting Standard 108, ''Operating Segments'' as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. Accordingly, no disclosure for segment reporting has been made in the financial statements.
46 In the opinion of the management there is no reduction in value of any assets, unless otherwise stated, in terms of requirement of Indian Accounting Standard - 36 " Impairment of Assets".
47 There are no present obligations requiring provisions in accordance with the guiding principles as enunciated in Indian Accounting Standard - 37 ''Provisions, Contingent Liabilities & Contingent Assets''.
A) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
B) The Company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.
C) The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory year.
D) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
E) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are repayable on demand or without specifying any terms or period of repayment.
F) The Company have not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or
(b provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
G) The Company have not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
H) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
I) The Company have not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
During the year ended March 31,2023, the Company has completed Initial Public Offer (""IPO"") of equity shares of the face value of INR 2/- each at an issue price of INR 326/- per equity share, comprising offer for sale of 17,242,368 shares by selling shareholders. The equity shares of the Company has been listed on BSE Limited (""BSE"") and National Stock Exchange of India Limited ("NSE") on September 06, 2022. "Other financials assets" include expenses recoverable from the selling shareholders of INR Nil (March 31,2023: INR 22.47 Million). Further "Other financial liabilities" includes payable to selling share holders of INR 2.00 Million (March 31,2023: INR 45.43 Million)."
50 During the year ended March 31,2024, a wholly owned subsidiary, Dreamfolks Service Pte Limited, has been incorporated with 1 Share of 1USD by the company in Singapore. The Subsidiary operates within the same line of business as the Dreamfolks Service Limited (The "Holding Company"), focusing on providing benefit management services through a technology platform, that empowers clients to tailor airport and lifestyles services offerings for their end customers.
The company has made a additional investment in shares of INR 3.20 Millions (SGD 0.5 Millions) in Dreamfolks Services Pte Limited. This Investment is reported under "Other Non Current Financial Assets" as Share application money pending for allotment, as the shares have not yet been allotted."
51 The Company has been served with a demand of INR 23.32 Million for period July 2017 to March 2018 and of INR 13.69 Million for FY 2018-19 by the GST department. However, the management in consultation with their legal counsel believes that the said demand is not tenable. The Company has filed appeal for the period July 2017 to March 2018 during the year and is in the process of filing an appeal for FY 2018-19.
52 As per the MCA notification dated August 5, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain the back-up of the books of account and other relevant books and papers in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create back-up of accounts on servers physically located in India on a daily basis.
The books of account along with other relevant records and papers of the Company are maintained in electronic mode. These are readily accessible in India at all times and a back-up is maintained in servers situated in India and The Company and its officers have full access to the data in the servers.
53 As per Section 128 of the Companies Act, 2013 read with proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 with reference to use of accounting software by the Company for maintaining its books of account, has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such change were made and ensuring that the audit trail cannot be disabled is applicable with effect from the financial year beginning on 1 April 2023.
The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software.
Mar 31, 2023
The Company''s investment properties consist of two commercial properties in India. The management has determined that the investment properties consist of two classes of assets - office and retail - based on the nature, characteristics and risks of each property.
As at 31 March 2023, the fair values of the investment properties are INR 23.63 millions. These valuations are based on valuations performed by Ajay Kumar Sharma (B.E.), an accredited independent valuer. Ajay Kumar Sharma (B.E.). is a specialist in valuing these types of investment properties and is a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. A valuation model in accordance with that recommended by the International Valuation Standards Committee has been applied.
The Company has no restrictions on the realisability of its investment properties and no contractual obligations to purchase, construct or develop investment properties or for repairs, maintenance and enhancements.
The Company has only one class of equity shares having nominal value of INR 2/- each (March 31, 2022: Rs. 2/- each). Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the Shareholders.
(f) The Company for the period of five years immediately preceding the reporting date has not:
(i) Allotted any class of shares as fully paid pursuant to contract(s) without payment being received in cash except as mentioned in sr. no.(ii) below
(ii) Allotted fully paid up shares by way of bonus shares except for 28.5 million shares of INR 2 each in bonus issue during the financial year 2021-22.
(iii) Bought back any class of shares.
Contract assets
A contract asset is the right to consideration in exchange for services transferred to the customer. If the Company performs by transferring services to a customer before the customer pays consideration or before payment is due, a contract asset is recognized for the earned consideration that is conditional. The contract assets are transferred to receivables when the rights to consideration become unconditional. This usually occurs when the Company issues an invoice to the customers.
A contract liability is the obligation to transfer services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company transfers services to the customer, a contract liability is recognised when the payment is made. Contract liabilities are recognized as revenue when the Company performs under the contract.
* On September 10, 2021, the Company has sub-divided each fully paid up equity share of the nominal value of INR 10/-(Rupees Ten Only) each into 5 (five) equity shares of INR 2/- (Rupee two Only) each fully paid up and the weighted average number of shares have been adjusted for such division in line with requirements of IND AS 10.
** On September 25, 2021, the Company has issued the bonus shares in the ratio of 1.2:1 to the existing equity shareholders. Impact of the same has been considered in the calculation of Basic and Diluted EPS(LPS) and the weighted average number of shares have been adjusted for such bonus issue in line with requirements of IND AS 10.
# The Company granted stock options to the eligible employees of Company during the year ended March 31, 2022 and March 31, 2023 which were considered in the above diluted EPS .
The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
The Company has lease contracts for office premises. Lease of premises have lease term of 9 years. During the year the Lessor and Lessee has mutually agreed to deferred increase in the lease rent for a year. The impact of modifocation has been considered under ROU and Lease Liability accordingly.
The Company''s operational activities are expose it to various financial risks, including market risk, credit risk and liquidity risk. The Company realizes that these risks are inherent and integral aspect of business. The Company continues to focus on a system based approach to business risk management. The Company''s principal financial assets include trade and other receivables, and cash and cash equivalents that derive directly from its operations.
The Company ensures that its financial risk activities which are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company''s activities.
A Market risk:
Market risk is the risk that the fair value of the future cash flows of the financial instruments will fluctuate because of changes in the prices of a financial instrument . The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that effect market risk sensitive instruments.
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 and short term borrowings obligations in the nature of term loan, cash credit facilities and working capital loans.
The Indian Rupee is the Company''s most significant currency. As a consequence, the Company''s results are presented in Indian Rupee and exposures are managed against Indian Rupee accordingly.Foreign currency risk is the risk impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the foreign currency transactions on account of global operations and transactions in foreign currency with its customers which is presently not significant in comparison to the total operations of the Company .
Credit risk from balances with banks and financial institutions is managed in accordance with the Company''s policy. Investments of surplus funds, when available, are made only with approved authorities. Credit limits of all authorities are reviewed by the management on regular basis. The Company''s maximum exposure to credit risk for the components of the balance sheet at March 31,2023 and March 31,2022 is the carrying amounts.
The risk that an entity will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages liquidity risk by maintaining adequate reserves and banking facilities, by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities for the Company .
The table below summarises the maturity profile of the Company''s financial liabilities based on contracted undiscounted payments (excluding transaction cost on borrowings).
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are recognised and measured at fair value. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.The carrying amounts of trade receivables, unbilled revenue, trade payables, capital creditors, cash and cash equivalents, other financial assets and other financial liabilities (which are not disclosed below) are considered to be the same as their fair values, due to their short term nature.
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
* The carrying amounts are considered to approximate their fair values largely due to short term maturities of these instruments.
1 There were no transfers between level 1 and level 2 and level 3 in any of the years reported above.
2 The level 1 financial instruments are measured using quotes in active market.
The Company''s objectives while managing capital is to safeguard its ability to continue as a going concern and optimise returns for its shareholders. For the purpose of the Company''s capital management, capital includes issued equity capital and equity reserves attributable to the equity shareholders and net debt includes interest bearing loans and borrowings less cash and cash equivalents including other bank balances. The Company''s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company''s funding requirements are met through internal accruals, shortterm and long-term borrowings. No changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2023 and March 31,2022.
|
36 CONTINGENT LIABILTIES, CAPITAL AND OTHER COMMITMENTS : |
||
|
As at March 31, 2023 |
As at March 31, 2022 |
|
|
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) |
- |
- |
|
Other Commitments |
- |
- |
|
Contingent Liabilities- Bank guarantees |
166.21 |
- |
The Company makes contributions towards a provident fund under a defined contribution retirement benefit plan for qualifying employees. The provident fund is administered by Employee Provident Fund Organisation. Under this scheme, the Company is required to contribute a specified percentage of payroll cost to fund the benefits.
Both the employees and the Company make pre-determined contributions to the provident fund. Amount recognized as expense amounts to INR 5.37 million for the year ended March 31,2023 (for the year ended March 31,2022: INR 8.80 million) under contributions to provident and other funds.
The Company have an obligation towards gratuity, a defined benefit plan covering eligible employees as per the Payment of Gratuity Act, 1972. The plan provides for a lump-sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. Vesting occurs upon completion of five years of service. The gratuity benefits are unfunded.
Gratuity liability is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting year on government bonds that have terms approximating to the terms of the related obligation.
The Company regularly assesses these assumptions with the projected long-term plans and prevalent industry standards.
The Company has a leave encashment scheme with defined benefits for its employees. The Company makes provision for such liability in the books of accounts on the basis of year end actuarial valuation. No fund has been created for this scheme.
IV. For summarizing the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the respective plans, the details are as under
Employee Stock Option Plan 2021 namely "ESOP 2021" was adopted by the Board of Directors vide its resolution dated September 28, 2021 and by the shareholders vide its resolution dated September 29, 2021. Under the ESOP 2021, the Company granted stock options (""Grant 1"") to the eligible employees of Company which will vest over a period of 3 years from date of Grant and are exercisable for a period of 5 years once vested.
The Nomination and Remuneration Committee of the Company has approved further grants (""Grant 2"") under ESOP 2021 with related vesting conditions. Vesting of the options would be subject to continous employment and certain performance parameters stipulated by the Nomination and Remuneration Committee of the Company. Hence the options would vest with the passage of the time on meeting the performance parameters. However, the above performace condition is only considered in determining the numbers of instruments that will ultimately vest. Options have been granted with vesting period of upto 7 years and are exercisable for a period of 5 years once vested.
The fair value of the share options is estimated at the grant date using the Black- Scholes option pricing model, taking into account the terms and conditions upon which the share options were granted.
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components and for which discrete financial information is available. All operating segments'' operating results are reviewed regularly by Board of Directors to make decisions about resources to be allocated to the segments and assess their performance. The Company''s business activity falls within a single segment, which is providing airport services to help its Clients to achieve their business goals, in terms of Ind AS 108 on Segment Reporting.
In view of the management, there is only one reportable segment as envisaged by Indian Accounting Standard 108, ''Operating Segments'' as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder. Accordingly, no disclosure for segment reporting has been made in the financial statements.
The Board of Directors of the Company in its meeting held on September 2, 2021 have approved sub-division of existing authorised share capital of the Company from Rs. 50.00 million consisting of 5,000,000 equity shares of face value of INR 10 each to 25,000,000 equity shares of face value of INR 2 each and sub-division of existing issued, subscribed and paid-up equity share capital of the Company from Rs. 47.50 million consisting of 4,750,000 equity shares of face value of INR 10 each to 23,750,000 equity shares of face value of Rs. 2 each. This has been approved by the shareholders in their extra-ordinary general meeting held on September 10, 2021.
43 ISSUE OF BONUS SHARES
The Board of Directors of the Company in its meeting held on September 24, 2021 have approved issuance of bonus shares in the ratio of 1:1.2 to existing equity shareholders by capitalizing a sum of Rs. 57.00 million out of the reserves of the Company, pursuant to which issued, subscribed and paid-up equity share capital of the Company stands increased from Rs. 47.50 million consisting of 23,750,000 equity shares of face value of INR 2 each to Rs. 104.50 million consisting of 52,250,000 equity shares of face value of INR 2 each. This has been approved by the shareholders in their extra-ordinary general meeting held on September 25, 2021.
44 The Company has outstanding undrawn sanction limit of fund based working capital of Rs. 10 million as at March 31,2023 (Rs. 10 million as at March 31,2022) bearing interest rate @ repo rate 4.5%. The above sanction limit is taken based on personal guarantee of promoters of the Company.
45 CHANGE IN STATUS AND NAME OF THE COMPANY
During the year ending 31 March 2022, the status of the Company has changed from private to public company.
46 In accordance with the provisions of section 135 of the Companies Act, 2013 ("Act"), the Board of Directors of the Company had constituted a Corporate Social Responsibility (CSR) Committee. During the year, the Committee has approved the budget outlay of Rs. 4.26 million (March 31,2022: Rs.4.61 million) for Corporate Social Responsibility (CSR). The Company has made payments in accordance with provisions of the Companies Act 2013 and rules made thereunder.
47 In the opinion of the management there is no reduction in value of any assets, unless otherwise stated, in terms of requirement of Indian Accounting Standard - 36 " Impairment of Assets".
48 There are no present obligations requiring provisions in accordance with the guiding principles as enunciated in Indian Accounting Standard - 37 ''Provisions, Contingent Liabilities & Contingent Assets''.
A) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
B) The Company do not have any transactions with struck off companies under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.
C) The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory year.
D) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.
E) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person, that are repayable on demand or without specifying any terms or period of repayment.
F) The Company have not advanced or loaned or invested funds to any other person or entity, including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
G) The Company have not received any fund from any person or entity, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
H) The Company do not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
I) The Company have not been declared a wilful defaulter by any bank or financial institution or other lender (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
50 Recent pronouncements Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1,2023, as below:
The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general-purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it is no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company is evaluating the impact, if any, in its financial statements.
The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.
During the year the Company has completed Initial Public Offer ("IPO") of equity shares of the face value of Rs. 2/- each at an issue price of Rs. 326/- per equity share, comprising offer for sale of 17,242,368 shares by selling shareholders. The equity shares of the Company has been listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on September 06, 2022. "Other financials assets" include expenses recoverable from the selling shareholders of INR 22.47 millions (March 31,2022: INR 41.10 million). Further "Other financial liabilities" includes payble to selling share holders of INR 45.43 millions (March 31,2022: INR Nil).
During the year the Company has completed the acquisition of 60% equity share of Vidsur Golf Private limited ("Vidsur Golf") on March 02, 2023. Accordingly, Vidsur Golf has become a subsidiary of the Parent Company. Out of the total purchase consideration of INR 15 million, 7.50 million was paid in cash and balance 7.50 million is recognised under "Other current financial liabilities" as payable and which had been already paid before approving of these financial statements.
Vidsur Golf is an aggreator which ties up golf clubs directly or indirectly including through masters aggregators and offers the golf course game and lesson access to its clients which are primarly network providers and card issuers for their end users.
53 As per the MCA notification dated August 5, 2022, the Central Government has notified the Companies (Accounts) Fourth Amendment Rules, 2022. As per the amended rules, the Companies are required to maintain the back-up of the books of account and other relevant books and papers in electronic mode that should be accessible in India at all the time. Also, the Companies are required to create back-up of accounts on servers physically located in India on a daily basis.
The books of account along with other relevant records and papers of the Company are maintained in electronic mode. These are readily accessible in India at all times and a back-up is maintained in servers situated in India and The Company and its officers have full access to the data in the servers.
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