A Oneindia Venture
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Notes to Accounts of Happiest Minds Technologies Ltd.
Mar 31, 2025
Impairment of goodwill
The Goodwill of'' 1,887 lakhs relates to business acquisition ofOSS Cube Solutions Limited and '' 611 lakhs relates to the business acquisition of Cupola Technology Private Limited which has been allocated to OSS Cube and Internet of things (IoT) cash generating units (CGUs) respectively. Goodwill related to OSS cube is fully impaired.
Goodwill is tested for impairment on an annual basis by the Company. The recoverable value of the CGU is determined based on value-in-use calculation using the cash flow projections based on the financial budgets approved by the management covering a five year period.
The discount rate is based on the Weighted Average Cost of Capital (WACC) which represents the weighted average return attributable to all the assets of the CGU.
There is no impairment noted in the IoT CGU based on the assessment performed by the management. Management has performed sensitivity analysis around the base assumption and have concluded that no reasonable possible change in key assumptions would cause the recoverable amount of the IoT CGU lower than the carrying amount of CGU.
( i) No trade or other receivable are due from Directors or other officers of the Company either severally or jointly with
any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any Director is a partner, a Director or a member, except as disclosed in note 39
(ii) Trade receivables are non-interest bearing and are generally on terms of 0 to 180 days.
(iii) For terms and conditions relating to related party receivables refer note 39
(iv) For unbilled revenue refer note 8
Note:
Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.
(1) During the year ended March 31,2025, Employee Stock Option Trust (ESOP trust) issued 6,92,441 (March 31,2024 - 7,54,616) equity shares to the employees upon exercise of employee stock options.
(2) The outstanding equity shares as at April 01, 2023, March 31, 2024 and March 31, 2025 are presented net of treasury shares.
(iii) Terms/ rights attached to equity shares
The Company has a single class of equity share of par value '' 2 each. Each holder of the equity shares is entitled to one vote per share and carries a right to dividends as and when declared by the Company.
In the event of liquidation of the Company, the holders of equity shares, will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts.
(a) Rupee term loan of '' 12,430 lakhs from Federal bank carries an effective interest rate of 7.9% per annum (March 31, 2024 : 7.9%). The loan is repayable in 120 monthly installment commencing from August 15, 2022 and will mature on July 15, 2032. The proceeds from the loan was utilized for the acquisition of building - SJR Equinox, including the land comprised therein, situated at Electronic City, Bangalore. The loan is secured by way of exclusive charge on such land and building together with all the fixtures in the building along with lien on fixed deposits equivalent to three months equated monthly instalments (refer note 8).
c) Cash flow hedge reserve :
The Company uses foreign currency forward contracts to hedge the highly probable forecasted transaction and interest rate swaps to hedge the interest rate risk associated with foreign currency term loan. The effective portion of fair value gain/loss of the hedge instrument is recognised in the cash flow hedge reserve. Amounts recognised in the cash flow hedge reserve is reclassified to the Statement of Profit and Loss when the hedged item affects profit or loss.
d) Share options outstanding reserve :
The share based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee Stock Option Plan.
The Company had entered into a Cross currency interest rate swap with respect to this loan, equal to the tenor of the loan, resulting in an effective interest rate of 4.21% per annum.
(b) During the year, the Company has taken unsecured loan with limit reducing over the tenure of 60 months from Federal bank, which carries interest rate of 8.60% p.a. The loan is repayable in 60 months.
(c) 4,500 rated, listed, negotiable, unsecured, redeemable non-convertible debentures (NCDs) aggregating to '' 4,500 lakhs were issued during FY 22-23 on a private placement basis carrying a coupon rate of 3m T-bill 2.35% p.a payable quarterly. Each NCD has face value of '' 1 lakh and is redeemable at face value at the end of 3rd year from the date of allotment. The NCDs were allotted on March 27, 2023 and will mature on March 27, 2026. The proceeds from NCDs has been utilised for general corporate purpose. The investor and the Company has put and call option respectively, for the redemption of debenture at face value on the coupon payment date falling at the expiry of one year or two years from the deemed date of allotment. During FY24-25, Company has exercised the call option on March 27, 2025 (call option date) and repaid '' 4,500 lakhs.
The company had issued 4,500 and 3,500 rated, listed, negotiable, unsecured, redeemable non-convertible debentures (NCDs) aggregating to '' 8,000 lakhs were issued during FY 23-24 on a private placement basis, carrying a coupon rate of 3m T-bill 2.35% p.a payable quarterly. Each NCD has face value of '' 1 lakh and is redeemable at face value at the end of 3rd year from the date of respective allotment. NCDs were allotted on 8th May, 2023 and 26th September, 2023 respectively and will mature on 8th May, 2026 and 26th September, 2026 respectively. The proceeds from NCDs has been utilised for general corporate purpose. The investor and the issuer has put and call option respectively, for the redemption of debenture at face value on the coupon payment date falling on the expiry of one year or two years from the deemed date of allotment. Consequently, the NCDs are classified as current borrowings.
(d) Company has availed lines of credit from banks in the form of Packing Credit in Foreign Currency (PCFC) and Overdraft to meet the working capital requirements and other short term requirements.
Packing credit in foreign currency:
During the current year the total sanctioned limit was '' 31,500 lakhs (March 31, 2024 - '' 29,000 lakhs). Loans were drawn in USD which carried floating interest rate benchmarked to SOFR Spread. Interest rates ranged from 5.04% to 6.27% (March 31, 2024 : 4.76% to 6.24%). Tenor of the loan ranged from 90 days to 180 days. Loans were secured by way of pari-passu charge on current assets of the Company. These loans were sanctioned as revolving credit which will be renewed on periodic basis. The loans stipulate certain financial covenants as per the terms agreed and the Company has complied with all the covenants to the satisfaction of the banks.
Overdraft facility:
During the current year the total sanctioned limit was '' 59,800 lakhs (March 31, 2024 - '' 9,500 lakhs). Interest rates ranged from 7.90% to 8.55% (March 31, 2024 8.50%). Loans were fully secured by way of lien on fixed deposit equivalent to '' 65,880 lakhs (March 31, 2024 - '' 10,700 lakhs) (refer note 14)
Non-fund based facility:
Company has non-fund based revolving facility of '' 7,827 lakhs (March 31, 2024 - '' 767 lakhs) which can be used for issuance of letter of credits and bank guarantees
26.4 The Company has applied practical expedient as given in Ind AS 115 for not disclosing the remaining performance obligation for contracts that have original expected duration of one year or lesser and for contracts where the revenue recognized corresponds directly with the value to the customer of the entity''s performance completed to date, typically those contracts where invoicing is on time-and-material. The Company has fixed price contracts for a period of more than one year, the remaining performance obligation for these contracts is '' 6,955 lakhs (March 31, 2024: '' 818 lakhs). The revenue for remaining performance obligation is expected to be recognised over period of 1-3 years (March 31,2024: 1-3 years).
(i) On May 22, 2024, the Company acquired entire equity interest of Pure Software Technologies Private Limited (''PSTPL''), India for total consideration of '' 75,044 lakhs, comprising cash consideration of '' 64,229 lakhs, cash consideration for cancellation of share based payments of '' 399 lakhs and fair value of contingent consideration of '' 10,415 lakhs payable over next two years. The contingent consideration is indexed to EBITDA and PSTPL''s revenues for the financial year 2024-25 and 2025-26.
The contingent consideration is classified as a financial liability as per Ind AS 109 ''Financial Instruments'' and is measured at fair value. The Accounting Standard mandates that any subsequent changes in such fair value will have to be recognized in the statement of profit and loss. The Company has re-measured the fair value of the contingent consideration as at March 31,2025 and the change in fair value of '' 2,344 lakhs has been recognised in the statement of profit and loss and disclosed as an âExceptional Item'' for the year ended March 31,2025.
(ii) On January 1, 2023, the Company obtained operational and management control of Sri Mookambika Infosolutions Private Limited (âSMI''), a Madurai based Company which provides IT services. The Company acquired 100% equity in SMI for total consideration of '' 13,694 lakhs, comprising cash consideration of '' 11,132 lakhs and fair-value of contingent consideration of '' 2,562 lakhs payable over the next 2 years subject to achievement of set targets.
The contingent consideration was classified as a financial liability as per Ind AS 109 ''Financial Instruments'' and was measured at fair value. The Accounting Standard mandates that any subsequent changes in such fair value will have to be recognized in the statement of profit and loss. The total consideration for acquisition of SMI includes a contingent consideration payable over a period of 2 years ending December 31, 2024. The Group has re-measured the fair value of the liability as at March 31, 2024 and the change in fair value of '' 143 lakhs and is recognized as gain on derecognition of contingent consideration in the statement of profit and loss and disclosed as an âExceptional Item'' for the year ended March 31, 2024.
(i) Defined contribution plans - Provident Fund and others
The Company makes contributions for qualifying employees to Provident Fund and other defined contribution plans. During the year, the Company recognised '' 4,891 lakhs (March 31,2024 : '' 4,551 lakhs) towards defined contribution plans.
(ii) Defined benefit plans (funded):
The Company provides for gratuity for employees in India as per the Payment of Gratuity (Amendment) Act, 2018. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The Gratuity plan of the Company is funded with qualifying Insurance Company.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The following payments are expected cash flows to the defined benefit plan in future years:
Expected contributions to defined benefits plan for the year ended March 31, 2025 is '' 240 lakhs (March 31, 2024 : '' 240 lakhs). The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 6 years (March 31, 2024: 4 years). The expected maturity analysis of undiscounted gratuity is as follows:
e) The fair value of remaining financial instruments are determined on transaction date based on discounted cash flows calculated using lending/ borrowing rate. Subsequently, these are carried at amortized cost. The carrying amount of the remaining financial instruments are the reasonable approximation of their fair value.
The fair value of the financial assets and liabilities are measured 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 following methods and assumptions were used to estimate the fair values:
a) The fair value of liquid mutual funds is based on the net assets value (NAV) as declared by the fund house.
b) The Company has entered into foreign currency forward contract and Cross currency interest rate swap (CCIRS) to hedge the highly probable forecast transactions. The derivative financial instrument is entered with the financial institutions with investment grade ratings. Foreign exchange forward contracts and CCIRS are valued based on valuation models which include use of market observable inputs. The mark to market valuation is provided by the financial institution as at reporting date. The valuation of derivative contracts are categorised as level 2 in fair value hierarchy disclosure.
c) The management assessed that cash and cash equivalent, trade receivables, trade payables, other financial assets (current), other financial liability (current), bank overdraft and cash credit, lease liabilities (current) and loans to employees approximates their fair value largely due to short-term maturities of these instruments. Further the management also estimates that the carrying amount of foreign currency term loan at fixed interest rates are the reasonable approximation of their fair value and the difference between carrying amount and their fair value is not significant.
d) The Company has valued contingent consideration by using the monte carlo simulation approach.
The Company''s principal financial liabilities comprise of borrowings, lease obligation, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include security deposits, investments, trade and other receivables and cash and cash equivalents that is derived directly from its operations. The Company also enters into derivative transactions for hedging purpose.
The Company''s activities exposes it to market risk, liquidity risk and credit risk. The Company''s risk management is carried out by the management under the policies approved by the Board of Directors that help in identification, measurement, mitigation and reporting all risks associated with the activities of the Company. These risks are identified on a continuous basis and assessed for the impact on the financial performance. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes will be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
A) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments.
i. Foreign currency risk
The Company''s operates in various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company''s operating activities. The Company transacts in various currencies but foreign currency risk primarily arises from USD, GBP and EUR.
The Company uses foreign currency forward contract and CCIRS governed by its board approved policy to mitigate its foreign currency risk that are expected to occur within the period for forecasted sales. The counterparty for these contracts is generally a reputed scheduled bank. The Company reports quarterly to a committee of the board, which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of sale that is denominated in the foreign currency.
Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.
ii. Interest rate risk
I nterest 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 Redeemable Non-convertible debenture (NCD)s with floating interest rates. The Company was not exposed to interest rate risk as at March 31, 2025 since all its financial assets or liabilities were either non-interest bearing or are at fixed interest rate and are carried at amortised cost.
Sensitivity:
The impact of change in interest rate by /- 50 basis point have an immaterial impact on the profit before tax of the Company. Hence, the sensitivity has not been disclosed.
iii. Price risk
The Company is not exposed to Price risk as at March 31, 2025. During the year ended March 31, 2025, the company exposure to price risk arises for investment in mutual funds held by the company. To manage its price risk arising from investments in mutual funds, the Company diversified its portfolio.
C) Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables, unbilled revenue and contract assets) and from its investing activities (primarily deposits with banks).
Revenue from one customer comprises around 13% of the total revenue of the Company. The remaining revenue of the Company is spread across wide range of customers. For receivables turnover ratio, refer note 43.
(i) Trade receivables, unbilled revenue and contract assets.
Trade receivables, unbilled revenue and contract assets are typically unsecured and derived from revenue from contracts with customers. Customer credit risks is managed by each business units subject to Company''s policy and procedures which involves continuously monitoring the credit worthiness of customers to which the Company grants/credits in the normal course of business. The Company follows âsimplified approach'' for recognition of impairment loss allowance on trade receivable. Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime expected credit losses at each reporting date, right from initial recognition. The company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company''s historical experience with customers.
38 Capital management
For the purpose of the Company''s capital management, capital includes issued equity capital, convertible preference shares, securities premium and all other equity reserves. The primary objective of the Company''s capital management is to maintain a strong capital base to ensure sustained growth in business and to maximize the shareholders value. The capital management focuses to maintain an optimal structure that balances growth and maximizes shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. 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 includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents. The Company''s gearing ratio, which is net debt divided by total capital plus net debt is as below:
Other financial assets and cash deposit
Credit risk from balances with the banks, loans, investments in mutual funds and other financial assets are managed by the company based on the company policy and is managed by the Company''s Treasury Team. Investment of surplus fund is made only with approved counterparties. The Company''s maximum exposure to credit risk is the carrying amount of such assets as disclosed in note 37 above.
D) 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 position and maintains adequate source of financing.
As of the end of the reporting period, the Group has access to undrawn borrowing facilities amounting to '' 21,370 lakhs (March 31,2024: '' 18,054 lakhs).
The table below summarises the maturity profile of the Company''s financial liabilities at the reporting date. The amounts are based on contractual undiscounted payments.
Terms and conditions of transactions with related parties:
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions.
Loan of'' 2520 Lakhs (USD 3 mn) which was given to Happiest Minds Inc. during the previous year which carried an interest rate of 4.93% p.a. has been repaid in full during the current year. Fresh loan of '' 1250 Lakhs(USD 1.46 mn) at the rate overnight SOFR spread of 50bps has been given during the current year. tenure of the loan is for a period of 3 years. Loan from Sri Mookambika Infosolutions Private Limited of '' 3815 Lakhs carries an interest rate of 7.90% p.a. is repaid in FY 24-25.
Loan from PureSoftware Technologies Private Limited of '' 3500 Lakhs carries an interest rate of 7.90% p.a.Outstanding balance as on 31.03.25 is '' 350 Lakhs.
The rate of interest applicable shall be equal to the RBI repo rate as at the date if the loan plus 140 basis points. The average interest rate for the period outstanding for the year is 7.90%.
All other outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2024: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
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41 Commitments and Contingent Liabilities i) Contingent Liabilties: |
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March 31,2025 |
March 31,2024 |
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Claims against the Company, not acknowledged as debts (including interest and penalty) |
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Goods and Service Tax - denial of input tax credit on expenses and difference in GSTR-3B and GSTR-1 |
836 |
- |
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ii) Capital Commitments |
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March 31,2025 |
March 31,2024 |
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Capital commitments towards purchase of capital assets |
892 |
413 |
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iii) Other claims against the Company not provided for in the books
a) The Company is also subject to certain other claims and suits that arise from time to time in the ordinary conduct of its business. While the Company currently believes that such claims, individually or in aggregate, will not have a material adverse impact on its financial position, cash flows, or results of operations, the litigation and other claims are subject to inherent uncertainties, and management''s view of these matters may change in the future. Where an unfavourable final outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact on the Company''s business, reputation, financial condition, cash flows, and results of operations for the period in which the effect becomes reasonably estimable.
Employee Share Option Plan (ESOP)
The Company instituted the Employee Share Option Plan 2011 ("ESOP 2011") and Equity Incentive Plan 2011 ("EIP 2011") for eligible employees during the year ended March 2012 which was approved by the Board of Directors (Board) on October 18, 2011 and January 19, 2012 duly amended by the Board on January 22, 2015.
Besides the above plan, the Company has also instituted Employee Share Option Plan 2014 ("ESOP 2014") duly approved by the Board on October 20, 2014 and by the shareholders on January 22, 2015. The Company has also instituted Employee Share Option Plan 2015 ("ESOP 2015") duly approved by the Board on June 30, 2015 and by the shareholders on July 22, 2015. During year ended 2018, the Company has amended ESOP 2014 and all options granted under ESOP 2014 be deemed to be granted under ESOP 2011 duly approved by the Board on October 25, 2017. The plans are separate for USA employees (working out of the United States America - "USA") and employees working outside USA. The Company administers these plans.
On April 29, 2020 the Board of the Company approved Happiest Minds Employee Stock Option Scheme 2020 ("ESOP 2020") consisting of 70,00,000 equity shares. The Company will henceforth issue grants under the ESOP 2020 only.
The contractual term of each option granted is 5-8 years.
(b) The Company has not given any loans and advances in the nature of loan granted to promoters, Directors and KMPs.
(c) The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.
(d) The Company does not have any transactions with the companies struck off under section 248 of the Companies Act, 2013.
(e) The Company does not have any charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.
(f) 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
(g) 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 (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.
(h) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(i) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(j) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
44 No significant events have occurred after the end of the reporting period.
45 The Company has maintained proper books of account as required by law and has backup on daily basis of such books of account maintained in electronic mode and has used an accounting software for maintaining its books of account for the year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility except at database level for the software used to maintain revenue records. Audit trail has been preserved by the Company as per the statutory requirements for record retention.
46 The Company publishes Standalone Financial Statements along with the Consolidated Financial Statements. In accordance with Ind AS 108, Operating segments, the Company has disclosed the segment information in the Consolidated Financial Statements. Accordingly, the segment information is given in the Consolidated Financial Statements. of Happiest Minds Technologies Limited and its subsidiaries for the year ended March 31, 2025.
47 The Board of Directors of the Company at their meeting held on May 12, 2025, recommended the payout of a final dividend of '' 3.5/- per equity share of face value '' 2/- each for the financial year ended March 31, 2025 . This recommendation is subject to approval of shareholders at the 14th Annual General Meeting of the Company scheduled to be held on July 29, 2025.
48 Rules in relation to ''The Code on Social Security, 2020 (''Code'')'' yet to be notified and the final rules/interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect.
49 The Company maintains the information and documents as required under the transfer pricing regulations under Section 92-92F of the Income Tax Act, 1961. The management is in the process of updating the transfer pricing documentation for the financial year 2022 - 2023 and is of the view that its transactions are at arm''s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
50 Previous year''s figures have been regrouped/ reclassified wherever necessary to conform with current year classification.
Mar 31, 2024
Impairment of goodwill
The Goodwill of '' 1,887 Lakhs relates to business acquisition of OSS Cube Solutions Limited and '' 611 Lakhs relates to the business acquisition of Cupola Technology Private Limited which has been allocated to OSS Cube and Internet of things (IoT) cash generating units (CGUs) respectively. Goodwill related to OSS cube is fully impaired.
Goodwill is tested for impairment on an annual basis by the Company. The recoverable value of the CGU is determined based on value-in-use calculation using the cash flow projections based on the financial budgets approved by the management covering a five year period.
The discount rate is based on the Weighted Average Cost of Capital (WACC) which represents the weighted average return attributable to all the assets of the CGU.
There is no impairment noted in the IoT CGU based on the assessment performed by the management. Management has performed sensitivity analysis around the base assumption and have concluded that no reasonable possible change in key assumptions would cause the recoverable amount of the IoT CGU lower than the carrying amount of CGU.
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 legal ownership of shares.
(v) The Company has not issued any bonus shares or shares for consideration other than cash during the period of five years immediately preceding the reporting date.
(1) During the year ended March 31, 2024, Employee Stock Option Trust (ESOP trust) issued 7,54,616 (March 31, 2023 - 5,79,688) equity shares to the employees upon exercise of employee stock options.
(2) The outstanding equity shares as at April 01, 2022, March 31,2023 and March 31, 2024 are presented net of treasury shares.
(3) The Company raised capital of '' 50,000 Lakhs through Qualified Institutions Placement (âQIPâ) of equity shares. The Fund-Raising Committee of the Board of Directors of the Company, at its meeting held on July 14, 2023, approved the allotment of 54,11,255 equity shares of face value '' 2 each to eligible investors at a price '' 924 per equity share (including a premium of '' 922 per equity share).
(iii) Terms/ rights attached to equity shares
(ii) Terms/ rights attached to convertible preference shares
Each holder of CCPS is entitled to receive a preferential non-cumulative dividend at 14% per annum on the par value of each share if declared by the Board of directors. Holders of CCPS shall receive preferential dividend in preference
The Company has a single class of equity share of par value '' 2 each. Each holder of the equity shares is entitled to one vote per share and carries a right to dividends as and when declared by the Company.
In the event of liquidation of the Company, the holders of equity shares, will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts.
to dividend payable on equity shares and shall not participate in any further dividends declared on Equity Shares. Preference shareholders are also entitled to vote in the shareholders meeting.
Holders of CCPS are entitled to participate in the surplus proceeds (which is subject to a limit of two times the amount invested) from the liquidation event, if any, on a pro-rata basis along with all other holders of equity shares on a fully diluted basis.
The holders of the preference share at their option can require the Company to convert all or a part of Series A preference shares held by them into equity shares at any time during the conversion period in according to the conversion ratio defined in the agreement (i.e. 1:163).
All the preference shares shall be converted into equity shares in the ratio of 1:163 on occurrence of the following event:
1. On expiry of the conversion period.
2. Later of (a) Date of filing Red herring prospectus with SEBI (b) Such other date as may be permitted by law in connection with Qualified IPO.
3. Upon the holders of a majority of the investors shares exercising the conversion right with respect to preference shares held by them.
(i) Nature and purpose of other reserves
a) Securities premium account :
Securities premium account has been created consequent to issue of shares at premium. The reserve can be utilised in accordance with the provisions of the Companies Act 2013.
b) Retained earnings :
Retained earnings comprises of prior years and current year''s undistributed earnings/accumulated losses after tax.
c) Cash flow hedge reserve :
The Company uses foreign currency forward contracts to hedge the highly probable forecasted transaction and interest rate swaps to hedge the interest rate risk associated with foreign currency term loan. The effective portion of fair value gain/loss of the hedge instrument is recognised in the cash flow hedge reserve. Amounts recognised in the cash flow hedge reserve is reclassified to the Statement of Profit and Loss when the hedged item affects profit or loss.
d) Share options outstanding reserve :
The share based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee Stock Option Plan.
(a) Foreign currency term loan of '' 6,025 Lakhs (USD 8.25 million) from Federal bank carries a fixed interest rate of 3.2% per annum (March 31,2023 : 3.2% per annum). The loan is repayable in 36 equal monthly instalments commencing from February 28, 2021 and will mature on Jan 29, 2024. The loan is secured by the way of exclusive charge on movable fixed assets of the Company (excluding leased asset charged to Hewlett Packard) and also by lien on fixed deposit equivalent to two months instalments plus interest (refer note 14). The loan was raised exclusively for funding the acquisition of Happiest Minds Inc. (formerly known as PGS Inc.). The loan has been repaid in full during current financial year
(b) Rupee term loan of '' 12,430 Lakhs from Federal bank carries an effective interest rate of 7.9% per annum (March 31, 2023 : 7.9%). The loan is repayable in 120 monthly installment commencing from August 15, 2022 and will mature on July 15, 2032. The proceeds from the loan was utilized for the acquisition of building -SJR Equinox, including the land comprised therein, situated at Electronic City, Bengaluru. The loan is secured by way of exclusive charge on such land and building together with all the fixtures in the building along with lien on fixed deposits equivalent to three months equated monthly instalments (refer note 8).
The Company has entered into an Cross currency interest rate swap with respect to aforementioned loan over the tenure, which has resulted in an effective interest rate of 4.21% per annum.
(c) 4,500 rated, listed, negotiable, unsecured, redeemable non-convertible debentures (NCDs) aggregating to '' 4,500 Lakhs were issued during FY 22-23 on a private placement basis carrying a coupon rate of 3m T-bill 2.35% p.a payable quarterly. Each NCD has face value of '' 1 lakh and is redeemable at face value at the end of 3rd year from the date of allotment. The NCDs were allotted on March 27, 2023 and will mature on March 27, 2026. The proceeds from NCDs has been utilised for general corporate purpose. The investor and the issuer has put and call option respectively, for the redemption of debenture at face value on the coupon payment date falling at the expiry of one year or two years from the deemed date of allotment. Consequently, the NCDs are classified as current borrowings.
During the year, the company has issued 4,500 and 3,500 rated, listed, negotiable, unsecured, redeemable non-convertible debentures (NCDs) aggregating to '' 8,000 Lakhs on a private placement basis, carrying a coupon rate of 3m T-bill 2.35% p.a payable quarterly. Each NCD has face value of '' 1 lakh and is redeemable at face value at the end of 3rd year from the date of respective allotment. NCDs were allotted on 8th May, 2023 and 26th September, 2023 respectively and will mature on 8th May, 2026 and 26th September 2026 respectively. The proceeds from NCDs has been utilised for general corporate purpose. The investor and the issuer has put and call option respectively, for the redemption of debenture at face value on the coupon payment date falling on the expiry of one year or two years from the deemed date of allotment. Consequently, the NCDs are classified as current borrowings.
(d) PCFC loan taken from Kotak Mahindra carries an interest rate ranging 5.85% to 6.14% p.a. (March 31,2023 - 4.91% to 5.51% p.a) and is repayable within 90-120 days.
PCFC loan taken from RBL bank carries an interest rate ranging 6.15% to 6.24% p.a. (March 31,2023 - 5.68% to 5.88% p.a.) and is repayable within 90-120 days.
PCFC loan taken from Federal bank carries an interest rate of 6.16% p.a. (March 31,2023 - 5.55% to 5.66% p.a.) and is repayable within 90-120 days.
PCFC loan taken from ICICI bank carries an interest rate of 4.76% to 6.16% p.a. (March 31,2023 - 5.89% to 5.96% p.a.) and is repayable within 90-120 days.
PCFC loan taken from Axis bank carries an interest rate of 6.16% p.a. (March 31, 2023 - 5.89% to 5.96% p.a.) and is repayable within 90-180 days.
PCFC loan taken from Citibank carries an interest rate of 6.15% to 6.18% p.a. (March 31, 2023 - nil) and is repayable within 90-120 days.
All PCFCs are fully secured by way of pari-passu charge on current assets of the Company.
(e) PCFC loan taken in previous year from Axis bank was unsecured and carried an interest rate of 5.98% p.a and was repayable within 90 days.
(f) Overdraft facility from SBI bank amount to '' 9,500 Lakhs (March 31, 2023 - '' 15,000 Lakhs) carries an interest rate of 8.50% p.a. (March 31, 2023 - 7.95% p.a) and is repayable on demand. Amount utilised as at March 31, 2024 is 573 Lakhs (March 31, 2023 - '' 7,119 Lakhs). Overdraft facility is fully secured by the way of lien on fixed deposit of '' 10,700 Lakhs (Refer note 14)
(g) PCFC loan from RBL bank, Federal bank, Kotak Mahindra, NCDs and Rupee term loan from Federal bank contains covenants pertaining to current ratio, interest coverage ratio, EBIDTA to interest ratio, total outstanding liability to adjusted tangible net worth ratio, total debt to EBIDTA, Debt service coverage ratio. The Company has satisfied all the debt covenants prescribed in the terms of the borrowings. Other borrowings doesn''t have any debt covenants. The Company has not defaulted in any of the loans payable. Monthly statement of book debts filed by the Company with banks in respect of the PCFC facilities, are in agreement with the books of accounts.
26.4 The Company has applied practical expedient as given in Ind AS 115 for not disclosing the remaining performance obligation for contracts that have original expected duration of one year or lesser. The Company has fixed price contracts for a period of more than one year, the remaining performance obligation for these contracts is '' 818 Lakhs (March 31, 2023: '' 4,953 Lakhs). The revenue for remaining performance obligation is expected to be recognised over period of 1-3 years (March 31, 2023: 1-3 years).
On January 1, 2023, the Company obtained operational and management control of Sri Mookambika Infosolutions Private Limited (âSMI''), a Madurai based Company which provides IT services, through a Control Agreement. The Company acquired 100% equity in SMI for total consideration of '' 13,694 Lakhs, comprising cash consideration of '' 11,132 Lakhs and fair-value of contingent consideration of '' 2,562 Lakhs payable over the next 2 years subject to achievement of set targets.The Company paid the cash consideration of '' 11,132 Lakhs on February 6, 2023 and the shares were transferred on the same day.
The contingent consideration was classified as a financial liability as per Ind AS 109 ''Financial Instruments'' and was measured at fair value. The Accounting Standard mandates that any subsequent changes in such fair value will have to be recognized in the statement of profit and loss. The total consideration for acquisition of SMI includes a contingent consideration payable over a period of 2 years ending December 31,2024. The Group has re-measured the fair value of the liability and the change in fair value of '' 143 Lakhs (March 31, 2023: Nil) is recognized as gain on derecognition of contingent consideration in the statement of profit and loss and disclosed as an âExceptional Item'' for the year ended March 31,2024.
(i) Defined contribution plans - Provident Fund and others
The Company makes contributions for qualifying employees to Provident Fund and other defined contribution plans. During the year, the Company recognised '' 4,551 Lakhs (March 31, 2023 : '' 3,738 Lakhs) towards defined contribution plans.
(ii) Defined benefit plans (funded):
The Company provides for gratuity for employees in India as per the Payment of Gratuity (Amendment) Act, 2018. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The Gratuity plan of the Company is funded with qualifying Insurance Company.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The following payments are expected cash flows to the defined benefit plan in future years:
Expected contributions to defined benefits plan for the year ended March 31, 2024 is '' 240 Lakhs (March 31,2023 : '' 240 Lakhs). The weighted average duration of the defined benefit plan obligation at the end of the reporting period is 4 years (March 31,2023: 4 years). The expected maturity analysis of undiscounted gratuity is as follows:
Notes:
The fair value of the financial assets and liabilities are measured 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 following
methods and assumptions were used to estimate the fair values:
a) The fair value of liquid mutual funds is based on the net assets value (NAV) as declared by the fund house.
b) The Company has entered into foreign currency forward contract and Cross currency interest rate swap (CCIRS) to hedge the highly probable forecast transactions. The derivative financial instrument is entered with the financial institutions with investment grade ratings. Foreign exchange forward contracts and CCIRS are valued based on valuation models which include use of market observable inputs. The mark to market valuation is provided by the financial institution as at reporting date. The valuation of derivative contracts are categorised as level 2 in fair value hierarchy disclosure.
c) The management assessed that cash and cash equivalent, trade receivables, trade payables, other financial assets (current), other financial liability (current), bank overdraft and cash credit, lease liabilities (current) and loans to employees approximates their fair value largely due to short-term maturities of these instruments. Further the management also estimates that the carrying amount of foreign currency term loan at fixed interest rates are the reasonable approximation of their fair value and the difference between carrying amount and their fair value is not significant.
d) The Company has valued contingent consideration by using the monte carlo simulation approach.
e) The fair value of remaining financial instruments are determined on transaction date based on discounted cash flows calculated using lending/ borrowing rate. Subsequently, these are carried at amortized cost. The carrying amount of the remaining financial instruments are the reasonable approximation of their fair value.
For financial assets carried at fair value, their carrying amount are equal to their fair value.
The Company''s principal financial liabilities comprise of borrowings, lease obligation, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include security deposits, investments, trade and other receivables and cash and cash equivalents that is derived directly from its operations. The Company also enters into derivative transactions for hedging purpose.
The Company''s activities exposes it to market risk, liquidity risk and credit risk. The Company''s risk management is carried out by the management under the policies approved by the Board of Directors that help in identification, measurement, mitigation and reporting all risks associated with the activities of the Company. These risks are identified on a continuous basis and assessed for the impact on the financial performance. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes will be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
A) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments.
i. Foreign currency risk
The Company operates in various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company''s operating activities.
The Company uses foreign currency forward contract and CCIRS governed by its board approved policy to mitigate its foreign currency risk that are expected to occur within the period for forecasted sales. The counterparty for these contracts is generally a reputed scheduled bank. The Company reports quarterly to a committee of the board, which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of sale that is denominated in the foreign currency.
Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.
The Group enters into derivative financial instruments such as foreign currency forward contracts and Cross currency interest rate swaps to mitigate the risk of changes in exchange rates. Details of the derivative contracts held by the Company are included in Note 37(B)
* Represents number below rounding off norms of the Company.
ii. Interest rate risk
I nterest 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 Redeemable Non-convertible debentures (NCD)s with floating interest rates. The Company was not exposed to interest rate risk as at March 31,2022 since all its financial assets or liabilities were either non-interest bearing or are at fixed interest rate and are carried at amortised cost.
Sensitivity:
The impact of change in interest rate by /- 50 basis point have an immaterial impact on the profit before tax of the Company. Hence, the sensitivity has not been disclosed.
iii. Price risk
The Company is not exposed to Price risk as at March 31,2024. During the year ended March 31,2023, the company exposure to price risk arises for investment in mutual funds held by the company. To manage its price risk arising from investments in mutual funds, the Company diversified its portfolio.
Sensitivity:
The sensitivity of profit or loss to change in Net assets value (NAV) as at year end for investment in mutual funds.
not track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime expected credit losses at each reporting date, right from initial recognition. The company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix takes into account, available external and internal credit risk factors and the Company''s historical experience with customers. Ageing of trade receivables and the provision in books for trade receivables:
C) Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables, unbilled revenue and contract assets) and from its investing activities (primarily deposits with banks).
Revenue from one customer comprises around 13% of the total revenue of the Company. The remaining revenue of the Company is spread across wide range of customers. For receivables turnover ratio, refer note 43.
(i) Trade receivables, unbilled revenue and contract assets.
Trade receivables, unbilled revenue and contract assets are typically unsecured and derived from revenue from contracts with customers. Customer credit risks are managed by each business units subject to Company''s policies and procedures which involves continuously monitoring the credit worthiness of customers to which the Company grants credits in the normal course of business. The Company follows âsimplified approach'' for recognition of impairment loss allowance on trade receivable. Under the simplified approach, the Company does
Other financial assets and cash deposit
Credit risk from balances with the banks, loans, investments in mutual funds and other financial assets are managed by the company based on the company policy and is managed by the Company''s Treasury Team. Investment of surplus fund is made only with approved counterparties. The Company''s maximum exposure to credit risk is the carrying amount of such assets as disclosed in note 37 above.
D) 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 position and maintains adequate source of financing.
The Company has access to the following undrawn borrowing facilities at the end of the reporting period:
For the purpose of the Company''s capital management, capital includes issued equity capital, convertible preference shares, securities premium and all other equity reserves. The primary objective of the Company''s capital management is to maintain a strong capital base to ensure sustained growth in business and to maximize the shareholders value. The capital management focuses to maintain an optimal structure that balances growth and maximizes shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. 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 includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents. The Company''s gearing ratio, which is net debt divided by total capital plus net debt is as below:
Terms and conditions of transactions with related parties:
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Loans of '' 738 (USD 1 mn) '' 1492 (USD 2 mn) given to Happiest Minds Inc. carries an interest rate of 4.93% p.a and 5.367% p.a. respectively and is repayable after 3 years. Loan from Sri Mookambika Infosolutions Private Limited of '' 900 carries an interest rate of 7.317% p.a. is repaid in FY 23-24. All other outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2023: 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.
ii) Other claims against the Company not provided for in the books
a) With respect to the License Agreement entered in June 2018 between the Company and a customer, for providing software services, the customer terminated the agreement claiming non-satisfactory delivery of services and damages of '' 623 Lakhs. The customer has also initiated arbitration proceedings which the Company is currently contesting and is of the view that claim is not tenable and accordingly no adjustments are made in the financial statements.
b) There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As a matter of caution, the Group has taken cognizance of the matter on a prospective basis from the date of the SC order. The Group will update its provision, if any, required, on receiving further clarity on the subject.
c) The Company is also subject to certain other claims and suits that arise from time to time in the ordinary conduct of its business. While the Company currently believes that such claims, individually or in aggregate, will not have a material adverse impact on its financial position, cash flows, or results of operations, the litigation and other claims are subject to inherent uncertainties, and management''s view of these matters may change in the future. Where an unfavourable final outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact on the Company''s business, reputation, financial condition, cash flows, and results of operations for the period in which the effect becomes reasonably estimable.
Employee Share Option Plan (ESOP)
The Company instituted the Employee Share Option Plan 2011 ("ESOP 2011â) and Equity Incentive Plan 2011 ("EIP 2011â) for eligible employees during the year ended March 2012 which was approved by the Board of Directors (Board) on October 18, 2011 and January 19, 2012 duly amended by the Board on January 22, 2015.
Besides the above plan, the Company has also instituted Employee Share Option Plan 2014 ("ESOP 2014") duly approved by the Board on October 20, 2014 and by the shareholders on January 22, 2015. The Company has also instituted Employee Share Option Plan 2015 ("ESOP 2015") duly approved by the Board on June 30, 2015 and by the shareholders on July 22, 2015. During year ended 2018, the Company has amended ESOP 2014 and all options granted under ESOP 2014 be deemed to be granted under ESOP 2011 duly approved by the Board on October 25, 2017. The plans are separate for USA employees (working out of the United States America - "USA") and employees working outside USA. The Company administers these plans.
On April 29, 2020 the Board of the Company approved Happiest Minds Employee Stock Option Scheme 2020 ("ESOP 2020") consisting of 70,00,000 equity shares. The Company will henceforth issue grants under the ESOP 2020 only.
(b) The Company has not given any loans and advances in the nature of loan granted to promoters, directors and KMPs.
(c) The Company has not been declared a willful defaulter by any bank or financial institution or other lender.
(d) The Company does not have any transactions with the companies struck off under section 248 ofthe Companies Act, 2013.
(e) The Company does not have any charges or satisfaction yet to be registered with Registrar of Companies beyond the statutory period.
(f) 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
(g) 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 (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.
(h) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(i) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(j) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
44 Events after reporting period
(i) On April 24, 2024, the Parent signed definitive agreements to acquire 100% of the equity share capital of PureSoftware Technologies Private Limited (âPureSoftwareâ), a Noida based company, for a total purchase consideration of US $ 94.5 Million ('' 77,900 Lakhs) (Upfront of '' 63,474 Lakhs on closing and deferred consideration of upto '' 14,426 Lakhs payable at the end of FY25 on achievement of set performance targets) subject to closing conditions set out in the agreement. The Company is expecting to close this transaction by May 31,2024.
(ii) On April 18, 2024, the Parent signed share purchase agreement to acquire 100% of the equity interest in Macmillan Learning India Private Limited, a Bengaluru based company, for a total purchase consideration of '' 444 Lakhs. The Company paid the purchase consideration on April 30, 2024 and the shares were subsequently transferred to Company''s name.
(iii) The Board of Directors of the Company at its meeting held on March 13, 2024 had approved the Scheme of Amalgamation of Sri Mookambika Infosolutions Private Limited (Wholly Owned Subsidiary - Transferor Company) with the Company (Holding Company - Transferee Company) and their respective Shareholders and Creditors, pursuant to Sections 230 to 232 and other relevant provisions of the Companies Act, 2013. The Company has filed the application with National Company Law Tribunal, Bengaluru on March 27, 2024 and the NCLT has admitted the application on April 17, 2024.
45 The Company publishes Standalone Financial Statements along with the Consolidated Financial Statements. In accordance with Ind AS 108, Operating segments, the Company has disclosed the segment information in the Consolidated Financial Statements. Accordingly, the segment information is given in the Consolidated Financial Statements of Happiest Minds Technologies Limited and its subsidiaries for the year ended March 31,2024.
46 The Board of Directors of the Company at their meeting held on May 6, 2024, recommended the payout of a final dividend of '' 3.25/- per equity share of face value '' 2/- each for the financial year ended March 31,2024 . This recommendation is subject to approval of shareholders at the 13th Annual General Meeting of the Company scheduled to be held on June 28, 2024.
47 Rules in relation to ''The Code on Social Security, 2020 (''Code'')'' yet to be notified and the final rules/interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect.
48 The Company maintains the information and documents as required under the transfer pricing regulations under Section 92-92F of the Income Tax Act, 1961. The management is in the process of updating the transfer pricing documentation for the financial year 2022 - 2023 and is of the view that its transactions are at arm''s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
49 Previous year''s figures have been regrouped/ reclassified wherever necessary to conform with current year classification.
Mar 31, 2023
Impairment of Goodwill
The Goodwill of '' 1,887 lakhs relates to business acquisition of OSS Cube Solutions Limited and '' 611 lakhs relates to the business acquisition of Cupola Technology Private Limited which has been allocated to OSS Cube and Internet of things (IoT) cash generating units (CGUs) respectively. Goodwill related to OSS cube is fully impaired.
Goodwill is tested for impairment on an annual basis by the Company. The recoverable value of the CGU is determined based on value-in-use calculation using the cash flow projections based on the financial budgets approved by the management covering a five year period.
The discount rate is based on the Weighted Average Cost of Capital (WACC) which represents the weighted average return attributable to all the assets of the CGU.
There is no impairment noted in the IoT CGU based on the assessment performed by the management. Management has performed sensitivity analysis around the base assumption and have concluded that no reasonable possible change in key assumptions would cause the recoverable amount of the IoT CGU lower than the carrying amount of CGU.
(i) No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member, except as disclosed in note 38.
(ii) Trade receivables are non-interest bearing and are generally on terms of 0 to 180 days.
(iii) For terms and conditions relating to related party receivables refer note 38.
(iv) For unbilled revenue refer note 8.
(1) During the year ended March 31,2023, Employee Benefit Trust (EBT) issued 5,79,688 (March 31,2022 - 8,25,563) equity shares to the employees upon exercise of employee stock options.
(2) The outstanding equity shares as at April 01, 2021, March 31, 20222 and March 31, 2023 are presented net of treasury shares.
(iii) Terms/ Rights Attached to Equity Shares
The Company has a single class of equity share of par value '' 2 each. Each holder of the equity shares is entitled to one vote per share and carries a right to dividends as and when declared by the Company.
In the event of liquidation of the Company, the holders of equity shares, will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts.
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 legal ownership of shares.
(v) The Company has not issued any bonus shares or shares for consideration other than cash during the period of five years immediately preceding the reporting date.
(i) Nature and Purpose of Other Reserves
a) Securities Premium Account :
Securities premium account has been created consequent to issue of shares at premium. The reserve can be utilised in accordance with the provisions of the Companies Act 2013.
b) Retained Earnings :
Retained earnings comprises of prior years and current year''s undistributed earnings/accumulated losses after tax.
c) Cash Flow Hedge Reserve :
The Company uses foreign currency forward contracts to hedge the highly probable forecasted transaction and interest rate swaps to hedge the interest rate risk associated with foreign currency term loan. The effective portion of fair value gain/loss of the hedge instrument is recognised in the cash flow hedge reserve. Amounts recognised in the cash flow hedge reserve is reclassified to the Statement of Profit and Loss when the hedged item affects profit or loss.
d) Share Options Outstanding Reserve :
The share based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee Stock Option Plan.
(a) Foreign currency term loan of '' 6,025 lakhs (USD 8.25 million) from Federal bank carries a fixed interest rate of 3.2% per annum (March 31,2022 : 3.2% per annum). The loan is repayable in 36 equal monthly instalments commencing from February 28, 2021 and will mature on Feb 28, 2024. The loan is secured by the way of exclusive charge on movable fixed assets of the Company (excluding leased asset charged to Hewlett Packard) and also by lien on fixed deposit equivalent to two months instalments plus interest (refer note 14). The loan was raised exclusively for funding the acquisition of Happiest Minds Inc. (formerly known as PGS Inc.).
(b) Rupee term loan of '' 12,430 lakhs from Federal bank carries an effective interest rate of 7.9% per annum (March 31,2022 : Nil). The loan is repayable in 120 monthly installment commencing from August 15, 2022 and will mature on July 15, 2032. The proceeds from the loan was utilized for the acquisition of land and building at SJR Equinox in Bengaluru. The loan is secured by way of exclusive charge on such land and building together with all the fixed assets in the building and lien on fixed deposits equivalent to three months instalments plus interest (refer note 8).
The Company has entered into an Cross currency interest rate swap with respect to aforementioned loan over the tenure wherein it will pay USD 15.6 million at an effective interest rate of 4.21% per annum and receive '' 12,430 lakhs at an interest rate of 7.9% per annum.
(c) 4,500 rated, listed, negotiable, unsecured, redeemable non-convertible debentures (NCDs) aggregating to '' 4,500 lakhs were issued during the year on a private placement basis carrying a coupon rate of 3m T-bill 2.35% p.a payable quarterly. Each NCD has face value of '' 1 lakh and is redeemable at face value at the end of 3rd year from the date of allotment. The NCDs were allotted on March 27, 2023 and will mature on March 27, 2026. The proceeds from NCDs will be utilised for general corporate purpose. The investor and the issuer has the option to put or call for the redemption of debenture at face value on the coupon payment date falling on the expiry of one year or two years from the deemed date of allotment (i.e. March 23, 2023). Consequently, the NCDs are disclosed under current borrowings.
(d) PCFC loan taken from Kotak Mahindra carries an interest rate ranging 4.91% to 5.51% p.a. (March 31,2022 - 1.2% p.a.) and is repayable within 90-120 days.
PCFC loan taken from RBL bank carries an interest rate ranging 5.68% to 5.88% p.a. (March 31,2022 - 1.28% to 1.32% p.a.) and is repayable within 90 days.
PCFC loan taken from Federal bank carries an interest rate of 5.55% to 5.66% p.a. (March 31,2022 - 1.10% to 1.39% p.a.) and is repayable within 90 days.
PCFC loan taken from ICICI bank carries an interest rate of 5.89% to 5.96% p.a. (March 31, 2022 - 1.15% to 1.45% p.a.) and is repayable within 90 days.
PCFC from RBL is secured by the way of lien on fixed deposit of '' 200 lakhs and by pari-passu charge on current assets of the Company. Refer note 15. All other PCFC are fully secured by the way of pari-passu charge on current assets of the Company.
(e) PCFC loan taken from Axis bank is unsecured, carries an interest rate of 5.98% p.a. (March 31,2022 - Nil) and is repayable within 90 days.
(f) Overdraft facility from SBI bank amount to '' 15,000 lakhs carries an interest rate of 7.95% p.a. (March 31,2022 - Nil) and is repayable on demand. Amount utilised as at March 31,2023 is '' 7,119 lakhs (March 31,2022 - Nil). Overdraft facility is fully secured by the way of lien on fixed deposit of '' 15,000 lakhs. Refer note 15.
(g) PCFC loan from RBL bank, Federal bank, Kotak Mahindra, NCDs and Rupee term loan from Federal bank contains covenants pertaining to current ratio, interest coverage ratio, EBIDTA to interest ratio, total outstanding liability to adjusted tangible net worth ratio, total debt to EBIDTA, Debt service coverage ratio. The Company has satisfied all the debt covenants prescribed in the terms of the borrowings. Other borrowings doesn''t have any debt covenants. The Company has not defaulted in any of the loans payable. Quarterly statements of current assets filed by the Company with banks in respect of the PCFC facilities are in agreement with the books of accounts.
The Company has applied practical expedient as given in Ind AS 115 for not disclosing the remaining performance obligation for contracts that have original expected duration of one year or lesser. The Company has fixed price contracts for a period of more than one year, the remaining performance obligation for these contracts is '' 4,953 lakhs (March 31,2022: '' 8,488 lakhs). The revenue for remaining performance obligation is expected to be recognised over period of 1-3 years (March 31, 2022: 1-3 years).
(i) During the year ended March 31,2023 and March 31,2022, there is a rent concession allowed as a direct consequence of the Covid-19 pandemic. Rent concession has resulted in revised consideration for the lease that is less than the consideration for the lease immediately preceding the change. Reduction in lease payments affect only payments originally due on or before the June 30, 2022 (revised from earlier period of June 30,2021) and there is no substantive change to other terms and conditions of the lease. As a practical expedient, the Company has elected not to assess rent concession as a lease modification. The Company has accounted the change in lease payments resulting from rent concession in the same way as it would account for the change under Ind AS 116, if the change were not a lease modification.
(ii) An American national and an ex-employee on September 9, 2019 had filed a class-action complaint against the Parent Company before the United States District Court, Northern District of California, San Jose Division, alleging that the Parent Company engaged in discriminatory employment practices. During the adjudication process, the Court felt that the matter could be resolved through mediation and directed the parties to go in for an mediation/ settlement. The parties concluded a settlement of '' 200 lakhs during year ended March 2021. During the year ended March 31, 2022, the Company received reimbursements from the insurance company covering settlement and related expenses amounting to '' 200 lakhs which has been presented under âOther Income''.
(i) Defined contribution plans - Provident Fund and others
The Company makes contributions for qualifying employees to Provident Fund and other defined contribution plans. During the year, the Company recognised '' 3,738 lakhs (March 31,2022 : '' 2,808 lakhs) towards defined contribution plans.
(ii) Defined Benefit Plans (Funded):
The Company provides for gratuity for employees in India as per the Payment of Gratuity (Amendment) Act, 2018. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The Gratuity plan of the Company is funded with qualifying Insurance Company.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The fair value of the financial assets and liabilities are measured 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 following methods and
assumptions were used to estimate the fair values:
a) The fair value of liquid mutual funds is based on the net assets value (NAV) as declared by the fund house.
b) The Company has entered into foreign currency forward contract and Cross currency interest rate swap (CCIRS) to hedge the highly probable forecast transactions. The derivative financial instrument is entered with the financial institutions with investment grade ratings. Foreign exchange forward contracts and CCIRS are valued based on valuation models which include use of market observable inputs. The mark to market valuation is provided by the financial institution as at reporting date. The valuation of derivative contracts are categorised as level 2 in fair value hierarchy disclosure.
c) The management assessed that cash and cash equivalent, trade receivables, trade payables, other financial assets (current), other financial liability (current), bank overdraft and cash credit, lease liabilities (current) and loans to employees approximates their fair value largely due to short-term maturities of these instruments. Further the management also estimates that the carrying amount of foreign currency term loan at fixed interest rates are the reasonable approximation of their fair value and the difference between carrying amount and their fair value is not significant.
d) The Company has valued contingent consideration by using the monte carlo simulation approach.
e) The fair value of remaining financial instruments are determined on transaction date based on discounted cash flows calculated using lending/ borrowing rate. Subsequently, these are carried at amortized cost. The carrying amount of the remaining financial instruments are the reasonable approximation of their fair value.
For financial assets carried at fair value, their carrying amount are equal to their fair value.
The Company''s principal financial liabilities comprise of borrowings, lease obligation, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include security deposits, investments, trade and other receivables and cash and cash equivalents that is derived directly from its operations. The Company also enters into derivative transactions for hedging purpose.
The Company''s activities exposes it to market risk, liquidity risk and credit risk. The Company''s risk management is carried out by the management under the policies approved by the Board of Directors that help in identification, measurement, mitigation and reporting all risks associated with the activities of the Company. These risks are identified on a continuous basis and assessed for the impact on the financial performance. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes will be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
A) Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments.
i. Foreign Currency Risk
The Company''s operates in various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company''s operating activities.
The Company uses foreign currency forward contract and CCIRS governed by its board approved policy to mitigate its foreign currency risk that are expected to occur within the period for forecasted sales. The counterparty for these contracts is generally a reputed scheduled bank. The Company reports quarterly to a committee of the board, which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of sale that is denominated in the foreign currency.
Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.
The Group enters into derivative financial instruments such as foreign currency forward contracts and Cross currency interest rate swaps to mitigate the risk of changes in exchange rates. Details of the derivative contracts held by the Group are included in Note 36(B).
* Represents number below rounding off norms of the Company.
I n management''s opinion, the sensitivity analysis is unrepresentative of the inherent foreign exchange risk as the year end exposure does not reflect the exposure during the year.
ii. 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 Redeemable Non-convertible debenture (NCD)s with floating interest rates''. The Company was not exposed to interest rate risk as at March 31,2022 since all its financial assets or liabilities were either non-interest bearing or are at fixed interest rate and are carried at amortised cost.
Sensitivity:
The impact of change in interest rate by /- 50 basis point have an immaterial impact on the profit before tax of the Company. Hence, the sensitivity has not been disclosed.
iii. Price Risk
The Company is not exposed to Price risk as at March 31, 2023. During the year ended March 31, 2022, the company exposure to price risk arises for investment in mutual funds held by the company. To manage its price risk arising from investments in mutual funds, the Company diversified its portfolio.
C) Credit Risk
Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables, unbilled revenue and contract assets) and from its investing activities and from investing activities (primarily deposits with banks).
Revenue from one customer comprises around 14% of the total revenue of the Company. The remaining revenue of the Company is spread across wide range of customers. For receivables turnover ratio, refer note 42.
(i) Trade Receivables, Unbilled Revenue and Contract Assets.
Trade receivables, unbilled revenue and contract assets are typically unsecured and derived from revenue from contracts with customers. Customer credit risks is managed by each business units subject to Company''s policy and procedures which involves continuously monitoring the credit worthiness of customers to which the Company grants credits in the normal course of business. The Company follows âsimplified approach'' for recognition of impairment loss allowance on trade receivable. Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime expected credit losses at each reporting date, right from initial recognition. The company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company''s historical experience with customers. Ageing of trade receivables and the provision in books for trade receivables:
Other Financial Assets and Cash Deposit
Credit risk from balances with the banks, loans, investments in mutual funds and other financial assets are managed by the company based on the company policy and is managed by the Company''s Treasury Team. Investment of surplus fund is made only with approved counterparties. The Company''s maximum exposure to credit risk is the carrying amount of such assets as disclosed in note 37 above.
D) 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 it to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its position and maintains adequate source of financing.
For the purpose of the Company''s capital management, capital includes issued equity capital, convertible preference shares, securities premium and all other equity reserves. The primary objective of the Company''s capital management is to maintain a strong capital base to ensure sustained growth in business and to maximize the shareholders value. The capital management focuses to maintain an optimal structure that balances growth and maximizes shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. 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 includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents. The Company''s gearing ratio, which is net debt divided by total
Terms and conditions of transactions with related parties:
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Loans of '' 738 (USD 1 mn) '' 1492 (USD 2 mn) given to Happiest Minds Inc. carries an interest rate of 4.93% p.a and 5.367% p.a. respectively and is repayable after 3 years. Loan from Sri Mookambika Infosolutions Private Limited of '' 900 carries an interest rate of 7.317% p.a. and repayable within 1 year. All other outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (31 March 2022: 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.
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40 Commitments and Contingent Liabilities i) Capital Commitments |
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March 31, 2023 |
March 31, 2022 |
|
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Capital commitments towards purchase of capital assets |
904 |
638 |
ii) Other Claims Against the Company not provided for in the books
a) With respect to the License Agreement entered in June 2018 between the Company and a customer, for providing software services, the customer terminated the agreement claiming non-satisfactory delivery of services and damages of '' 623 lakhs. The customer has also initiated arbitration proceedings which is the Company is currently contesting and is of the view that no that claim is not tenable and accordingly no adjustments are made in the financial statements.
b) There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As a matter of caution, the Group has taken cognizance of the matter on a prospective basis from the date of the SC order. The Group will update its provision, if any, required, on receiving further clarity on the subject.
c) The Company is also subject to certain other claims and suits that arise from time to time in the ordinary conduct of its business. While the Company currently believes that such claims, individually or in aggregate, will not have a material adverse impact on its financial position, cash flows, or results of operations, the litigation and other claims are subject to inherent uncertainties, and management''s view of these matters may change in the future. Were an unfavourable final outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact on the Company''s business, reputation, financial condition, cash flows, and results of operations for the period in which the effect becomes reasonably estimable.
Employee Share Option Plan (ESOP)
The Company instituted the Employee Share Option Plan 2011 ("ESOP 2011â) and Equity Incentive Plan 2011 ("EIP 2011â) for eligible employees during the year ended March 2012 which was approved by the Board of Directors (Board) on October 18, 2011 and January 19, 2012 duly amended by the Board on January 22, 2015.
Besides the above plan, the Company has also instituted Employee Share Option Plan 2014 ("ESOP 2014") duly approved by the Board on October 20, 2014 and by the shareholders on January 22, 2015. The Company has also instituted Employee Share Option Plan 2015 ("ESOP 2015") duly approved by the Board on June 30, 2015 and by the shareholders on July 22, 2015. During year ended 2018, the Company has amended ESOP 2014 and all options granted under ESOP 2014 be deemed to be granted under ESOP 2011 duly approved by the Board on October 25, 2017. The plans are separate for USA employees (working out of the United States America - ""USA"") and employees working outside USA. The Company administers these plans.
On April 29, 2020 the Board of the Company approved Happiest Minds Employee Stock Option Scheme 2020 ("ESOP 2020") consisting of 70,00,000 equity shares. The Company will henceforth issue grants under the ESOP 2020 only.
The contractual term of each option granted is 5-8 years.
43 The Company publishes Standalone Financial Statements along with the Consolidated Financial Statements. In accordance with Ind AS 108, Operating segments, the Company has disclosed the segment information in the Consolidated Financial Statements. Accordingly, the segment information is given in the Consolidated Financial Statements of Happiest Minds Technologies Limited and its subsidiaries for the year ended March 31,2023.
44 The Board of Directors of the Company at their meeting held on May 8, 2023, recommended the payout of a final dividend of '' 3.4/- per equity share of face value '' 2/- each for the financial year ended March 31,2023 . This recommendation is subject to approval of shareholders at the 12th Annual General Meeting of the Company scheduled to be held on July 17, 2023.
45 Rules in relation to ''The Code on Social Security, 2020 (''Code'')'' yet to be notified and the final rules/interpretation have not yet been issued. The Group will assess the impact of the Code when it comes into effect.
46 The Company maintains the information and documents as required under the transfer pricing regulations under Section 92-92F of the Income Tax Act, 1961. The management is in the process of updating the transfer pricing documentation for the financial year 2022 - 2023 and is of the view that its transactions are at arm''s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
47 Previous year''s figures have been regrouped/ reclassified wherever necessary to conform with current year classification.
Mar 31, 2022
Impairment of goodwill
The Goodwill of '' 1,887 Lacs relates to business acquisition of OSS Cube Solutions Limited and '' 611 Lacs relates to the business acquisition of Cupola Technology Private Limited which has been allocated to OSS Cube and Internet of things (IoT) cash generating units (CGUs) respectively. Goodwill related to OSS cube is fully impaired.
Goodwill is tested for impairment on an annual basis by the Company. The recoverable value of the CGU is determined based on value-in-use calculation using the cash flow projections based on the financial budgets approved by the management covering a five year period.
The discount rate is based on the Weighted Average Cost of Capital (WACC) which represents the weighted average return attributable to all the assets of the CGU.
There is no impairment noted in the IoT CGU based on the assessment performed by the management. Management has performed sensitivity analysis around the base assumption and have concluded that no reasonable possible change in key assumptions would cause the recoverable amount of the IoT CGU lower than the carrying amount of CGU.
(1) During the year ended March 31,2021,5,57,345 Series A 14% Non Cumulative Compulsorily Convertible Preference Shares (CCPS) were converted into equity at a ratio of 1:163.
(2) During the year ended March 31,2022, Employee Benefit Trust (EBT) issued 8,25,563 (March 31,2021 - 4,10,386) equity shares to the employees upon exercise of employee stock options.
(3) During the year ended March 31, 2021, the Company has allotted 66,26,506 equity shares of face value '' 2 each, at a premium of '' 164 per share for cash as a part of an initial public offering vide board resolution dated September 15, 2020. Transaction costs pertaining to the issue, net of reimbursements have been debited to securities premium account.
(iii) Terms/ rights attached to equity shares
The Company has a single class of equity share of par value '' 2 each. Each holder of the equity shares is entitled to one vote per share and carries a right to dividends as and when declared by the Company.
In the event of liquidation of the Company, the holders of equity shares, will be entitled to receive any of the remaining assets of the Company after distribution of all preferential amounts.
(iii) Terms/ rights attached to convertible preference shares
(a) Each holder of CCPS is entitled to receive a preferential non-cumulative dividend at 14% per annum on the par value of each share if declared by the Board of directors. Holders of CCPS shall receive preferential dividend in preference to dividend payable on equity shares and shall not participate in any further dividends declared on Equity Shares. Preference shareholders are also entitled to vote in the shareholders meeting.
Holders of CCPS are entitled to participate in the surplus proceeds (which is subject to a limit of two times the amount invested) from the liquidation event, if any, on a pro-rata basis along with all other holders of equity shares on a fully diluted basis.
The holders of the preference share at their option can require the Company to convert all or a part of Series A preference shares held by them into equity shares at any time during the conversion period in according to the conversion ratio defined in the agreement (i.e. 1:163).
All the preference share s shall be converted into equity shares in the ratio of 1:163 on occurrence of the following event:
1- On expiry of the conversion period.
2- Later of (a) Date of filing Red herring prospectus with SEBI (b) Such other date as may be permitted by law in connection with Qualified IPO.
3- Upon the holders of a majority of the investors shares exercising the conversion right with respect to preference shares held by them
(i) Nature and purpose of other reserves
a) Securities premium account :
Securities premium account has been created consequent to issue of shares at premium. The reserve can be utilised in accordance with the provisions of the Companies Act 2013.
b) Retained earnings :
Retained earnings comprises of prior years and current year''s undistributed earnings/accumulated losses after tax.
c) Cash flow hedge reserve :
The Company uses foreign currency forward contracts to hedge the highly probable forecasted transaction and interest rate swaps to hedge the interest rate risk associated with foreign currency term loan. The effective portion of fair value gain/loss of the hedge instrument is recognised in the cash flow hedge reserve. Amounts recognised in the cash flow hedge reserve is reclassified to the Statement of Profit and Loss when the hedged item affects profit or loss.
d) Share options outstanding reserve :
The share based payment reserve is used to recognise the grant date fair value of options issued to employees under Employee Stock Option Plan.
(a) Foreign currency term loan of '' 6,025 Lacs (USD 8.25 Mn) from Federal bank carries a fixed interest rate of 3.2% per annum (March 31, 2021 : 3.45% per annum). The loan is repayable in 36 equal monthly instalments commencing from February 28, 2021 and will mature on Feb 28, 2024. The loan is secured by the way of exclusive charge on movable fixed assets of the Company (excluding leased asset charged to Hewlett packard) and also by lien on fixed deposit equivalent to two months instalments plus interest (refer note 8). The loan is raised exclusively for funding the acquisition of Happiest Minds Inc. (formerly known as PGS Inc.).
The interest rate on the loan was revised to 3.2% per annum w.e.f June 01, 2021. The Company has not incurred any transaction fees for such modification and the modification has not resulted in the derecognition of the original liability. No gain/ losses was recognized pursuant to the modification."
(b) PCFC loan taken from Kotak Mahindra carries an interest rate ranging 1.2% p.a. (March 31,2021 - 1.25 % to 3.76 % p.a.) and is repayable within 120 days.
PCFC loan taken from RBL bank carries an interest rate ranging 1.28% to 1.32% p.a. (March 31,2021 - 1.90% to 4.07% p.a.) and is repayable within 90-120 days.
PCFC loan taken from Federal bank carries an interest rate of 1.10% to 1.39% p.a. (March 31,2021 - 2.3% p.a.) and is repayable within 90 days.
PCFC loan taken from ICICI bank carries an interest rate of 1.15% to 1.45% p.a. (March 31, 2021 - 2.3% p.a.) and is repayable within 90 days."
(c) PCFC are fully secured by the way of pari-passu charge on current assets of the Company. PCFC from RBL is additionally secured by the way of lien on mutual funds of Nil (March 31,2021 - '' 405 Lacs) (refer note 12). PCFC from Kotak Mahindra is secured by way to lien on fixed deposits to the extent of Nil (March 31,2021 - '' 600 Lacs) (Refer note 15).
(d) PCFC loan from RBL bank, Federal bank and Kotak Mahindra contains covenants pertaining to current ratio, interest coverage ratio, EBIDTA to interest ratio, total outstanding liability to adjusted tangible net worth ratio. The Company has satisfied all the debt covenants prescribed in the terms of the loan. Other loans doesnt have any debt convenants. The Company has not defaulted in any of the loans payable.
(iii) The Company had total cash outflow of '' 2,512 Lacs during the year ended March 31,2022 (March 31,2021 - '' 2,286 Lacs) for leases recognized in balance sheet. The Company has made a non-cash addition to right-of-use assets and lease liabilities of '' 5,291 Lacs during the year ended March 31,2022 (March 31,2021 - '' 1052 Lacs).
(i) The Company had entered into Membership Interest Purchase Agreement on May 29, 2017 to acquire interest in OSS Cube LLC. As per terms of Membership Interest Purchase Agreement, the sellers of OSS Cube LLC had to pay '' 100 Lacs towards shortfall in working capital and accounts receivable for which the Company made a claim with the sellers through US attorneys in May 2018. The Counsel representing sellers responded in June 2018, admitting the claim to the extent of '' 63 Lacs and have made a counterclaim of '' 558 Lacs for breach of earn-out/contingent payment. On 15th April 2020, a settlement was reached and settlement agreement has been entered by both the parties wherein the sellers have agreed to pay '' 212 Lacs (USD 2,80,000) over an agreed period of time and all claims by the seller have been relinquished.
The Company is also subject to certain other claims and suits that arise from time to time in the ordinary conduct of its business. While the Company currently believes that such claims, individually or in aggregate, will not have a material adverse impact on its financial position, cash flows, or results of operations, the litigation and other claims are subject to inherent uncertainties, and management''s view of these matters may change in the future. Were an unfavourable final outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact on the Company''s business, reputation, financial condition, cash flows, and results of operations for the period in which the effect becomes reasonably estimable.
The Company received settlement amount of '' 212 Lacs (USD 2,80,000) from OSS Cube LLC wide settlement and mutual release agreement signed on April 15, 2020 which was recorded by the Company in the Profit and Loss Statement during the year ended March 31,2021."
(ii) During the year ended March 31,2022 and March 31,2021, there is a rent concession allowed as a direct consequence of the Covid-19 pandemic. Rent concession has resulted in revised consideration for the lease that is less than the consideration for the lease immediately preceding the change. Reduction in lease payments affect only payments originally due on or before the June 30, 2022 (revised from earlier period of June 30,2021) and there is no substantive change to other terms and conditions of the lease. As a practical expedient, the Company has elected not to assess rent concession as a lease modification. The Company has accounted the change in lease payments resulting from rent concession in the same way as it would account for the change under Ind AS 116, if the change were not a lease modification.
(iii) An American national and an ex-employee on September 9, 2019 had filed a class-action complaint against the Parent Company before the United States District Court, Northern District of California, San Jose Division, alleging that the Parent Company engaged in discriminatory employment practices. During the adjudication process, the Court felt that the matter could be resolved through mediation and directed the parties to go in for an mediation/ settlement. The parties concluded a settlement of '' 200 Lacs during year ended March 2021. During the year ended March 31, 2022, the Company received reimbursements from the insurance company covering its claim covering settlement and related expenses amounting to '' 200 Lacs which has been presented under âOther Income''.
(i) Defined contribution plans - Provident Fund and others
The Company makes contributions for qualifying employees to Provident Fund and other defined contribution plans. During the year, the Company recognised '' 2,808 Lacs (March 31,2021 : '' 2,087 Lacs) towards defined contribution plans.
(ii) Defined benefit plans (funded):
The Company provides for gratuity for employees in India as per the Payment of Gratuity (Amendment) Act, 2018. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The Gratuity plan of the Company is funded with qualifying Insurance Company.
The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet.
The fair value of the financial assets and liabilities are measured 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 following methods and
assumptions were used to estimate the fair values:
a) The fair value of liquid mutual funds is based on the net assets value (NAV) as declared by the fund house.
b) The Company has entered into foreign currency forward contract to hedge the highly probable forecast transaction. The derivative financial instrument is entered with the financial institutions with investment grade ratings. Foreign exchange forward contracts are valued based on valuation models which include use of market observable inputs, the mark to market valuation is provided by the financial institution as at reporting date. The valuation of derivative contracts are categorised as level 2 in fair value hierarchy disclosure.
c) The management assessed that cash and cash equivalent, trade receivables, trade payables, other financial assets (current), other financial liability (current), bank overdraft and cash credit, lease liabilities (current) and loans to employees approximates their fair value largely due to short-term maturities of these instruments. Further the management also estimates that the carrying amount of foreign currency term loan at fixed interest rates are the reasonable approximation of their fair value and the difference between carrying amount and their fair value is not significant.
d) The Company has valued contingent consideration by using the monte carlo simulation approach.
e) The fair value of remaining financial instruments are determined on transaction date based on discounted cash flows calculated using lending/ borrowing rate. Subsequently, these are carried at amortized cost. The carrying amount of the remaining financial instruments are the reasonable approximation of their fair value.
The Company''s principal financial liabilities comprise of borrowings, lease obligation, trade and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include security deposits, investments, trade and other receivables and cash and cash equivalents that is derived directly from its operations. The Company also enters into derivative transactions for hedging purpose.
The Company''s activities exposes it to market risk, liquidity risk and credit risk. The Company''s risk management is carried out by the management under the policies approved by the Board of Directors that help in identification, measurement, mitigation and reporting all risks associated with the activities of the Company. These risks are identified on a continuous basis and assessed for the impact on the financial performance. All derivative activities for risk management purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the Company''s policy that no trading in derivatives for speculative purposes will be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.
1. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and equity price risk. Financial instruments affected by market risk include loans and borrowings, deposits, investments, and derivative financial instruments.
i. Foreign currency risk
The Company''s operates in various geographies and is exposed to foreign exchange risk on its various currency exposures. The risk of changes in foreign exchange rates relates primarily to the Company''s operating activities.
The Company uses foreign currency forward contract governed by its board approved policy to mitigate its foreign currency risk that are expected to occur within next 12 months period for forecasted sales. The counterparty for these contracts is generally a reputed scheduled bank. The Company reports quarterly to a committee of the board, which monitors foreign exchange risks and policies implemented to manage its foreign exchange exposures.
When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of forecast transactions, the derivatives cover the period of exposure from the point the cash flows of the transactions are forecasted up to the point of sale that is denominated in the foreign currency.
Hedge effectiveness is determined at inception and periodic prospective effectiveness testing is done to ensure the relationship exist between the hedged items and hedging instruments, including whether the hedging instruments is expected to offset changes in cash flows of hedge items.
ii. Interest rate risk
The Company is not exposed to interest rate risk as at March 31,2022 since all its financial assets or liabilities are either non-interest bearing or are at fixed interest rate and are carried at amortised cost.
iii. Price risk
The company exposure to price risk arises for investment in mutual funds held by the company. To manage its price risk arising from investments in mutual funds, the Company diversifies its portfolio.
2. Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instruments or customer contract leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables, unbilled revenue and contract assets) and from its investing activities and from investing activities (primarily deposits with banks and investments in mutual funds).
Revenue from one customer comprises around 14% of the total revenue of the Company. The remaining revenue of the Company is spread across wide range of customers. For receivables turnover ratio, refer note 43.
(i) Trade receivables, unbilled revenue and contract assets.
Trade receivables, unbilled revenue and contract assets are typically unsecured and derived from revenue from contracts with customers. Customer credit risks is managed by each business units subject to Company''s policy and procedures which involves continuously monitoring the credit worthiness of customers to which the Company grants credits in the normal course of business. The Company follows âsimplified approach'' for recognition of impairment loss allowance on trade receivable. Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognizes impairment loss allowance based on lifetime expected credit losses at each reporting date, right from initial recognition. The company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix takes into account available external and internal credit risk factors and the Company''s historical experience with customers. Ageing of trade receivables and the provision in books for trade receivables:
Other financial assets and cash deposit
Credit risk from balances with the banks, loans, investments in mutual funds and other financial assets are managed by the company based on the company policy and is managed by the Company''s Treasury Team. Investment of surplus fund is made only with approved counterparties. The Company''s maximum exposure to credit risk is the carrying amount of such assets as disclosed in note 37 above.
3. 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 it to, at all times maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company closely monitors its position and maintains adequate source of financing.
For the purpose of the Company''s capital management, capital includes issued equity capital, convertible preference shares, securities premium and all other equity reserves. The primary objective of the Company''s capital management is to maintain a strong capital base to ensure sustained growth in business and to maximize the shareholders value. The capital management focuses to maintain an optimal structure that balances growth and maximizes shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. 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 includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents. The Company''s gearing ratio, which is net debt divided by total capital plus net debt is as below:
Terms and conditions of transactions with related parties:
The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Loans of '' 738 (USD 1 mn) '' 1492 (USD 2 mn) given to Happiest Minds Inc. carries an interest rate of 4.93% p.a and 5.367% p.a. respectively and is repayable after 3 years. All other outstanding balances at the year-end are unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 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.
41 Commitments and Contingent Liabilities
i) Capital Commitments
[March 31, 2022|~March 31,2021
Capital commitments towards purchase of capital assets 638 152
ii) Other claims against the Company not provided for in the books
a) Compounding and Settlement Applications filed by the Company
A compounding application has been filed by the Company before the National Company Law Tribunal (NCLT) and Registrar of Companies, Bombay (âRoCâ), in relation to allotments of Equity Shares made by the Company during year ended March 31, 2013 and 2014 under ESOP Scheme 2011 and ESOP Scheme 2011 USA, where certain allotments were made in contravention of Section 67(3) of the Companies Act, 1956.
The Board, vide a resolution passed at its meeting held on August 4, 2020 voluntarily decided to provide an exit offer to the shareholders. Upon completion of the exit offer, the Company has filed a compounding application with the RoC (which will be forwarded to the National Company Law Tribunal, Bengaluru bench upon approval) and a settlement application with SEBI.
The matter has been closed by ROC bangalore vide letter dated February 1, 2022 citing no contravention of Section 67(3).
b) With respect to the License Agreement entered in June 2018 between the Company and a customer, for providing software services, the customer terminated the agreement claiming non-satisfactory delivery of services and damages of '' 623 Lacs. The customer has also initiated arbitration proceedings which is the Company is currently contesting and is of the view that no that claim is not tenable and accordingly no adjustments are made in the financial statements.
c) There are numerous interpretative issues relating to the Supreme Court (SC) judgement on PF dated February 28, 2019. As a matter of caution, the Group has taken cognizance of the matter on a prospective basis from the date of the SC order. The Group will update its provision, if any, required, on receiving further clarity on the subject.
d) The Company is also subject to certain other claims and suits that arise from time to time in the ordinary conduct of its business. While the Company currently believes that such claims, individually or in aggregate, will not have a material adverse impact on its financial position, cash flows, or results of operations, the litigation and other claims are subject to inherent uncertainties, and management''s view of these matters may change in the future. Were an unfavourable final outcome to occur in any one or more of these matters, there exists the possibility of a material adverse impact on the Company''s business, reputation, financial condition, cash flows, and results of operations for the period in which the effect becomes reasonably estimable.
Employee Share Option Plan (ESOP)
The Company instituted the Employee Share Option Plan 2011 (""ESOP 2011"") and Equity Incentive Plan 2011 (""EIP 2011"") for eligible employees during the year ended March 2012 which was approved by the Board of Directors (Board) on October 18, 2011 and January 19, 2012 duly amended by the Board on January 22, 2015.
Besides the above plan, the Company has also instituted Employee Share Option Plan 2014 (""ESOP 2014"") duly approved by the Board on October 20, 2014 and by the shareholders on January 22, 2015. The Company has also instituted Employee Share Option Plan 2015 (""ESOP 2015"") duly approved by the Board on June 30, 2015 and by the shareholders on July 22, 2015. During year ended 2018, the Company has amended ESOP 2014 and all options granted under ESOP 2014 be deemed to be granted under ESOP 2011 duly approved by the Board on October 25, 2017. The plans are separate for USA employees (working out of the United States America - ""USA"") and employees working outside USA. The Company administers these plans.
On April 29, 2020 the Board of the Company approved Happiest Minds Employee Stock Option Scheme 2020 (""ESOP 2020"") consisting of 70,00,000 equity shares. The Company will henceforth issue grants under the ESOP 2020 only.
The contractual term of each option granted is 5-8 years.
The Company in its Board Meeting on March 16, 2020 passed a resolutions to voluntarily dissolve and wind up the operation of its subsidiary, i.e. Happiest Minds Technologies LLC, USA. Pursuant to such resolutions, the Company had filed a request for termination of the aforesaid subsidiary and received a certificate from the Office of Secretary of State approving such winding up on June 1,2020 and consequent to such approval the Company has liquidated its subsidiary.
45 The Board of Directors of the Company at their meeting held on May 5, 2022, recommended the payout of a final dividend of '' 2/- per equity share of face value '' 2/- each for the financial year ended March 31,2022 . This recommendation is subject to approval of shareholders at the 11th Annual General Meeting of the Company scheduled to be held on June 30, 2022.
46 The financial statements of the Company for year ended March 31, 2021 were audited by M/s S.R.Batliboi & Associates LLP, Chartered Accountants, the predecessor auditor who have expressed an unmodified audit opinion.
47 The Company had acquired 100% voting interest in Happiest Minds Inc. (erstwhile PGS Inc.) vide definitive agreements signed on January 27,2021, for a total recorded consideration of US $ 13.31 Mn ('' 9,720 Lacs), comprising cash consideration of US $ 8.25 Mn ('' 6,025 Lacs) and fair-valued contingent consideration in the form of warrants of US $ 5.06 Mn ('' 3,696 Lacs) payable over next 3 years.
During the year ended March 31, 2022, the Company re-evaluated its primary obligation for pay-outs of the contingent consideration and concluded that the obligation for the pay-out of the contingent consideration is with its subsidiary, Happiest Minds Inc., and the Company''s obligation is restricted to ensure that sufficient cash flows are available with Happiest Minds Inc. to meet its obligations. Consequently, the contingent consideration of US $ 5.06 Mn ('' 3,696 Lacs) and investment in Happiest Minds Inc. (erstwhile PGC Inc.) of US$ 5.06 Mn ('' 3,696 Lacs) has been reversed in the standalone balance sheet of the Company.
48 The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period in which the Code becomes effective.
49 The full impact of COVID-19 still remains uncertain and could be different from the estimates considered while preparing these Standalone Financial Statements. The Company will continue to closely monitor any material changes to future economic conditions.
50 The Company maintains the information and documents as required under the transfer pricing regulations under Section 92-92F of the Income Tax Act, 1961. The management is in the process of updating the transfer pricing documentation for the financial year 2021 - 2022 and is of the view that its transactions are at arm''s length and the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
51 Previous year''s figures have been regrouped/ reclassified wherever necessary to conform with current year classification.
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