3.9 Provisions and contingent liabilities
Provisions are recognized when the Company has a
present legal or constructive obligation as a result of past
events, it is probable that an outflow of resources will be
required to settle the obligation and the amount can be
reliably estimated. Provisions are not recognized for future
operating losses.
Provisions are measured at the present value of
management’s best estimate of the expenditure required
to settle the present obligation at the end of the reporting
period. The discount rate used to determine the present
value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks
specific to the liability. The increase in the provision due to
the passage of time is recognized as interest expense.
A contract is considered onerous when the expected
economic benefits to be derived by the Company from the
contract are lower than the unavoidable cost of meeting
its obligation under the contract. The provision for an
onerous contract is measured at the lower of expected
cost of terminating the contract and the expected net
cost of continuing with the contract. Before a provision
is established, the Company recognizes any impairment
loss on the assets associated with that contract.
A contingent liability is a possible obligation that arises
from a past event, with the resolution of the contingency
dependent on uncertain future events, or a present
obligation where no outflow is probable. Material
contingent liabilities are disclosed in the standalone
financial statements unless the possibility of an outflow of
economic resources is remote.
3.10 Revenue recognitionRevenue from contracts with customers
The Company earns revenue from rendering business
process management services to related parties.
Revenue is recognized upon transfer of control of
promised products or services in an amount that reflects
the transaction price (net of variable consideration)
allocated to a particular performance obligation.
Nature of the services
The Company derives its Revenue from providing
comprehensive business process management (BPM)
services including tech enabled solutions across the
payers and providers in the US Healthcare industry
through its subsidiaries. The payer value chain comprises
of claims management, payment integrity, clinical
management, provider network operations, and front-
office services, among others. The provider value chain
includes end-to-end Revenue Cycle Management,
integrating patient access, A/R management, and clinical
services with licensed professionals.
The Company has revenue share arrangement with its
subsidiaries present in United States, pursuant to which,
it recognizes an agreed share on the total value of revenue
from end client as its revenue.The Company’s contractual
right to revenue is based on the revenue from the end
customer, net of all elements of variable consideration, to
the extent accounted for by its subsidiaries.
Contract Asset and Liabilities
The Company classifies its right to consideration in
exchange for deliverables as either a receivable or a
contract asset.
A receivable is a right to consideration that is
unconditional. A right to consideration is unconditional
if only the passage of time is required before payment
of that consideration is due. For example, the Company
recognizes a receivable for revenues related to time and
materials contracts or volume based contracts. The
Company presents such receivables as part of trade
receivables at their net estimated realizable value. The
same is tested for impairment as per the guidance in Ind
AS 109 using expected credit loss method.
Others
Any change in scope or price is considered as a contract
modification. The Company accounts for modifications
to existing contracts by assessing whether the services
added are distinct and whether the pricing is at the stand¬
alone selling price. Services added that are not distinct
are accounted for on a cumulative catch up basis, while
those that are distinct are accounted for prospectively,
either as a separate contract if the additional services are
priced at the stand-alone selling price, or as a termination
of the existing contract and creation of a new contract if
not priced at the stand-alone selling price.
The Company recognizes an onerous contract provision
when it is probable that the unavoidable costs of meeting
the obligations under a contract exceed the economic
benefits to be received.
The Company accounts for variable considerations like,
volume discounts, rebates and pricing incentives to
customers as reduction of revenue on a systematic and
rational basis over the period of the contract.
The Company estimates an amount of such variable
consideration using expected value method or the single
most likely amount in a range of possible consideration
depending on which method better predicts the amount
of consideration to which the Company may be entitled.
Revenues are shown net of allowances/ returns, sales tax,
value added tax, goods and services tax and applicable
discounts and allowances.
Incremental costs that relate directly to a contract and
incurred in securing a contract with a customer are
recognized as an asset when the Company expects to
recover these costs and amortized over the contract term.
The Company assesses the timing of the transfer of goods
or services to the customer as compared to the timing of
payments to determine whether a significant financing
component exists. As a practical expedient, the Company
does not assess the existence of a significant financing
component when the difference between payment and
transfer of deliverables is a year or less. If the difference
in timing arises for reasons other than the provision
of finance to either the customer or us, no financing
component is deemed to exist.
Contract assets are recognized when there is excess
of revenue earned over billings on contracts. Contract
assets are classified as unbilled receivables (only act of
invoicing is pending) when there is unconditional right
to receive cash, and only passage of time is required, as
per contractual terms. Unearned and deferred revenue
(“contract liability”) is recognized when there are billings
in excess of revenues. The billing schedules agreed with
customers could include periodic performance-based
payments and/or milestone-based progress payments.
Invoices are payable within contractually agreed credit
period agreed with subsidiaries. Advances received for
services are reported as liabilities until all conditions for
revenue recognition are met.
Use of significant judgements in revenue recognition
The Company’s contracts with customers could include
promises to transfer multiple goods and services to a
customer. The Company assesses the goods / services
promised in a contract and identifies distinct performance
obligations in the contract. Identification of distinct
performance obligation involves judgement to determine
the deliverables and the ability of the customer to benefit
independently from such deliverables.
The Company has applied the practical expedient provided
by Ind AS 115, whereby it does not adjust the transaction
price for the effects of the time value of money where the
period between when the control on goods and services
transferred to the customer and when payment thereof is
due, is one year or less. Any consideration payable to the
customer is adjusted to the transaction price, unless it is a
payment for a distinct good or service from the customer.
The Company uses judgement to determine an
appropriate standalone selling price for a performance
obligation. The Company allocates the transaction price
to each performance obligation on the basis of the relative
standalone selling price of each distinct good or service
promised in the contract. Where standalone selling price
is not observable, the Company uses the expected cost-
plus margin approach to allocate the transaction price to
each distinct performance obligation.
The Company exercises judgement in determining
whether the performance obligation is satisfied at a point
in time or over a period of time. The Company considers
indicators such as how a customer consumes benefits
as services are rendered or who controls the asset as it is
being created or existence of enforceable right to payment
for performance to date and alternate use of such good
or service, transfer of significant risks and rewards to the
customer, acceptance of delivery by the customer, etc.
The Company disaggregates revenue from contracts with
customers by nature of services rendered, customer
category and pattern of revenue recognition.
3.11 Earnings / (loss) per share
Basic earnings/ (loss) per share is computed by dividing the
net profit for the year attributable to equity shareholders
by the weighted average number of equity shares
outstanding during the year. Partly paid equity shares
are treated as a fraction of an equity share to the extent
that they are entitled to participate in dividends relative
to a fully paid equity share during the reporting year. The
weighted average number of equity shares outstanding
during the year is adjusted for events such as shares
issued as consideration for common control transactions,
bonus issue, amalgamations, bonus element in a rights
issue, buyback, share split, and reverse share split
(consolidation of shares) that have changed the number
of equity shares outstanding, without a corresponding
change in resources.
The number of equity shares used in computing diluted
earnings per share comprises the weighted average
number of equity shares considered to derive the basic
EPS, and also the weighted average number of equity
shares that could have been issued on conversion of all
the dilutive potential equity shares which are deemed
converted at the beginning of reporting period, unless
issued at a later date.
3.12 Tax expense
Tax expense comprises current and net change in the
deferred tax asset or liability during the year. Current tax
and deferred tax are recognized in standalone statement
of profit and loss except to the extent that it relates to a
business combination, or items recognized directly in
equity or in other comprehensive income.
The Company has determined that interest and penalties
related to income taxes do not meet the definition of
income taxes, and therefore accounted for them as rates
& taxes in the standalone statement of profit and loss.
Current tax is the expected tax payable or receivable on
the taxable income or loss for the year, using tax rates
enacted or substantively enacted at the reporting date,
and any adjustment to tax payable in respect of previous
years. The amount of tax payable or receivable is the best
estimate of the tax amount expected to be paid or received
that reflects uncertainty related to income taxes, if any.
Current tax assets and liabilities are offset only if it has a
legally enforceable right to set off the recognized amounts
and where it intends either to settle on a net basis, or to
realize the asset and settle the liability simultaneously.
Deferred income tax assets and liabilities is recognized
using the balance sheet approach. Deferred tax is
recognized on temporary differences at the reporting
date between the tax bases of assets and liabilities and
their carrying amounts for financial reporting purposes,
except when the deferred income tax arises from the
initial recognition of goodwill or an asset or liability in a
transaction that is not a business combination and affects
neither accounting nor taxable profit and loss at the
time of the transaction. The carrying amount of deferred
income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that
sufficient taxable profit will be available to allow all or part
of the deferred income tax asset to be utilized.
The measurement of deferred taxes reflects the tax
consequences that would follow the way the Company
expects, at the reporting date, to recover or settle the
carrying amount of its assets and liabilities. Deferred tax is
measured at the tax rates that are expected to be applied
to temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted by
the reporting date.
Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities
and assets, and they relate to taxes levied by the same
tax authority on the same taxable entity, or on different tax
entities, but they intend to settle current tax liabilities and
assets on a net basis or their tax assets and liabilities will
be realized simultaneously.
Deferred tax assets are recognized for unused tax losses,
unused tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits
will be available against which they can be used. Future
taxable profits are determined based on the reversal of
relevant taxable temporary differences. If the amount of
taxable temporary differences is insufficient to recognize
a deferred tax asset in full, then future taxable profits,
adjusted for reversals of existing temporary differences,
are considered, based on the business plans for individual
subsidiaries in the Company. Deferred tax assets are
reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax
benefit will be realized; such reductions are reversed
when the probability of future taxable profits improves.
Unrecognized deferred tax assets are reassessed at
each reporting date and recognized to the extent that it
has become probable that future taxable profits will be
available against which they can be used.
In determining the amount of current and deferred tax,
the Company takes into account the impact of uncertain
tax positions and whether additional taxes and interest
may be due. This assessment relies on estimates and
assumptions and may involve a series of judgements about
future events. New information may become available that
causes the Company to change its judgement regarding
the adequacy of existing tax liabilities; such changes to tax
liabilities will impact tax expense in the period that such a
determination is made.
3.13 Borrowing costs
Borrowing cost includes interest, amortization of ancillary
costs incurred in connection with the arrangement of
borrowings and exchange differences arising from foreign
currency borrowings to the extent they are regarded as an
adjustment to the interest cost.
3.14 Other income
Interest income is recognized as it accrues in the
standalone statement of profit and loss using effective
interest rate method.
3.15 Share based payments arrangements
The Company measures compensation cost relating to
share-based payments using the fair valuation method
in accordance with Ind AS 102, Share-Based Payments.
Compensation expense is amortized over the vesting
period of the option on a graded basis. The options
generally vest in a graded manner over the vesting period.
The fair value determined at the grant date is expensed
over the vesting period of the respective tranches of such
options.
In Company share based payment arrangements, where
the Company is either the settling entity for the share
based awards or has an obligation to make payments to
the parent company who is the sponsor of such awards,
the awards are classified as cash settled in accordance
with Ind AS. The cost of such cash-settled transactions is
determined based on the fair value at the date when the
grant is made and updated at each reporting date. The
expected term of the awards is estimated based on the
vesting term and contractual life of the award.
In Company share based payment arrangements, where
the Company is neither the settling entity for the share
based awards nor has an obligation to make payments to
the parent company who is the sponsor of such awards,
the awards are classified as equity settled in accordance
with Ind AS. The cost of such equity-settled transactions
is determined by the fair value at the date when the grant
is made using the Black-Scholes valuation model. The
expected term of the awards is estimated based on the
vesting term and contractual life of the award.
The cost of cash settled transactions is recognized,
together with a corresponding increase in the liability,
over the period in which the performance and/or
service conditions are fulfilled. The cumulative expense
recognized for cash-settled transactions at each reporting
date until the vesting date reflects the extent to which
the vesting period has expired and the Company’s best
estimate of the number of equity instruments that will
ultimately vest. Debit or credit in standalone statement
of profit and loss for a period represents the movement in
cumulative expense recognized as at the beginning and
end of that period and is recognized in employee benefits
expense.
When the terms and conditions of a cash-settled share-
based payment transaction are modified with the result
that it becomes an equity-settled share-based payment
transaction, the transaction is accounted for as such
from the date of the modification. Such modification has
following impact on standalone financial statements :
(a) The equity-settled share-based payment transaction
is measured by reference to the fair value of the
equity instruments granted at the modification
date. Therefore, the equity-settled share-based
payment transaction is recognized in equity on the
modification date to the extent to which services
have been received.
(b) The liability recognized previously for the cash-
settled share-based payment transaction as at the
modification date is derecognized on modification
date.
(c) Any difference between the carrying amount of the
liability derecognized and the amount of equity
recognized on the modification date is recognized
immediately in profit or loss.
3.16 Investment in subsidiaries
Investment in equity instruments of subsidiaries are
measured at cost less impairment, if any.
3.17 Cash dividend to the equity holders of the Company
The Company recognizes a liability to make cash
distributions to equity holders of the Company when the
distribution is authorized, and the distribution is no longer
at the discretion of the Company. Final dividends on
shares is recorded as a liability on the date of approval by
the shareholders and interim dividends are recorded as a
liability on the date of declaration by the Company’s Board
of Directors.
Impairment test of Goodwill
Goodwill is tested for impairment at each reporting date.The recoverable amount of a CGU is the higher of its fair value less
cost of disposal and its value-in-use.The recoverable amount of the CGUs was determined based on its value-in-use.The value-
in-use is determined based on cash flow projections over a period of five years and terminal growth rate there after. The key
assumptions used in the estimation of the value-in-use are set out below. The values assigned to revenue and EBITDA growth
rates are based on management’s assessment of future trends in the relevant businesses and are also based on historical data
from both internal and external sources.Terminal growth rates (beyond 5 years) and the discount rate for goodwill impairment
purposes have been estimated based on macroeconomic conditions and business factors prevelant in USA being the sole
customer geography.
The projections cover a period of five years, as management believes this to be the most appropriate timescale over which to
review and consider annual performances, before applying a fixed terminal growth rate to the final year cash flows. The growth
rates used to estimate future performance (revenue, cost of services, operating expenses, etc) are based on the reasonable
estimates considering past performance.
The discount rate is a post tax measure and based on the Weighted Average Cost of Capital (‘WACC’) which represents the
weighted average return attributable to all the assets of the CGU. These estimates are likely to differ from future actual results
of operations and cash flows. Management believes that any reasonably possible changes in the key assumptions mentioned
above would not cause the carrying amount to exceed the recoverable amount of the CGU’s as at 31 March 2026 and 31 March
2025.
d) Terms/ rights attached to equity shares:
The Company has only one class of equity shares having a par value of ' 10 per share. Each holder of equity shares, as
reflected in the records of the Company as of the date of the shareholders meeting, is entitled to one vote in respect of each
share held for all matters submitted to vote in the shareholders meeting. The equity shares are entitled to receive dividend
as declared from time to time subject to approval of the shareholders at the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the
Company after distribution of all preferential amounts, if any. The distribution will be in the proportion to the number of
equity shares held by the shareholders.
e) Aggregate number of shares issued for consideration other than cash:
The Company has not made any buy-back, nor there has been an issue of shares by way of bonus shares during the period
from incorporation up to 31st March 2026. During the year ended 31st March 2025, the company had issued 393,991,918
shares of '10 each along with a premium of ' 18.3 each were issued for consideration other than cash.
Nature & purpose of reserves(i) Securities premium
Securities premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of Section 52 of the Companies Act, 2013.
(ii) Effective portion of cashflow hedge
Cumulative changes in the fair value of financial instruments designated and effective as a hedge are recognized in this
reserve through OCI (net of taxes). Amounts recognized in the Effective portion of cashflow hedge are reclassified to the
standalone statement of profit and loss when the underlying transaction occurs.
(iii) Share based payments reserve
Share based payments reserve is used to record the fair value of equity-settled share-based payment transactions. This
represents a restricted reserve and is not available for dividend distributions.
(iv) Retained earnings
Retained earnings comprises of prior and current year undistributed earnings / (losses) after tax.
Note:
A. (i) On 04th January 2022, the Company allotted 13,000 Non-convertible bonds (“NCB”) at a face value of ' 10,00,000
each to Sagility B.V. ( the immediate holding company)
(ii) The term of the NCB is 60 (Sixty) months from contractual agreed drawdown date. i.e. 04 January 2022.
(iii) The NCB’s are entitled to a fixed coupon rate of interest at 8% per annum.
(iv) The NCB’s can be fully or partially repaid before the contractual repayment dates, subject to compliance with
applicable regulations in India
During the year ended 31st March 2026 total repayment of borrowings amounted to ' 2,350.00 Million (31st March 2025:
' 2,489.58 Million).
39 EMPLOYEE BENEFITS
a) Defined contribution plans:
The contributions paid/ payable to Employee Provident Fund, Employees State Insurance Scheme, Employees Pension
Schemes and other funds, are determined under the relevant approved schemes and / or statutes and are recognised as
an expense in the standlone statement of profit and loss during the year in which the employee renders the related service.
There are no further obligations other than the contributions payable to the appropriate authorities by the Company.
During the year, the company has recognised the following amounts in the standlone statement of profit and loss, which
are included in contribution to provident and other funds:
b) Compensated absences:
The leave obligation pertains to the Company liability towards compensated absences.
The entire amount of the provision of '446.08 Millions (31st March 2025 : '341.17 Millions) for compensated absences
is presented as a current liability, as the company does not have an unconditional right to defer its settlement beyond 12
months from the reporting date.
c) Defined benefit plans - Gratuity in India
The Company has a defined benefit gratuity plan that provides a lump-sum payment to vested employees at retirement,
death, incapacitation, or termination of employment, in accordance with provisions under the Code of Social Security,
2020 and the Payment of Gratuity Act, 1972, as amended from time to time.
The gratuity benefit is determined based on the employee’s eligible salary, as defined under the applicable law, and the
tenure of continuous employment with the Company. The Company’s liability is actuarially determined (using the Projected
Unit Credit method) at the end of each year. Actuarial gains/ (losses) are recognized under other comprehensive income in
the standalone statement of profit and loss.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit
obligation and the plan assets as at the respective reporting dates:
The fair value of cash and cash equivalents, trade receivables (including unbilled receivables), trade payables, other financial
assets and liabilities approximate the carrying amount thereof as at 31st March 2026 and 31st March 2025, largely due to the
short-term nature of these instruments.
* The fair value of derivative financial instruments is determined based on observable market inputs including currency spot and forward rates,
and currency volatility.
# Discounted cash flows: The valuation model considers the present value of expected payments, discounted using a risk-adjusted discount
rate as at balance sheet date. The own non-performance risk was assessed to be insignificant.
a. Fair value hierarchy
The section explains the judgements and estimates made in determining the fair value of the financial instruments that are:
a) recognised and measured at fair value.
b) measured at amortised cost and for which fair values are disclosed in the financial statement.
To provide an indication of the reliability of the inputs used in determining fair value, the Company has classified its financial
instruments into three levels as mentioned under Indian Accounting Standards.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
There were no changes in fair value hierarchy during the previous year.
Valuation techniques and significant unobservable inputs
Level 2:
Forward exchange contracts: The fair value is determined using quoted forward exchange rates at the reporting date and
present value calculations based on yield curves in the respective currencies.
Financial instruments - risk management
The Company has exposure to the following risks arising from financial instruments: credit risk (refer note (b) below);
liquidity risk (refer note (c) below); market risk (refer note (d) below).
(a) Risk management framework
The Risk Management Committee of the Board of Directors have the overall responsibility for the establishment and
oversight of the Company’s risk management framework. The Company’s risk management policies are established to
identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and
adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions
and the Company’s activities.
The Company’s Board of Directors oversees how management monitors compliance with the Company’s risk management
policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the
Company. The Board is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc
reviews of risk management controls and procedures, the results of which are reported to the Board and appropriate
corrective actions are taken as required.
(b) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or a counterparty to any other financial instrument fails
to meet its contractual obligations. Credit risk encompasses both the direct risk of default and the risk of deterioration
of creditworthiness as well as concentration of risks. The Company is exposed to credit risk from its operating activities
(primarily trade receivables) and from its investing activities derivative financial instruments and security deposits.
Financial assets that are neither past due nor impaired
The Company has an established process to evaluate the creditworthiness of its customers to minimise potential credit
risk. Credit evaluations are performed by the Company before agreements to render services are entered into with
prospective customers. Outstanding customer receivables are regularly monitored. Two customer individually accounted
for more than 10% of the outstanding trade receivable as at 31st March 2026 (31st March 2025 : two)
The Company’s credit period generally ranges from 60-90 days. The amounts outstanding in the balance sheet represent
the maximum exposure to credit risk. The concentration risk with respect to trade receivables is high since these are
receivables from two customer and one group.
The Company establishes an allowance account for impairment that represents its estimate of losses in respect of
trade and other receivables. The allowance account is used to provide for impairment losses. Subsequently when the
Companyis satisfied that no recovery of such losses is possible, the financial asset is considered irrecoverable and the
amount charged to the allowance account is then written off against the carrying amount of the impaired financial asset.
The Company generate revenue from two of its subsidiaries which contribute more than 10% of total revenue of the
Company, individually and 100% of the Company’s revenue, collectively.
Financial instruments, deposits and balances with banks
Credit risk is limited as the Company generally invests in deposits with banks and derivatives with high credit ratings
assigned by international and domestic credit rating agencies. Counterparty credit limits are reviewed by the Company
periodically and the limits are set to minimise the concentration of risks and therefore mitigate financial loss through
counterparty’s potential failure to make payments.
(c) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company
believes that the working capital is sufficient to meet its current requirements. Accordingly, no significant liquidity risk is
perceived.
(i) Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross
and undiscounted contractual cash flows, and include contractual interest payments and exclude the impact of netting
agreements.
(d) Market risk
Market risk is the risk that changes in market prices which is mainly foreign exchange rates affect the Company’s income
or the value of its holdings of financial instruments. The objective of market risk management is to manage and control
market risk exposures within acceptable parameters, while optimising the return.
(b) Impact of hedging activities
The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is
determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to
ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into
hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item.
As the critical terms of the hedging instruments and their corresponding hedged items are the same, the Company performs
a qualitative assessment of effectiveness and it is expected that the value of the hedging instruments and the value of the
corresponding hedged items will systematically change in opposite direction in response to movements in the underlying
exchange rates.
The Company monitors the aforesaid critical terms on a regular basis to assess if the hedging relationship remains highly
effective. Hedge ineffectiveness is recognised on a cash flow hedge in the statement of profit and loss. Ineffectiveness
represents remaining portion of gain or loss on the hedging instrument that cannot be offset with the change in the fair
value of the hedged item.
The table below analyses the derivative financial instruments into relevant maturity accompanyings based on the remaining
maturity period as at the respective reporting dates:
41 CAPITAL MANAGEMENT
For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise
the shareholder value.
The Company’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to
sustain future development of the business. The Company’s capital structure includes debt and is influenced by the changes in
regulatory framework, government policies, available options of financing and the impact of the same on the liquidity position.
The Company monitors capital using a ratio of 'adjusted net debt’ to 'adjusted equity’. For this purpose, adjusted net debt is
defined as total liabilities, including interest-bearing loans and borrowings less cash and cash equivalents and other bank
balances. Adjusted equity comprises all components of equity except hedge reserve.
The Company’s adjusted net debt to equity ratio is analysed as follows:
42 MICRO, SMALL AND MEDIUM ENTERPRISE
Disclosure in respect to Micro and Small Enterprises as per Micro, Small and Medium Enterprises Development Act, 2006
('MSMED’) Act, 2006 is as follows:
43 CONTINGENT LIABILITIES
I) Income tax matters
The Company has disputes with income tax authorities in India. The ongoing disputes pertain to financial years 2022 and
2023. The matters under dispute pertain to transfer pricing and tax treatment of certain deductions or allowances. Claims
against the Company in relation to direct taxes and transfer pricing matters not acknowledged as debts amount to '925.59
Million (31st March 2025: 'Nil ).These demands are being contested by the Company based on management evaluation,
advice of tax consultants and legal advice obtained. No provision has been made in the books of accounts. The Company
has filed appeal or in the process of filing appeal against such orders with the appropriate authorities.
Amounts paid under protest to statutory authorities against the tax demands amounted to '70 Million (31st March 2025:
'Nil ).
44 CAPITAL AND OTHER COMMITMENTS
Capital commitments
Estimated amount of contracts remaining to be executed on capital account and not provided (net of advances) amount to '
96.01 Million (31st March 2025 : ' 39.21 Million).
45 TRANSFER PRICING
The Finance Act, 2001 has introduced, with effect from assessment year 2002-03 (effective 01st April 2001), detailed transfer
pricing regulations for computing the taxable income and expenditure from ‘international transactions’ between ‘associated
enterprises’ on ‘arm’s length’ basis. These regulations, inter alia, also require the maintenance of prescribed documents and
information including furnishing a report from an Accountant within the due date of filing return of income. The Company has
undertaken necessary steps to comply with the Transfer Pricing regulations and the prescribed certificate from the accountant
will be obtained for the year ended 31st March 2026 within the due date. The management is of the opinion that the international
transactions are at arm’s length, and hence the aforesaid legislation will not have any impact on the financial statements,
particularly on the amount of tax expense and that of the provision for taxation.
46 SHARE BASED PAYMENTS ARRANGEMENTS
Share based payments arrangements plan
In June 2022, the immediate holding company issued share appreciation rights (SARs) to certain identified employees and non¬
executive directors of the Group. Each SAR granted entitles the employees/non-executive directors to a cash payout, computed
as the difference between the distribution threshold of the SAR (‘strike price’) and the fair value of the SAR on the date the
awards are fully vested. The SAR’s issued will vest in five annual installments, subject to continued employment with the Group
upto the vesting date and achievement of certain defined financial performance targets. However, such awards would only be
conditionally vested as on the date when the service and performance conditions are met. 100% of the conditionally vested
awards would unconditionally vest upon a change in control event, defined to be a date when the immediate holding company
holds no more than 24% of the issued and outstanding equity share capital of the Company.
For certain employees, such time based vesting is 75% of the awards issued to them. The balance 25% of the awards will vest
upon a change in control event, defined to be a date when the immediate holding company holds no more than 24% of the
issued and outstanding equity share capital of the Company.
These awards were classified as liability settled cash awards till 25 June 2024, as the Company had an obligation to make
payments in cash upon vesting of the awards as explained above. Pursuant to an amendment agreement entered into with the
identified employees and non-executive directors on 25 June 2024, the obligation to settle these awards has been restricted to
the immediate holding company only. Accordingly, with effect from 25 June 2024, the Company does not have the obligation to
settle the awards in cash. The Company considers the amendment to be a modification of the awards. Additionally, based on
the revised agreements, the Company considers the awards to be equity settled in nature.
During the previous years ended, pursuant to such modification, the incremental fair value of all awards granted and outstanding
as on the modification date amounted to ' 273 Million. Such incremental fair value of the awards is being accounted for over the
vesting term of the awards on a graded basis. The incremental fair value was computed as a difference between the grant date
fair value of the awards on the modification date computed in accordance with the Black Scholes option pricing model and the
fair value of the awards just before modification based on fair value of the immediate holding company considering it was cash
settled awards.
Expected volatility has been based on an evaluation of the historical volatility of the share price of the comparable listed
companies, particularly over the historical period commensurate with the expected term. The expected term of the awards has
been based on historical experience, general award holder behavior and management’s expectation of the change in control
event as defined above.
During the year ended 31st March 2026, Nil awards were issued to key management personnel (31st March 2025 : Nil)
Pursuant to increase in fair value of the awards measured based on a cash settled liability together with the increase in fair value
of awards pursuant to modification as explained above, total employee compensation cost pertaining to share based payment
awards, recognized during the year ended 31st March 2026 amounted to ' Nil (31st March 2025 : ' 646.70 Million)
(i) Utilization of borrowed funds and share premium
I The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries
II The Company has not received funds from any person(s) or entit(ies), including foreign entities (“Funding Parties”),
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 Parties (“Ultimate Beneficiaries”) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
48 CORPORATE SOCIAL RESPONSIBILITY (“CSR”)
Pursuant to the provisions of section 135(5) of the Companies Act, 2013 (the Act), the Company has formed its Corporate
Social Responsibility (CSR) Committee. The CSR committee of the Company provides an oversight of CSR policy execution
to ensure that CSR objectives of the Company are met
The financial details as sought by the Act are as follows:
49 EXCEPTIONAL ITEMS
On 21st November 2025, the Government of India notified the four Labor Codes - the Code on Wages, 2019, the Industrial
Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions
Code, 2020 - consolidating 29 existing labor laws (collectively referred to as “the New Labor Codes”). The Ministry of Labor
& Employment published draft Central Rules and FAQs to clarify certain aspects and enable assessment of the financial
impact due to changes in regulations.The Company has concluded the salary restructuring exercise in compliance with the
New Labor Codes. The implementation of the Labor Code has resulted in a net increase of '328.23 Million in the provision
for gratuity and remeasurement of leave encashment, which has been recognized as an exceptional item in the standalone
financial results in the current year. The Company continues to monitor the finalization of Central and State Rules, as well as
Government clarifications on other aspects of the New Labor Codes.
50 SUBSEQUENT EVENTS
The Board of Directors at their meeting held on 12th May 2026 have proposed a final dividend of '0.10 per equity share for the
year ended 31st March 2026 which is subject to the approval of shareholders at the ensuing Annual General Meeting and if
approved, would result in a cash outflow of approximately '468.13 Million.
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