i. Provisions and contingencies

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that
an outflow of resources embodying economic
benefits will be required to settle the obligation
and a reliable estimate can be made of the amount
of the obligation. When the Company expects
some or all of a provision to be reimbursed, the
reimbursement is recognised as a separate asset,
but only when the reimbursement is virtually
certain. The expense relating to a provision is
presented in the statement of profit and loss net of
any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used,
the increase in the provision due to the passage of
time is recognised as a finance cost.

Contingent liabilities are disclosed when there
is a possible obligation arising from past events,
the existence of which will be confirmed only by
occurrence or non-occurrence of one or more
uncertain future events not wholly within the
control of the Company or a present obligation
that arises from past events where it is either

not probable that an outflow of resources will
be required to settle or a reliable estimate of the
amount cannot be made. Contingent liabilities are
disclosed in the note 30.c.

j. Retirement and other employee benefits

Defined Contribution plan
Provident Fund

Retirement benefit in the form of provident fund
is a defined contribution plan. Both the employee
and the employer make monthly contributions to
the plan at a predetermined rate of the employees’
basic salary. These contributions are made to
the fund administered and managed by the
Government of India. The Company recognises
contribution payable to the provident fund
scheme as an expense, when an employee renders
the related service. The Company has no further
obligations under these plans beyond its monthly
contributions.

Defined benefit plan

Gratuity

The Company operates a defined benefit gratuity
plan, which requires contributions to be made to a
separately administered fund with the insurance
service provider. The cost of providing benefits
under the defined benefit plan is determined
using the projected unit credit method, with
actuarial valuations being carried out at periodic
intervals.

Re-measurements, comprising of actuarial gains
and losses and the return on plan assets (excluding
amounts included in net interest on the net defined
benefit liability), are recognised immediately in
the balance sheet with a corresponding charge
or credit to retained earnings through OCI in the
period in which they occur. Re-measurements are
not reclassified to statement of profit and loss in
subsequent periods.

Past service costs are recognised in profit or loss
on the earlier of:

• The date of the plan amendment or curtailment,
and

• The date that the Company recognises related
restructuring costs

Net interest is calculated by applying the discount
rate to the net defined benefit liability or asset. The
Company recognises the following changes in the
net defined benefit obligation as an expense in
the statement of profit and loss:

• Service costs comprising current service costs;
and

• Net interest expense or income
Compensated Absences

Accumulated leave, which is expected to be utilised
within the next 12 months, is treated as short-term
employee benefit. The Company measures the
expected cost of such absences as the additional
amount that it expects to pay as a result of the
unused entitlement that has accumulated at the
reporting date. The Company treats accumulated
leave expected to be carried forward beyond
twelve months, as long-term employee benefit
for measurement purposes. Such long-term
compensated absences are provided for based
on the actuarial valuation using the projected unit
credit method at the year-end. The Company treats
the entire leave as current liability in the balance
sheet, since it does not have an unconditional
right to defer its settlement for 12 months after the
reporting date.

The Code on Social Security, 2020 relating to
employee benefits during the employment and
post- employment benefits received President’s
assent on September 28, 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. The Company will assess
and record the impact of the Code, if any, when it
becomes effective.

k. Share - based payments

Employees of the Company receive remuneration
in the form of share-based payments, whereby
employees render services as consideration for
equity instruments (equity-settled transactions).

The cost of equity-settled transactions is
determined by the fair value at the date when
the grant is made using an appropriate valuation
model. The cost is recognised, together with a
corresponding increase in share-based payment
(“SBP”) reserves in equity, over the period in
which the performance and/or service conditions
are fulfilled in employee benefits expense. The
cumulative expense recognised for equity-
settled transactions at each reporting date until
the vesting date reflects the extent to which the
vesting period has expired and the Company’s
best estimate of the number of equity instruments
that will ultimately vest. The statement of profit
and loss expense or credit for a period represents
the movement in cumulative expense recognised
as at the beginning and end of that period and is
recognised in employee benefits expense.

In case of forfeiture of unvested option, portion
of amount already expensed is reversed. In a
situation where the vested option forfeited or
expires unexercised, the related balance standing
to the credit of the "Share based payment reserve”
are transferred to the "General Reserve”. .

l. Financial instruments

A financial instrument is any contract that
gives rise to a financial asset of one entity and a
financial liability or equity instrument of another
entity. The Company recognises a financial
asset or a liability in its balance sheet only when
the entity becomes party to the contractual
provisions of the instrument.

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at
fair value plus, in the case of financial assets
not recorded at fair value through profit or loss,
transaction costs that are attributable to the
acquisition of the financial asset, except trade
receivables that do not contain a significant
financing component or for which the Company
has applied the practical expedient are
measured at the transaction price determined
under Ind AS 115. The Company has accounted
for its investment in subsidiaries at cost, less
impairment, if any.

Subsequent measurement

For purposes of subsequent measurement
financial assets are classified into three
categories:

• Financial assets at fair value through OCI

• Financial assets at fair value through profit or
loss

• Financial assets at amortised cost

Where assets are measured at fair value, gains
and losses are either recognised entirely in
the statement of profit and loss (i.e. fair value
through profit or loss), or recognised in other
comprehensive income (i.e. fair value through
other comprehensive income).

A financial asset that meets the following two
conditions is measured at amortised cost (net of
any write down for impairment) unless the asset
is designated at fair value through profit or loss
("FVTPL”) under the fair value option.

• Business model test: The objective of the
Company’s business model is to hold the financial

asset to collect the contractual cash flows (rather
than to sell the instrument prior to its contractual
maturity to realise its fair value changes).

• Cash flow characteristics test: The contractual
terms of the financial asset give rise on specified
dates to cash flows that are solely payments of
principal and interest ("SPPI”) on the principal
amount outstanding. .

This category is the most relevant to the
Company. After initial measurement, such
financial assets are subsequently measured at
amortised cost using the effective interest rate
("EIR”) method. The EIR amortisation is included
in finance income in the profit or loss. The losses
arising from impairment are recognised in the
profit or loss.

A financial asset is classified as at the Financial
assets measured at Fair value through other
comprehensive income ("”FVTOCI””) if both of the
following criteria are met:

• The objective of the business model is achieved
both by collecting contractual cash flows and
selling the financial assets, and

• The asset’s contractual cash flows represent
SPPI.

A financial asset included within the FVTOCI
category are measured initially as well as at each
reporting date at fair value. Fair value movements
are recognised in the OCI. On derecognition
of the asset, cumulative gain or loss previously
recognised in OCI is reclassified from the equity
to P&L.

FVTPL is a residual category for financial
assets. Any instrument, which does not meet
the criteria for categorization as at amortized
cost or as FVTOCI, is classified as at FVTPL.
In addition, the Company may elect to
designate a financial asset, which otherwise
meets amortized cost or FVTOCI criteria, as
at FVTPL. However, such election is allowed
only if doing so reduces or eliminates a
measurement or recognition inconsistency
(referred to as ‘accounting mismatch’).
Financial assets included within the FVTPL
category are measured at fair value with all
changes recognised in the P&L.

Derecognition

A financial asset (or, where applicable, a part
of a financial asset or part of a group of similar
financial assets) is primarily derecognised (i.e.
removed from the Company’s statement of
financial position) when:

• The rights to receive cash flows from the asset
have expired, or

• The Company has transferred its rights to
receive cash flows from the asset or has
assumed an obligation to pay the received
cash flows in full without material delay
to a third party under a ‘pass-through’
arrangements and either (a) the Company
has transferred substantially all the risks and
rewards of the asset, or (b) the Company has
neither transferred nor retained substantially
all the risks and rewards of the asset, but has
transferred control of the asset.

When the Company has transferred its rights to
receive cash flows from an asset or has entered
into a pass-through arrangement, it evaluates
if and to what extent it has retained the risks
and rewards of ownership. When it has neither
transferred nor retained substantially all of the
risks and rewards of the asset, nor transferred
control of the asset, the Company continues to
recognise the transferred asset to the extent of
the Company’s continuing involvement. In that
case, the Company also recognises an associated
liability. The transferred asset and the associated
liability are measured on a basis that reflects the
rights and obligations that the Company has
retained.

Continuing involvement that takes the form of a
guarantee over the transferred asset is measured
at the lower of the original carrying amount of the
asset and the maximum amount of consideration
that the Company could be required to repay.

Impairment of financial assets

The Company assesses impairment based on
expected credit losses (“ECL”) model to the
following:

• Financial assets measured at amortised cost;
and

• Financial assets measured at FVTOCI

Expected credit losses (“ECL”) are measured
through a loss allowance at an amount equal to:

• the 12-month expected credit losses (expected
credit losses that result from those default
events on the financial instrument that are
possible within 12 months after the reporting
date); or

• full lifetime expected credit losses (expected
credit losses that result from all possible default
events over the life of the financial instrument).

For trade receivables or contract revenue
receivables, the Company follows ‘simplified
approach’ for recognition of impairment loss
allowance.

Under the simplified approach, the Company
does not track changes in credit risk. Rather, it
recognises impairment loss allowance based on
lifetime ECLs at each reporting date, right from
its initial recognition.

As a practical expedient, the Company uses a
provision matrix to determine impairment loss
allowance on the portfolio of trade receivables.
The provision matrix is based on its historically
observed default rates over the expected life of
the trade receivable and is adjusted for forward
looking estimates. At every reporting date, the
historical observed default rates are updated
and changes in the forward-looking estimates
are analysed.

For recognition of impairment loss on other
financial assets and risk exposure, the Company
determines that whether there has been a
significant increase in the credit risk since initial
recognition. If credit risk has not increased
significantly, 12-month ECL is used to provide
for impairment loss. However, if credit risk has
increased significantly, lifetime ECL is used. If,
in a subsequent period, credit quality of the
instrument improves such that there is no
longer a significant increase in credit risk since
initial recognition, then the Company reverts to
recognising impairment loss allowance based
on 12-month ECL.

For assessing increase in credit risk and
impairment loss, the Company combines
financial instruments on the basis of shared
credit risk characteristics with the objective of
facilitating an analysis that is designed to enable
significant increases in credit risk to be identified
on a timely basis.

Financial liabilities

Initial recognition and measurement

At initial recognition, all financial liabilities
other than fair valued through profit or loss are
recognised initially at fair value less transaction
costs that are attributable to the issue of financial
liability. Transaction costs of financial liability carried
at fair value through profit or loss is expensed in
profit or loss.

Subsequent measurement

The Company measures all financial liabilities at
amortised cost using the Effective Interest Rate
(“EIR”) method except for financial liabilities held
for trading and financial liabilities designated
upon initial recognition as at fair value through
profit or loss. Amortised cost is calculated by

taking into account any discount or premium on
acquisition and fees or costs that are an integral
part of the EIR. Financial liabilities held for trading
are measured at fair value through profit and loss.
The Company has not designated any financial
liability as at fair value through profit or loss.

Derecognition

A financial liability is derecognised when the
obligation under the liability is discharged or
cancelled or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset
and the net amount is reported in the balance
sheet if there is a current enforceable legal right
to offset the recognised amounts and there is an
intention to settle on a net basis, to realise the
assets and settle the liabilities simultaneously.

Trade and other payables

These amounts represent liabilities for goods and
services provided to the Company prior to the
end of financial year which are unpaid. Trade and
other payables are recognized initially at, their fair
value, and subsequently measured at amortized
cost using effective interest rate method.

m. Derivative financial instruments and hedge
accounting

Initial recognition and subsequent measurement

The Company enters into derivative contracts to
hedge foreign currency/price risk on highly probable
forecast transactions. Such derivative financial
instruments are initially recognised at fair value on the
date on which a derivative contract is entered into and
are subsequently remeasured at fair value. Derivatives
are carried as financial assets when the fair value is
positive and as financial liabilities when the fair value is
negative.

Any gains or losses arising from changes in the fair
value of derivatives are recorded in the statement
of profit or loss, except for the effective portion
of cash flow hedges, which is recognised in other
comprehensive income (“OCI”) and later reclassified
to profit or loss when the hedge item affects profit or
loss.

At the inception of a hedge relationship, the
Company formally designates and documents the
hedge relationship to which the Company wishes to
apply hedge accounting and the risk management
objective and strategy for undertaking the hedge.
The documentation includes the Company’s risk

management objective and strategy for undertaking
hedge, the hedging/ economic relationship, the
hedged item or transaction, the nature of the risk
being hedged, hedge ratio and how the entity will
assess the effectiveness of changes in the hedging
instrument’s fair value in offsetting the exposure to
changes in the hedged item’s cash flows attributable
to the hedged risk. Such hedges are expected to be
highly effective in achieving offsetting changes in
cash flows and are assessed on an ongoing basis
to determine that they actually have been highly
effective throughout the financial reporting periods
for which they were designated.

Hedges that meet the strict criteria for hedge
accounting are accounted for, as described below:

Cash flow hedges

The effective portion of the gain or loss on the
hedging instrument is recognised in OCI in the
cash flow hedge reserve, while any ineffective
portion is recognised immediately in the
statement of profit and loss.

The Company uses forward currency contracts
as hedges of its exposure to foreign currency
risk in forecast transactions. The ineffective
portion relating to foreign currency contracts is
recognised in other income or expenses.

Amounts recognised as OCI are transferred to
profit or loss when the hedged transaction affects
profit or loss, such as when a forecast sale occurs.

If the hedging instrument expires or is sold,
terminated or exercised without replacement or
rollover (as part of the hedging strategy), or if its
designation as a hedge is revoked, or when the
hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss previously
recognised in OCI remains separately in equity
until the forecast transaction occurs.

n. Treasury shares

The Company has created an Employee Benefit
Trust (“EBT”) for providing share-based payment
to its employees. The Company uses EBT as a
vehicle for distributing shares to employees under
the employee remuneration schemes. The EBT
buys shares of the Company from the market, for
giving shares to employees. The shares held by
EBT are treated as treasury shares.

Own equity instruments that are reacquired
(treasury shares) are recognised at cost and
deducted from equity. No gain or loss is
recognised in profit or loss on the purchase, sale,
issue or cancellation of the Company’s own equity

instruments. Any difference between the carrying
amount and the consideration, if reissued / sold, is
recognised in other equity (General Reserve). .

2.B. Significant accounting judgements, estimates and
assumptions

The preparation of the Company’s standalone
financial statements requires management to make
judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures, and
the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result
in outcomes that require a material adjustment to
the carrying amount of assets or liabilities affected in
future periods.

The key assumptions concerning the future and
other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing
a material adjustment to the carrying amounts of
assets and liabilities within the next financial year, are
described below. The Company based its assumptions
and estimates on parameters available when the
standalone financial statements were prepared.
Existing circumstances and assumptions about future
developments, however, may change due to market
changes or circumstances arising that are beyond the
control of the Company. Such changes are reflected in
the assumptions when they occur.

a. Revenue recognition

The Company uses the percentage-of-
completion method in accounting for its fixed-
price contracts. Use of the percentage-of-
completion method requires the Company
to estimate the efforts expended to date as a
proportion of the total efforts to be expended.

Judgement is also required to determine
transaction price for the contract. The transaction
price could be either a fixed amount of customer
consideration or variable consideration with
elements such as volume discounts, service level
credits etc. The estimated amount of variable
consideration is adjusted in the transaction price
only to the extent that it is highly probable that a
significant reversal in the amount of cumulative
revenue recognised will not occur and is reassessed
at the end of each reporting period.

b. Leases

The Company has entered into commercial property
leases for its offices.The Company evaluates if an
arrangement qualifies to be a lease as per the
requirements of Ind AS 116 ‘Leases’. Identification
of a lease requires significant judgment. The

Company uses significant judgement in assessing
the lease term and the applicable discount rate.
The Company has lease contracts which include
extension and termination option and this
requires exercise of judgement by the Company in
evaluating whether it is reasonably certain whether
or not to exercise the option to renew or terminate
the lease. The lease payments are discounted using
the interest rate implicit in the lease arrangement
or, If that rate cannot be readily determined, the
Company’s incremental borrowing rate is used,
being the rate that the Company would have to pay
to borrow the funds necessary to obtain an asset
of similar value to the right-of-use asset in a similar
economic environment with similar terms, security
and conditions.

c. Share - based payments

The Company measures share-based payments
and transactions at fair value and recognises over
the vesting period using Black Scholes valuation
model. Estimating fair value for share-based
payment transactions requires determination of
the most appropriate valuation model, which is
dependent on the terms and conditions of the
grant. This estimate also requires determination
of the most appropriate inputs to the valuation
model including the expected life of the share
option, volatility and dividend yield and making
assumptions about them. This requires a
reassessment of the estimates used at the end of
each reporting period. The Company is applying
forfeiture rate based on historical trend. The
assumptions and models used for estimating fair
value for share-based payment transactions are
disclosed in note 29.

d. Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan
and the present value of the gratuity obligation
are determined using actuarial valuations. An
actuarial valuation involves making various
assumptions that may differ from actual
developments in the future. These include
the determination of the discount rate, future
salary increases and mortality rates. Due to the
complexities involved in the valuation and its
long-term nature, a defined benefit obligation is
highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting
date.

The parameter most subject to change is the
discount rate. In determining the appropriate
discount rate, the management considers the
interest rates of government bonds in currencies
consistent with the currencies of the post¬
employment benefit obligation.

The mortality rate is based on the rates given
under Indian Assured Lives Mortality (2012-14).
Those mortality tables tend to change only at
interval in response to demographic changes.
Future salary increases and gratuity increases
are based on expected future inflation rates.

Further details about gratuity obligations are
given in note 28.

e. Fair value measurement of financial instruments

When the fair values of financial assets and
financial liabilities recorded in the balance sheet
cannot be measured based on quoted prices in
active markets, their fair value is measured using
valuation techniques including the discounted
cash flow (“DCF”) model. The inputs to these
models are taken from observable markets where
possible, but where this is not feasible, a degree of
judgement is required in establishing fair values.
Judgements include considerations of inputs such
as liquidity risk, credit risk and volatility. Changes in
assumptions about these factors could affect the
reported fair value of financial instruments. See
note 34 and 35 for further disclosures.

f. Impairment of non-financial assets

Impairment exists when the carrying value of
an asset or cash generating unit exceeds its
recoverable amount, which is the higher of its fair
value less costs of disposal and its value in use.
The fair value less costs of disposal calculation
is based on available data from binding sales
transactions, conducted at arm’s length, for
similar assets or observable market prices less
incremental costs for disposing of the asset.
The value in use calculation is based on a DCF
model. The cash flows are derived from the
projections for the next three to five years and
do not include restructuring activities that the
Company is not yet committed to or significant
future investments that will enhance the asset’s
performance of the CGU being tested. The
recoverable amount is sensitive to the discount
rate used for the DCF model as well as the
expected future cash-inflows and the growth rate
used for extrapolation purposes.

g. Impairment of other financial assets

For recognition of impairment loss on other
financial assets (other than trade receivables or
contract revenue receivables) and risk exposure,
the Company determines that whether there
has been a significant increase in the credit risk
since initial recognition. If credit risk has not
increased significantly, 12-month ECL is used to
provide for impairment loss. However, if credit

risk has increased significantly, lifetime ECL is
used. If, in a subsequent period, credit quality of
the instrument improves such that there is no
longer a significant increase in credit risk since
initial recognition, then the Company reverts to
recognising impairment loss allowance based
on 12-month ECL.

2.C. Other accounting policies

a. Dividends

Dividend income is recognised when Company’s
right to receive dividend is established by the
reporting date.

b. Government Grants

Government grants are recognised when there is
reasonable assurance that grant will be received
and all attached conditions will be complied with.

c. Research and development expenses for
software product

Research expenses for software product
are expensed as incurred. Software product
development cost are expensed as incurred
unless technical feasibility of project is
established, further economic benefit are
probable, the Company has an intention and
ability to complete and use or sell the software
and the cost can be measured reliably. The cost
which can be captialised include the cost of
material, direct labor and overhead cost that are
directly attributable to preparing the asset for its
intended use.

d. Cash and cash equivalents

Cash and cash equivalents comprise cash
at bank and short term investments with an
original maturity of three months or less which
are subject to an insignificant risk of changes in
value.

e. Dividend to equity holders of the Company

Annual dividend distribution to the shareholders
is recognised as a liability in the period in which
the dividends are approved by the shareholders.
Any interim dividend paid is recognised on
approval by Board of Directors. Dividend payable
is recognised directly in equity.

f. Earnings per share

Basic earnings per share is computed using the
net profit for the year (without taking impact of
other comprehensive income) attributable to

the shareholders and weighted average number
of shares outstanding during the year.

The diluted earnings per share is computed on
the same basis as basic earnings per share, after
adjusting the effect of potential dilutive equity
shares unless the impact is anti-dilutive, using
the net profit for the year attributable to the

shareholders and weighted average number of
equity and potential equity shares outstanding
during the year including share options. Potential
equity shares that are converted during the year
are included in the calculation of diluted earnings
per share, from the beginning of the year or date
of issuance of such potential equity shares, to the
date of conversion.

During the year ended March 31, 2025, the Company
recognised revenue of Rs. 224.93 million arising from
opening unearned revenue as of April 1, 2024. During
the year ended March 31, 2024, the Company recognised
revenue of Rs 352.99 million arising from opening
unearned revenue as on April 1, 2023.

During the years ended March 31, 2025 and March 31,
2024, there is no revenue recognised from performance
obligations satisfied (or partially satisfied) in previous
periods.

As at March 31, 2025 and March 31, 2024, the Company
does not have assets recognised from the cost incurred
to obtain or fulfil a contract with a customer.

Performance obligations and remaining performance
obligations

The remaining performance obligation disclosure
provides the aggregate amount of the transaction price
yet to be recognised as at the end of the reporting period
and an explanation as to when the Company expects
to recognise these amounts in revenue. Applying the
practical expedient as given in Ind AS 115, the Company
has not disclosed the remaining performance obligation
related disclosures for contracts:

a) where the revenue recognised 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 basis
or;

b) where the performance obligation is part of a contract
that has an original expected duration of one year or
less.

Remaining performance obligation estimates are subject
to change and are affected by several factors, including
terminations, changes in the scope of contracts, periodic
revalidations, adjustment for revenue that has not
materialised and adjustments for currency.

The aggregate value of performance obligations that
are completely or partially unsatisfied as at March 31,
2025, other than those meeting the exclusion criteria
mentioned above, is Rs. 9.14 million (March 31, 2024
Rs. 21.69 million). Out of this, the Company expects to
recognise revenue of around 100% (March 31, 2024 Rs.
81.48%) within the next one year and the remaining
thereafter. This includes contracts that can be terminated
for convenience without a substantive penalty since,
based on current assessment, the occurrence of the
same is expected to be remote.

Details of CSR expenditure:

Gross amount required to be spent by the Company during the year: Rs. 96.76 (March 31,2024: Rs. 87.44) million. Gross
amount approved by the board to be spent during the year: Rs. 96.76 (March 31, 2024: Rs:87.44) million.

Nature of CSR activities:

The Company contributes to NGOs to support initiatives that measurably improve the lives of underprivileged by
one or more of the focus areas such as health, poverty eradication, hunger eradication, education, gender equality,
environmental sustainability and such other causes as notified under Section 135 of the Act and Companies (Corporate
Social Responsibility Policy) Rules 2014 including any statutory amendments and modifications thereto.

The basic earnings per equity share are computed by dividing the net profit attributable to the equity shareholders
for the year by the weighted average number of equity shares outstanding during the reporting period. The number
of shares used in computing diluted earnings per share comprises the weighted average number of equity shares
considered for deriving basic earnings per equity share, and also the weighted average number of equity shares, which
would be issued on the conversion of all dilutive potential equity shares into equity shares, unless the results would be
anti-dilutive.

28. Gratuity benefit plans (Rupees in Million)

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under this Act, the employee who has completed five
years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service
and salary at retirement age. The gratuity scheme is managed by a trust which regularly contributes to insurance service
provider which manages the funds of the trust . The fund’s investments are managed by certain insurance companies
as per the mandate provided to them by the trustees and the asset allocation is within the permissible limits prescribed
in the insurance regulations. The Company recognises actuarial gains and losses immediately in other comprehensive
income, net of taxes.

29. Share-based payments
Employee Stock Option Plan

Under the employee stock option plan, the Company, grants options to senior executive employees of the Company
and its subsidiaries as approved by the Nomination and Remuneration Commitee. Vesting period is three years from
the date of grant. Further, vesting of certain portion of the stock options is dependent on the Compounded Annual
Growth Rate of the organic operating revenues of the Company.The fair value of the stock options is estimated at
the grant date using a Black and Scholes model, taking into account the terms and conditions upon which the
share options were granted. The contractual term of each option granted is six years. There are no cash settlement
alternatives. The Company does not have a past practice of cash settlement of these options.

The expense recognised for employee services received during the year is shown in the following table:

ESOP 2015 and ESOP 2022 scheme:

Pursuant to the applicable requirements of the erstwhile Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ("the SEBI guidelines”), the Company had
framed and instituted Employee Stock Option Plan 2015 ("ESOP 2015”) and Employee Stock Option Plan 2022 ("ESOP
2022”) (together referred to as "ESOP Scheme”) to attract, retain, motivate and reward its employees and to enable
them to participate in the growth, development and success of the Company. The ESOP Scheme envisages an eClerx
Employee Welfare Trust ("ESOP Trust”) which is authorised for secondary acquisition. During the year ended March
2025, ESOP trust has bought 317,978 shares ( March 31, 2024: 206,830 shares) from open market. As at March 31, 2025,
ESOP Trust holds 690,010 shares (March 31, 2024 : 793,117 ) of the Company and it will acquire additional equity shares at
prevailing market price to meet requirements of the ESOP scheme.

Movements during the year

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share
options during the year under ESOP 2015 scheme:

Notes:

(a) The Company has received Income tax demands
amounting to Rs. 200.39 million (including interest)
for financial years 2009-10 to 2021-22 against which
rectifications pending with jurisditional Income tax
Officers and appeals are pending with Commissioner
of Income Tax (Appeals), Income Tax Appelate
Tribunal and High court.

(b) The Company has received Service tax demands
amounting to Rs. 12.02 million (including interest and
penalties) for the period April 2007 to March 2013
against which appeal is pending with Central Excise
and Service Tax Appelate Tribunal.

(c) The Company has received GST Assessment Order for

demands amounting to Rs. 43.00 million (including
interest and penalties) for the period July 2017 to
March 2020 against which appeals are pending with
Commissioner Appeal. There is remote chance to
materialize the demand.

With respect to tax refund claims for the period July 2014

till March 2017 to the extent rejected by the Services Tax

Deparment for Rs. 2.08 million, the Company’s appeals
are pending with Central Excise and Service Tax Appelate
Tribunal.

The amounts represent best possible estimates arrived
at on the basis of available information. The uncertainties
and possible reimbursements are dependent on the
outcome of the different legal processes which have been
invoked by the Company or the claimants as the case
may be and therefore cannot be predicted accurately.
The Company engages reputed professional advisors
to protect its interest and has been advised that it has
strong legal positions against each of such disputes. The
Management including its tax advisors expect that its
position will likely be upheld on ultimate resolution and
probability of any tax demand materialising against the
Company is remote. Hence, no provision has been made
in the financial statements for these disputes except
Rs 15.22 million (March 31, 2024: 15.22 million) has been
provided as per requirement of Appendix C to Ind AS 12
Income taxes.

Note: The remuneration to the key management personnel are on accrual basis and does not include the provisions
made for gratuity, carry forward leave benefits and any long-term benefits payable, as they are determined on an
actuarial basis for the Company as a whole.

The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key
management personnel except share based payment which is disclosed on the basis of shares exercised.

32. Segment Information

The Company publishes the standalone financial statements of the Company 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.

33. Hedging activities and derivatives
Cash Flow Hedges

Foreign currency risk

Foreign exchange forward contracts measured at fair value through OCI are designated as hedging instruments in
cash flow hedges of forecast sales in US Dollars. These forecast transactions are highly probable, and they comprise
about 72.58% of the Company’s total expected sales for the next 12 months in US dollars from March 31, 2025. The foreign
exchange forward contract balances vary with the level of expected foreign currency sales and changes in the foreign
exchange forward rate. The terms of foreign currency forward contracts match with the terms of the expected highly
probable forecast transactions. As a result, no hedge ineffectiveness arises requiring recognition through profit or loss.

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

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

TThe fair values of the financial assets carried at fair value
through profit and loss (“FVTPNL”) classified as "Level 1” are
derived from quoted market prices in active markets. The
mutual funds are valued using the closing NAV. The cost
of unquoted investments included in “Level 3” of fair value
hierarchy approximate their fair value because there is a
wide range of possible fair value measurements and the cost
represents estimate of fair value within that range.

The Company enters into derivative financial instruments with
various counterparties. Foreign exchange forward contracts

are valued using valuation techniques, which employs the use
of market observable inputs. The valuation techniques include
forward pricing using present value calculations. The model
incorporates various inputs including the foreign exchange
spot and forward rates, yield curves of the respective
currencies, currency basis spreads between the respective
currencies, interest rate curves and forward rate curves of
the underlying currency. As at March 31, 2025, the marked-to-
market value of derivative asset / (liability) positions should be
net of credit valuation adjustment attributable to derivative
counterparty default risk. The changes in counterparty

The Company’s principal financial liabilities, other than
derivatives and lease liabilities, comprises 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 trade and
other receivables, cash and cash equivalents and other
bank balances that derive directly from its operations. The
Company also holds FVTPNL investments and enters into
derivative transactions.

The Company is exposed to market risk, credit risk and
liquidity risk. The Company’s senior management oversees
the management of these risks. The Company’s senior
management provides assurance to the Board of Directors
that the Company’s financial risk activities are governed by
appropriate policies and procedures and that financial risks
are identified, measured and managed in accordance with
the Company’s policies and risk objectives. 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 may be undertaken
which is consistent with the Company’s foreign risk
management policy. The Board of Directors reviews and

agrees policies for managing each of these risks, which are
summarised below.

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 mainly comprises of currency
risk and other price risk, such as equity price risk. Financial
instruments affected by market risk include deposits,
FVTPNL investments and derivative financial instruments.

The sensitivity analysis in the following sections relate to
the position as at March 31, 2025 and March 31, 2024.

The sensitivity analysis have been prepared on the
basis that the derivatives and the proportion of financial
instruments in foreign currencies are all constant and on
the basis of hedge designations in place at March 31, 2025.

The analysis exclude the impact of movements in market
variables on: the carrying values of gratuity and other post¬
retirement obligations; provisions, and the non-financial
assets and liabilities of foreign operations.

The following assumptions have been made in calculating the
sensitivity analysis:

- The sensitivity of the relevant profit or loss item is the
effect of the assumed changes in respective market
risks. This is based on the financial assets and financial
liabilities held at March 31, 2025 and March 31, 2024
including the effect of hedge accounting.

- The sensitivity of equity is calculated by considering
the effect of any associated cash flow hedges at
March 31, 2025 and March 31, 2024 for the effects of the
assumed changes of the underlying risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future
cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Company’s exposure to the
risk of changes in foreign exchange rates relates primarily
to the Company’s operating activities (when revenue or
expense is denominated in a foreign currency) and the
Company’s net investment in foreign subsidiaries.

The Company manages its foreign currency risk by
hedging transactions that are expected to occur within a
maximum 24-month period for hedges of forecasted sales.

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
with forecasted sales.

As at March 31, 2025, the Company hedged 72.58% (March
31, 2024: 66.11%) of its expected foreign currency sales for
the next 12 months in US dollars from the balance sheet
date. Those hedged sales were highly probable at the
reporting date. This foreign currency risk is hedged by
using foreign currency forward contracts.

Foreign currency sensitivity

The Company operates internationally and portion of
the business is transacted in several currencies and
consequently the Company is exposed to foreign
exchange risk through its sales and services in overseas.

The Company evaluates exchange rate exposure arising
from foreign currency transactions and the Company
follows established risk management policies, including
the use of derivatives like foreign exchange forward
contracts to hedge exposure to foreign currency risk.”

The following table demonstrate the sensitivity to a
reasonably possible change in USD and EUR exchange
rates, with all other variables held constant. The impact on
the Company’s profit before tax is due to changes in the
fair value of monetary assets and liabilities. The impact
on Company’s pre-tax equity is due to changes in the fair
value of forward exchange contracts designated as cash
flow hedges.

Equity price risk

The Company’s equity price risk is minimal due to no
investment in listed securities and minimal investment in
non-listed equity securities.

At the reporting date, the exposure to unlisted equity
securities at was Rs. 63.65 million (March 31, 2024: Rs.
52.35 million). The value stated is based on net asset value
shared by the fund and no sensitivity analysis is done since
amount is not material.

Credit risk

Credit risk is the risk that counterparty will not meet its
obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed
to credit risk from its operating activities (primarily trade
receivables) including deposits with banks and financial
institutions, foreign exchange transactions and other financial
instruments.

Customer credit risk is managed by each business unit
subject to the Company’s established policy, procedures
and control relating to customer credit risk management.
Outstanding customer receivables are regularly
monitored and followed up.

For trade receivables or contract revenue receivables, the
Company follows ‘simplified approach’ for recognition of
impairment loss allowance.

Under the simplified approach, the Company does
not track changes in credit risk. Rather, it recognises
impairment loss allowance based on lifetime ECLs at
each reporting date, right from its initial recognition.

The Company uses a provision matrix to determine
impairment loss allowance on the portfolio of trade
receivables. The provision matrix is based on its
historically observed default rates over the expected
life of the trade receivable and is adjusted for forward
looking estimates. At every reporting date, the historical
observed default rates are updated and changes in the
forward-looking estimates are analysed.

Credit risk from balances with banks and financial
institutions is managed by the Company’s treasury
department in accordance with the Company’s policy.
Investments of surplus funds are made only with approved
counterparties and within credit limits assigned to each
counterparty. Counterparty credit limits are reviewed by
the Company’s treasury department on a periodic basis as
per the Board of Directors approved Investment policy. The
limits are set to minimise the concentration of risks and
therefore mitigate financial loss through counterparty’s
potential failure to make payments.

The Company’s maximum exposure relating to financial
derivative instruments is noted in note 33 and note 34.

Liquidity risk

Liquidity risk refers to the risk that the Company cannot
meet its financial obligations. The objective of liquidity risk
management is to maintian sufficient liquidity and ensure that
funds are available for use as per requirements. The Company
consistently generated sufficient cash flows from operations to
meet its financial obligations as and when they fall due.

37. 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 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
monitors capital using a gearing ratio, which is net debt
divided by total capital plus net debt. The Company does
not have any external debt.

No changes were made in the objectives, policies or
processes for managing capital during the years ended
March 31,2025 and March 31, 2024.

38. Audit trail in accounting softwares

The Company has used multiple accounting softwares for
maintaining its books of account, which have a feature of
recording audit trail (edit log) facility and that has operated

throughout the year for all relevant transactions recorded in
the software, except for the following:

(i) In respect of the core accounting software, the audit
trail feature was not enabled and maintained for
modifications to certain financially relevant tables
during the period from April 1, 2024 to September 24,
2024;

(ii) Four accounting softwares do not have the audit trail
feature enabled at the database level to log any direct
data changes for the period April 1, 2024 to February
18, 2025 and

(iii) with respect to another accounting software of a third-
party service provider used for the period April 1, 2024
to November 30, 2024 for maintaining certain records,
in the absence of the independent service auditor’s
report, the management is unable to comment on
the audit trail (edit log) feature in that accounting
software.

Further no instance of audit trail feature being tampered
with was noted where audit trail has been enabled. Further,
the audit trail has been preserved by the Company except
for (i), (ii) and (iii) above as per the statutory requirements for
record retention.

40. Additional regulatory requirements under schedule III

(i) Details of Benami Property held

No proceedings have been initiated on or are
pending against the Company for holding
benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made
thereunder.

(ii) Borrowing secured against current assets

The Company has borrowing facility from
banks on the basis of security of current assets.
The quarterly returns or statements of current
assets filed by the Company with banks are in
agreement with the books of accounts.

(iii) Wilful defaulter

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

(iv) Relationship with struck off companies

The Company has no transactions with the
companies struck off under Companies Act, 2013
or Companies Act, 1956.

(v) Compliance with number of layers of companies

The Company has complied with the number of
layers prescribed under the Companies Act, 2013.

(vi) Compliance with approved scheme(s) of
arrangements

The Company has not entered into scheme of
arrangement which has an accounting impact on
current or previous financial year.

(vii) Utilisation of borrowed funds and share premium

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 (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 Ultimate
Beneficiaries or

b. provide any guarantee, security or the like on
behalf of the ultimate beneficiaries

The Company has not received any funds 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

(viii) Undisclosed income

There is no income surrendered or
disclosed as income during the current or
previous year in the tax assessments under
the Income Tax Act, 1961, that has not been
recorded in the books of account.

(ix) Details of crypto currency or virtual currency

The Company has not traded or invested in crypto
currency or virtual currency during the current or
previous year.

(x) Valuation of PP&E, intangible asset and
investment property

The Company has not revalued its property, plant
and equipment (including Right-of-Use assets)
or intangible assets or both during the current or
previous year.

(xi) Title deeds of immovable properties not held in
name of the Company

The Company does not own any immovable
property (other than properties where the
Company is the lessee and the lease agreements
are duly executed in favour of the lessee)

(xii) Registration of Charges or satisfaction with
Registrar of Companies (ROC)

The Company does not have any charge or
satisfaction not registered with the ROC beyond
the statutory period.

(xiii) Utilisation of borrowings availed from banks
and financial institutions

The Company has not otained any borrowings
from bank or financial institutions.

(xiv) Loans or advances to specified person

The Company has not granted any loans
or advances in the nature of loans to
promoters, directors, KMPs and related
parties (as defined under Companies Act,
2013) either severally or jointly with any
other person, that are (a) repayable on
demand; or (b) without specifying any terms or
period of repayment.

41. Core Investment Companies (CIC)

Management has assessed that there are
no CIC in the Group (‘Companies in the
Group’ is as defined in Master Direction -
Core Investment Companies (Reserve Bank)
Directions, 2016, as amended).

42. Transfer pricing

The Company has a comprehensive system of
maintenance of information and documents as required
by the transfer pricing legislation under sections 92-
92F of the Income Tax Act, 1961. Since the law requires
existence of such information and documentation to
be contemporaneous in nature, the Company appoints
independent consultants for conducting a Transfer
Pricing Study to determine whether the transactions
with associate enterprises are undertaken, during the
financial year, on an ‘arm’s length basis’. Adjustments,
if any, arising from the transfer pricing study in the
respective jurisdictions shall be accounted for as and
when the study is completed for the current financial
year. However the management is of the opinion that
its international transactions are at arms’ length so that
the aforesaid legislation will not have any impact on the
financial statements.

43. Figures for the previous year have been regrouped
wherever necessary to conform to those of the current year.

The accompanying notes form an integral part of these consolidated financial statements.

As per our report of even date For and on behalf of the Board of Directors of

For Price Waterhouse Chartered Accountants LLP eClerx Services Limited

Firm Registration Number: 012754N/N500016 CIN: L72200MH2000PLC125319

Neeraj Sharma Kapil Jain ^{Shailesh Kekre}

Partner Managing Director & Group CEO ^Director

Membership Number: 108391 DIN: 10170402 ^{DIN: 076795}8³

Place: Mumbai

Date: May 14, 2025 Srinivasan Nadadhur ^{Pratik Bhanushali}

Chief Financial Officer Company Secretary and

Compliance Officer
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