2.18 Provisions and contigencies
The Company recognises a provision when there is a present obligation as a result of past obligating event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made.Provisions for onerous contracts i.e. contracts where the expected unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognized when it is probable that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation."
2.19 Significant accounting judgements, estimates and assumptions Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with IND AS requires management to make certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The principal accounting policies adopted by the Company in the financial statements are as set out above. The application of a number of these policies required the Company to use a variety of estimation techniques and apply judgment to best reflect the substance of underlying transactions.
The Company has determined that a number of its accounting policies can be considered significant, in terms of the management judgment that has been required to determine the various assumptions underpinning their application in the financial statements presented which, under different conditions, could lead to material differences in these statements.
The policies where significant estimates and judgments have been made are as follows:
Estimates and assumptions
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 adjustments to the carrying amounts of assets and liabilities within the next financial year are discussed below:
• Estimation of fair value of acquired financial assets and financial liabilities: When the fair value of financial assets and financial liabilities recorded in the Balance sheet cannot be derived from active markets, their fair value is determined using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments 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.
• Un-collectability of trade receivables: Analysis of historical payment patterns, customer concentrations, customer credit-worthiness and current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required. Further recoverability of various claims as per power purchase agreement including change in law claim are subject to adjudicate at appropriate regulatory authorities.
• Taxes: Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates, for possible consequences of assessment by the tax authorities. The amount of such provisions is based on various factors, such as experience of previous tax assessment and differing interpretations of tax laws by the taxable entity and the responsible tax authority. The Company assesses the probability for litigation and subsequent cash outflow with respect to taxes.
• Gratuity benefits: The cost of defined benefit plans and the present value of the obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions which 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 complexity of the valuation, the underlying assumptions 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.
Employee Stock Option Scheme (ESOP): The Company has implemented an Employee Stock Option Scheme (“ESOP”) in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.Stock options are granted to eligible employees as determined by the Nomination and Remuneration Committee. The options vest over such period as specified in the scheme and are exercisable within the stipulated exercise period, subject to the terms and conditions of the scheme.The Company accounts for share-based payments in accordance with Ind AS 102 - Share-based Payment, and the compensation cost is recognized over the vesting period based on the fair value of options granted.
Actual results can differ from estimates.
2.20 Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On August 12, 2024 and September 09, 2024, MCA issued the Companies (Indian Accounting Standards) Amendment Rules, 2024 and Companies (Indian Accounting Standards) Second Amendment Rules, 2024 introducing following changes:
a) Ind AS 117 - Insurance Contracts:Ind AS 117: Insurance Contracts was introduced and Ind AS 104: Insurance Contracts was withdrawn. This was accompanied with consequent amendments in other standards. The Company has evaluated the amendment and there is no impact of the amendment in the standalone financial statements.
b) Ind AS 116 - Leases:The amendments clarify accounting treatment for a seller-lessee involved in sale and leaseback transactions, and introduced some related illustrative examples. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its standalone financial statements.
c) Rights, preferences and restrictions attached to equity shares:
(i) The Company has only one class of equity shares having a par value of Rs. 10 each. Each holder of equity shares is entitled to one vote per share. The Company declares and pay dividend in Indian rupees.
(ii) In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amount, in proportion to the shareholding. The distribution will be in proportion to the number of the equity shares held by the shareholders.
30 Financial risk managament objectives and policies:
The Company's principal financial liabilities comprises of loans and borrowings and trade and other payables. The main purpose of these financial liabilities is to raise finance for the Company's operations. The Company has loans and receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations. The Company also hold investments designated at fair value through profit or loss, fair value through other comprehensive income, at amortised cost and at cost for investment in subsidiaries.
The Company is exposed to Foreign Currency risk, credit risk and liquidity risk.
. The Company's senior management oversees the management of these risks. The Company's senior management advises on financial risks and the appropriate financial risk governance framework for the Company. It is the Company's policy that no trading in derivatives for speculative purpose may be undertaken.
The directors reviews and agrees policies for managing each of these risks which are summarised below:
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The majority of our assets are located in India where the Indian rupee is the functional currency. Currency exposures also exist in the nature of revenue expenditure and services denominated in currencies other than the Indian Rupee.
Foreign currency exposures are normally unhedged.
The carrying amount of the Company's financial assets and liabilities in different currencies are as follows:
The Company's exposure to foreign currency arises where a Company holds monetary assets denominated in a currency different to the functional currency with US dollar being the major foreign currency exposure. Set out below is the impact of a 5% change in the US dollar on profit and equity arising as a result of the revaluation of the Company's foreign currency financial instruments:
Credit risk analysis
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 for trade and other receivables) and from its financing activities, including short-term deposits with banks and financial institutions, and other financial assets.
The carrying value of financial assets represents the maximum exposure for credit risk. The maximum exposure to credit risk of each class of financial assets at the reporting date was as follows:
The credit worthiness of customers / subsidiaries to which the Company grants credit in the normal course of the business is monitored regularly. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.
Liquidity risk analysis:
The Company's main source of liquidity is its operating businesses. The treasury department uses regular forecasts of operational cash flow, investment and trading collateral requirements to ensure that sufficient liquid cash balances are available to service on-going business requirements. The Company manages its liquidity needs by carefully monitoring cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 90 day projection. Long-term liquidity needs for a 90 day and a 30 day lookout period are identified monthly.'
The Company requires funds both for short-term operational needs as well as for long-term investment programmes:
The following is an analysis of the Company contractual undiscounted cash flows payable under financial liabilities at 31 March 2026
Capital management
Capital includes equity attributable to the equity holders of the parent and debt.
The primary objective of the Company's capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value objectives include, among others:
• Ensure Company's ability to meet both its long-term and short-term capital needs as a going concern;
• Constantly evolve multiple funding alternatives - equity and / or preference capital, non convertible debentures, corporate loan facilities to arrive at an optimal capital mix;
No changes were made in the objectives, policies or processes during the year ended March 31,2026 and March 31,2025
The Company maintains a mixture of cash and cash equivalents that are designed to ensure the Company has sufficient available funds for business requirements.
The Company does not have any short term or long term outstanding debts and hence the Debt to Equity Ratio is zero as at March 31,2026 and March 31,2025.
32 Fair value hierarchy
The table below analyses recurring fair value measurements for financial assets and financial liabilities. These fair value measurements are categorised in to different levels in the fair value hierarchy based on the inputs to valuation techniques used. The different levels are defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices that is observable for the asset or liability, either directly or indirectly.
Level 3: valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
37 Delay in Appointment of Company Secretary
The Company Secretary resigned w.e.f 26 August 2025. The management is taking necessary steps to fill the vacancy at the earliest. Pending such appointment, the Company has ensured that all applicable statutory and regulatory compliances are being duly adhered to by the designated officials."
40 The Company has received Rs.12,92,636/- (equivalent to Euros 20,000) during the financial year 2009-10 towards advance for the sale of 80% shareholding in its wholly owned subsidiary B2B Technologies Kassel Gmbh. The shares have not been transferred pending approval from RBI. The company has made a provision of Rs. 39,37,554 towards loss on sale of investment and a provision for Rs.13,07,549 for dimunition in the value of investment.
41 The Wholly Owned Subsidiaries of the company at Malaysia, B2B Infotech SDN BHD and at Singapore, B2B Infotech Pte Ltd are under liquidation. The Company has made a provision for dimunition in the value of investment to the extent of 100% of the carrying amount.
42 Segment Reporting:
The Company is primarly engaged in Information Technology and related services. There is one reportable geographical segment in terms of IND AS 108 on Segment Reporting issued by the The Institute of Chartered Accountants of India.
46 Increase in Authorised Share CapitalPursuant to the approval of the shareholders at the EGM held on 26 March 2026, the authorised share capital of the Company was increased from Rs. 12,00,00,000 divided into 1,20,00,000 equity shares of Rs. 10 each to Rs. 18,00,00,000 divided into 1,80,00,000 equity shares of Rs. 10 each.Consequently, Clause V of the Memorandum of Association of the Company was altered to reflect the above increase.
47 Loan to B2B ESOP Trust We have observed that an amount of Rs.60,00,000/- is advanced to B2B ESOP Trust in February 2008 and Rs. 40,00,000/- is advanced in March 2025, for allotment of shares to employees under ESOP scheme. The Company allotted 6,00,000 shares to B2B ESOP Trust in April 2008. During the year, the Company has received Rs. 26,07,550/- from B2B ESOP Trust towards repayment of Loan out of the proceeds of shares received upon excerise of shares by the employees. The details of the grant of ESOPs is given in Note 49 below.
48 Withdrawal of ESOP Allotment and Request for Cancellation of PAS-3The Company filed Form PAS-3 on March 25, 2025 for allotment of 4,00,000 equity shares under the ESOP Trust route. Subsequently, upon detailed evaluation of the compensation framework, the Board of Directors decided to withdraw the said allotment. The Company stated that no options were granted or exercised and that the said allotment has been reversed and not given effect to in the financial statements. The Company also made an application to the Registrar of Companies for cancellation of the said filing, which is pending as at reporting date.
49 Employee Stock Option Plan
The Nomination and Remuneration Committee (NRC) of the Board of Directors approved the ESOP Scheme 2024 vide resolution dated 11 February 2025, under which the Company had granted options to the eligible employees of the Company pursuant to the approval of the shareholders dated 26 September 2024 and in-principle approval obtained from BSE Limited under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. The options granted under the Scheme during the previous financial year have vested and have been exercised by the eligible employees during the financial year 2025-26 in accordance with the terms of the Scheme. The details of the Scheme are as follows:
54 The provisions of Section 135 of the Companies Act, 2013 is not applicable to the company. Hence, the company has not incurred any amount towards Corporate Social Responsibitily during the current year or previous year.
55 Other Disclosure Requirement in Schedule III
a) The company does not have any transaction with the companies struck off under section 248 of the Companies Act 2013 or section 560 of the Companies Act 1956 during the year ended March 31,2026 and March 31,2025.
b) There are no charges or satisfaction which are to be registered with the Registrar of Companies during the year ended March 31,2026 and March 31,2025.
c) The company complies with the number of layers of companies in accordance with clause 87 of Section 2 of the Act read with the Companies (Restriction on number of layers) rules 2017 during the year ended March
31.2026 and March 31,2025.
d) The company has not invested or traded in cryptocurrency or virtual currency during the year ended March
31.2026 and March 31,2025.
e) No proceedings have been initiated on or are pending against the company for holding Benami property under the Prohibition of Benami Property Transaction Act 1988 (as amended in 2016) (formally the Benami Transactions (Prohibition) Act 1988 (45 of 1988) and Rules made thereunder during the year ended March
31.2026 and March 31,2025.
f) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.
g) The company has not entered into any scheme of arrangement approved by the competent authority in terms of sections 232 to 237 of the Companies Act 2013 during the year ended March 31,2026 and March 31,2025.
h) During the year ended March 31,2026 and March 31,2025, the company has not surrendered or disclosed as income any transactions not recorded in the books of accounts in the course of tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provisions of the Income Tax Act 1961).
i) During the year ended March 31,2026 and March 31, 2025, the company has not advanced or loaned or invested funds (either borrowed funds or the share premium or kind of funds) to any other person or entities, including foreign entities (Intermediarntities, including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall: 1. 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 2. Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
j) During the year ended March 31,2026 and March 31,2025, the company has not received any funds from any persons or entities including foreign entities (Funding party) with the understanding (whether recorded in writing or otherwise) that the company shall:
1. 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
2. Provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
k) The Company does not have any immovable properties included under Property, Plant & Equipments.
l) The Company does not have any Investment Property and intangible assets under development.
56 Events after the Reporting PeriodIssue of Bonus Shares:The Company, pursuant to approval of shareholders obtained on EGM conducted on 26 March 2026, has issued bonus equity shares in the ratio of 1:2 (one equity share for every two equity shares held). The allotment of bonus shares was completed on 2 April 2026 and the shares were credited to shareholders' accounts on or before 6 April 2026. Accordingly, the share capital and reserves as at 31 March 2026 do not reflect the above bonus issue. In accordance with the principles of Ind AS 10, the above represents a non-adjusting event and hence has not been recognized in the financial statements as at 31 March 2026. However, the effect of bonus shares has been considered at the time of calculation of Diluted EPS in Note 38 above.
57 Interim DividendThe Company, vide Board Resolution dated 30.01.2026, declared an interim dividend of Rs. 1 per share. The record date for determining the entitlement of members to the interim dividend was 07 February 2026.
58 Previous period figures have been regrouped/reclassified/rearranged, wherever necessary, to conform to those
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