2.16. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present obligation (legal or constructive), as a result of
a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the 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 the obligation or a reliable estimate of the amount cannot be made.
Contingent Assets are disclosed only when an inflow of economic benefit is probable
2.17. Cash and Cash Equivalents
Cash and cash equivalents comprise cash and deposit with banks and corporations. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.
2.18. 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. Financial instruments also include derivative contracts such as foreign exchange forward contracts.
1) Measurement and Recognition of financial instruments
The Company's accounting policies and disclosures require measurement of fair values for the financial instruments. The Company has an established control framework with respect to measurement of fair values. The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses evidence obtained from third parties to support the conclusion that such valuations meet the requirements of Ind AS, including level in the fair value hierarchy in which such valuations should be classified. When measuring the fair value of a financial asset or a financial liability, the Company uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included in 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 asset or liability that are not based on observable market data (unobservable inputs).
If inputs used to measure fair value of an asset or a liability fall into different levels of fair value hierarchy, then fair value measurement is categorised in its entirety in the same level of fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognises transfers between levels of fair value hierarchy at the end of the reporting period during which the change has occurred.
2) Recognition
(i) Initial Measurement
Financial assets and liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised in profit or loss.
(ii) Subsequent Measurement
(a) Financial Assets:
(i) Financial assets at amortised cost
Financial assets are subsequently measured at amortised cost if these financial assets are held within a business whose objective is to hold these assets in order to collect contractual cash flows and contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(ii) Financial assets at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
(iii) Financial assets at fair value through profit or loss (FVTPL)
Financial assets are measured at FVTPL unless they are measured at amortised cost or at FVTOCI on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit or loss are immediately recognized in the statement of profit and loss.
(iv) Derecognition
The Company derecognises a financial asset when the rights to receive cash flows from the asset have expired or it transfers the right to receive the contractual cash flow on the financial assets in a transaction in which substantially all the risk and rewards of ownership of the financial asset are transferred.
(B) Financial Liabilities
All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost. Financial liabilities are carried at amortized cost using the effective interest method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
Derecognition
The Company derecognizes a financial liability (or a part of a financial liability) from the Company's Balance Sheet when the obligation specified in the contract is discharged or cancelled or expires.
(c) Equity instruments
An equity instrument is a contract that evidences residual interest in the assets of the Company after deducting all of its liabilities. The Company is recognised equity instrument at the proceeds received net off direct issue cost.
(d) 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 currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously
2.19 Impairment of Assets
i) Financial assets
The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, debt instruments classified as FVTOCI, trade receivables, unbilled receivables and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive discounted using the effective interest rate. Loss allowances for trade receivables, unbilled receivables and finance lease receivables are measured at an amount equal to lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a provision matrix which takes in to account, risk profiling of customers and historical credit loss experience adjusted for forward-looking information. For other financial assets, expected credit loss is measured at the amount equal to twelve months expected credit loss unless there has been a significant increase in credit risk from initial recognition, in which case those are measured at lifetime expected credit loss.
ii) Impairment of Investment in subsidiaries
The Company assesses investments in subsidiaries for impairment whenever events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the investment in subsidiary. The recoverable amount of such investment is the higher of its fair value less cost of disposal ("FVLCD") and its value-in-use ("VIU"). The VIU of the investment is calculated using projected future cash flows. If the recoverable amount of the investment is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss.
iii) Non-financial assets
The Company assesses long-lived assets such as property, plant and equipment, RoU assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Company estimates the recoverable amount of the asset or group of assets.
Goodwill is tested for impairment at least annually at the same time and when events occur or changes in circumstances indicate that the recoverable amount of the cash generating unit is less than its carrying value. The goodwill impairment test is performed at the level of cash¬ generating unit or groups of cash-generating units, which represents the lowest level at which goodwill is monitored for internal management purposes.
2.20 Recent 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. For the year ended 31st March, 2026, MCA has notified following Amendment to Ind AS, applicable to the Company w.e.f. 1st April, 2025.
- Ind AS - 21 The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability
- Ind AS 12 - Income Taxes relating to International Tax Reform - Pillar Two Model Rules - Exception to recognition and disclosure of deferred tax
- Amendments to Ind AS 7 - Cash flow statement and Ind AS 107 - Financial Instrument - Disclosures relating to supplier finance arrangements
- Ind AS 1 - Presentation of Financial Statements - Classification of Liabilities as current or non-current and non-current liabilities with covenants.
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.
The MCA has issued certain amendments to Indian Accounting Standards which are not yet effective as at 31st March, 2026. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Note 5.1
i) I n order to support its wholly owned subsidiary (WOS) Aurionpro Payment Solutions Pvt. Ltd. (AuroPay) to set up operations, ramp up the necessary infrastructure and also to meet the specific criteria of Net Worth as required by RBI from time to time, during the year, the Company has made further investment and subscribed to 1,00,00,000 (31 March, 2025: 2,00,00,000) compulsory Convertible Preference Shares of the face value of ' 10/- each amounting to ' 1,000 lakhs (31 March, 2025: '2,000 lakhs) after obtaining approval of the Investment Committee of the Board.
ii) During the previous year , pursuant to the approval of the Board of Directors dated 19/04/2024, the Company acquired majority stake (67.75%) in Arya.ai operated under legal entity Lithasa Technologies Private Ltd for an aggregate cash consideration of ' 12,509.03 Lakhs.
iii) During the previous year, pursuant to the approval of the Board of Directors on 24/07/2024, the Company has entered into a share purchase agreement dated 02/09/2024 for acquisition of 100% stake in Skanan Hardware Private Limited (Skanan) for consideration upto ' 1,859.57 Lakhs. The company has completed the transaction during the quarter ended 30/09/2024 and acquired 14,080 Equity Shares representing 100% stake in Skanan.
iv) During the previous year, the Company has acquired the balance 51% stake in Intellvisions Software LLC, UAE through its Singapore based wholly owned subsidiary i.e. Aurionpro Solutions Pte Ltd at mutually agreed considerations thereby making it wholly owned subsidiary of the Company. The transaction was completed in accordance with applicable local regulatory requirements.
v) During the year, Pursuant to the approval of the Board of Directors on April 9, 2025, and subsequent approval by the relevant committee on April 11, 2025, the Company acquired a 100% equity stake in Fintra Software Private Limited for a total consideration of ' 2,300 Lakhs including a fixed consideration of ' 1,400 Lakhs, payable in one or more tranches.
vi) Arya AX AI has been incorporated as a Wholly Owned Subsidiary of the Company on October 23, 2024.
vii) Pursuant to a share swap arrangement for acquisition of 17.34% of the paid-up equity share capital of InfrariskSG Pte. Ltd.('Infrarisk'), the Company has allotted 48,134 equity shares of face value of '10/- each to the founders of Infrarisk. The Company has received listing approval from the stock exchanges on March 19, 2026 and trading approval on April 09, 2026 in respect of the aforesaid shares. Further the Company has acquired balance 82.66% through its wholly owned subsidiary Aurionpro Solutions Pte. Ltd. (ASPL).
viii) During the previous year, the Company has written off other investment of E 9.03 lakhs.
ix) During the year, the Company infused USD 14,000,000 in Aurionpro Solutions Pte. Ltd. (ASPL), wholly owned subsidiary. Pursuant to the said infusion, ASPL issued 21,10,419 (Twenty One Lakhs Ten Thousand Four Hundred Nineteen) equity shares at a face value of SGD 8.60/- per share to the Company.
Note 16. Share Capital (contd.)
(2) 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 is entitled to one vote per share. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.
(3) Details pertaining to aggregate number and class of shares allotted for consideration other than cash, bonus shares.
a) Pursuant to a share swap arrangement for acquisition of 17.34% of the paid-up equity share capital of InfrariskSG Pte. Ltd.('Infrarisk'), the Company has allotted 48,134 equity shares of face value '10/- each to the founders of Infrarisk. The Company has received listing approval from the stock exchanges on March 19, 2026 and trading approval on April 09, 2026 in respect of the aforesaid shares.
b) During the previous year, Pursuant to the approval of the Board of Directors on 14/05/2024 and approval of the shareholders of the Company on 14/06/2024, the Fund Raising Committee of the Board has made allotment of 2,76,06,765 equity shares of '10 each as fully paid-up Bonus shares on 28/06/2024 in the ratio of 1:1 i.e. 1 (One) new fully paid-up Equity Shares of '10/-(Rupees Ten only) each for every 1(One) existing fully paid-up Equity Share of '10/-(Rupees Ten only) each held by the eligible shareholders as on Record Date i.e. 27/06/2024 fixed for this purpose.
4.1 Shares Issue under ESPS
Pursuant to the approval from the Board of Directors on 25/07/2022 and Shareholders on 26/09/2022, Aurionpro Solutions Limited - Employee Stock Purchase Scheme 2022 ('ASL ESPS 2022') was instituted and Aurionpro Solutions Ltd - Employee Benefit Trust ('ASL ESPS Trust') was formed to administer the ESPS plan. During the earlier year, the Company has made allotment of 10,00,000 equity shares of ' 10 each to ASL ESPS Trust' on 15/05/2023 under ASL ESPS 2022. ASL ESPS Trust is consolidated in the standalone financial statements of the Company.
The Board of Directors of the Company, at its meeting held on October 21, 2024, approved the Aurionpro Solutions Limited - Employee Stock Option Scheme, 2024 ("ASL ESOP 2024”), comprising a total pool of 30,00,000 stock options. The Scheme was subsequently approved by the shareholders of the Company at the Extraordinary General Meeting held on January 22, 2025.
4.2 Qualified Institutional Placement ("QIP")
During previous year, pursuant to the approval of the Board of Directors dated 10/01/2024 for the Qualified Institutional Placement ("QIP"), approval of the shareholders dated 07/02/2024 and post receipt of In-principle approval of the BSE and NSE on 13/03/2024 the Company made allotment of 18,88,665 Equity Shares to the eligible Qualified Institutional Buyers(”QIB") on 08/04/2024 at an issue price of ? 2,000 each for an aggregate subscription amount of ? 37,773.30 lakhs
Note 17. Other Equity (Contd.)
Note 17.1
(i) Capital Reserve
The Company recognises difference between the amount of consideration paid and net worth of acquired business as capital reserve for common control business combination transactions.
(ii) Share Options Outstanding Account
Employee Share options reserve represents the cumulative expense recognized for equity-settled transactions at each reporting date until the employee share options are exercised/expired upon which such amount is transferred to Profit and Loss.
(iii) Securities Premium
Securities Premium Reserve is used to record premium on issuance of shares. The reserve is utilised in accordance with provisions of the Companies Act, 2013.
(iv) Capital Redemption Reserve
As per Companies Act 2013, capital redemption reserve is created when company purchases it own shares out of profits. A sum equal to nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilized in accordance with the provisions of section 69 of Companies Act, 2013
(v) Retained Earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.
(vi) Other Comprehensive Income
Other Comprehensive Income refers to items of income and expenses that will and will not be reclassified to statement of profit or loss.
(vii) Restructuring Reserve
Pursuant to the Demerger, the difference between the net assets & liabilities transferred is included in Restructuring Reserve (after adjusting Capital Reserve & General Reserve).
Note 22.1
Terms of repayment
Current Loans from banks outstanding ? Nil (previous year ? Nil)
1) Secured by first pari passu charge on current assets and exclusive collateral charge on immovable properties (Sanctioned Amount ? 2,500 Lakhs)
2) Secured by first pari passu charge on current assets (Sanctioned Amount ? 3,000 Lakhs)
3) Secured by bank deposit (Sanctioned Amount ? 50 Lakhs)
Note 37. Segment Reporting
The Company has presented segment information in the consolidated financial statements which are presented in the same annual report. Accordingly, in terms of Paragraph 4 of Ind AS 108 'Operating Segments', no disclosures related to segments are presented in these standalone financial statements.
(i) The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
(ii) Rental expense recorded for short-term leases was ' 286.13 lakhs (Previous year: ' 202.76 lakhs) for the year ended 31 March 2026.
(iii) Effective interest rate in the range of 7 % to 11% has been applied to lease liabiliites recognised in the balance sheet at the date of initial application.
(iv) Applied the exemption not to recognize right to use assets and liabilities for leases with less than 12 months of lease term on the date of initial application and Leases for which the underlying asset is of low value.
Note 44. Employee Benefits
Defined contribution plans
The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employees towards provident fund, ESIC and other funds which is a defined contribution plan. The Company has no obligations other than to make the specified contributions. The contributions are charged to the Statement of Profit and Loss as they accrue.
The Company has recognised charges of ^1,571.63 Lakhs (previous year: ^1,341.75 Lakhs) for provident fund, ESIC and other funds is included in "Note 31 Employee Benefits Expense" in the Statement of Profit and Loss.
Defined Benefit plans
The Company has a scheme for payment of gratuity to all its employees in accordance with the provisions under the Code on Social Security, 2020 or as per the Company Scheme, as applicable. Vesting occurs upon completion of contractual period of continuous years of service as defined in the Code on Social Security,2020. The Company provides for period end liability using the projected unit credit method as per the actuarial valuation carried out by independent actuary. The gratuity plan is a funded plan.
Note 45. Share Based Payments
a) Employee Option Plan
During the earlier year, the Company had launched the Employee Stock Purchase Scheme 2022 (Scheme). The scheme was approved by the Board on July 25, 2022, and which was subsequently approved by the shareholders on September 26, 2022. The Company had established Aurionpro Solutions Ltd - Employee Benefit Trust (ASL ESPS Trust) to administer the Scheme. On May 15, 2023, the company allotted 10,00,000 equity shares at ' 10 each to ASL ESPS trust to eligible employees, for promoting employee participation in the company's growth.
The Board of Directors of the Company, at its meeting held on October 21, 2024, approved the Aurionpro Solutions Limited - Employee Stock Option Scheme, 2024 ("ASL ESOP 2024”), comprising a total pool of 30,00,000 stock options. The Scheme was subsequently approved by the shareholders of the Company at the Extraordinary General Meeting held on January 22, 2025.
The core objective of the Scheme is to incentivize the employees to perform their best and enable them to enjoy the benefits of the value created over a long run.
The share-based payments (options) to employees being equity-settled instruments were measured at the fair value of the equity instruments of the Company at the grant date. The fair value determined at the grant date of the equity- settled share-based payments was expensed on a straight-line basis over the vesting period, based on the Company's estimate of equity instruments that will eventually vest, with a corresponding increase in Total Equity.
Note 46. Capital Management
Equity share capital and other equity are considered for the purpose of Company's capital management. The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The capital structure of the Company is based on management's judgement of its strategic and day-to-day needs with a focus on total equity so as to maintain investor, creditors and market confidence.
Note 47. Financial Instruments
(i) Valuation
All financial instruments are initially recognized and subsequently re-measured at fair value as described below:
The fair value of financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between the willing parties, other than in a forced or liquidation sale.
The fair value of investment in quoted Equity Shares, Bonds, Government Securities, Treasury Bills and Mutual Funds is measured at quoted price or NAV.
The fair value of the remaining financial instruments is determined using discounted cash flow analysis.
The financial instruments are categorized into three levels based on the inputs used to arrive at fair value measurements as described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; and
Level 2: Inputs other than the quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
(ii) Financial risk management
The Company's business activities expose it to a variety of financial risks, namely market risks, credit risk and liquidity risk.
The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
The Company's financial liabilities comprise of borrowings, trade payable and other liabilities to manage its operation and the financial assets include trade receivables, deposits, cash and bank balances, other receivables etc. arising from its operation.
A) Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices.Market prices comprise three types of risk: (a) Foreign currency rate risk, (b)interest rate risk and (c) other price risks, such as equity price risk and commodity risk.
(a) 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 carrying amounts of the Company's net foreign currency exposure denominated monetary assets and monetary liabilities at the end of the reporting period as follows:
Note 47. Financial Instruments (contd.)
(b) Interest Rate Risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates, in cases where the borrowings are measured at fair value through profit or loss. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Exposure to Interest Rate Risk
I nterest rate risk of the Company arises from borrowings. The Company endeavor to adopt a policy of ensuring that maximum of its interest rate risk exposure is at fixed rate. The Company's interest-bearing financial instruments are reported as below:
Fair value sensitivity analysis for fixed-rate instruments
The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Cash flow sensitivity analysis for floating-rate instruments : Since floating-rate instruments is Nil, hence impact for the reporting period is Nil.
(c) Other Price Risks
(i) Equity Price Risk
The Company is exposed to equity price risks arising from equity investments which is not material.
(ii) Derivative Financial Instruments
The Company does not hold derivative financial instruments
(B) Credit Risk
Credit risk arises from the possibility that the counterparty will default on its contractual obligations resulting in financial loss to the Company. To manage this, the Company periodically assesses the financial reliability of customers, taking into account the financial conditions, current economic trends, and analysis of historical bad debts and ageing of accounts receivable.
Note 47 Financial Instruments (contd.)
Trade Receivables
Our historical experience of collecting receivables is that credit risk is low. Hence, trade receivables are considered to be a single class of financial assets. Credit risk has always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.
Other Financial Assets
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by international and/or domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units, quoted bonds issued by Government and Quasi Government organizations and certificates of deposit which are funds deposited at a bank for a specified time period.
(c) Liquidity risk
Liquidity risk refers to risk of financial distress or extra ordinary high financing cost arising due to shortage of liquid funds in a situation where business conditions unexpectedly deteriorate and require financing. The Company's objective is to maintain at all times optimum levels of liquidity to meet its cash and collateral requirements. Processes and policies related to such risk are overseen by senior management and management monitors the Company's net liquidity position through rolling forecast on the basis of expected cash flows.
Definitions:
1 Current Ratio (in times) = Current Assets /Current Liabilities
2 Debt Equity Ratio (in times) = Borrowing / Equity
3 Debt Service Coverage Ratio (in times) = Earnings for debt service (Net Profit after tax Non-cash operating expenses: depreciation and amortisation Finance Cost Exceptional Loss) / Debt service ( Interest & Lease Payments Principal Repayments of long term borrowings)
4 Return on Equity Ratio (in %) = Net Profit After Tax / Shareholder equity
5 Inventory Turnover Ratio (in times) = Cost of goods sold / Average Inventory
6 Trade Receivables Turnover Ratio (in times) = Revenue from operations / Average Trade Receivables
7 Trade Payables Turnover Ratio (in times) = Operating Expenses and Other expenses / Average Trade Payables
8 Net Capital Turnover Ratio (in times) = Revenue from operations / Working Capital
9 Net Profit Ratio (in %) = Net Profit After Tax / Revenue from operations
10 Return on Capital Employed (in %) = Earnings before interest and tax / Capital employed (Net worth Long term
borrowings -Deferred tax assets)
11 Return on Investment (in %) = Interest income on bank deposits / Bank Fixed Deposits
Note 49 : Disclosure requirements as notified by MCA pursuant to amended Schedule III (contd.)
(ii) The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the financial year.
(iii) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(iv) The Company has not been declared as a willful defaulter by any lender who has powers to declare a company as a willful defaulter at any time during the financial year or after the end of reporting period but before the date when the financial statements are approved.
(v) The Company does have any cases where quarterly returns or statements of current assets filed by the Company with banks or financial institutions are not in agreement with the books of accounts. The difference between the quarterly returns or statements filed by the Company with such banks or financial institution and the books of accounts of the Company is not material in nature.
(vi) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period
(vii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(viii) 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 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 Company (Ultimate Beneficiaries), or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(ix) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall :
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries"
(x) The Company does not have transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961)
(xi) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017
Note 50. Exceptional Items
(i) Effective November 21, 2025, the Government of India consolidated 29 existing labour regulations into four Labour codes, namely, 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, collectively referred to as the "New Labour Codes". Based on the requirements of New Labour Codes and relevant Accounting Standards, the Company has estimated the liability for employee benefits, which has resulted in an incremental expense on account of recognition of past service costs. Considering the material, one-time nature of the incremental amount, the Company has presented the same as an "Exceptional Item". During the year ended March 31, 2026, the Company reassessed certain assumptions relating to measurement of these liabilities which resulted into the expense of ' 596.03 Lakhs in the "Exceptional item". The Company has considered restructured compensation of its employees with effect from April 1, 2026, and assessed the impact of the changes, consistent with the Labour Codes, draft rules, FAQs, and legal opinion.
Note 50. Exceptional Items (contd.)
(ii) During the previous year, the Company had entered into a Share Purchase Agreement with Aurionpro Holdings Pte Ltd for sale of 100% shareholding of Integro Technologies Pte Ltd ('Integra') for a consideration of USD 10 million. As per the valuation report obtained at the time of transaction, the fair value of shares of Integro was SG$ 13,504,572 (equivalent to ? 5,916.35 Lakhs). The Company had repatriated US$ 10 million and realised ? 6,023.82 Lakhs on conversion which was higher than fair value of equivalent ? 5,916.35 Lakhs as per the valuation report. However, as per RBI's view, since the transaction was sale of shares of a Singapore Company i.e Integro, the fair value expressed in SG$ should have been realized. Due to exchange rate difference between SGD and USD on the date of repatriation of consideration as compared to the date of issue of valuation report, the realization of consideration was less by SG$ 938,301 (in SG$ terms) when compared with the fair value as per valuation report. Accordingly, the company has realised an additional equivalent to SG$ 938,301 (^ 604.44 Lakhs) which is reflected as gain in exceptional item.
Note 51. Discontinued Operations
The Company has pursuant a sale plan of Nagpur Metro Auto Fare Collection ticketing projects- a unit of Build-Own-Operate- Transfer (BOOT) AFC Projects and based on satisfaction of the criteria prescribed under Ind AS 105 Non-Current Assets Held for Sale and Discontinued Operations', measured at the lower of carrying amount and fair value less costs to sell and have been disclosed separately "held for sale” in the financial statements.
The Company has accounted these transactions in accordance with Ind AS 105 "Non current Assets Held for Sale and Discontinued Operations" and Ind AS 103 "Business Combination".
Note 52. Assets and Liabilities held for Sale
Disclosure pursuant to Ind AS 105 "Non-current Assets Held for Sale and Discontinued Operations":
Assets held for sale as at 31 March 2026, includes mainly assets and liabilities related to Nagpur Metro Auto Fair Collection ticketing project- a unit Build-Own-Operate-Transfer (BOOT) AFC Projects amounting to ' 2,416.38 Lacs.
Note 53. Audit Trail
The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software except that evidence of the audit trail feature being enabled and operated for direct changes to underlying database of the ERP software. Further, there is no instance of audit trail feature being tampered with relevant to transactions recorded in the accounting software where such feature is enabled.
Note 54. Proposed Dividend
The Board of Directors at its meeting held on May 11, 2026 have recommended payment of final dividend of ' 2/- (20%) per paid-up equity share of the face value of ' 10 each for the year ended March 31, 2026. This proposed dividend is subject to approval of shareholders in the ensuing annual general meeting.
The Company has transferred ' 1.65 lakhs to investor education and protection fund during the year ended March 31, 2026.
Note 55. Prior Periods Comparative
The previous year figures have been regrouped / reclassified wherever necessary to make them comparable with those of the current year.
Note 56. Authorisation of Financial Statements
The financial statements were approved by the Board of Directors on May 11, 2026.
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