I Provisions and contingent liabilities
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 the
amount of the obligation can be estimated reliably.
The amount recognised as a provision is the best
estimate of the consideration required to settle the
present obligation at the reporting date, taking into
account the risks and uncertainties surrounding
the obligation.
Provisions are reviewed at the end of each reporting
period and adjusted to reflect the current best
estimate. If it is no longer probable that an outflow
of economic resources will be required to settle the
obligation, the provision is reversed.
Where 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 any provision is presented in the statement
of profit and loss net of any reimbursement.
Contingent liability
A contingent liability is:
a) a possible obligation that arises from past
events and whose existence 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
b) a present obligation that arises from past
events but is not recognised because:
(i) It is not probable that an outflow of
resources embodying economic benefits
will be required to settle the obligation; or
(ii) The amount of the obligation cannot be
measured with sufficient reliability.
The Company does not recognise a contingent
liability but discloses its existence in the
Standalone Financial Statements.
J Revenue recognition
The Company derives revenue primarily from the
following major sources:
A. Digital infrastructure and transaction platform
B. Issuing and acquiring platform
Revenue from contracts with customers is
recognized when control of the goods or services
is transferred to the customer at an amount that
reflects the consideration to which the Company
expects to be entitled in exchange for those goods
or services, excluding taxes or duties collected on
behalf of Government.
The Company follows the requirements of Ind AS 115
Revenue from Contracts with Customers—Principal
versus Agent Considerations, which states that the
determination of whether the Company should
recognize revenue based on the gross amount
collected from a customer or the net amount
retained is a matter of judgment that depends on
the facts and circumstances of the arrangement.
The determination of gross versus net recognition
of revenue requires judgment that depends on
whether the Company controls the good or service
before it is transferred to the merchant or whether
the Company is acting as an agent of a third party.
The assessment is performed separately for each
performance obligation identified.
Arrangements may contain multiple performance
obligations, such as, transaction processing services
solution implementation and integration services
and installation of hardware/ software services.
Revenues are allocated to each performance
obligation based on the standalone selling price of
each good or service.
No significant element of financing is deemed
present as the sales are made with credit terms
consistent with market practice.
A. Digital infrastructure and transaction
platform
The revenue under Digital infrastructure
and transaction platform is derived
from the following:
(a) Transaction processing and related
services
The Company's core performance
obligations with respect to transaction
and processing services for digital
payments are to stand ready to provide
continuous access to in-store or online
digital/ electronic payment infrastructure
for transaction processing, payment
authorization, and settlement to be able to
process as many transactions as clients
require on a daily/ periodic basis over the
contract term. Transaction processing
services revenue is comprised of: 1) fees
calculated based on percentage of
the monetary value of transaction
processed; 2) fees calculated based on
number of transactions processed; 3)
Fee from fixed monthly subscription; 4)
combinations thereof that are associated
with transaction processing services. The
Company typically contracts with financial
institutions, merchants, brand owners or
affiliates of these parties. These contracts
stipulate the types of processing services
and articulate how fees will be incurred
and calculated.
These services are stand ready services
for the series of distinct transaction
processing and qualifies for single
performance obligation to be recognized
over-time. Accordingly, the service of
standing ready is substantially the same
each day/ each transaction and has the
same pattern of transfer to the client.
The Company has determined that its
stand-ready performance obligation
comprises a series of distinct days/
transaction of service. The performance
obligation to stand ready to provide
continued access to transactions and
processing services is satisfied over time
and therefore, the progress is measured
on a time basis. The Company observes
that it has a right to consideration from
clients for each transaction processed
for transaction-based billing and each
transaction corresponds directly with the
value to client of the stand-ready services
provided and to be recognized based on
the contractual right to bill. In case of fixed
monthly amounts, revenue is recognised/
accrued based on the contractual rates
agreed with customers.
One-time fee charged in the form of
installation of hardware/ software or both,
including solution implementation and
integration services to facilitate digital
payment transaction processing and
related services is recognized on a straight¬
line basis over a period-of-time (i.e. either
the contractual term or estimated period
of customer relationship, as the case may
be). Further, in case of certain standalone
solutions and integration services, revenue
is recognized at a point in time when the
related performance obligation is satisfied.
The Company also provides transaction
processing and related settlement
services as 'Payment Aggregator' where
under the agreements, the Company
incurs assessment fees and interconnect
or network pass-through charges from the
card issuers and card networks, related to
the provision of payment authorization
and settlement services. In these
arrangements, transaction processing
and settlement fees are recognized net
of assessment fees and card association
fees (i.e. interconnect or interchange
fees charged by intermediaries like Visa/
Master card) paid to the acquiring banks
/ financial institutions, since the Company
does not control these services as
aggregator and merely acts as an agent
to collect and transfer such fee to acquirer
banks for their part of services rendered
to merchants. In situations, where the
assessment fees and card association
fees is higher than the transaction
processing and settlement fees earned
from the merchant, the excess amount
is classified as ""transaction and client
services costs"" under ""transaction and
related cost"".
In respect of transaction, processing
and settlement services, wherein the
merchant/issuer bank/brand partners
run various cash back schemes for
eligible cardholders, the Company has
a performance obligation to provide
its platform for running the schemes
for the participating brands and issuer
banks. Pending settlement, the related
receivables and payables are reflected as
receivable for cashback schemes under
other financial assets and payable under
cashback schemes under other financial
liabilities respectively.
Revenue from other services such as
maintenance services is recognized in
accordance with the terms of the contract.
(b) Revenue from sale of POS (Digital
checkout points) devices, sale of
hardware and other peripherals
The Company also generates revenue
from selling of POS devices and recognizes
the revenue at its transaction price
when the customer obtains control of
the POS devices.
The Company also sells hardware and
other peripherals as part of its contracts
with customers in respect of digitization
of fuel stations. The Company recognizes
the revenue at its transaction price when
the customer obtains control of the
hardware/other peripherals and accepts
the installation.
B. Issuing and acquiring platform
The Company is in the business of providing
issuing and acquiring technology which
enables merchants, consumer brands and
enterprises to create prepaid products that
help them drive sales and enables financial
institutions to issue credit, debit, forex and
prepaid instruments to their end consumers
and to offer merchant acquiring services.
Revenue is earned from merchants/ brand
vendors for processing and distribution of
prepaid cards/stored value cards.
The revenue is derived from following:
(a) Processing and distribution services
Processing services revenue majorly
comprise of fee for prepaid cards
program management services offered
on Software as a service i.e. "SaaS"
solution to merchants or brand vendors.
The Company also earns one-time
program initiation and implementation
fee for integration and migration of data
between merchants/ brand vendors'
platform and the Company's platform.
The Company's core performance
obligations include (may be all or
combination of any) issue of cards
redeemable on merchants or brand
vendor's website, application or stores;
establish, maintain and administer
the prepaid card program to facilitate
issuance and redemption of prepaid
cards issued; and provision of dedicated
IT infrastructure and related maintenance.
Processing fee is charged on the value
of prepaid cards/vouchers activated
or reloaded or redeemed (as per the
arrangements with merchant or brand
vendors) and billed to the merchants or
brand vendors. These services are stand
ready obligations and the timing and
volume of prepaid cards/vouchers to be
processed is not determinable. However,
the service is substantially the same at
each point in time the prepaid cards/
vouchers are activated or reloaded or
redeemed and has the same pattern of
transfer to the merchants or brand vendors,
comprising a series of distinct services
satisfied equally over time and therefore,
the progress is measured on a time basis.
Processing fee for these services represent
variable consideration for which the criteria
for permitting allocation of the variable
consideration to distinct days of service
that forms part of the single performance
obligation are met, as the terms of the
variable payment relate specifically to
its efforts to satisfy the distinct service on
a particular day (i.e. it reflects the value
of prepaid cards/ vouchers activated or
reloaded or redeemed on a particular
day). The Company observes that it
has a right to consideration from clients
for each prepaid card processed for
transaction-based billing and each
transaction corresponds directly with the
value to client of the stand-ready services
provided and to be recognized based on
the contractual right to bill.
Distribution revenue majorly comprises
net margin/commission income
from merchants or brand vendors for
facilitating distribution of prepaid cards/
vouchers to retail or corporate customers.
Margin/commission income is charged
on the value of prepaid cards/vouchers
activated or reloaded or redeemed (as per
the arrangements with merchant or brand
vendors) and billed to the merchants
or brand vendors. Margin/commission
income are recognized at a point in time
when such sale is made.
Vouchers and cards may be partially
or fully redeemed, and the unused
amount (i.e. the amount attributable to
a customer's unexercised rights to future
goods or services) which is not ultimately
redeemed is often referred to as breakage.
The Company recognises the expected
breakage amount as revenue in proportion
to the pattern of rights not exercised by
the customer. The Company estimates
the breakage it expects to be entitled
to as the amount for which it is highly
probable that a significant reversal will not
occur in the future.
(b) Sale of prepaid cards
The Company generally does not carry
any inventory risk since these cards are
issued on real time basis or the Company
has right of validation/ right of return of
expired prepaid cards/vouchers. However,
for brand vendors wherein the Company
maintains the inventory of the cards and
the Company carries associated inventory
risks, the Company is acting as a principal,
and revenue is recognized on a gross
basis, for value of cards sold, at a point in
time when such sale is made.
Variable consideration
If the consideration in a contract includes a
variable amount, the Company estimates
the amount of consideration to which it
will be entitled in exchange for transferring
the goods to the customer. The variable
consideration is estimated at contract
inception and constrained until it is highly
probable that a significant revenue
reversal in the amount of cumulative
revenue recognized will not occur when the
associated uncertainty with the variable
consideration is subsequently resolved.
Some prepaid card arrangements
comprise the provision of payment of
co- branding fee and efficiency payout
to the merchants or brand vendor which
give rise to variable consideration as
explained below.
The Company also makes certain
payments to co-branding partners,
like co-branding fee and program
promotion support fees which are
considered as consideration payable
to customer. Further, the Company also
share some portion of its revenue with its
customers which are also considered as
consideration paid to customers. Since
these give rise to variable consideration,
these are included in determining the
transaction price i.e. recognised as a
reduction from the underlying revenue. In
case consideration payable to customer/
variable consideration is more than the
contracted price with the customer, the
net negative revenue is presented under
revenue from contracts with customers.
Other operating revenue
Interest on funds held for customers
The Company also earns revenue from
interest earned on funds held for customers
in the Company's escrow accounts. The
Company's escrow account is maintained
separately from the Company's operating
cash accounts until these balances are
cleared and credited to the intended
recipient i.e. end user or merchant. Interest
income is recognized using the effective
interest method. Interest income which is
utilized towards payments for promotional
and marketing activities (treated as non¬
distinct services) is netted off against such
interest income.
Government Grants
Government grants are recognised at
their fair value when there is a reasonable
assurance that the grant will be received
and all attached conditions will be
complied with. When the grant relates
to an asset or a non-monetary item, it is
recognised as deferred income under
liabilities and is recognised as income
in the standalone statement of profit
and loss on a straight line basis over the
expected useful life of the related asset or
a non-monetary item.
Such grant income is presented as
other operating revenue, under revenue
from operations, in the statement of
profit and loss.
Deferred revenue
The Company records deferred revenue
when it receives income in advance of
transferring control of promised goods
or services to a customer. A significant
portion of this balance relates to service
contracts where the Company received
services fees from customers for upfront
subscription based and other services (as
mentioned above) which do not transfer
value to the customer but rather are
used in fulfilling the related performance
obligations that transfer over time.
The service fees received is deferred over
the contract term or longer period if it
provides the customer a material right.
Revenue is recognized when underlying
performance obligations are delivered.
Contract balances
Trade receivables
Trade receivables are amounts due from
customers for services performed and
goods delivered in the ordinary course
of business and reflects Company's
unconditional right to consideration (that
is, payment is due only on the passage
of time). Refer to accounting policies
of financial assets in section 2.2.B of
Financial instruments.
Contract liabilities
A contract liability is the obligation to
transfer goods or services to a customer
for which the Company has received
consideration from the customer. If a
customer pays consideration before the
Company transfers goods or services
to the customer, a contract liability is
recognized when the payment is made.
Related revenue is recognized when the
Company performs its obligations under
the contract. Contract liability comprises
"advance from customers and "Deferred
revenue" in the financial statements.
Contract assets
A contract asset is the right to
consideration in exchange of goods or
services transferred to the customer which
is conditional on something other than the
passage of time. The Company performs
its obligations by transferring goods or
services to a customer however if invoicing
and receipt of such consideration is
conditional on substantive condition
which is expected to be fulfilled later, are
reported as contract assets.
K Recognition of interest income or expense
Interest income on financial assets measured at
ammortised cost and FVOCI, or interest expense
on financial liabilities measured at amortised cost,
is recognised using the effective interest method.
The 'effective interest rate' is the rate that exactly
discounts estimated future cash payments
or receipts through the expected life of the
financial instrument to:
- the gross carrying amount of the
financial asset; or
- the amortised cost of the financial liability.
In calculating interest income and expense, the
effective interest rate is applied to the gross carrying
amount of the asset (when the asset is not credit-
impaired) or to the amortised cost of the liability.
However, for financial assets that have become
credit-impaired subsequent to initial recognition,
interest income is calculated by applying the
effective interest rate to the amortised cost of the
financial asset. If the asset is no longer credit-
impaired, then the calculation of interest income
reverts to the gross basis.
L Transaction and related costs
The Company records transactions and related
cost in the statement of profit and loss statement
when incurred. These costs primarily consists of
certain cost incurred to provided services to the
customer and are variable or semi variable in
nature. These cost includes switch fees paid to
payment service providers, Terminal ID fees, product
listing fees on e-commerce marketplace, payment
gateway charges, connectivity cost, spares and
consumables etc.
M Income taxes
The income tax expense represents the sum of the
current tax and deferred tax.
Current income tax
The primary tax jurisdiction of the Company is India.
The tax currently payable is based on taxable profit
for the period. Taxable profit differs from net profit
as reported in the statement of profit and loss
because it excludes items of income or expense
that are taxable or deductible in other years and
it further excludes items that are never taxable
or deductible. The Company's liability for current
tax is calculated using tax rates that have been
enacted or substantively enacted by the end of the
reporting period.
A provision is recognized for those matters for
which the tax determination is uncertain, but it is
considered probable that there will be a future
outflow of funds to a tax authority. The provisions
are measured at the best estimate of the amount
expected to become payable. The assessment is
based on the judgement of tax professionals within
the Company supported by previous experience
in respect of such activities and in certain cases
based on specialist independent tax advice.
Deferred tax
Deferred tax is the tax expected to be payable or
recoverable on differences between the carrying
amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in
the computation of taxable profit. Deferred tax liabilities
are generally recognised for all taxable temporary
differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits
will be available against which deductible temporary
differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises
from the initial recognition (other than in a business
combination) of other assets and liabilities in a
transaction that affects neither the taxable profit nor
the accounting profit.
Deferred tax assets are recognised for unused tax
losses, unused tax credits and deductible temporary
differences to the extent that it is probable that future
taxable profits will be available against which they
can be used. Future taxable profits are determined
based on the reversal of relevant taxable temporary
differences. If the amount of taxable temporary
differences is insufficient to recognise a deferred
tax asset in full, then future taxable profits, adjusted
for reversals of existing temporary differences, are
considered, based on the business plans for the
Company. Deferred tax assets are reviewed at each
reporting date and are reduced to the extent that it
is no longer probable that the related tax benefit will
be realised; such reductions are reversed when the
probability of future taxable profits improves.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of
the asset to be recovered.
Deferred tax is calculated at the tax rates that are
expected to apply in the period when the liability is
settled, or the asset is realised based on tax laws
and rates that have been enacted or substantively
enacted at the reporting date.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current
tax assets against current tax liabilities and when
they relate to income taxes levied by the same
taxation authority and the Company intends to settle
its current tax assets and liabilities on a net basis.
Current tax and deferred tax
Current and deferred tax are recognised in the
statement of profit and loss, except when they
relate to items that are recognised in other
comprehensive income or directly in equity, in
which case, the current and deferred tax are also
recognised in other comprehensive income or
directly in equity respectively. Where current tax or
deferred tax arises from the initial accounting for a
business combination, the tax effect is included in
the accounting for the business combination.
N Cash and cash equivalents
Cash and cash equivalents in the balance sheet
comprises cash at bank and on hand, deposits and
other short-term highly liquid investments with an
original maturity of three months or less that are
readily convertible to a known amount of cash and
are subject to an insignificant risk of change in value.
For the purpose of the statement of cash flows,
cash and cash equivalents are considered
net of outstanding bank overdrafts and cash
credit facilities.
O Earning per share
Basic earning/(loss) per share is computed using
the weighted average number of equity shares
and mandatorily convertible preference shares
outstanding during the period. Diluted earning/
(loss) per share is computed using the weighted-
average number of equity shares and mandatorily
convertible preference shares and dilutive
equivalent shares outstanding during the period,
except where the results would be anti-dilutive.
The number of equity shares capital, equity shares
capital pending issuance, instruments entirely
equity in nature pending issuance and potentially
dilutive equity shares are adjusted retrospectively
for all periods presented for any splits and bonus
shares issues including for changes effected prior
to the approval of the financial statements by the
Board of Directors.
P Borrowing costs
Borrowing costs consist of interest and other
costs that an entity incurs in connection with the
borrowing of funds. Borrowing cost also includes,
exchange differences to the extent regarded as an
adjustment to the borrowing costs.
Borrowing costs directly attributable to the
acquisition, construction or production of an asset
that necessarily takes a substantial period of time to
get ready for its intended use or sale are capitalised
as part of the cost of the asset. Borrowing costs
incurred for the period from commencement of
activities relating to construction/development of
the qualifying asset up to the date of capitalisation
of such asset are added to the cost of the asset. All
other borrowing costs are expensed in the period in
which they occur.
In case of a specific borrowing taken for the purpose
of acquisition, construction or production of a
qualifying asset, the borrowing costs capitalised
shall be the actual borrowing costs incurred
during the period less any interest income earned
on temporary investment of specific borrowing
pending expenditure on qualifying asset.
In case funds are borrowed generally and such funds
are used for the purpose of acquisition, construction
or production of a qualifying asset, the borrowing
costs capitalised are calculated by applying the
weighted average capitalisation rate on general
borrowings outstanding during the period, to the
expenditures incurred on the qualifying asset.
If any specific borrowing remains outstanding
after the related asset is ready for its intended
use, that borrowing is considered part of the funds
that are borrowed generally for calculating the
capitalisation rate.
Q Liabilities towards prepaid gift cards
Liabilities towards prepaid cards represent funds
that are collected from customers or on behalf
of customers for payments to their suppliers.
These funds are initially deposited in an escrow
bank account, until remitted to the customer's
suppliers on redemption of prepaid cards or to the
customers on refund for cancellation of prepaid
cards. The funds held for customers are restricted
for the purpose of satisfying the customer's fund
obligations and are not available for general
business use by the Company.
R Current versus non-current classification
The Company presents assets and liabilities in
the balance sheet based on current/non-current
classification. An asset is current when it is:
• Expected to be realized or intended to be sold
or consumed in the normal operating cycle
• Held primarily for the purpose of trading
• Expected to be realized within twelve months
after the reporting period or
• Cash or cash equivalent unless restricted
from being exchanged or used to settle a
liability for at least twelve months after the
reporting period
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in the normal
operating cycle
• It is held primarily for the purpose of trading
• It is due to be settled within twelve months
after the reporting period or
• There is no right to defer the settlement of the
liability for at least twelve months after the
reporting period
The Company classifies all other liabilities
as non-current.
Deferred tax assets and liabilities are classified as
non-current assets and liabilities.
The operating cycle is the time between the
acquisition of assets for processing/servicing and
their realisation in cash and cash equivalents. The
Company has identified a period less than twelve
months as its operating cycle.
S Share capital and share issuance expenses
Proceeds from issuance of equity shares are
recognised as equity share capital and costs
directly attributable to the issuance of equity
shares are deducted against securities premium
account, if any.
T 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.
In May 2025, MCA notified amendments to Ind AS
21 - The Effects of Changes in Foreign Exchange
Rates, applicable w.e.f. April 1, 2025. The Company
has reviewed the amendment and based on its
evaluation has determined that it does not have
any impact in its standalone financial statements.
In August 2025, MCA notified the
following amendments to:
1. Ind AS 1, Presentation of Financial Statements,
applicable w.e.f. April 1, 2025 - The amendment
relates to classification of liabilities as current
or non-current and non-current liabilities
with covenants. In the context of classifying a
liability as current, it removes the requirement
of existence of a right to defer settlement for
at least 12 months after the reporting date and
instead requires that the said right should exist
on the reporting date and have substance.
The amendment also introduces guidance on
classification of liabilities with covenants. The
Company has no impact of these amendments
in its classification criteria of current and non¬
current liabilities.
2. Ind AS 7, Statement of Cash Flows and Ind
AS 107, Financial Instruments: Disclosures,
applicable w.e.f. April 1, 2025 - The amendment
in Ind AS 7 requires to inform users of financial
statements of the existence of supplier
finance arrangements and explain the nature
of the arrangements, the carrying amount
of liabilities and the range of payment due
dates. Ind AS 107 has been amended to add
supplier finance arrangements as a factor that
may cause concentration of liquidity risk. The
Company has reviewed the amendment and
based on its evaluation has determined that
it does not have any impact in its standalone
financial statements.
3. Ind AS 12, International Tax Reform - Pillar Two
Model Rules applicable immediately - The
amendments provide a temporary mandatory
relief from deferred tax accounting for top-
up tax and disclose that they have applied
the relief. The Company has reviewed the
amendment and based on its evaluation has
determined that it does not have any impact in
its standalone financial statements.
U Amendment issued but not effective:
The Ministry of Corporate Affairs (MCA) amended
the Companies (Indian Accounting Standards)
Rules, 2015, introduced changes to Ind AS 1 -
Presentation of Financial Statements, effective
from 01 April 2026. These amendments provide
guidance when an entity breaches any covenant
of a long-term loan arrangement on or before the
end of the reporting period with the effect that the
liability becomes payable on demand, it classifies
the liability as current, even if the lender agreed,
after the reporting period and before the approval
of the financial statements for issue, not to demand
payment as a consequence of the breach. An entity
classifies the liability as current because, at the end
of the reporting period, it does not have the right
to defer its settlement for at least 12 months after
that date. However, an entity classifies the liability
as non-current if the lender agreed by the end of
the reporting period to provide a period of grace
ending at least 12 months after the reporting period,
within which the entity can rectify the breach
and during which the lender cannot demand
immediate repayment. This amendment is to be
applied retrospectively for annual reporting periods
beginning on or after 1 April 2026, in accordance
with Ind AS 8, Accounting Policies, accounting
Estimates and Errors.
The Company has considered these amendments
and expects that there will be no impact on the
standalone financial statements.
5 Leases
This note provides information for leases where the Company is a lessee. The Company has taken certain commercial
spaces on lease for office buildings, furniture & fixtures, certain vehicles and plant and machinery (digital checkout
points). Lease contracts are typically entered for a term of 2 years to 15 years, including extension options, except for
plant and machinery (digital checkout points) where lease contracts periods are 1 month to 15 months.
Extension and termination options
Extension and termination options are included in a number of leases. These are used to maximise operational
flexibility in terms of managing the assets used in the Company's operations. The Company has some property lease
arrangements that include option to renew or terminate the contract by either party by giving advance notice.
Notes:
1. Trade receivables are non-interest bearing and are generally on 0 to 90 days terms. These are recognised at
transaction price on initial recognition.
2. Information about the Company's exposure to credit risk, foreign currency, market risks and impairment losses
for trade receivables is included in note 35.
3. A portion of trade receivables amounting to INR 16.87 crores (31 March 2025: INR 11.26 crores) includes receivables
from related parties as at 31 March 2026 (refer note 39).
4. For lien against above balances refer note 38.
(b) Terms and rights attached to equity shares issued/pending issuance
Each share holder of equity shares is entitled to one vote per share. In event of liquidation of the Company, the
holders of equity shares would be entitled to receive remaining assets of the Company, after distribution of all
preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(c) Terms and rights attached to compulsorily convertible preference shares issued/pending issuance
Pursuant to the Scheme of arrangement and shareholders agreement dated 4 February 2025 (further amended
on 25 June 2025) (hereafter referred as ""the shareholders agreement""), the Company has replaced the CCPS of
erstwhile Holding Company of series 1, A, B, B2, C, C1, D, E, F, G, G1, H, I, J, K and L with CCPS of the Company towards
series 1, A, B, B2, C, C1, D, E, F, G, G1, H, I, J, K and L respectively with effect from 6 June 2025. These CCPS on issuance
entitled the CCPS holders the following terms/rights.
The preference shareholders were entitled to receive notice of and vote on all matters that are submitted to the
vote of Shareholders of the Company as if the same were converted into equity shares. The holder was entitled
to the number of votes equal to the number of whole or fractional shares into which they could be converted.
Dividend
The preference shares of series 1, A, B, B2, C, C1, D, E, F, G, G1, H, I, J, K and L carry cumulative
dividend rights at 0.001%, and the dividend payment was subject to applicable Law.
Conversion
As per the terms of the shareholders agreement each preference share on issuance were convertible into equity
shares, either:
i) at the option of the holder thereof, exercisable with written notice of 3 (three) business days to the company; or
ii) compulsorily convertible into equity shares at applicable conversion price on the occurrence of an IPO as
per the shareholders agreement; or
iii) on the date which is one day prior to 19 (nineteen) years from the date of allotment of the series wise
preference shares.
iv) On the event of default which comprises of any breach or failure with any material term of this shareholders
agreement or any warranties or covenant contained in this shareholders agreement which breach, if capable
of cure or remedy, has not been cured or remedied within 30 (Thirty) days of the receipt of a notice of such
breach from the investor(s); and/or final, non-appealable order of insolvency, winding up, bankruptcy or
similar proceedings in respect of the Company, whether voluntary or otherwise, being passed.
The preference shares on issuance were convertible into one equity share, subject to full anti-dilution
adjustment and adjustment by way of proportional adjustment for issuance of bonus Shares or stock splits,
stock consolidations, issue of rights Shares and the like as provided in the shareholders agreement. During the
current year, all CCPS were converted into equity shares in the ratio of 1:1 before the Company's equity shares
were listed on the National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE) on
14 November 2025.
(e) Disclosure of Shareholding of Promoters
Pursuant to the Scheme of arrangement the shares held by Erstwhile Pine Labs Limited, Singapore (erstwhile
holding Company and promoter of the Company) has been cancelled and accordingly, the Company does not
have an identifiable promoter in terms of the Companies Act, 2013.
(f) Details of shares issued for consideration other than cash for last 5 years immediately preceding 31
March 2026
i. During the year ended 31 March 2024 the Company had issued 699,958,630 equity shares by way of bonus
issue which was fully paid up and NIL in all other years out of 5 years immediately preceding 31 March 2026.
ii. During the current year, the Company has issued 446,112,730 fully paid up equity shares of face value INR 1
each and 579,520,139 fully paid up Compulsary Convertible Preference Shares of face value INR 1 each to
the shareholders of erstwhile Holding Company pursuant to the scheme of arrangement as per the swap
ratio for non-cash consideration. Further, during the current year, all CCPS were converted into equity shares
in the ratio of 1:1 before the Company's equity shares were listed on the National Stock Exchange of India
Limited (NSE) and Bombay Stock Exchange Limited (BSE) on 14 November 2025 (refer note 45).
Nature and purpose of reserves
(a) Securities premium
Securities premium is used to record the premium on issue of shares. The securities premium is utilised in
accordance with the provisions of the Companies Act 2013.
(b) Employee share option reserve
Employee share option reserve represents the equity-settled share options granted to employees as per
ESOP plan of the Company. The reserve is made up of the cumulative value of services received from
employees recorded over the vesting period commencing from the grants date of equity-settled share
options and is reduced by the expiry or exercise of the share options.
(c) Restricted shares reserve
On 24 June 2022, the erstwhile Holding Company acquired 100% equity stake in Brokentusk Technologies
Private Limited along with its subsidiaries ("Setu"). The Founder Sellers of Setu had been granted vested
stock options of erstwhile Pine Labs Limited, Singapore which had simultaneously exercised into restricted
ordinary shares of erstwhile Pine Labs Limited, Singapore. An amount equivalent to the fair value of these
restricted shares on date of acquisition had been debited to restricted shares reserve, which had been fully
amortised to the statement of profit and loss and other comprehensive income over the period in which the
underlying performance and service conditions associated with the restricted shares issued are fulfilled.
(d) Capital reserve
On account of the Scheme of arrangement, the difference arising between the face value of the shares
issued by the Transferee Company and the amount of share capital of the Transferor Company, and the
difference arising from cancellation at the face value of existing equity shares of the Transferee Company
held by the Transferor Company and the value of such investment in separate financial statements of
Transferor Company has been recorded in the 'Capital Reserve Account'. Further, It has been adjusted with
debit balance of retained earnings of the Company on the effective date of Scheme of arrangement (refer
note 45). The capital reserve will be utilise in accordance with the provisions of the Companies Act 2013.
(e) Retained earnings
Retained earnings are the accumulated profits/(losses) earned/(incurred) by the Company till date. Further,
debit balance of retained earnings of the Company has been adjusted with the balance of capital reserve
account on the effective date of Scheme of arrangement. (Refer note 45)
(f) Equity instruments through OCI
The Company has elected to recognise changes in the fair value of certain investments in equity instruments
in other comprehensive income. The fair value change of the equity instruments measured at fair value
through other comprehensive income is recognised in equity instruments through OCI. The Company
transfers amounts therefrom to retained earnings when the relevant equity securities are derecognised.
For all the borrowings stated above, the fair values are not materially different from their carrying amounts, since the
interest payable on most of the borrowings is linked to current market rates or the borrowings are of a short-term
nature. Information about the Company's exposure to interest rate and liquidity risks is included in note 35.
(i) Term loans from bank
Term loans are repayable in 48 to 49 (31 March 2025 : 45 to 64) monthly instalments with the interest rate ranging
between 7.88% to 9.60% (31 March 2025 : 8.88% to 9.64%). These term loans are going to mature in financial year 2026¬
27 to 2027-28 (31 March 2025 : 2025-26 to 2027-28). The loans are secured against exclusive charge on property, plant
and equipment acquired/created out of these term loans and proportionate bank deposits at agreed percentage of
sanctioned and outstanding term loan amounts of the Company (refer note 38).
(ii) Cash Credit and bank overdraft
Cash Credits/ Bank Overdrafts are repayable on demand. All borrowings, except two bank overdraft facilities,
are linked to respective bank MCLR/RBI repo rate of interest, including agreed spreads over and above such
rates. The interest rates on the aforesaid two overdraft facilities are linked to interest rate of the contracted bank
deposits, including agreed spread over and above such rates, on which lien has been marked in favour of the
related banks. Such Borrowings are secured by:
(a) Bank deposits (amounts to the extent specified in sanctioned agreements), inventories, trade receivables
and receivables from cashback schemes (exclusive/pari passu of the participating banks) and other current
assets of the Company which have availed these limits. These charge are restricted to the outstanding
balances of borrowings including interest and applicable charges if any.
(b) 100% cash margin in form of bank deposits lien marked in favour of the related bank for overdraft facilities.
(refer note 38).
(iii) Bill Discounting
Bill discounting facilities are typically settled within 30-60 days from the date of disbursement. Such facility was
obtained bearing an interest linked to T bill, including agreed spreads over and above such rates. This facility had
been secured by a floating charge over only instant cashback receivables of the Company. These charges are
restricted to the outstanding balances of borrowings including interest and applicable charges if any.
Given that these arrangements represent short-term borrowings with a maturity period of three months or less,
they are presented on a net basis in the statement of cash flows.
(iv) The Company has borrowings from banks on the basis of security of certain current assets. The Company filed
quarterly stock statements to the banks, there were some differences in the original stock statement filed with
the banks which have been subsequently revised. There were no differences in the revised stock statements filed
with the bank and as per books of accounts. Below is the summary of quarterly reconciliation of statements of
stock, debtors and creditors as filed to the bank and books of account.
The following methods and assumptions were used to estimate the fair values:
(i) The Company has not disclosed the fair value of Cash and cash equivalents, earmarked balances with banks,
bank deposits (including interest accrued), trade receivables, receivable from related parties, receivables for
cashback, government grants receivable, loans, receivables from bank and others, liabilities towards prepaid
cards, borrowings (cash credit and bank overdrafts and bill discounting), trade payables and other financial
liabilities mentioned above because their carrying amounts are reasonable approximate to their fair value
largely due to the short-term nature of these instruments.
(ii) The Company has not disclosed the fair value of non-current financial assets (bank deposits (due for remaining
maturity after twelve months from the reporting date), security deposits receivable and government grant
receivables) because their carrying amounts are reasonably approximate of their fair value.
(iii) Valuation techniques and significant unobservable inputs The following tables show the valuation techniques
used in measuring Level 2 and Level 3 fair values at 31 March 2026 and 31 March 2025 in the Standalone Balance
Sheet, as well as the significant unobservable inputs used in measuring Level 3 fair values for financial instruments.
Related valuation processes are described:
35 Financial risk management
The Company's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate
risk), credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The
senior professionals working to manage the financial risks and the appropriate financial risk governance framework
for the Company are accountable to the Board of Directors. This process provides assurance to the Company's
senior management that the Company's financial risk-taking activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance with the Company policies
and risk objectives.
Credit risk is the risk that a counter party 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 and contract assets) and from its financing activities, including deposits with banks, and
financial institutions, and other financial assets. Management has a credit policy in place and the exposure to
credit risk is monitored on an ongoing basis. Financial assets are written off when there are indicators that there
is no reasonable expectation of recovery.
Trade receivables and contract assets
Trade receivables and contract assets are non interest bearing and are generally on 0 to 90 days credit term.
The Company has no concentration of credit risk as the customer base is widely distributed both economically
and geographically.
Credit risk has always been managed by the Company through credit approvals, establishing credit limits and
continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the
normal course of business. In accordance with Ind AS 109, the Company applies expected credit loss model (ECL)
for measurement and recognition of impairment loss. The Company follows 'simplified approach' for recognition
of impairment loss allowance on trade receivables and contract assets. The Company determines the expected
credit losses on these items by using flow rate, estimates based on historical credit loss experience of past due
status of the debtors, adjusted as appropriate to reflect current conditions and estimates of future economic
conditions. Management also exercises judgment in specific cases and basis past experience makes additional
impairment loss provisions. These include trade receivables associated with litigations, balances related to
customer who have not transacted/ paid for more than a specific period and other reasons.
The carrying amounts of financial assets represent the maximum credit risk exposure. The Company does not
hold collateral as security except in case of Issuing and acquiring platform business where the Company holds
insurance cover for trade receivable basis internal assessment for specified customers of the Company.
The Company's credit risk exposure in relation to trade receivables and contract assets under Ind AS 109 as at 31
March 2026 and 31 March 2025 are set out as follows:
Other financial instruments and bank deposits
Credit risk from balances with banks and financial institutions is managed by Company's treasury. Investments
of surplus funds are made only with approved counterparties who meet the minimum threshold requirements
under the counterparty risk assessment process. The Company monitors ratings, credit spreads and financial
strength of its counter parties. Based on its on-going assessment of counterparty risk, the Company adjusts its
exposure to various counterparties. Counterparty credit limits are set to minimise the concentration of risks.
Cash and cash equivalents, earmarked balances with banks, bank deposits and interest accrued.
The Company held cash and cash equivalents of INR 1,252.30 crores (31 March 2025: INR 823.12 crores), earmarked
balances with banks of INR 5,568.98 crores (31 March 2025: INR 4,939.84 crores) and deposits with original
maturity of more than three months of INR 1,325.18 crores (31 March 2025: INR 186.66 crores) with banks which are
considered to have low credit risk.
Security deposits, receivable from related parties, government grants receivable and receivables from
banks and others
The Company monitors the credit rating of the counterparties on regular basis. These instruments carry very
minimal credit risk based on the financial position of parties and Company's historical experience of dealing
with the parties.
Receivable for cashback schemes
Receivable for cashback schemes represent amounts recoverable from banks and brand partners towards
cashback offers extended to end customers under joint promotional schemes. These amounts are typically
contractually agreed and reimbursable based on defined milestones. The Company evaluates credit risk on
cashback receivables based on the creditworthiness of the counterparties and the contractual enforceability of
the underlying arrangements/contracts. The counterparties include established financial institutions and brand
partners with whom the Company has an ongoing business relationship. The Company considers contractual
terms and enforceability, historical payment patterns, ageing profile of the receivable, internal credit assessments,
disputes, if any, and probability of recovery, in assessing the credit risk of these receivables:
As of the reporting date, receivable for cashback schemes are considered to have a low credit risk and are
measured using the expected credit loss (ECL) model under IND AS 109. The management considers default
period of 21 months for cashback receivables and range of ECL for different age bracket is as follows:-
Not due: 0.02%, 0-3 months: 0.30%, 3-6 months: 6.62%, 6-9 months: 14.97%, 9-12 months: 29.13%, 12-15 months:
43.24%, 15-18 months: 51.50%, 18-21 months: 66.62% and more than 21 months: 100%.
(b) Liquidity risk
Liquidity risk is the risk that the Company may not be able to meet its present and future cash and collateral
obligations without incurring unacceptable losses. The Company manages liquidity risk by maintaining adequate
reserves, banking facilities by continuously monitoring forecast and actual cash flows, and by matching the
maturity profiles of financial assets and liabilities. The Company closely monitors its liquidity position and deploys
a cash management system. It maintains adequate sources of financing including loans, cash credit, and
overdraft from banks. It has access to domestic capital markets across debt, equity and hybrids. At the balance
sheet date, among other bank balances, the Company held short term bank deposits (excluding cash and cash
equivalents) of INR 1,250.18 crores (31 March 2025: INR 136.18 crores) that are expected to readily generate cash
inflows for managing liquidity risk.
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 risk comprise three types of risk: foreign currency rate risk, interest rate risk and
other price risks, such as equity risk. Market risk is attributable to all market risk sensitive financial instruments
including foreign currency receivables, payables and borrowings. The Company has in place appropriate risk
management policies to limit the impact of these risks on its financial performance.
The Company's activities expose it to a variety of financial risks, including the effects of changes in foreign
currency exchange rates and interest rates. Currently, no interest rate swaps or forward contracts are taken to
cover any foreign currency fluctuations and interest rate risk.
(i) Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company's exposure to the risk of changes in market interest rates
relates primarily to the Company's debt interest obligations and interest income on earmarked balances
with bank. Further, the Company engages in financing and investing activities at both fixed and market
linked rates. Any changes in the market linked interest rates environment may impact future rates of
market linked borrowing and earmarked balances with bank. The management continuously monitors the
prevailing interest rates in the market and the amount of variable rate borrowings and earmarked balances
with bank to decide how to mitigate interest rate risk.
The Company's deposits with banks are primarily fixed rate interest bearing and earmarked balances with
bank are at floating interest rate.
Sensitivity
With all other variables held constant, the following table demonstrates the sensitivity to a reasonably
possible change in interest rates on floating rate portion of borrowings (excluding cash credit and bank
overdraft and bill discounting facilities):
The assumed movement in basis points for interest rate sensitivity analysis is based on the currently
observable market environment, assuming other variables to be constant.
(ii) 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 currency exchange rates. Fluctuations in foreign currency exchange rates
may have an impact on the standalone statements of profit and loss, the standalone statement of
changes in equity, where any transaction references more than one currency or where assets/liabilities are
denominated in a currency other than the functional currency of the Company.
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency
transactions, primarily with respect to trade receivables, other financial assets, other financial liabilities
and trade payables. The Company does not enter into derivative financial instruments (such as foreign
currency forward contacts) for hedging of its foreign currency risk. The foreign currency exposure is reviewed
periodically with reference to the foreign currency risk management policy followed by the Company.
Exposure to currency risk
The following table analyses foreign currency risk from financial assets and liabilities as of 31 March 2026
and 31 March 2025:
Sensitivity
The Company is mainly exposed to the fluctuations in USD, SGD, AUD and EURO.
The following table details the Company's sensitivity to a 5% increase and decrease in currency units against
USD, SGD, AUD and EURO. 5% is the rate used in order to determine the sensitivity analysis, considering
the past trends and represents management's assessment of the reasonably possible change in foreign
exchange rates. The sensitivity analysis includes outstanding foreign currency denominated monetary
items and adjusts their translation at the year-end for a 5% change in foreign currency rates.
A positive number below indicates an increase in profit and other reserves where INR weakening 5% against
USD, SGD, AUD and EURO. For a 5% strengthening of INR against USD, SGD, AUD and EURO, there would be a
comparable impact on the profit and other reserves, and the balances below would be negative.
36 Capital management
Risk management
For the purpose of the Company's capital management, capital includes equity share capital, equity share capital
pending issuance, instruments entirely equity in nature pending issuance and other equity attributable to the equity
holders. 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.
The Company focus is to keep strong total equity base to ensure independence, security, as well as a high financial
flexibility for potential future borrowings, if required without impacting the risk profile of the Company.
Remarks
(ai) Due to increase in current assets (primarily in cash & cash equivalent and other bank balance due to
receipts of proceeds from IPO during the year) is more than the increase in current liabilities.
(aii) Due to decrease in borrowings (due to repayment of borrowings in current year) and corresponding
increase in shareholders equity (as new shares issued during IPO).
(aiii)Due to increase of profits in current year and decrease in principal elements of borrowings on
account on repayment.
(aiv) Due to increase of profits in current year in percentage terms is more than the increase in average
shareholders equity.
(av) Due to increase of cost of goods sold in current year as against the previous year, however average inventory
remains similar to previous year.
(avi) Due to increase of purchase of stock in trade and other expenses in current year more than the increase in
average trade payable.
(avii) Due to increase in working capital (primarily in cash & cash equivalent and other bank balance as there is
proceeds from IPO during the year) in current year is more than the increase in net sales in term of percentage
(aviii) Net profit is increased in current year by 5 times from previous year however, revenue is increased
only by 21 percent.
(aix) Due to increase in profit before tax is more than increase in capital employed in percentage terms.
b) Others
i) The Company does not have any Benami property, where any proceedings have been initiated or pending
against the Company for holding any Benami property.
ii) The Company does not have any charges which are yet to be registered with ROC.
iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or
intangible assets or both during the current year.
iv) The Company does not have any such 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).
v) The Company has not traded or invested in Crypto currency or Virtual Currency during the period covered
by this financial year.
vi) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
vii) The Company have 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.
viii) The Company is not declared as wilful 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 wilful
defaulters issued by the Reserve Bank of India.
ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
x) a) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the
Reserve Bank of India.
b) The Group to which the Company belongs to (as per the provisions of the Core Investment Companies
(Reserve Bank) Directions, 2016) does not have any CICs.
xi) Disclosure for struck off companies
The following table depicts the details of balances outstanding in respect of transactions undertaken with a
company struck-off under section 248 of the Companies Act, 2013:
xii) The Company has maintained proper books of account as required by law has been kept by the Company
except that the back-up of certain accounting softwares which form part of the "books of account and
other relevant books and papers in electronic mode" has not been maintained on a daily basis for certain
periods in the current year and that the back-up of one accounting software has not been maintained on
servers physically located in India. The Company has used accounting softwares for maintaining its books
of account which have a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the softwares, except that audit trail was not
enabled at application level for certain accounting softwares, not enabled in four accounting softwares at
database level relating to certain revenue processes, not enabled at the application level for certain fields/
tables relating to various revenue, general ledger and other processes (as applicable) in relation to one
accounting software. Further, no instance of audit trail feature being tampered with was noted in respect
of the above accounting software(s) where the audit trail has been enabled and for the period it was
enabled. Additionally, wherever the audit trail (edit log) facility was enabled and operated, the audit trail
has been preserved by the Company as per the statutory requirements for record retention for the period
it was enabled.
38 Assets pledged as security
As at 31 March 2026, in respect of borrowings and other financing facilities from banks, the Company carries
sanctioned limits of INR 876.58 crores (31 March 2025: INR 909.78 crores). Against these sanctioned limits, the
outstanding loans amounted to INR 251.14 crores as at 31 March 2026 (31 March 2025: INR 730.54 crores). As per the
terms of the agreements with the lenders, the Company has pledged, as per the sanction/hypothecation letter
certain property, plant and equipment having gross book value of INR 350.00 crores as at 31 March 2026 (31 March
2025: gross block INR 350.00 crores) and inventories, trade receivables including contract assets, balances with banks
in current accounts, bank deposits and receivable for cashback schemes having a total carrying value of INR 1,720.55
crores as at 31 March 2026 (31 March 2025: INR 1,427.55 crores) of the Company which have availed these limits. The
repayment liabilities against these limits are restricted to the outstanding balances of borrowings including interest
and applicable charges and other non fund based financing facilities, if any.Further, the Company
also carries a lien on deposits with banks amounting to INR 95.06 crores (31 March 2025: INR 84.59 crores) under
cash and cash equivalents, other bank balances and other non-current financial assets in relation to issue of certain
prepaid cards and other facilities obtained from such banks.
(f) Terms and conditions
All transactions were made on normal commercial terms and conditions and at arm length prices. All balances
receivables and payables are unsecured and to be settled in cash except for other assets.
The Company had issued a letter of financial support to "Fave Group Pte. Ltd.", "Pine Labs Digital Solutions Private
Limited", "Pine Labs Investments Pte. Ltd.", "Pine Labs Holding (Thailand) Limited", "Grapefruit Payment Solutions
Private Limited", "Pine Labs Solutions Pte. Ltd. (formerly known as Qwikcilver Solutions Pte. Ltd.)" and "Brokentusk
Technologies Private Limited" for their continuing operations and enable them to meet their liabilities.
40 Employee benefits
(a) Defined contribution plans
The Company provides provident fund and employee's state insurance scheme for eligible employees as per
applicable regulations where in both employees and the Company make monthly contributions at a specified
percentage of the eligible employee's salary.
The expense recognised during year ended 31 March 2026 towards defined contribution plan is INR 18.32 crores
(31 March 2025: INR 18.55 crores).
(b) Defined benefit plan
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of
gratuity payable on retirement/termination is the employees last drawn qualifying salary per month as per New
Labour Code computed proportionately for 15 days salary multiplied for the number of years of service. The
Company have an unfunded defined benefit gratuity plan as per Payment of Gratuity Act, 1972.
The above sensitivity analysis are based on a change in an assumption while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the
same method (present value of the defined benefit obligation calculated with the projected unit credit
method at the end of the reporting period) has been applied as when calculating the defined benefit
liability recognised in the standalone balance sheet.
VIII Risk exposure
Through its defined benefit plans, The Company is exposed to a number of risks, the most significant of
which are detailed below:
Interest rate risk: The defined benefit obligation calculated uses a discount rate based on government
bonds. If bond yields fall, the defined benefit obligation will tend to increase.
Salary inflation risk: Higher than expected increases in salary will increase the defined benefit obligation.
Demographic risk: This is the risk of variability of results due to unsystematic nature of decrements that
include mortality, withdrawal, disability and retirement. The effect of these decrements on the defined benefit
obligation is not straight forward and depends upon the combination of salary increase, discount rate and
vesting criteria. It is important not to overstate withdrawals because in the financial analysis the retirement
benefit of a short career employee typically costs less per year as compared to a long service employee.
(a) In August 2018, one of the regulatory authorities in India, the Directorate General of Goods & Services Tax
Intelligence ("Department"), issued a show cause notice ("Notice"), and subsequently passed an order dated
30 December 2021 confirming the demand of INR 13.87 crores (excluding interest and penalty) alleging non¬
payment of service tax on breakage revenue, service tax on reverse charge on services procured from non¬
taxable territory and service tax on common input reversal over a period of five years between 2012 and 2017.
The Company has filed an appeal in Custom, Excise and Service Tax Appellate Tribunal (CESTAT) against the
abovesaid order. Subsequently, GST council in its meeting in December 2024 has clarified that unredeemed
vouchers (breakage) would not be considered as supply under GST and no GST is payable on income booked
in the accounts in respect of breakage. Accordingly, on the basis of internal evaluation and in consultation
with the legal counsel, the Company has considered an amount of INR 0.49 crores on account of service tax
on reverse charge on services procured from non-taxable territory and service tax on common input reversal
(excluding interest and penalty) under contingent liabilities, excluding the demand of service tax on breakage
revenue of INR 13.37 crores. The Company had deposited INR 1.03 crores as payment under protest against order
for aforesaid appeal filed. However, the CESTAT is yet to consider this clarification in the aforementioned matter
and issue a final order.
Pursuant to GST audit of books of accounts vis-a-vis GST returns for the FY-2019-20, a demand of INR 19.25 crores
(excluding interest and penalty) was raised by the Department. The Company filed an appeal and deposited
INR 1.92 crores under protest. Against the appeal, the company received an order in February 2026 in which
the demand has been reduced to INR 14.89 crores (excluding interest and penalty). The management, basis
their consultation with the tax advisor is of the opinion that matters pertaining to demand of INR 14.89 crores
(excluding interest and penalty) are considered remote while a demand of INR 0.17 crores on non-payment
of interest on delay issue of invoices is possible. The company is in the process of filing an appeal against the
Appellate order.
In August 2024, the Directorate General of Goods and Services Tax intelligence (""Department""), Mumbai issued
a show cause notice (""SCN"") to Company alleging the non availability of GST credit on co-branding services,
product listing fees on e-commerce marketplace and advertisement expenses from the period July 2017 to March
2024 incurred in relation to sale of gift cards amounting to INR 214.11 crores (excluding interest and penalty). In
response to the SCN, the Company filed the submission in December 2024 to The Joint Commissioner, Bangalore
(""JC""). Consequently, the JC passed an order in February 2025 confirming a demand of INR 214.11 crores
(excluding interest and penalty). The Company has filed a writ petition to Honourable Karnataka High Court
against the demand and the court has stayed the proceedings till next date of hearing. On the basis of internal
evaluation and in consultation with the legal counsel, the Company has the high chances of winning the case at
higher authorities.
In addition to above the management has estimated interest liabilities of INR 137.92 crores (31 March 2025: INR
103.91 crores) on above matters.
b) The Company is involved in certain other lawsuits and proceedings, which arise in the ordinary course of business.
Based on the facts currently available, management believes that likelihood of the outflow of resources is remote
and hence the Company has not recognized amounts involved in matters under such lawsuits and proceedings
in contingent liabilities.
Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings
of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions
pending with various forums/authorities.
45 The Board of Directors of Pine Labs Limited (formerly known as Pine Labs Private Limited) (hereinafter referred
to as ""Transferee Company"") and Erstwhile Pine Labs Limited, Singapore (erstwhile holding company) (hereinafter
referred to as ""Transferor Company"") on 8 February 2024 and 13 December 2023 (modification of the Scheme
approved on 7 February 2024) respectively, had approved the draft Scheme of Arrangement ('Scheme') among
Transferor Company, the Transferee Company and their respective shareholders under section 210 read with section
212 of the Companies Act 1967 of Singapore, sections 230 to 232, read with section 234 of the Companies Act, 2013 of
India and other applicable provisions of the Companies act 1967 of Singapore, the Companies Act, 2013 of India and
rules thereunder to effect an amalgamation between Transferor Company and Transferee Company.
The said Scheme was approved by the General Division of the Hon'ble High Court of the Republic of Singapore (the
"Court") on 9 May 2024 and by Hon'ble National Company Law Tribunal ('NCLT'), Chandigarh bench on 9 April 2025.
As mentioned in the Scheme and upheld by the National Company Law Appellate Tribunal ('NCLAT'), in its order dated
1 May 2025, appointed date will be considered as effective date dependent upon certain conditions to be fulfilled
subsequently which have been completed on 6 June 2025, thus the Scheme has become effective from 6 June 2025.
Pursuant to the effectiveness of Scheme, the Transferor Company along with its investment in the subsidiaries (other
than the Company and its direct subsidiaries) have been transferred to and vested in the Transferee Company with
effect from 6 June 2025.
These Standalone Financial Statement has been prepared using the principles as prescribed under Appendix C of Ind
AS 103 for ""Business combinations of entities under common control"" giving the retrospective effect to the merger
consummated on 6 June 2025 as if the merger has been made effective 01 April 2024. Accordingly, transfer as per
the Scheme of arrangement has been accounted for under the pooling of interest method and the Company has:
(a) recorded the assets, liabilities, and reserves of the Transferor Company at the existing carrying amounts;
(b) the relevant existing shares held by the Transferor Company in the Transferee Company has been considered
as cancelled and the equity share capital of the Transferee Company has been reduced to that extent;
(c) the aggregate face value of the Scheme shares issued and allotted by the Company as a consideration to
the ordinary share holders and preference share holders of the Transferor Company (in lieu of every 10,000
ordinary shares in the Transferor Company, 1,271,775 equity shares of face value of INR 1 each and in lieu of every
10,000 preference shares in the Transferor Company, 1,271,775 preference shares of face value of INR. 1 each) in
accordance with the Scheme has been recorded as 'Equity share pending issuance' and 'Instruments entirely
equity in nature pending issuance', respectively; and
(d) the difference arising on account of following has been recorded as 'Capital Reserve';
1. The face value of the Scheme shares issued by the Transferee Company;
2. The amount of cancellation of existing share capital of the Transferor Company, as per the separate financial
statements of the Transferor Company, and
3. The difference arising from cancellation at face value of existing equity shares of the Transferee Company
held by the Transferor Company and the value of such investment in separate financial statements of
Transferor Company.
4. On 6 June 2025, debit balance in the profit and loss account of Transferee Company adjusted against the
balance in the Capital Reserve account arise on account of amalgamation as per Scheme.
46 Share-based payment arrangements
A) Employee Stock Option Plan - Erstwhile Pine Labs Limited, Singapore (Erstwhile Holding Company)
Prior to 6 June 2025 (merger effective date), the Erstwhile Holding Company formulated the Employees Stock
Option Plan 2014 ("2014 Plan") which was approved by the Board of Directors of Erstwhile Holding Company.
During the year ended 31 March 2025, the Erstwhile Holding Company replaced the 2014 Plan with Employee Stock
Option Plan 2024 ("2024 Plan") which had been approved by the Board of Directors of Erstwhile Holding Company
on 4 February 2025. The options were denominated in US Dollars ("USD").
Vesting conditions
Options granted to a Participant(s), under each Grant, shall vest subject to the condition that the Participant
continues to be in employment with the Company during the term required as per their respective vesting
schedule. Vesting period ranges from vesting over 18 months, 18.5 months, 21 months, 22 months, 27 months, 33
months, 39 months, 40 months, 42 months, 43 months, 44 months, 45 months, 46 months, 47 months and 48
months based on their respective approved vesting schedule.
Further there are few options granted for which vesting is conditional upon certain performance measures/
criteria. The performance of such grants are measured over vesting period of the options granted which ranges
from 9 months to 45 months. The performance measures for these grants include probability of achievement of
the individual performance and probability of achievement of the factors for the Company i.e. (net revenue and
new product development).
Exercise period for these options are 120 months from the grant date as per 2024 plan (60 months from each
Vesting Date as per 2014 plan) or 24 months as per 2024 plan (12 months as per 2014 plan) from the date of
termination of services for any reasons, including but not limited to, death and permanent disability, whichever
is earlier or as may be determined by the Board in some specific cases. If the participant does not exercise his
vested options during the exercise period, the vested options shall lapse.
Each option entitles the holder to one common share of the Erstwhile Holding Company. On exercise of options
the employees are issued shares of the Erstwhile Holding Company.
Upon merger of Erstwhile Holding Company with the Company, all the option holders have been given 127.1775
employee stock option of the Company for every 1 employee stock option in the Erstwhile Holding Company as
per swap ratio defined in the Scheme of arrangement. (Refer note 45)
The Company had entered into an agreement with the Erstwhile Holding Company, whereby the Company will
reimburse the Erstwhile Holding Company for the share based compensation cost computed on the basis of fair
value method in respect of options exercised by the employees of the Company. Accordingly, the Company had
set up liability in respect of Share based compensation payable to the Erstwhile Holding Company computed on
the basis of fair value method in respect of all options granted to the employees of the Company.
These modifications resulted in higher weighted average exercise price of outstanding options as at 6 June 2025.
The weighted average share price at the date of exercise for share options exercised during the year ended 31
March 2025 was INR 10,256.02. There are no share options exercised during the period ended upto 6 June 2025.
The share options outstanding at March 31, 2025 had a exercise price ranging from INR 140.34 to INR 15,987.96 and
a weighted average remaining contractual life of 7.09 years.
The weighted average fair value of options granted during the period ended upto 6 June 2025 is INR 12,501.24 (31
March, 2025: INR 7,770.98).
Inputs for measurement of grant date fair values
Equity-settled options/ Modified options
The fair value of the share options on date of grant was made using the Black-Scholes model with the
following assumptions-
Share based compensation cost for the period upto 6 June 2025 and for the year ended 31 March 2025 in
respect of stock options amounting to INR 14.44 crores and INR 45.78 crores has been determined based on fair
value method. As at 31 March 2025, outstanding liability towards the Erstwhile Holding Company with respect to
Employee stock option expenses are INR 286.87 crores. Outstanding liability as at 6 June 2025 towards Erstwhile
Holding Company has been subsumed upon merger (refer note 45).
The Erstwhile Holding Company had issued cash settled awards to certain employees of the Company in
accordance with the Buy Back Agreement executed between the Erstwhile Holding Company and such employees
of the Company. As per the Buy Back agreement, the first tranche of the buyback was due in April 2024 with the
second tranche due in April 2025. During the period ended upto 6 June 2025 and year ended 31 March 2025, such
employees have renounced their rights under the first tranche and second tranche of the Buy Back Agreement
respectively for receipt of consideration of INR 87.41 crores (of which INR 34.68 crores was received in 31 March
2025) and modifying such cash settled awards into equal number of equity settled award.
Basis the cross charge agreement entered with Erstwhile Holding Company for payment of such consideration,
amount of INR 87.41 crores (of which INR 34.68 crores pertains to 31 March 2025) had been cross charged by
Erstwhile Holding Company to the Company. The Company recorded employee share option expense of INR 9.33
crores during the period ended upto 6 June 2025 on settlement/ remeasurement of cash settled awards (31
March 2025: INR 8.23 crores).
B) Pine Labs Employee Stock Option Plan 2025
Pursuant to the merger of Erstwhile Holding Company with Pine Labs Limited (formerly known as Pine Labs Private
Limited), all the option holders have been given 127.1775 employee stock option of Pine Labs Limited (formerly
known as Pine Labs Private Limited) for every 1 employee stock option in the Erstwhile Holding Company as per
swap ratio defined in the Scheme of arrangement and accordingly the Company has formulated the Pine Labs
Employees Stock Option Plan 2025 ("2025 Plan") which has been approved by the Board of Directors of Company
on 24 June 2025. The impact 2025 Plan on the employee share based payment expenses and related disclosures
is mentioned below. The maximum number of Options to be granted shall be determined by the Board from time
to time and will be recorded in relevant resolutions approved by the Board. The options are denominated in an
Indian Rupee ("INR"). Vesting conditions and exercise period for the options migrated from 2024 Plan remains
same under 2025 Plan as mentioned aforesaid in note 46A.
Vesting conditions
Options granted to a Participant(s), under each Grant of 2025 Plan, shall vest subject to the condition that the
Participant continues to be in employment with the Company during the term required as per their respective
vesting schedule. Vesting period ranges from vesting over 22 months, 45 months and 48 months based on their
respective approved vesting schedule.
Further there are few options granted for which vesting is conditional upon certain criteria i.e. market link
conditions. The performance of such grants are measured over vesting period determined by Monto Carlo
Simulation method granted which ranges from 36 months to 37 months. The performance measures for these
grants include probability of achievement of the factors linked to the market based conditions i.e. IPO completion
and milestone price which is certain multiple of the listing price achieved for the continuous quarter after the
expiry of the period of investor lock-in but not later than 6 years from the date of the grant.
Exercise period for these options under 2025 Plan are 60 months from each Vesting Date or 12 months from the
date of termination of services for any reasons, including but not limited to, death and permanent disability,
whichever is earlier or as may be determined by the Board in some specific cases. If the participant does not
exercise his vested options during the exercise period, the vested options shall lapse.
The Company has entered into an agreement with the respective subsidiary Company, whereby the each
subsidiary Companies will reimburse the Company for the share based compensation cost computed on
the basis of fair value method in respect of options exercised by the employees of the subsidiary Company.
Accordingly, the Company has set up an asset in respect of Share based compensation recievable from the
respective subsidiary Company computed on the basis of fair value method in respect of all options granted to
the employees of the respective subsidiary Company.
Employee share based payment expense related to equity-settled share-based payment transactions for the
period from 6 June 2025 to 31 March 2026 amounting to INR 102.98 crores (including INR 14.44 crores for the period
upto 6 June 2025) and INR 27.59 crores recoverable from subsidiary companies towards share based payment
for employees of subsidiaries has been determined based on fair value method.
The share options outstanding at 31 March 2026 had a exercise price ranging from INR 5.40 to INR 215.32 and a
weighted average remaining contractual life of 7.42 years as on 31 March 2026.
The weighted average share price at the date of exercise for share options exercised during the period from 6
June 2025 to 31 March 2026 is INR 143.
The weighted average fair value of options granted during the period from 6 June 2025 to 31 March 2026 is INR 80.69.
The Company has measured incremental fair value of above modifications and options granted during the
period from 6 June 2025 to 31 March 2026 by using Black-Scholes model as mentioned below:
47 Impairment testing for cash generating units (CGU) containing goodwill
For the purpose of impairment testing, goodwill is allocated to a CGU representing the lowest level within the Company
at which goodwill is monitored for internal management purposes and which is not higher than the Company's
operating segment.
Notes:
(i) The acquisition of erstwhile Qwikcilver Solutions Private Limited ("Qwikcilver") in April 2019 resulted in the
recognition of goodwill of INR 459.10 crores which was allocated to Issuing and acquiring platform CGU. As a
result of the acquisition, management monitors operations of Issuing and acquiring platform business as a
separate CGU and accordingly makes decisions for the same.
(ii) As per the Company policy, Goodwill is tested for impairment on an annual basis on 31 March. The latest
impairment testing was performed for the year end 31 March 2026.
(iii) The recoverable amount of the CGU is determined based on the value-in-use calculations which require use of
assumptions. The calculations are performed using cash flow projections based on financial budgets approved
by senior management covering a five-year period. Cash flows beyond the five year period are incorporated
in perpetuity using the estimated growth rates stated below, during which the business is expected to continue
generating cash. The terminal growth rate, revenue growth rate and EBITDA margins were determined based on
management's estimates.
(v) Sensitivity Analysis
The Company has conducted an analysis of the sensitivity of the impairment test to changes in the key
assumptions used to determine the recoverable amount for the CGUs to which goodwill is allocated. The
management believes that any reasonably possible change in the key assumptions on which the recoverable
amount of CGUs is based would not cause the aggregate carrying amount to exceed the aggregate recoverable
amount of the CGUs.
(vi) Based on the above, no impairment was identified as of 31 March 2026 as the recoverable value of the CGUs
exceeded their respective carrying value.
48 The Company has presented segment information in the Consolidated Financial Statements for the year ended
31 March 2026. Accordingly, in terms of Paragraph 4 of Ind AS 108 'Operating Segments', no disclosures related to
segments are presented in these Standalone Financial Statements for the year ended 31 March 2026.
49 Effective 21 November 2025, The Government of India has consolidated multiple existing labour legislations into
a unified framework comprising four Labour Codes collectively referred to as the 'New Labour Codes'. Under Ind AS 19,
changes to employee benefit plans arising from legislative amendments, requiring recognition of past service cost
immediately in the Statement of Profit and Loss. The New Labour Codes has resulted in estimated one time increase
in provision for employee benefits of the Company of INR 2.30 crores. The Company has recorded such incremental
impact under "Exceptional items" in the Statement of Profit and Loss account. The Company continues to monitor the
finalisation of Central / State Rules and clarifications from the Government on other aspects of the Labour Code.
50 Event after the reporting period
Subsequent to the reporting date, on 25 April 2026, the Company entered into a Share Purchase Agreement
(""Agreement"") to acquire 100% equity stake in Shopflo Technologies Private Limited (""Shopflo"") on a fully diluted basis
from the selling shareholders, for a cash consideration of INR 88.00 crores. The transaction is subject to the fulfilment
of specified conditions precedent. Shopflo is engaged in the business of development, deployment, operation and
commercialization of a direct-to-consumer Checkout Platform and offers engine and e-commerce enablement
services and/or solutions.
Since the Agreement has been entered subsequent to the balance sheet date, hence no adjustment been made in
these standalone financial statements.
51 During the current year, the Company has completed an initial public offering (IPO) comprising fresh issue of
9,41,29,524 equity shares with a face value of INR 1 each aggregating to INR 2,080.00 crores and sale of 8,23,48,779
equity shares by certain existing shareholders of the Company amounting to INR 1,819.91 crores.
The Company expects to utilize the remaining proceeds in accordance with the stated objects mentioned above by
end of financial year 2027-2028.
52 The amounts disclosed in financials as "0" are below the rounding off norm adopted by the Company.
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