Inventurus Knowledge Solutions Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

The total cash outflow for the leases for the year ended March 31,2025 was ^179.45 Millions (March 31, 2024 ^144.96 Millions) Extension and termination option

Extension and termination option included in lease agreement for each office premises. These are used to maximise operational flexibility in terms of managing the assets used in the Company’s operations. The majority of extension and termination options held are exercisable only by the Company and not by the respective lessor.

(i)    The Company has set up a trust for welfare of employees and named Inventurus Employees Welfare Foundation which is controlled by the Company and therefore consolidated in these financial statements. Such trust hold 44,28,309 (March 31, 2024 - 47,70,722) equity shares representing 2.58% (March 31, 2024 - 2.79%) of equity shares in the Company.

(ii)    During the year, the Inventurus Employees Welfare Foundation has re-purchased 305,589 shares (March 31,2024 - 4,400 shares) issued to Company’s employees pursuant to a scheme of stock option.

(iii)    As part of the acquisition of Aquity Holding Inc. (“Aquity’'), the Company agreed to discharge certain portion of the consideration towards selling shareholders who were also part of the Aquity Management (hereinafter referred to as “Management Equity Holders"), in the form of the Company’s shares to be subscribed by such Management Equity Holders. There are certain restrictions imposed on these shares on account of which these shares has to be repurchased by the Company during the period of restriction and hence these were classified as financial liabilities rather than equity share capital. Over the period of three years from the date of acquisition, these restrictions will be phased out at the end of each year, and shares will be reclassified as share capital once the restrictions are lifted as part of the deal. During the year, the Company got listed on December 19, 2024 and hence the restrictions on the shares were released as part of the acquisition deal. Thus, these shares were subsequently classified as equity shares during the year ended March 31, 2025.

b.    Rights, preferences and restrictions attached to shares

Equity Shares: The Company has issued only one class of equity shares with each share representing one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding. None of the holders of equity shares shall be entitled to transfer any of their shares in the Company in contravention of the term contained in the Article of Association or any shareholders agreement.

c.    Shares reserved for issue under options

Information relating to Employee Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the end of the reporting period is set out in note 35.

The Company during the preceding 5 years:

1)    has issued 8,55,75,310 shares by way of bonus shares of ^1 each fully paid in the year ended March 31, 2022.

2)    has not bought back any shares except 38,65,957 shares bought back during the year ended March 31, 2023.

3)    in the Extra-ordinary general meeting of the shareholders held on December 3, 2021, the shareholders of the Company approved the sub-division of equity shares, where in each equity share with a face value of ^10 has been subdivided into 10 equity shares with a face value of ^1 each. The effective date of the sub-division was December 20, 2021.

Nature and purpose of other reserves

Share application money pending allotment

Share application money pending allotment represents amount received from employees who have exercised ESOP for which shares are pending allotment as on Balance Sheet date. The Inventurus Employees Welfare Foundation (Inventurus ESOP Trust) received amounts from the employees on exercise of options during the year, however the shares had not been issued as on Balance Sheet date. The Company has shown the amount received on exercise of these shares as Share application money pending allotment.

Securities premium

Securities premium account comprises of the premium on issue of shares. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.

Capital Reserve

The Company had a wholly owned subsidiary in Hyderabad, which was incorporated in 2008 and subsequently in the year 2012 merged with the Company. At the time of merger, the net reserves of the subsidiary were transferred to capital reserve.

Share option outstanding account

Share options outstanding account is used to recognise the grant date fair value of option issued to the employees under Employees stock option ownership plan 2008, Employees stock option ownership plan 2013, Employees stock option ownership plan 2019 and Employees stock option ownership plan 2022 as well as the grant date fair value of the option given to the directors under the share warrants issued as described in note 35.

Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve. The reserve is utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

Cash flow hedging reserve

The cash flow hedging reserve is used to recognise the effective portion of gains or losses on derivatives that are designated and qualified as cash flow hedges, as described in note 40.

Note 16 - Contract Liabilities
Â	As at March 31, 2025		As at March 31, 2024
Â	Current	Non-current	Current	Non-current
Deferred Revenue	1.11	1.06	3.88	2.12
Â	1.11	1.06	3.88	2.12
Contract liabilities include upfront money received as per the terms of the contract with customers. The corresponding revenue is recognised when services are rendered over a period of time.
Revenue recognised in relation to contract liabilities		Â	Â	Â
The following table shows how much of the revenue in the current reporting period relates to carried forward contract liabilities
Particulars			For the year ended March 31, 2025	For the year ended March 31, 2024
Opening balance			6.00	11.70
Revenue recognised during the year			(3.90)	(5.84)
Foreign exchange gain/(loss)			0.07	0.13
Closing balance			2.17	6.00

Note 17 - Provisions

a)    Compensated absences

Provision for Compensated absences is presented as current, since the Company does not have an unconditional right to defer settlement of these obligations. However, based on past experience, the Company does not expect all employees to avail the full amount of accrued leave or require payment for such leave within the next 12 months. Leave obligation not expected to be settled within the next 12 months for the period ended March 31, 2025 and March 31, 2024 amounts to ^38.39 Million and ^40.85 Million respectively.

The Company’s liability is actuarially determined (using the Projected Unit Credit method) by an Independent actuary at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise.

b)    Post employment obligations

Gratuity - Defined benefit plan

The Company complies with the Payment of Gratuity Act, 1972 and computes the amount payable towards gratuity accordingly. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is unfunded. The weighted average duration of defined benefit obligation is Four years (March 31, 2024 - Four years).

Provident fund - Defined contribution plan

The Company has certain defined contribution plans. Contributions are made to provident fund in India for employees as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year towards defined contribution plan is ^259.17 Million (March 31, 2024- ^218.81 Millions).

Employee state insurance fund - Defined contribution plan

The Company provides for employee state insurance as per the Employee State Insurance Act, 1948. Employees with gross salary below ^21,000 are eligible for state insurance fund. Contributions are made to employee state insurance funds in India for employees as per the regulation. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year towards defined contribution plan is ^16.18 Millions (March 31, 2024 - ^15.48 Millions).

Company complies with the Payment of Gratuities Act, 1972 and computes the amount payable towards gratuity accordingly. The liability is certified by an actuary as on balance sheet date.

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumption would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the defined benefit obligation as recognised in the balance sheet.

Risk exposure

Through its defined benefit plan, the Company is exposed to a number of risks, the most significant of which are detailed below:

1.    Interest rate risk: A fall in the discount rate which is linked to the Government Security will increase the present value of the liability requiring higher provision.

2.    Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan’s liability.

3.    Asset Liability Matching (ALM) Risk: The plan faces the ALM risk as to the matching cash flow. Company has to manage pay-out based on pay as you go basis from own funds.

4.    Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Note 30 - Contingent liabilities

(i)    The Company has evaluated the Supreme Court Judgment in case of Vivekananda Vidya Mandir And Others Vs The Regional Provident Fund Commissioner (II) West Bengal and the related circular (Circular No. C-I/1(33)2019/Vivekananda Vidya Mandir/284) dated March 20, 2019 issued by the Employees’ Provident Fund Organisation in relation to non-exclusion of certain allowances from the definition of “basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. Based on the assessment of the management, the aforesaid matter is not likely to have significant impact in respect of earlier periods.

(ii)    Pending litigations in respect of direct taxes may result in a tax incidence of ^0.23 Millions (March 31, 2024 - ^0.23 Millions). Based on the advice obtained and assessment in favour of the Company in the past on similar matters, management has disclosed the litigated amount as contingent liability.

(iii)    Also refer note 32 of the Financial Statements.

(iv)    The Company received a tax order for AY 2022-23 dated March 17, 2025 from the jurisdictional Assessing Officer making certain transfer pricing adjustments. The company has filed an appeal against the same with the Commissioner of Income Tax Appeals. The total demand raised is of ^49.10 Million.

Note 32

In the previous years, the Company had received summons from the Directorate of Revenue Intelligence (‘DRI’) alleging that the Company had claimed and availed export benefits under Service export from India scheme (SEIS) in excess of its eligibility. As a result, the Company had deposited ^174.05 Million under protest, additionally paid interest and duty amounting to ^87.26 Million and decided not to claim ^47.81 Million of balance of export benefits, which has been disclosed as an exceptional item of ^309.12 Million in the statement of profit and loss for the year ended March 31, 2023. Further, the Company received a show cause notice dated December 15, 2024 from Office of the Development Commissioner, Seepz Special Economic Zone. The Company filed a response against the notice asking for additional information. The Company is awaiting a response on aforesaid matter.

The above information has been determined to the extent such parties have been identified on the basis of information available with the Company.

Note 35 - Share based payments

ESOP scheme 2022 was introduced on April 22, 2022 to align the provisions of the ESOP scheme with SEBI guidelines, to add few additional definitions, to grant Power to the Board/NRC to modify the scheme to the extent not prejudicial to the interest of the employees, to allow additional disclosures to be made in grant letters etc. and subsumes the previous ESOP schemes (The employee stock option plan 2008, 2013, 2019, 2022) run by the Company. There are no changes in the terms of options granted under previous schemes and the same has not been modified and will continue to be guided by the terms mentioned in those respective schemes.

(A) Employee Stock Ownership Plan 2022 (‘the 2022 Plan')

The Board at their meeting held on April 22, 2022 approved the 2022 Plan, for issue of shares / options to key employees of the Company and its subsidiaries. The cumulative aggregate number of equity shares issued by the Company under this plan and existing 2008, 2013 and 2019 Stock Option Plans shall not exceed 2,10,00,000 equity shares (12% of post issuance share capital).

All granted options under the 2022 Plan, will vest and be available to respective employees to exercise into equity shares upon completion of 12 (10% of granted of options), 24 (15% of granted of options), 36 (25% of granted of options) and 48 (50% of granted of options) months. All options vested but not exercised as per the scheme will be forfeited.

Fair value hierarchy

This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows below the table.

 

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes mutual funds which are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example over-the counter derivatives) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities.

Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:

For foreign currency forward contracts, fair valuation is done using present value of future cash flows based on the forward exchange rates at the balance sheet date. They are classified as level 2 in the hierarchy due to the inclusion of observable inputs including counterparty credit risk.

The carrying amounts of trade and other receivables & payables, cash and cash equivalents, other bank balances, term deposits, security deposits and other financial liabilities approximate their fair values due to their short term nature, therefore fair value disclosure for the same has not been given.

 

Note 37 - Financial risk management

The Company’s activities expose it to a variety of financial risks such as market risk, credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on its financial performance. The Company hedges its exposure to foreign currency risk by entering into forward contracts.

The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The board of directors has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports to the board of directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Company’s activities. The Company, through its training, standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The board of directors monitor compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.

(A) Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s trade and other receivables from customers.

Trade receivables

The Company’s accounts receivables are concentrated in the healthcare industry. However, the Company’s clients typically are well-established hospitals, medical facilities or major health system companies with good credit histories. Payments from clients have been received generally within normal time frames for the industry. The management continuously monitors the credit exposure towards the customers outstanding at the end of each reporting period to determine incurred and expected credit losses. Given that the macroeconomic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue.

Cash & cash equivalents and other bank balances

Cash and cash equivalents are maintained with reputable financial institutions only so as to minimize the associated credit risk. The Company believes these assets to be of high quality with negligible credit risk hence no provision for expected credit loss is made.

Other bank balances are held with bank and financial institution counterparties with good credit rating.

Derivatives

The derivatives are entered into with bank and financial institution counterparties with good credit rating.

Other financial assets

Other financial assets are neither past due nor impaired.

The Company is also subject to risk of healthcare sector and geographic concentration as the entire business operation is in the United states.

(B) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The risk is managed through cash flow forecasts, the optimisation of daily cash management and by ensuring that adequate borrowing facilities are maintained.

(C) Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

(i) Interest rate risk

Interest rate risk is a risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s income and operating cash flows are substantially independent of changes in market interest rates. The Company’s only significant interest-bearing financial liabilities are lease liabilities which are measured at amortised cost.

 

(ii) Currency risk

The Company is exposed to currency risk on account of its operations in USA. The functional currency of the Company is Indian Rupee. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future. Consequently, the Company uses derivative instruments, i.e, foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange rates in respect of its highly probable forecasted transactions and recognized assets and liabilities.

The Company enters into foreign currency forward contracts which are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the settlement date of certain payables/ receivables.

The Company also enters into derivative contracts in order to hedge and manage its foreign currency exposures towards future export earnings. Such derivatives contracts are entered into by the Company for hedging purposes only, and are accordingly classified as cash flow hedge.

Note 38 - Capital Management (a) Risk Management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for the shareholder and benefits for other stakeholders.

The Company considers total equity i.e. retained profit, other reserves, share capital, share premium of its balance sheet to be managed as capital. The Company has financing arrangements as described in note 37(B)(i).

The Company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

Note 39 - Segment Reporting and Disaggregation of revenue

The Company operates in one reportable business segment which comprises a Care enablement platform providing technology enabled solutions to Healthcare providers. This in the context of Indian Accounting Standard (Ind AS 108) “Operating Segments" constitutes a single operating segment.

e) All the non-current assets of the Company except investments (wholly owned subsidiary located in USA) are located in India.

Note 40 - Hedge accounting

The Company’s risk management policy is to hedge its estimated net foreign currency exposure in respect of highly probable forecast sales over the following 12 months at any point in time. The Company uses forward exchange contracts to hedge its currency risk. Such contracts are generally designated as cash flow hedges. The fair values of all such derivative financial instruments are recognised as assets or liabilities at the Balance Sheet date.

The forward exchange forward contracts are denominated in the same currency as the highly probable forecast sales, therefore the hedge ratio is 1:1. Most of these contracts have a maturity of 1-12 months from the reporting date. The Company’s policy is for the critical terms of the forward exchange contracts to align with the hedged item.

The Company determines the existence of an economic relationship between the hedging instrument and hedged item based on the currency, amount and timing of their respective cash flows. The Company assesses whether the derivative designated in each hedging relationship is expected to be and has been effective in offsetting changes in the cash flows of the hedged item using the hypothetical derivative method.

The Company’s hedging policy only allows for effective hedge relationships to be established. The effective portion of hedge is taken to OCI while ineffective portion of hedge is recognised immediately to the Statement of Profit and Loss. The Company uses hypothetical derivative method to assess effectiveness. Ineffectiveness may arise if the timing of the forecast transaction changes from what was originally estimated, or if there are changes in the credit risk of company or the derivative counterparty.

 

Note 42 - Additional regulatory information required by schedule III

(i)    Details of benami property held

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

(ii)    Borrowing facility secured against current assets

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

(iii)    Wilful defaulter

The Company has never been declared wilful defaulter by any bank or financial institution or other lender.

(iv)    Relationship with struck off companies

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

(v)    Compliance with number of layers of companies

The company has complied with the number of layers prescribed under the Companies Act, 2013, read with the Companies (Restriction on number of Layers) Rules, 2017.

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

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

(vii)    The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entity, including foreign entities (“Intermediaries") with the understanding (whether recorded in writing or otherwise) that the Intermediaries shall, whether, directly or indirectly end or invest in other persons / entities identified in any manner whatsoever by or on behalf of the Company (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(viii)    Undisclosed income

There is no undisclosed income under the tax assessments under the Income Tax Act, 1961 which needs to be recorded in the books of account of the company.

(ix)    Details of crypto currency or virtual currency

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

(x)    Valuation of property, plant and equipment, intangible asset and investment property

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

Note 44 - Acquisition by Subsidiary

On October 27, 2023 the Company’s wholly owned subsidiary Inventurus Knowledge Solutions Inc acquired 100% of the issued share capital of Aquity Holdings Inc, a Company delivering clinical and financial results to healthcare provider clients through outsourced services. It delivers medical transcription, coding and scribe services. Aquity Holdings Inc has four subsidiaries namely Aquity Solutions LLC, Aquity Solutions India Private Ltd, Aquity Solutions Australia Pty Ltd and Aquity Cananda ULC. Aquity Holdings Inc was acquired for a total consideration of ^16,740.69 Million.

Note 45 - Audit Trail

The Company has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility that has operated during the year for all relevant transactions recorded in the software, except for certain information or data recorded in the software. Other than the aforesaid instances of audit trail not enabled/ maintained, the Company did not notice any instance of audit trail feature being tampered with. Further, the audit trail, to the extent maintained in the prior year has been preserved by the Company as per the statutory requirements for record retention.

Note 46

The Company had filed compounding applications with RBI dated 31^st July 2024 for (i) the issuance and allotment of partly-paid up equity shares to non-resident individuals, and (ii) non compliances with regards certain regulatory filings issuance of ESOPs to non resident employees for a foreign subsidiary. RBI, through the compounding orders dated January 20, 2025, January 27, 2025 and 4^th March 2025 adjudicated on the matter and has levied penalties of ^0.20 Million, ^0.07 Million and ^0.23 Million on the Company respectively. The Company has paid the said penalties and these matters are now closed.

Note 47

During the year ended March 31, 2025, the Company has completed its Initial Public Offer (IPO) of 18,795,510 equity shares of face value of ^1 each at and issue price of ^1,329 per share. The issue comprised of 100% offer for sale aggregating to ^24,979.23 Millions. Pursuant to the IPO, the equity shares of the Company got listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 19, 2024.