Updater Services Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

p. Provisions

Provisions are recognised when the Company
has a present obligation (legal or constructive)
as a result of a past event, it is probable that an
outflow of resources embodying economic benefits
will be required to settle the obligation and a
reliable estimate can be made of the amount of
the obligation. Expected future operating losses
are not provided for.

When the Company expects some or all of its
provision to be reimbursed, for example, under

an insurance contract, the reimbursement is
recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense
relating to a provision is presented in the statement
of profit and loss net of any reimbursement.

The amount recognised as a provision is the best
estimate of the consideration required to settle
present obligation at the end of reporting period,
taking into account the risk and uncertainty
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle
the present obligation, its carrying amount is the
present value of these cash flows (when the effect
of the time value of money is material). When some
or all of the economic benefits required to settle
a provision are expected to be recovered from a
third party, a receivable is recognised as an asset
if it is virtually certain that reimbursement will
be received and the amount of receivable can be
measured reliably.

q. Onerous contract

If the Company has a contract that is onerous, the
present obligation under the contract is recognised
and measured as a provision. However, before
a separate provision for an onerous contract
is established, the Company recognises any
impairment loss that has occurred on assets
dedicated to that contract.

An onerous contract is a contract under which
the unavoidable costs (i.e., the costs that the
Company cannot avoid because it has the contract)
of meeting the obligations under the contract
exceed the economic benefits expected to be
received under it. The unavoidable costs under
a contract reflect the least net cost of exiting
from the contract, which is the lower of the cost
of fulfilling it and any compensation or penalties
arising from failure to fulfil it. The cost of fulfilling
a contract comprises the costs that relate directly
to the contract (i.e., both incremental costs and
an allocation of costs directly related to contract
activities).

r. Contingent liabilities and Contingent
Assets

Contingent liability is disclosed for,

a) Possible obligation which will be confirmed
only by future events not wholly within the
control of the Company or

b) Present obligations arising from past events
where it is not probable that an outflow
of resources will be required to settle the
obligation or a reliable estimate of the
amount of the obligation cannot be made.
Contingent assets are not recognised in the
financial statements.

Contingent asset is not recognised in Standalone
financial statements since this may result in the
recognition of income that may never be realised.
However, when the realisation of income is virtually
certain, then the related asset is not a contingent
asset and is recognized. Contingent assets are
disclosed in the Financial Statements by way of
notes to accounts when an inflow of economic
benefits is probable.

s. Cash and cash equivalents

Cash and cash equivalent in the balance sheet
comprise cash on hand, balance with banks and
short-term deposits with an original maturity of
three months or less, that are readily convertible
to a known amount of cash and subject to an
insignificant risk of changes in value.

t. Borrowing cost

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. All
other borrowing costs are expensed in the period
in which they occur. 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.

u. Share-based payments

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

Equity-settled transactions

The cost of equity-settled transactions is determined
by the fair value at the date when the grant is made
using an appropriate valuation model. Further
details are given in Note 30.

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

Service and non-market performance conditions
are not taken into account when determining the
grant date fair value of awards, but the likelihood
of the conditions being met is assessed as part
of the Company''s best estimate of the number of
equity instruments that will ultimately vest. Market
performance conditions are reflected within the
grant date fair value. Any other conditions attached
to an award, but without an associated service
requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in
the fair value of an award and lead to an immediate
expensing of an award unless there are also service
and/or performance conditions.

No expense is recognised for awards that do not
ultimately vest because non-market performance
and/or service conditions have not been met.
Where awards include a market or non-vesting
condition, the transactions are treated as vested
irrespective of whether the market or non¬
vesting condition is satisfied, provided that all
other performance and/or service conditions are
satisfied.

When the terms of an equity-settled award are
modified, the minimum expense recognised is
the grant date fair value of the unmodified award,
provided the original vesting terms of the award
are met. An additional expense, measured as at
the date of modification, is recognised for any
modification that increases the total fair value of the
share-based payment transaction, or is otherwise
beneficial to the employee. Where an award is
cancelled by the entity or by the counterparty, any
remaining element of the fair value of the award is
expensed immediately through profit or loss. The
dilutive effect of outstanding options is reflected

as additional share dilution in the computation of
diluted earnings per share

v. Share capital

Incremental costs directly attributable to the issue
of equity shares are recognised as a deduction
from equity. Income tax relating to transaction
costs of an equity transaction is accounted for in
accordance with Ind AS 12.

w. Business combination

Business combinations involving entities or
businesses in which all the combining entities
or businesses are ultimately controlled by the
same party or parties both before and after the
business combination and where that control is
not transitory are accounted for as per the pooling
of interest method. The business combination
is accounted for as if the business combination
had occurred at the beginning of the earliest
comparative period presented or, if later, at the
date that common control was established; for
this purpose, comparatives are revised. The assets
and liabilities acquired are recognised at their
carrying amounts. The identity of the reserves is
preserved, and they appear in the consolidated
financial statements of the Company in the same
form in which they appeared in the financial
statements of the acquired entity. The difference,
if any, between the consideration and the amount
of share capital of the acquired entity is transferred
to capital reserve.

2.3 Standards issued but not yet
effective

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.
During the year ended March 31, 2025, MCA has
not notified any new standards or amendments to
the existing standards applicable to the Company.

4 Investments (continued)

Notes:

a) Athena BPO Private Limited (''Athena''): During
the year ended March 31, 2023, the Company
had acquired 57% equity ownership in Athena
at an investment of INR 1,437.74 million as
equity share capital. Athena is in the business
of providing business process outsourcing
(BPO) services to Banking, Financial Services
and Insurance companies. Investment recorded
included an amount of INR 272.15 million (March
31, 2024: INR 586.74 million) on account of
obligation to purchase future shares, recognised
pursuant to Shareholder''s Agreement between
the Company and the erstwhile promoters of
Athena. The obligation has been remeasured and
the corresponding fair value change has been
accounted in the Statement of profit and loss.
(Refer Note 19 and Note 24).

During the year ended March 31, 2025, the
Company has de-recognised investment towards
Tranche III and Tranche IV consideration payable
pursuant to buy-back of shares in Athena
aggregating to INR 123.70 million.

b) Denave India Private Limited (''Denave'')
- During the year ended March 31, 2022, the
Company had acquired 52% equity ownership in
Denave at an investment of INR 629.96 million as
equity share capital. Denave is primarily engaged
in the business of providing sales enablement
& other support and staffing services to various
industries. Investment recorded during the earlier
years included an amount of INR 123.20 million
of put option liability on account of option to
purchase additional shares in future pursuant to
Shareholder''s Agreement between the Company
and the erstwhile promoters of Denave.

As at March 31, 2023, the Company had an obligation
to buy additional 24% stake in Denave for Tranche
II as per the terms of the share purchase agreement
and addendums thereto entered with promoters of
Denave, and the Company had recorded additional
investment of INR 644.30 million during the year
ended March 31, 2023 towards Tranche II.

During the year ended March 31, 2024, the
Company had de-recognised investment towards
Tranche II consideration pursuant to buy-back
of shares in Denave and investment by another
subsidiary company, viz, Matrix Business Services

India Private Limited ("Matrix'') of INR 171.30
million and INR 250.00 million respectively. As at
March 31, 2024, the Company had an obligation
to buy the remaining stake in Denave as per the
terms of the share purchase agreement entered
with promoters of Denave. Consequently, the
Company had recorded additional investment of
INR 630.91 million during the year ended March
31, 2024 towards the Third and Final tranche.

The derivative option was remeasured and the
corresponding fair value charge by way of charge
of INR 43.30 million was recorded in the Statement
of Profit and loss for the year ended March 31,
2024 (also refer Note 6, Note 19 and Note 25).

c) During the year ended March 31, 2025, the
Company had recorded an investment of INR 2.65
million (March 31, 2024: INR 2.65 million) towards
commission for corporate guarantee of INR 265.00
million given by the Company to the bankers on
behalf of Global Flight Services Private Limited
("GFHSPL"). Also refer note 32.

d) During the earlier years, the Company
had performed an impairment assessment of
investments made and loans given to its subsidiary
company, viz, Wynwy Technologies Private
Limited (''Wynwy''), triggered due to Wynwy''s
continuing losses incurred and negative net
worth. Consequent to the same, a provision for
impairment towards the entire carrying value of
non-current investments and loans was recorded
in the standalone financial statements. In this
connection, the impairment loss allowance was INR
224.65 million as at March 31, 2024. Also refer
Note 5 and Note 23.

During the year ended March 31, 2025, the
Regional Director, Ministry of Corporate affairs
vide Order dated December 6, 2024 has approved
the Scheme of Amalgamation between Integrated
Technical Staffing and Solutions Private Limited
(''ITSS'') with Wywny. Pursuant to the aforesaid
merger of ITSS, a profit making entity, with Wynwy
and its future business plans, management carried
out a comprehensive impairment assessment
taking into consideration the revised projections
based on the requirements of Indian Accounting
Standards. Based on such assessment carried out,
management has recorded a reversal towards
provision for impairment loss recorded in the
earlier periods of INR 224.65 million for the
year ended March 31, 2025 and the same has

J

been disclosed as an ''exceptional item'' in these
standalone financial statements. Also refer note 5.

In carrying out this assessment, management
has determined the recoverable value of¹ such
investments based o is key assumpti ons as set out:
below:

UDS by the National Company Law Tribunal dated
May 8, 2025, the Company has accounted for the
effect of¹ amalgamation as pier the the pooling of
interest method under Ind AS 103 m the books
of the Company. Consequently, the Company lias
restated the comparative financial information from
the beginning of the preceding period (April 1,
2023) as per the requirements of Indian Accounting
Standards. Non-current investments of Stanworth
and Tangy amounting to INR 26.57 million and INR
1.00 million respectively have been cancelled to
give effect: to the aforesaid scheme. Also refer Note
36 for nhe effects of scheme og amalgamation.

(i) Fixed deposits under lien with various banks in respect of guarantees issued to third parties include INR 27.14 million as at March 31, 2025
(March 31, 2024: INR 16.77 million)

(ii) Balance includes an amount of INR 28.32 million as at March 31, 2025 (March 31, 2024: 170.63 million) held with ICICI Bank (Monitoring Agency
account and IPO Public issue account) as the IPO Public Issue Account.

(iii) Earmarked balances representing advances received from Government for a specified project of INR 0.04 million as at March 31, 2025 (March 31,
2024: INR 0.07 million). Such advances received are utilised only for the said project.

(iv) The balance of bank deposits (including interest accrued) mentioned above includes an amount of INR Nil as at March 31, 2025 (March 31, 2024:
10.10 million) held with various banks representing unutilised IPO proceeds.

(a) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.

(b) Capital Redemption Reserve

The Company has recognised Capital Redemption Reserve on buy-back of equity shares from its retained earnings. The amount in Capital Redemption Reserve is equal to the nominal amount
of the equity shares bought back. The Company can utilise in accordance with the provisions of the Companies Act, 2013.

(c) Share options outstanding account

The Company has established various equity-settled share-based payment plans for certain categories of employees of the Company. See Note 30 for further details on these plans.

(d) Retained earnings

Retained earnings represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. This reserve can be utilized for
distribution of dividend by the Company considering the requirements of the Companies Act, 2013.

(e) Amalgamation Adjustment Deficit Reserve

Excess balance of carrying value of investment in equity shares of Stanworth Management Private Limited (''SMPL'') over and above the face value of such shares held.

30 Share-based payments

(See accounting policy in Note 2.2 (t))

a) Employee Share-option Plan - 2019

On April 17, 2019, ''Updater Employee Stock Option Plan'' 2019 ("ESOP 2019") was approved by the Board ofDirectors and was also approved in the Extra-Ordinary General
Meeting of the members of the Company. The purpose of the ESOP 2019 is to reward the certain employees for their association, dedication and contribution to the goals of the
Company. The options issued under the plan has a term of 1-3 years as provided in the stock grant agreement and vest based on the terms of individual grants. When
exercisable, each option is convertible into one equity share.

Tranche I (A)

The Company has granted certain options during the previous year to the employees based on past performance of such employees and vesting condition being continued
employment with the Company as on date of vesting. (April 17, 2020)

Tranche I (B), II and III

The Company has granted certain options during the previous year with future performance of the Company as criteria which has been defined based on a matrix as per the
ESOP 2019 (for Tranche I (B), II and III). During the financial year 2021-22, the Company has modified the vesting conditions (other than market condition) stipulated with
respect to the options granted already pursuant to the Updater Employee Stock Option Plan 2019 [25-Sep-2020 & 25-Sep-2021] in a manner which is beneficial to employees.
The performance criteria stipulated in the grant letter issued to the employees was revised according to the actual performance achieved for the financial years 2019-20 and
2020-21 and consequently, the options granted to the eligible employees are vested with immediate effect. Accordingly, the ESOP reserve was created based on the revised
plan.

30 Share-based payments (continued)
b) (I) Employee Share-option Plan - 2022

The shareholders had approved two Employee Stock Option Schemes "Updater Employee Stock Option Plan 2022" and " Updater Employee Stock Option Plan 2022 -
Second" (“ESOP 2022” or “Plan”) on December 3, 2022, and March 4, 2023, respectively. The primary objective of the above two schemes is to reward certain employees of
Company and its subsidiaries for their association, dedication and contribution to the goals of the Company. Under the Scheme, 18,33,000 stock options were granted to the
said employees at an exercise price of INR 300 in multiple tranches. The options issued under the plan has a term of 1-4 years as provided in the stock options grant letter and
vest based on the terms of individual grants. When exercisable, each option is convertible into one equity share.

The Company has granted certain options during the year with future performance of the Company as criteria which has been defined based on a matrix as per the ESOP 2022
scheme. The performance criteria stipulated in the grant letter issued to the employees was based on pre determined EBITDA Target which will be communicated to employees
either in the March month of the previous financial year or at the beginning of the respective financial year. Also, the plan has a rollover to next financial year wherein catch
up opportunity of 1 more year is available in case the EBITDA Target is not achieved for a particular financial year. Further, management has considered future projections
and related estimates in determining the number of options expected to be vested and has accounted for the ESOP reserve accordingly.

The expense recognised (net of reversal) for share options during the year ended March 31, 2025 is INR 8.94 million [March 31, 2024 INR 36.07 million]. There are no
cancellations or modifications to the awards during the year ended March 31, 2025.

Terms and conditions of transactions with related parties:

The sales to and purchases from related party are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the period ended are
unsecured and interest free and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and
the market in which the related party operates.

34 Operating segments

(See accounting policy in Note 2.2 (l))

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and
expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available. All operating segments’ operating
results are reviewed regularly by the Company''s Managing Director (MD) to make decisions about resources to be allocated to the segments and assess their performance.

The Company is engaged in only one business i.e. facility management services. The entity’s chief operating decision maker considers the Company as a whole to make
decisions about resources to be allocated to the segment and assess its performance. Accordingly, the Company does not have multiple segments and these standalone financial
statements are reflective of the information required by the Ind AS 108 for facility management services.

Information in respect of geographical areas

The geographical information analyses the Company''s revenues by the Company''s country of domicile (i.e., India) and outside India. In presenting the geographical
information on segment revenue has been based on the geographical location of customers. The Company has only one geographical location based on location of assets and
hence the additional information relating to carrying amount of segment assets and cost to acquire tangible and intangible fixed assets based on location of assets has not been
disclosed.

35 Financial instruments - Fair values and risk management (continued)

A. Accounting classification and Fair values (continued)

There have been no transfers between the levels during the year ended March 31, 2025 and March 31, 2024.

Refer 2.2(h) to the standalone financial statements.

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following
three levels:

• Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from
prices).

• Level 3 - Inputs are not based on observable market data (unobservable inputs).

** The Company has used Projected EBITDA of subsidiaries, EBITDA multiples, scenario analysis, Risk free rate, market return as inputs and Monte carlo simulation method
for valuation of liability payable to erstwhile promoters of acquired subsidiaries.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments, which is addressed through measures set out below:

- credit risk (see (B)(ii));

- liquidity risk (see (B) (iii)); and

- market risk (see (B)(iv))

i. Risk management framework

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 regularly to
the Board of directors on its activities.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company’s risk
management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to
monitor such risks and compliance with the same. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s
activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all
employees understand their roles and obligations.

The Company''s audit committee oversees how management monitors 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.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of
both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and
creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The Company is exposed to credit risk
from Trade receivables, loans, cash and bank balances, and other financial assets.

35 Financial instruments - Fair values and risk management (continued)

ii. Credit risk (continued)

Trade receivables

In cases of customers where credit is allowed, the average credit period on such sale of services ranges from 1 to 90 days. The customer credit risk is managed by the
Company’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on the individual credit
limits are defined in accordance with this assessment and outstanding customer receivables are regularly monitored. The management believes that unimpaired amounts that
are past due are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss at the reporting dates
related to customers that have defaulted on their payments to the Company are not expected to be able to pay their outstanding dues, mainly due to economic circumstances.

Ind AS requires an entity to recognise in profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to
the amount that is required to be recognised in accordance with Ind AS 109. The Company assesses at each date of statements of financial position whether a financial asset
or a group of financial assets is impaired. Expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life
time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a age wise provision matrix which is prepared
considering the historical data for collection of receivables.

The concentration of credit risk is limited due to the customer base being large and unrelated. Further, the Company constantly evaluates the quality of trade receivable and
provides impairment loss on financial assets (trade receivables) based on expected credit loss model.

For movement of loss allowance in trade receivables, refer Note 9.

Cash and cash equivalents (including other bank balances)

The Company held cash and cash equivalents and margin money deposits with credit worthy banks and financial institutions as at the reporting dates which has been
measured on the 12-month expected loss basis. The credit worthiness of the banks and financial institutions are evaluated by the management on an ongoing basis and is
considered to be good with low credit risk.

Other financial assets

Other financial assets primarily consists of non-current bank deposits, security deposits, interest accrued on bank deposits and other receivables. The Company does not
expect any loss from non-performance by these counter-parties.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The objective ofliquidity risk management is to maintain
sufficient liquidity and ensure that funds are available to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company''s reputation. The Company monitors its risk of a shortage of funds on a regular basis. The Company’s objective is to maintain a balance
between continuity of funding and flexibility through the use of bank overdrafts.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the
management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, including contractual interest.

35 Financial instruments - Fair values and risk management (continued)

iv. Market risk

Market risk is the risk ofloss of future earnings or fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial
instrument may change as a result of changes in the foreign exchange rates, interest rates and other market changes that affect market risk sensitive instruments. Market risk is
attributable to all market risk sensitive financial instruments including foreign currency receivables and payables. The Company is exposed to market risk primarily related to
foreign exchange rate risk (currency risk). The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising returns.

(a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to
the risk of changes in foreign exchange rates relates primarily to the Company operating activities (when revenue or expense is denominated in a foreign currency). However
the net investment in subsidiaries are in Indian rupees, as a result there is no exposure to the risk of changes in foreign exchange rates. Consequently, the group does not uses
derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign currency exchange rates in respect of is forecasted cash
flows and trade receivables.

(c) Price risk

The Company is mainly exposed to the price risk due to its investment in mutual funds. The price risk arises due to uncertainties about the future market values of these
investments. As at March 31, 2025, the investments in mutual funds amounts to INR 351.44 million. As regards Company''s investments in unquoted equity investments, the
management contends that such investments do not expose the Company to price risks. In general, these securities are not held for trading purposes.

Sensitivity analysis:

For every 1% increase in price, profit before tax would be impacted by gain of approximately INR 3.51 million (March 31, 2024: INR Nil). Similarly, for every 1% decrease in
price there would be an equal and opposite impact on the profit before tax

36 Amalgamation

(See accounting policy in Note 2.2 (v))

a) Stanworth Management Private Limited (''SMPL'') was a private limited company engaged in the business of providing facility management services. Tangy Supplies &
Solutions Private Limited (''TSSPL'') was a private limited company engaged in the business of trading, dealing of housekeeping materials, equipments and stitching of
fabric materials. Both Stanworth and Tangy were wholly-owned subsidiaries of the Company as at March 31, 2024 and March 31, 2025.

b) The Board of Directors of Updater Services Limited (''UDS'' / ''Parent Company''), at its meeting held on May 20 2024, approved the scheme of amalgamation between
UDS, SMPL and TSSPL and their respective shareholders under Sections 230 to 233 of the Companies Act, 2013 (''Act''). During the year, the Regional Director had
rejected the Scheme vide Order dated December 17, 2024 as the Company did not meet the criteria set out in Section 233(1)(b) of the Act. Consequently, the Company
made an application for such amalgamation with the National Company Law Tribunal (''NCLT'') on January 11, 2025 and NCLT vide its Order dated May 8, 2025 has
approved the scheme of amalgamation. Also, refer note 42 to the standalone financial statements.

c) Pursuant to the above order dated May 8, 2025, SMPL and TSSPL (the "transferor companies") were merged with UDS with an appointed date of April 1, 2024.

d) The Amalgamation has been accounted under the ‘pooling of interest’ method as prescribed by Appendix C of Ind AS 103 “Business Combination”. Considering that the
merger is in the nature of a common control transaction, the standalone financial statements in respect of the prior periods have been restated from the beginning of the
previous year i.e., April 1, 2023 as per the requirements of Appendix C to Ind AS 103.

e) Consequent to the scheme of amalgamation, the authorized share capital of the transferor companies stood cancelled. Further, no shares were exchanged to effect the
amalgamation since the merger is that of the wholly-owned subsidiary with its Parent Company,

38 Code on wages, 2019 and Code on Social Security, 2020

The Parliament has approved the Code on Wages, 2019 and the Code on Social Security, 2020 which govern, and are likely to impact, the contributions by the Company
towards certain employee benefits. The government has released draft rules for these Codes and has invited suggestions from stakeholders which are under active
consideration by the concerned Ministry. The effective date of these Codes have not yet been notified and the Company will assess the impact of these codes as and when
they become effective and will provide for the appropriate impact in its standalone financial statements during the period in which, the Code becomes effective and the
related rules to determine the financial impact are published.

39 On March 11, 2025, the Company detected a cyber security incident when its Office 365 admin account was compromised, prompting immediate action by the management
to suspend the account, investigate the breach, and work with the service provider to restore it. The account was fully restored on March 18, 2025, with enhanced security
including password resets, multi-factor authentication, and increased monitoring. Management is of the view that the cyber incident neither has any financial impact on the
Company at present, nor expected to have any financial impact in the future.

40 Utilisation of IPO proceeds

During the year ended March 31, 2024, the Company had completed an Initial Public Offer ("IPO") by way of fresh issue of 13,333,333 equity shares of face value of INR 10
each and an offer for sale of 8,000,000 equity shares of face value of INR 10 each of the Company at an issue price of INR 300 per equity share aggregating to INR 6,400
million (comprising fresh issue of equity shares of INR 4,000 million and payable to selling shareholders towards offer for sale of INR 2,400 million). The Company allotted
13,333,333 fresh equity shares of INR 10 each at a premium of INR 290 per equity share on September 30, 2023. The total share premium arising on IPO amounting to INR
3,866.67 million had been accounted under securities premium reserve and the IPO related expenses amounting to INR 181.52 million, being Company''s share of total
estimated IPO expense had been adjusted against the premium amount as above. The equity shares ofthe Company were listed on National Stock Exchange ofIndia Limited
(NSE) and BSE Limited on October 4, 2023.

In this regard, the unutilised IPO fund balance has been carried forward for utilization in FY 2024-25 in accordance with applicable laws, based on approval obtained
from the Board of Directors.

Also refer note 11 and 12 to the standalone financial statements.

41 Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the
Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) The Company does not have any immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of
the lessee) whose title deeds are not held in the name of the Company.

(iii) 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.

(iv) The Company has not been declared as wilful defaulters by any bank or financial institution or government or any government authority.

(v) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.

(vi) The Company has the following balance/transactions with the below-mentioned companies struck off under section 248 of Companies Act, 2013 or section 560 of
Companies Act, 1956:

41 Other Statutory information (continued)

(ix) (a) During the year ended March 31, 2025, the Company advanced loans of INR 19.54 million to its subsidiary, Global Flight Handling Services Private Limited
(''GFHSPL'') (CIN U74900TN2014PTC097283) on various dates towards its working capital requirements. Subsequently, GFHSPL has further advanced loans
aggregating INR 19.54 million to its subsidiary Global Flight Handling Services (Pune) Private Limited respectively on various dates for the purpose of providing
funding to these step-down subsidiaries in connection with their pursuit of flight handling services business at the respective airports operated by these entities during
the year. The same has been used by Global Flight Handling Services Private Limited and towards its subsidiary, Global Flight Handling Services (Pune) Private
Limited for working capital requirements.

During the year ended March 31, 2024, the Company advanced loans of INR 111.14 million to its subsidiary, Global Flight Handling Services Private Limited
(''GFHSPL'') (CIN U74900TN20l4PTC097283) on various dates towards its working capital requirements. Subsequently, GFHSPL has further advanced loans
aggregating INR 27.03 million, INR 18.20 million, INR 11.41 million, INR 3.75 million, INR 20.13 million and INR 12.03 million to its subsidiaries namely, Global
Flight Handling Services (Pune) Private Limited, Global Flight Handling Services (Patna) Private Limited, Global Flight Handling Services (Raipur) Private Limited,
Global Flight Handling Services (Vizag) Private Limited and Global Flight Handling Services (Surat) Private Limited respectively on various dates for the purpose of
providing funding to these step-down subsidiaries in connection with their pursuit of flight handling services business at the respective airports operated by these
entities during the year. The balance amount of INR 36.79 million has been used by Global Flight Handling Services Private Limited towards its working capital
requirements.

(x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

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

(xi) The Company does not have any loans or advances in the nature of loans granted to promoters, directors, KMPs and the related parties either severally or jointly with
any other person, that are (a) repayable on demand or (b) without specifying any terms or period of repayment, except as referred to in Note 5.

(xii) The Company has not entered into 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).

(xiii) The Company has not traded or invested in crypto currency or virtual Currency during the year.

42 Events after reporting period

Pursuant to the Order dated May 8, 2025 by National Company Law Tribunal (''NCLT''), Stanworth Management Private Limited and Tangy Supplies & Solutions Private
Limited were merged with Updater Services Limited with an appointed date of April 1, 2024. Considering that the merger is in the nature of a common control transaction,
the financial statements in respect of the prior periods have been restated from the beginning of the previous year i.e., April 1, 2023 as per the requirements of Appendix C to
Ind AS 103.

for B S R & Co. LLP For and on behalf of Board of Directors

Chartered Accountants Updater Services Limited

Firm''s Registration No: 101248W/W-100022 CIN: L74140TN2003PLC051955

K Sudhakar Raghunandana Tangirala Amitabh Jaipuria

Partner Managing Director Director

Membership No: 214150 DIN: 00628914 DIN: 01864871

Place: Chennai Place: Chennai Place: Chennai

Date: May 24, 2025 Date: May 24, 2025 Date: May 24, 2025

Radha Ramanujan Sandhya Saravanan

Chief Financial Officer Company Secretary

Membership No: 66942

Place: Chennai Place: Chennai

Date: May 24, 2025 Date: May 24, 2025

---

Mar 31, 2024

a) Athena BPO Private Limited - During the year ended March 31, 2023, the Company had acquired 57% equity ownership in Athena BPO Private Limited (“Athena”) at an investment of I 1,437.74 Million as equity share capital. Athena is in the business of providing business process outsourcing (BPO) services to Banking, Financial Services and Insurance companies. Investment recorded during the year ended March 31, 2023 included an amount of I 586.74 million on account of obligation to purchase future shares, recognised pursuant to Shareholder''s Agreement between the Company and the erstwhile promoters of Athena. The obligation has been remeasured and the corresponding fair value change has been accounted in the Statement of profit and loss. (Refer Note 15 and Note 24).

b) Denave India Private Limited - During the year ended March 31, 2022, the Company had acquired 52% equity ownership in Denave India Private Limited (“Denave”) at an investment of I 629.96 million as equity share capital. Denave is primarily engaged in the business of providing sales enablement & other support and staffing services to various industries. Investment recorded during the previous year ended March 31, 2022 includes an amount of I 123.20 million of put option liability on account of option to purchase additional shares in future pursuant to Shareholder''s Agreement between the Company and the erstwhile promoters of Denave.

As at March 31, 2023, the Company had an obligation to buy additional 24% stake in Denave for Tranche II as per the terms of the share purchase agreement and addendums thereto entered with promoters of Denave, and the Company had recorded additional investment of I 644.30 million during the year ended March 31, 2023 towards Tranche II.

During the year ended March 31, 2024, the Company has de-recognised investment towards investment recorded for Tranche II consideration pursuant to buy-back of shares in Denave and investment by another subsidiary company, viz, Matrix Business Services India Private Limited (“Matrix'') of I 171.30 million and I 250.00 million respectively. As at March 31, 2024, the Company has an obligation to buy the remaining stake in Denave (such shares will be acquired subsequent to balance sheet date) as per the terms of the share purchase agreement entered with promoters of Denave. Accordingly, the Company has recorded additional investment of I 630.91 million during the year ended March 31, 2024 towards Third and Final tranche.

The derivative option has been remeasured and the corresponding fair value change by way of charge / (credit) of I 43.30 million [March 31, 2023: (145.78 million)] has been recorded in the Statement of Profit and loss during the respective years (also refer Note 6, Note 19 and Note 25).

c) Matrix Business Services India Private Limited (“Matrix”) - During the year ended March 31, 2020, the Company had acquired 75% equity ownership in Matrix by investing a total of I 391.50 Million as equity share capital. Matrix is primarily engaged in the business of providing assurance services, claims processing, including employee background verifications checks and product and process audits inter alia of warehouses, depots, distributors and distribution centres, retail points and outlets and franchisees. Investment recorded during the previous years included I 96.52 Million on account of obligation to purchase future share, recognised pursuant to Shareholder''s Agreement between the Company and the erstwhile promoters of Matrix. During the year ended March 31, 2022 the Company had acquired 12.5% Equity ownership in Matrix, out of total obligation of future purchase of shares.

During the year ended March 31, 2023, the Company had entered into an addendum agreement with erstwhile promoters for acquisition of remaining equity shares of Tranche III -52,276 equity shares, wherein the erstwhile promoters had participated in the buy-back offer extended by Matrix vide letter dated September 19, 2022 for 34,500 equity shares. Further, the Company had acquired 8,888 equity shares of Matrix by paying a consideration of I 43.87 million and for balance equity shares, the Company had allotted 134,988 equity shares of Updater Services Limited for consideration other than cash to the erstwhile promoters of Matrix aggregating to I 43.87 million by way of preferential allotment in lieu of acquisition of the balance 8,888 equity shares of Matrix.

d) Global Flight Services Private Limited (“”GFHSPL””): GFHSPL is engaged in the business of Flight Handling, Ground Handling and Facility Management Services including House Keeping, Manpower Recruitment, Security and Maintenance services for Airlines, Business and Industrial Undertakings. As at March 31, 2022, the Company had investments in 7,000 shares of GFHSPL aggregating to I 1.19 million (70.00% stake). During the year ended March 31, 2023, the Company had entered into an agreement with the erstwhile promoters of GFHSL to acquire further 1,325 Shares (13.25% stake) in Global Flight Handling Services Private Limited for I 29.81 million. As per the agreement, the Company has an obligation to acquire additional 875 shares which are subject to achievement of performance conditions specified in the agreement for FY 2025-26.

The Company had accounted an investment of I 2.65 million during the year ended March 31, 2024 (March 31, 2023: I 0.20 million) pursuant to corporate guarantee of I 265.00 million given by the Company to the bankers on behalf of GFHSPL. Also refer note 32.

e) The Company has been performing an impairment assessment of investments made and loans given to Wynwy Technologies Private Limited (‘Wynwy''), triggered due to Wynwy''s continuing losses incurred and negative net worth during the current and earlier years. Consequent to the same, a provision for impairment towards carrying value of investments and loans of I 224.65 million (March 31, 2023: I 158.45 million) has been recorded in the standalone financial statements. Also refer Note 5 and Note 23.

Information about the Company''s exposure to credit risk and market risk are disclosed in Note 35.

i) Refer Note 33 for balance recoverable from related parties

ii) The Company has not given any loans or advances to directors or KMPs.

iii) Information about the Company''s exposure to credit risk and market risk are disclosed in Note 35.

iv) The Company has provided loan to its subsidiaries, viz, Wynwy Technologies Private Limited (‘Wynwy'') and Global Flight Handling Services Private Limited carrying interest of 9.50% pa (March 31, 2023: 9.50% p.a.). As per the terms of agreement and addendums thereto, the schedule of repayment of loan commences from FY 2024-25.

v) Refer note 4(e) in relation to impairment of loans.

i) Information about the Company''s exposure to credit risk and market risk are disclosed in Note 35.

ii) Fixed deposits under lien with various banks in respect of guarantees issued to third parties include I 84.92 million as at March 31, 2024 (March 31, 2023 I 30.12 million)

iii) The balance of bank deposits mentioned above includes an amount of I 2,236.83 million as at March 31, 2024, (March, 2023: Nil) held with various banks representing unutilised IPO proceeds. Also refer Note 38.

iv) Refer Note 33 for balances outstanding with related parties.

*During the year ended March 31, 2023, the Company had incurred share issue expenses in connection with proposed public issue of equity shares amounting to I 59.92 million. In accordance with the Companies Act, 2013 (“the Act") and the terms of the offer agreement entered between the Company and the selling shareholders, the selling shareholders shall reimburse the share issue expenses in proportion to respective shares offered for the sale. Subsequently, the Company has recovered the expenses incurred in connection with the issue, on completion of Initial Public Offer (IPO). Also refer Note 38.

c) For the period of five years immediately preceding the date at which the Balance Sheet is prepared:

(i) During the year ended March 31, 2023, 134,988 equity shares were allotted as fully paid up pursuant to contract(s) without payment being received in cash.

(ii) The Company has not issued any bonus shares.

(ii) The Company has not bought-back any equity shares.

(i) Fixed deposits under lien with various banks in respect of guarantees issued to third parties include I 16.77 million as at March 31, 2024 (March 31, 2023: I 86.34 million)

(ii) Balance includes an amount of I 170.63 million as at March 31, 2024, (March, 2023: Nil) held with ICICI Bank (Monitoring Agency account and IPO Public issue account) as the IPO Public Issue Account.

(iii) Earmarked balances representing advances received from Government for a specified project of I 0.07 million as at March 31, 2024 (March, 2023: I 2.95 million). Such advances received are utilised only for the said project.

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(e) Shares reserved for issue under options:

For details of shares reserved for issue under the Share based payment plan of the Company, please refer Note 30.

(iv) The balance of bank deposits mentioned above includes an amount of I 10.10 million as at March 31, 2024, (March, 2023: Nil) held with various banks representing unutilised IPO proceeds.

(b) Terms / rights attached to equity shares:

The Company has only one class of equity share having a par value of I 10 per share. Each holder of equity shares is entitled to one vote per share. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. The Company declares dividend in Indian Rupees.

I n the event of liquidation of the Company or its subsidiaries, equity share holders will be entitled to receive remaining assets of the Company or its subsidiaries, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(c) Share options outstanding account

The Company has established various equity-settled share-based payment plans for certain categories of employees of the Company. See Note 30 for further details on these plans.

(d) Retained earnings

Retained earnings represents profits generated and retained by the Company post distribution of dividends to the equity shareholders in the respective years. This reserve can be utilised for distribution of dividend by the Company considering the requirements of the Companies Act, 2013.

Nature and purpose of reserves

(a) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.

(b) Capital Redemption Reserve

The Company has recognised Capital Redemption Reserve on buy-back of equity shares from its retained earnings. The amount in Capital Redemption Reserve is equal to nominal amount of the equity shares bought back. The Company can utilised in accordance with the provision of the Companies Act, 2013.

13.1 During the year ended March 31, 2023, the Company had taken a term loan facility with an interest rate ranging between 8.25% to 8.61% (March 31, 2023 7.15% to 8.25%) p.a., secured by way of charge on certain movable fixed assets of the Company and second charge on current assets of the Company. This facility is repayable by way of 48 equal monthly instalments. The aforesaid term loan has been pre-closed during the year.

13.2 The Company has taken cash credit having interest rate ranging from 6.00% to 11.25% p.a. (March 31, 2023: 6.00% to 24.00% p.a). These facilities are repayable on demand and are secured primarily by way of pari-passu first charge on the entire present and future current assets of the Company and collateral by way of pari-passu first charge on the entire present and future movable assets of the Company.

13.3 The Company has taken working capital loan from banks having interest rate ranging from 6.80 % to 11.85% p.a (March 31, 2023: 4.46% to 8.40% p.a). These facilities are repayable within 7 - 90 days and are secured primarily by way of pari-passu first charge on the present and future current assets of the Company and collateral by way of pari-passu first charge on the entire movable assets of the Company.

13.4 The Company has taken a short-term revolving loan with an interest rate of 8.75% p.a (March 31, 2023: 8.15% to 8.75% p.a). These facilities are repayable within 12 months and are secured primarily by way of first pari-passu charge over present and future current assets (Inventory and book debt) & first pari-passu charge on movable fixed assets (excluding those exclusively charged to term lenders of the borrower).

13.5 During the previous year, there was a breach in the financial covenants relating to term loan and working capital demand loan facilities availed by the Company from two banks as at March 31, 2023. The Company had obtained condonation from the respective banks subsequent to the financial year end for the breach of covenants applicable for the term loan and working capital demand loan obtained from the two banks, and hence there were no changes made to the classification of these loans for the year ended March 31, 2023.

13.6 The summary of differences noted in quarterly statements filed by the Company with banks are as follows:

a) The Company has submitted quarterly returns to the banks in respect of borrowings taken against the security of current assets. These quarterly returns are submitted for all quarters to HDFC Bank, Kotak Bank, ICICI Bank, Citi Bank, Standard Chartered Bank and DBS Bank. The quarterly returns were submitted to Bajaj Finance Limited for the quarters ended June 30, 2023, September 30, 2023 and December 31, 2023.

b) The Company reported the amounts on a provisional basis for the purpose of the said quarterly filing made to the banks and consequently accounting principles comprising of recognition, measurement and presentation criteria amongst others, in accordance with the requirements of Ind AS were not considered in quarterly returns / statements. Management is of the view that the Company has sufficient unutilised borrowing facilities as per the terms of arrangement with its lenders which is higher than the excess balance disclosed in the quarterly returns / statements as tabulated above.

c) The Company has subsequently made submission of revised returns to the aforesaid banks except Bajaj Finance Limited.

a) The Company has submitted quarterly returns to the banks in respect of borrowings taken against the security of current assets. These quarterly returns are submitted to HDFC Bank, ICICI Bank, SCB Bank, Citi Bank, DBS Bank and Kotak Mahindra Bank.

b) The discrepancy in respect of debtors, creditors, sales for the period, purchases for the period and borrowings for the period were attributable to the Company''s financial closure process being not fully completed at the time of filing quarterly statements and clerical errors at the time of filing returns with banks.

c) The Company has subsequent to year end, re-submitted the above statements to the respective banks in the month of July 2023.

(i) Trade payables are non-interest bearing and are normally settled on 30 to 60 day term.

(ii) For terms and conditions relating to related parties, refer Note 33.

(iii) These details have been provided based on the information available with the Company in respect of the registration status of its vendors/suppliers.

(iv) All trades payables are ‘current''.

(v) The Company''s exposure to credit, currency and liquidity risk related to trade payables is disclosed in Note 35.

Details of dues to micro enterprises and small enterprises

Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprises Development Act, 2006" (“MSMED Act, 2006") is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on request made by the Company.

Note: The Company has elected to exercise the option permitted under section 115BAA of The Income Tax Act,1961 as introduced by the taxation laws (Amendment) ordinance, 2019. Accordingly, the Company has recognised provision for income tax and deferred tax for the year basis the rate prescribed under that section.

27 Earnings per equity share

The calculation of basic EPS has been based on the following profit attributable to equity shareholders and weighted-average number of equity shares outstanding.

The calculation of diluted EPS has been based on the following profit attributable to equity shareholders and weighted-average number of equity shares outstanding after adjustment for the effects of all dilutive potential equity shares.

28 Disclosure pursuant to Ind AS 19 “Employee benefits”:(i) Defined contribution plan:

The Company''s provident fund is a defined contribution plan. An amount of I 1,182.55 million being contribution made to recognised provident fund is recognised as an expense for the year ended March 31, 2024 (March 31, 2023: I 1,151.32 million) and included under Employee benefits expense (Note 20) in the Statement of Profit and loss.

(ii) Defined benefit plans:

A. Gratuity (Regular)

The Company has a defined benefit gratuity plan (“Plan”) in India, governed by the Payment of Gratuity Act, 1972. The Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity payable on termination of his employment at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned.

The following table summarise the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the gratuity plan:

The overall expected rate of return on assets is determined based on market prices prevailing on that date, applicable to the period over which the obligation is to be settled. The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market. The Company expects to make contribution to the gratuity fund in the future based on the actuarial valuation report.

The average duration of the defined benefit obligation for the year ended March 31, 2024 is 3.1 years (March 31, 2023 is 2.9 years).

B. Gratuity (reimbursement from customers)

The Company has a defined benefit gratuity plan (“Plan”) in India, governed by the Payment of Gratuity Act, 1972. The Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity payable on termination of his employment at the rate of fifteen days wages for every completed year of service or part thereof in excess of six months, based on the rate of wages last drawn by the employee concerned. The Company has recognised gratuity liability and reimbursement right for its employees in accordance with Ind AS 19. The defined benefit plans typically expose the Company to actuarial risks such as interest rate risk and salary risk.

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period. The sensitivity analyses are based on a change in a significant assumption, keeping all other assumptions constant. The sensitivity analyses may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another.

29 Leases

(See accounting policy in Note 2.2 (i))

The Company has lease contracts for building used in its operations. Lease of building generally have lease terms between 2 - 7 years. The Company also has certain leases of building, machinery, furniture and fittings with lease term less than 12 months where it applies the ‘short-term lease'' and ‘lease of low-value assets'' recognition exemptions for these leases. Refer Note 25 for payment made towards short-term lease

The carrying amount of financial assets and financial liabilities in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that eventually be received or settled.

The maturity analysis of lease liabilities are disclosed in Note 35 (Financial risk management). The effective interest rate for lease liabilities is ranging between 7.50% to 9.00%, with maturity between 2023-2028.

Some property leases contain extension options exercisable by the Company up to one year before the end of the non-cancellable contract period. Where practicable, the Company seeks to include extension options in new leases to provide operational flexibility. The Company assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. The Company reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.

The Company had total cash outflows for leases of I 23.08 million for the year ended March 31, 2024 (I 7.64 million for the year ended March 31, 2023).

Company as a lessor

The Company has entered into short-term operating lease with a term of 11 months for leasing out certain assets included under Plant & machinery and Vehicles to be used in ground handling services at airports. Rental income recognised during the year March 31, 2023 is I 69.77 million (March 31, 2023 is I 54.08 million). Also refer Note 33.

30 Share-based payments

(See accounting policy in Note 2.2 (u))

a) Employee Share-option Plan - 2019

On April 17, 2019, ‘Updater Employee Stock Option Plan'' 2019 (“ESOP 2019”) was approved by the Board of Directors and was also approved in the Extra-Ordinary General Meeting of the members of the Company. The purpose of the ESOP 2019 is to reward the certain employees for their association, dedication and contribution to the goals of the Company. The options issued under the plan has a term of 1-3 years as provided in the stock grant agreement and vest based on the terms of individual grants. When exercisable, each option is convertible into one equity share.

The expense recognised (net of reversal) for share options during the year ended March 31, 2024 is I Nil (March 31, 2023: I Nil). There are no cancellations or modifications to the awards for the year ended March 31, 2023. The outstanding options as on March 31, 2023 has been exercised during the year ended March 31, 2024.

Tranche I (A)

The Company has granted certain options during the previous year to the employees based on past performance of such employees and vesting condition being continued employment with the Company as on date of vesting. (April 17, 2020)”

Tranche I (B), II and III

The Company has granted certain options during the previous year with future performance of the Company as criteria which has been defined based on a matrix as per the ESOP 2019 (for Tranche I (B), II and III). During the financial year 2021-22, the Company has modified the vesting conditions (other than market condition) stipulated with respect to the options granted already pursuant to the Updater Employee Stock Option Plan 2019 [25-Sep-2020 & 25-Sep-2021] in a manner which is beneficial to employees. The performance criteria stipulated in the grant letter issued to the employees was revised according to the actual performance achieved for the financial years 2019-20 and 2020-21 and consequently, the options granted to the eligible employees are vested with immediate effect. Accordingly, the ESOP reserve was created based on the revised plan.

The range of exercise prices for options outstanding at the end of the year was Nil (March 31, 2023: I 10 to I 111).

The weighted average remaining contractual life for the share options outstanding as at March 31, 2024 is Nil (March 31, 2023: Nil).

The exercise period for the options granted to employees under the plan was 5 years from the date of vesting or 30 days from the date of listing of Company''s shares in stock exchange whichever is later.

C. Fair value of options granted

The Black-Scholes valuation model has been used for computing the weighted average fair value considering following inputs:

Expected volatility has been based on an evaluation of the historical volatility of the Company''s share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.

As on the grant date, fair value of the option is I 83.71 and weighted average share price is I 93.

Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value.

b) (I) Employee Share-option Plan - 2022

The shareholders had approved two Employee Stock Option Schemes “Updater Employee Stock Option Plan 2022" and “ Updater Employee Stock Option Plan 2022 - Second" (“ESOP 2022" or “Plan") on December 3, 2022, and March 4, 2023, respectively. The primary objective of the above two schemes is to reward certain employees of Company and its subsidiaries for their association, dedication and contribution to the goals of the Company. Under the Scheme, 18,33,000 stock options were granted to the said employees at an exercise price of I 300 in multiple tranches. The options issued under the plan has a term of 1-4 years as provided in the stock options grant letter and vest based on the terms of individual grants. When exercisable, each option is convertible into one equity share.

The Company has granted certain options during the year with future performance of the Company as criteria which has been defined based on a matrix as per the ESOP 2022 scheme. The performance criteria stipulated in the grant letter issued to the employees was based on pre determined EBITDA Target which will be communicated to employees either in the March month of the previous financial year or at the beginning of the respective financial year. Also, the plan has a rollover to next financial year wherein catch up opportunity of 1 more year is available in case the EBITDA Target is not achieved for a particular financial year. Further, management has considered future projections and related estimates in determining the number of options expected to be vested and has accounted for the ESOP reserve accordingly.

The expense recognised (net of reversal) for share options during the year ended March 31, 2024 is I 35.60 million [March 31, 2023: I 3.10 million]. There are no cancellations or modifications to the awards during the year ended March 31 2024.

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.

The exercise period would commence from the date of vesting and will expire on completion of 2 (Two) years from the date of respective vesting or such other period as may be decided by the Nomination and Remuneration Committee, from time to time.

The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome.

The exercise period would commence from the date of vesting and will expire on completion of 2 (Two) years from the date of respective vesting or such other period as may be decided by the Nomination and Remuneration Committee, from time to time.

31 Capital management

For the purpose of the Company''s capital management, capital includes issued equity capital, share premium and all other equity reserves 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 and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents.

1. Income Tax

a) The Company had claimed a deduction u/s 80JJAA of the Income tax Act for Assessment Year 2019-20 amounting to I 445.30 million (tax impact of I 106.78 million), wherein the Company had filed a belated return of income on January 24, 2020 claiming the said deduction (due date for the Company being October 31, 2019). The Company had filed an application with Central Board of Direct Taxes [‘CBDT''] on January 30, 2020 to condone the delay in filing the return of income on the grounds that due to unavoidable circumstances there was a delay in finalization of audit and books of accounts leading to delay in filing of return of income. During the year ended March 31, 2022, the assessment u/s 143(3) of the Income-tax Act, 1961 was completed for the said AY disallowing the said claim of the Company on the grounds that the return of income was filed beyond the due date prescribed u/s 139(1) of the Income-tax Act, 1961. The Company had filed condonation request before the Central Board of Direct Taxes (CBDT). Subsequent to the balance sheet date, the Company has received an order in favour of the Company.

b) During the year ended March 31, 2023, the Company had received an order under section 263 of the Income-tax Act, 1961 for AY 2017-18. As per given order, there are certain adjustments relating to buy-back of shares which were added to the total taxable income amounting to I 1,420.19 million (tax demand of I 410.72 million). The Company had filed an appeal with Commissioner of Income Tax Appeals against the said order. Management is confident of a favourable outcome on this matter and hence no provision is considered necessary as on date.

2. The Gujarat Panchayats and Municipal Corporations has made claim against the Company for amount I 5.61 million in respect of professional tax. The Company has filed the appeal at Court of Professional Tax Officer and Taluka Development Officer at Sanand and deposited the said amount under Protest and presented same as Balance with Government Authority in the standalone financial statements.

Terms and conditions of transactions with related parties:

The sales to and purchases from related party are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the period ended are unsecured and interest free and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

34 Operating segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available. All operating segments'' operating results are reviewed regularly by the Company''s Managing Director (MD) to make decisions about resources to be allocated to the segments and assess their performance.

The Company is engaged in only one business i.e. facility management services. The entity''s chief operating decision maker considers the Company as a whole to make decisions about resources to be allocated to the segment and assess its performance. Accordingly, the Company does not have multiple segments and these standalone financial statements are reflective of the information required by the Ind AS 108 for facility management services.

Information in respect of geographical areas

The geographical information analyses the Company''s revenues by the Company''s country of domicile (i.e., India) and outside India. In presenting the geographical information on segment revenue has been based on the geographical location of customers. The Company has only one geographical location based on location of assets and hence the additional information relating to carrying amount of segment assets and cost to acquire tangible and intangible fixed assets based on location of assets has not been disclosed.

*The Company has not disclosed the fair values of these financial instruments because their carrying amounts are a reasonable approximation of fair value.

There have been no transfers between the levels during the year ended March 31, 2024 and March 31, 2023. Refer 2.2(h) to the standalone financial statements.

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels:

¦ Level 1 - Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

¦ Level 2 - Inputs are other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

¦ Level 3 - Inputs are not based on observable market data (unobservable inputs).

**The Company has used Projected EBITDA of subsidiaries, EBITDA multiples, scenario analysis, Risk free rate, market return as inputs and Monte Carlo simulation method for valuation of liability payable to erstwhile promoters of acquired subsidiaries.

B. Financial risk management

The Company has exposure to the following risks arising from financial instruments, which is addressed through measures set out below:

- credit risk (see (B)(ii));

- liquidity risk (see (B) (iii)); and

- market risk (see (B)(iv))

i. Risk management framework

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 regularly to the Board of directors on its activities.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company audit committee oversees how management monitors 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.

ii. Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The Company is exposed to credit risk from Trade receivables, loans, cash and bank balances, and other financial assets.

Trade receivables

In cases of customers where credit is allowed, the average credit period on such sale of services ranges from 1 to 90 days. The customer credit risk is managed by the Company''s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on the individual credit limits are defined in accordance with this assessment and outstanding customer receivables are regularly monitored. The management believes that unimpaired amounts that are past due are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk. The impairment loss at the reporting dates related to customers that have defaulted on their payments to the Company are not expected to be able to pay their outstanding dues, mainly due to economic circumstances.

Ind AS requires an entity to recognise in profit or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised in accordance with Ind AS 109. The Company assesses at each date of statements of financial position whether a financial asset or a group of financial assets is impaired. Expected credit losses are measured at an amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.

The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a age wise provision matrix which is prepared considering the historical data for collection of receivables.

The concentration of credit risk is limited due to the customer base being large and unrelated. Further, the Company constantly evaluates the quality of trade receivable and provides impairment loss on financial assets (trade receivables) based on expected credit loss model.

For movement of loss allowance in trade receivables, refer Note 9.

Cash and cash equivalents (including other bank balances)

The Company held cash and cash equivalents and margin money deposits with credit worthy banks and financial institutions as at the reporting dates which has been measured on the 12-month expected loss basis. The credit worthiness of the banks and financial institutions are evaluated by the management on an ongoing basis and is considered to be good with low credit risk.

Other financial assets

Other financial assets primarily consists of non-current bank deposits, security deposits, interest accrued on bank deposits and other receivables. The Company does not expect any loss from non-performance by these counter-parties.

iii. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. The Company monitors its risk of a shortage of funds on a regular basis. The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company''s short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

Sensitivity analysis

The following tables demonstrate the sensitivity to a reasonably possible change in USD exchange rates, with all other variables held constant. The impact on the Company''s profit before tax is due to changes in the fair value of monetary assets and liabilities including non-designated foreign currency derivatives and embedded derivatives.

The following table details the Company''s sensitivity to a 5% increase and decrease in the I against the relevant foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates a increase in profit or equity where the I strengthens 5% against the relevant currency. For a 5% weakening of the I against the relevant currency, there would be a comparable impact on the profit or equity and balance below would be negative.

iv. Market risk

Market risk is the risk of loss of future earnings or fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the foreign exchange rates, interest rates and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables. The Company is exposed to market risk primarily related to foreign exchange rate risk (currency risk). The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising returns.

(a) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company operating activities (when revenue or expense is denominated in a foreign currency). However the net investment in subsidiaries are in Indian rupees, as a result there is no exposure to the risk of changes in foreign exchange rates. Consequently, the group does not uses derivative financial instruments, such as foreign exchange forward contracts, to mitigate the risk of changes in foreign currency exchange rates in respect of is forecasted cash flows and trade receivables.

This is mainly attributable to the exposure of receivable and payable outstanding in the above mentioned currencies to the Company at the end of the reporting period.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Company''s financial instruments will fluctuate because of changes in market interest rate.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, with all other variables held constant, the Company''s profit before tax is affected through the impact on floating rate borrowings, as follows:

Note: Average invested funds in treasury instruments = Total Bank deposits as at beginning of respective year Total Bank deposits as at end of respective year) divided by 2

Reason for change more than 25% : The ratio has decreased from 17.42% for the year ended March 31, 2023 to 6.99% for the year ended March 31, 2024 primarily on account of net IPO proceeds which were un-utilised as at March 31, 2024 being temporarily invested in fixed deposits with banks. Also refer note 38.

37 Code on wages, 2019 and Code on Social Security, 2020

The Parliament has approved the Code on Wages, 2019 and the Code on Social Security, 2020 which govern, and are likely to impact, the contributions by the Company towards certain employee benefits. The government has released draft rules for these Codes and has invited suggestions from stakeholders which are under active consideration by the concerned Ministry. The effective date of these Codes have not yet been notified and the Company will assess the impact of these codes as and when they become effective and will provide for the appropriate impact in its standalone financial statements during the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

38 Utilisation of IPO proceeds

The Company has completed an Initial Public Offer (“IPO”) by way of fresh issue of 13,333,333 equity shares of face value of I 10 each and an offer for sale of 8,000,000 equity shares of face value of I 10 each of the Company at an issue price of I 300 per equity share aggregating to I 6,400 million (comprising fresh issue of equity shares of I 4,000 million and payable to selling shareholders towards offer for sale of I 2,400 million). The Company allotted 13,333,333 fresh equity shares of I 10 each at a premium of I 290 per equity share on September 30, 2023. The total share premium arising on IPO amounting to I 3,866.67 million had been accounted under securities premium reserve and the IPO related expenses amounting to I 181.52 million, being Company''s share of total estimated IPO expense had been adjusted against the premium amount as above. The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited on October 4, 2023. Details of utilisation of IPO proceeds are tabulated below:

“*includes I 700 million estimated for utilisation by FY 2023-24 as per the prospectus dated September 28, 2023

“includes I 250 million estimated for utilisation by FY 2023-24 as per the prospectus dated September 28, 2023

Net IPO proceeds which were un-utilised as at March 31, 2024 were temporarily invested in fixed deposits with banks, Monitoring Agency bank account and IPO Public issue account.

I n this regard, the unutilised IPO fund balance has been carried forward for utilisation in FY 2024-25 in accordance with applicable laws, based on approval obtained from the Board of Directors.

Also refer note 11 and 12 to the standalone financial statements.

39 Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(ii) The Company does not have any immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the Company.

(iii) 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.

(iv) The Company has not been declared as wilful defaulters by any bank or financial institution or government or any government authority.

(v) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period except in respect of charge created with State Bank of India of I 2.50 million which has not been satisfied as at March 31, 2024.

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

(viii) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year. Also refer Note 40.

(ix) (a) During the year ended March 31, 2024, the Company advanced loans of I 111.14 million to its subsidiary,

Global Flight Handling Services Private Limited (‘GFHSPL'') (CIN U74900TN2014PTC097283) on various dates towards its working capital requirements. Subsequently, GFHSPL has further advanced loans aggregating I 27.03 million, I 18.20 million, I 11.41 million, I 3.75 million, I 20.13 million and I 12.03 million to its subsidiaries namely, Global Flight Handling Services (Pune) Private Limited, Global Flight Handling Services (Patna) Private Limited, Global Flight Handling Services (Raipur) Private Limited, Global Flight Handling Services (Vizag) Private Limited and Global Flight Handling Services (Surat) Private Limited respectively on various dates for the purpose of providing funding to these step-down subsidiaries in connection with their pursuit of flight handling services business at the respective airports operated by these entities during the year. The balance amount of I 36.79 million has been used by Global Flight Handling Services Private Limited towards its working capital requirements.

The Company has complied with the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and the Companies Act, 2013 for the above transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).

During the year ended March 31, 2023, the Company advanced loans of I 111.14 million to its subsidiary, Global Flight Handling Services Private Limited (‘GFHSPL'') (CIN U74900TN2014PTC097283) on various dates towards its working capital requirements. Subsequently, GFHSPL had further advanced loans aggregating I 12.00 million, I 18.20 million, I 2.26 million, I 9.73 million and I 0.57 million to its subsidiaries namely, Global Flight Handling Services (Pune) Private Limited, Global Flight Handling Services (Patna) Private limited, Global Flight Handling Services (Raipur) Private Limited, Global Flight Handling Services (Vizag) Private Limited and Global Flight Handling Services (Surat) Private Limited respectively on various dates for the purpose of providing funding to these step-down subsidiaries in connection with their pursuit of flight handling services business at the respective airports operated by these entities during the previous year.

(x) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

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

(x) The Company does not have any loans or advances in the nature of loans granted to promoters, directors, KMPs and the related parties either severally or jointly with any other person, that are (a) repayable on demand or (b) without specifying any terms or period of repayment, except as referred to in Note 5.

(xi) The Company has not entered into 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).

(xii) The Company has not traded or invested in crypto currency or virtual Currency during the year.

40 Events after reporting period

(a) The Board of Directors of the Company in their meeting held on May 20, 2024, considered and approved the proposed scheme of amalgamation (Scheme'') of wholly-owned subsidiaries, viz, Stanworth Management Private Limited (‘Stanworth'') and Tangy Supplies & Solutions Private Limited (‘Tangy'') with Updater Services Limited with effect from April 1, 2024 (‘the appointed date'') under sections 230 to 233 of the Companies Act, 2013, and other applicable sections and provisions of the Companies Act, 2013 read together with the rules made thereunder. The aforesaid scheme is subject to the approval of shareholders and creditors of the respective companies, Stock Exchanges, National Company Law Tribunal and such other approvals as may be required.

(b) The Board of Directors of the Holding Company in their meeting held on May 20, 2024, considered and approved the proposed scheme of merger of two wholly-owned entities (Scheme'') wherein shares of Integrated Technical Staffing and Solutions Private Limited (‘ITSS'') will be swapped with that of Wynwy Technologies Private Limited (‘Wynwy'') consequent upon merger of the two entities with effect from June 1, 2024 (‘the appointed date''). The aforesaid scheme is subject to the approval of respective entities'' Board of Directors, Shareholders, Stock Exchanges, National Company Law Tribunal and such other approvals as may be required.

---

Mar 31, 2023

Provisions And Contigent Liabilty

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

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

Onerous Contract

If the Company has a contract that is onerous,
the present obligation under the contract is
recognised and measured as a provision. However,
before a separate provision for an onerous
contract is established, the Company recognises

any impairment loss that has occurred on assets
dedicated to that contract.

An onerous contract is a contract under which the
unavoidable costs (i.e. the costs that the Company
cannot avoid because it has the contract) of
meeting the obligations under the contract exceed
the economic benefits expected to be received
under it. The unavoidable costs under a contract
reflect the least net cost of exiting from the contract,
which is the lower of the cost of fulfilling it and any
compensation or penalties arising from failure to
fulfil it. The cost of fulfilling a contract comprises
the costs that relate directly to the contract (i.e.,
both incremental costs and an allocation of costs
directly related to contract activities).

If it is no longer probable that the unavoidable
costs of meeting the obligations under the contract
exceed the economic benefits expected to be
received under it, the provision shall be reversed

p) Contingent Liabilities and Contingent Assets

Contingent liability is disclosed for,

(i) Possible obligation which will be confirmed
only by future events not wholly within the
control of the Company or

(ii) Present obligations arising from past events
where it is not probable that an outflow
of resources will be required to settle the
obligation or a reliable estimate of the amount
of the obligation cannot be made. Contingent
assets are not recognised in the standalone
financial statements.

Contingent assets are disclosed in the Standalone
financial statements by way of notes to accounts
when an inflow of economic benefits is probable.

q) Cash and Cash Equivalents

Cash and cash equivalents in the Balance Sheet
comprise of cash at banks and on hand and short¬
term deposits with an original maturity of three
months or less, which are subject to an insignificant
risk of changes in value.

For the purpose of the statement of cash flows,
cash and cash equivalents consist of cash and
short-term deposits, as defined above. Bank
overdrafts are shown within borrowings in financial
liabilities in the balance sheet.

r) 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. All
other borrowing costs are expensed in the period
in which they occur. 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.

s) Share-based Payments

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

Equity-settled Transactions

The cost of equity-settled transactions is
determined by the fair value at the date when
the grant is made using an appropriate valuation
model. Further details are given in Note 39.

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

Service and non-market performance conditions
are not taken into account when determining the
grant date fair value of awards, but the likelihood
of the conditions being met is assessed as part
of the Company''s best estimate of the number of
equity instruments that will ultimately vest. Market
performance conditions are reflected within the
grant date fair value. Any other conditions attached
to an award, but without an associated service
requirement, are considered to be non-vesting
conditions. Non-vesting conditions are reflected in
the fair value of an award and lead to an immediate
expensing of an award unless there are also service
and/or performance conditions.

No expense is recognised for awards that do not
ultimately vest because non-market performance
and/or service conditions have not been met. Where
awards include a market or non-vesting condition,
the transactions are treated as vested irrespective
of whether the market or non-vesting condition
is satisfied, provided that all other performance
and/or service conditions are satisfied.

When the terms of an equity-settled award are
modified, the minimum expense recognised is
the grant date fair value of the unmodified award,
provided the original vesting terms of the award
are met. An additional expense, measured as at
the date of modification, is recognised for any
modification that increases the total fair value of the
share-based payment transaction, or is otherwise
beneficial to the employee. Where an award is
cancelled by the entity or by the counterparty, any
remaining element of the fair value of the award is
expensed immediately through profit or loss.

The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.

t) Foreign Currencies

Functional and Presentation Currency

Items included in the standalone financial
statements of the Company are measured using
the currency of the primary economic environment
in which the entity operates, i.e., the “functional
currency”. The standalone financial statements are
presented in Indian rupee (INR), which is functional
and presentation currency of the Company.

Transactions and Balances

Transactions in foreign currencies are initially
recorded by the Company at their respective
functional currency spot rates at the date the
transaction first qualifies for recognition.

Monetary assets and liabilities denominated in
foreign currencies are translated at the functional
currency spot rates of exchange at the reporting
date. Exchange differences arising on settlement
or translation of monetary items are recognised in
profit or loss.

Non-monetary items that are measured in terms of
historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial
transactions. Non-monetary items measured at fair
value in a foreign currency are translated using the
exchange rates at the date when the fair value is

determined. The gain or loss arising on translation
of non-monetary items measured at fair value is
treated in line with the recognition of the gain or
loss on the change in fair value of the item (i.e.,
translation differences on items whose fair value
gain or loss is recognised in OCI, or profit or
loss are also recognised in OCI or profit or loss,
respectively).

I n determining the spot exchange rate to use on
initial recognition of the related asset, expense
or income (or part of it) on the derecognition of
a non-monetary asset or non-monetary liability
relating to advance consideration, the date of the
transaction is the date on which the Company
initially recognises the non-monetary asset or
non-monetary liability arising from the advance
consideration. If there are multiple payments or
receipts in advance, the Company determines the
transaction date for each payment or receipt of
advance consideration.

u) Contingent Consideration

Any contingent consideration to be transferred
by the acquirer is recognised at fair value at
the acquisition date. Contingent consideration
classified as an asset or liability that is a financial
instrument and within the scope of Ind AS 109
Financial Instruments, is measured at fair value with
changes in fair value recognised in profit or loss
in accordance with Ind AS 109. If the contingent
consideration is not within the scope of Ind AS 109,
it is measured in accordance with the appropriate
Ind AS and shall be recognised in profit or loss.
Contingent consideration that is classified as
equity is not re-measured at subsequent reporting
dates and subsequent its settlement is accounted
for within equity.

v. Changes in Accounting Policies and Disclosures

The Ministry of Corporate Affairs has notified
Companies (Indian Accounting Standards)
Amendment Rules, 2023 dated 31 March 2022 to
amend the following Ind AS which are effective
from 1 April 2022.

i. Onerous Contracts - Costs of Fulfilling a
Contract - Amendments to Ind AS 37

The amendments to Ind AS 37 specify which
costs an entity needs to include when assessing
whether a contract is onerous or loss-making.
The amendments apply a “directly related
cost approach”. The costs that relate directly
to a contract to provide goods or services

include both incremental costs for example
direct labour and materials and an allocation
of other costs directly related to contract
activities for example an allocation of the
depreciation charge for an item of property,
plant and equipment used in fulfilling that
contract. General and administrative costs
do not relate directly to a contract and are
excluded unless they are explicitly chargeable
to the counterparty under the contract.

The amendments are effective for annual
reporting periods beginning on or after 1
April 2022. The Company has evaluated the
amendment and the impact is not expected to
be material.

ii. Reference to the Conceptual Framework -
Amendments to Ind AS 103

The amendments replaced the reference to
the ICAI''s “Framework for the Preparation
and Presentation of Financial Statements
under Indian Accounting Standards” with the
reference to the “Conceptual Framework for
Financial Reporting under Indian Accounting
Standard” without significantly changing its
requirements.

The amendments also added an exception
to the recognition principle of Ind AS 103
Business Combinations to avoid the issue of
potential ‘day 2'' gains or losses arising for
liabilities and contingent liabilities that would
be within the scope of Ind AS 37 Provisions,
Contingent Liabilities and Contingent Assets
or Appendix C, Levies, of Ind AS 37, if incurred
separately. The exception requires entities to
apply the criteria in Ind AS 37 or Appendix
C, Levies, of Ind AS 37, respectively, instead
of the Conceptual Framework, to determine
whether a present obligation exists at the
acquisition date.

The amendments also add a new paragraph to
IFRS 3 to clarify that contingent assets do not
qualify for recognition at the acquisition date.

These amendments had no impact on the
financial statements of the Company as
there were no contingent assets, liabilities or
contingent liabilities within the scope of these
amendments that arose during the period.

iii. Property, Plant and Equipment: Proceeds
Before Intended Use - Amendments to
Ind AS 16

The amendments modified paragraph 17(e)
of Ind AS 16 to clarify that excess of net sale
proceeds of items produced over the cost of
testing, if any, shall not be recognised in the
profit or loss but deducted from the directly
attributable costs considered as part of cost
of an item of property, plant, and equipment.

The amendments are effective for annual
reporting periods beginning on or after 1
April 2022. The amendments does not have a
material impact on the Company.

iv. Ind AS 109 Financial Instruments - Fees in
The ‘10 per cent’ Test for Derecognition of
Financial Liabilities

The amendment clarifies the fees that an
entity includes when assessing whether the
terms of a new or modified financial liability
are substantially different from the terms
of the original financial liability. These fees
include only those paid or received between
the borrower and the lender, including fees
paid or received by either the borrower or
lender on the other''s behalf.

The amendments are effective for annual
reporting periods beginning on or after 1
April 2022. The amendments does not have a
material impact on the Company.

v. Ind AS 41 Agriculture - Taxation in Fair Value
Measurements

The amendment removes the requirement in
paragraph 22 of Ind AS 41 that entities exclude
cash flows for taxation when measuring
the fair value of assets within the scope of
Ind AS 41.

The amendments are effective for annual
reporting periods beginning on or after 1 April
2022. The amendments had no impact on the
financial statements of the Company as it did
not have assets in scope of Ind AS 41 as at the
reporting date.