The following discussion is intended to convey the managements perspective on our financial condition and results of operations for the three months period ended June 30, 2025 and for Fiscals 2025, 2024 and 2023 and should be read in conjunction with Financial Information on page 272.
This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see Forward Looking Statements on page 37. Also see Risk Factors and Managements Discussion and Analysis of Financial Condition and Results of Operations - Principal Factors Affecting our Results of Operations and Financial Condition on pages 39 and 349, respectively, for a discussion of specific factors that may affect our business, financial condition or results of operations.
Our Companys Fiscal commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a particular Fiscal are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise requires, the financial information for the three months period ended June 30, 2025 and for Fiscals 2025, 2024 and 2023 included herein is derived from the Restated Consolidated Financial Information, included in this Red Herring Prospectus. For further information, see Financial Information on page 272.
Unless otherwise indicated, industry and market data used in this section has been derived from a report titled Report on the Global Assessment and Learning & Development Market dated October 24, 2025, prepared by Arizton Advisory and Intelligence ( Arizton Report ) which is exclusively prepared for the purpose of the Offer and commissioned for an agreed fee and paid for by our Company. The data included herein includes excerpts from the Arizton Report and may have been re-arranged by us for the purposes of presentation. The Arizton Report forms part of the material documents for inspection and will be available on the website of our Company at www.excelsoftcorp.com from the date of this Red Herring Prospectus until the Bid/Offer Closing Date. The Arizton Report was prepared on the basis of information as of specific dates and opinions in the Arizton Report may be based on estimates, projections, forecasts and assumptions that may be as of such dates. Arizton Advisory and Intelligence has prepared this study in an independent and objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing the Arizton Report based on the information obtained by it from sources which it considers reliable. For more information, see Risk Factors Specific sections of this Red Herring Prospectus disclose information from an industry report commissioned by us from Arizton Advisory and Intelligence, which is an independent third-party entity and is not related to the Company, its Promoters or Directors in any manner whatsoever. Any reliance on such information for making an investment decision in the Offer is subject to inherent risks. on page 78. Also see, Certain Conventions, Currency of Presentation, Use of Financial, Information and Market Data on page 34.
OVERVIEW
Our Company was incorporated as a private limited company under the provisions of the Companies Act, 1956 vide certificate of incorporation issued by Registrar of Companies, Bangalore at Karnataka ( RoC ) on June 12, 2000, at Mysore as Excelsoft Technologies Private Limited. Our business was started by our founders Late Prof. Manchukondanahalli Hiriyanna Dhananjaya, Dhananjaya Sudhanva, Sukanya Dhananjaya, and Lajwanti Sudhanva with an objective to be a global vertical SaaS company predominantly focused on the learning and assessment market and to make learning easy, accessible, personalised/adaptable, and modern. Presently, the promoters of our Company are Pedanta Technologies Private Limited, Dhananjaya Sudhanva, Lajwanti Sudhanva and Shruthi Sudhanva. Pursuant to a special resolution passed by our shareholders on July 22, 2024, our Company was converted to a public limited company and our name was changed to Excelsoft Technologies Limited. A fresh certificate of incorporation consequent to change of name was issued by the RoC on September 17, 2024.
Our Company is a global vertical SaaS company focused on the learning and assessment market. With over two decades of experience, we provide technology-based solutions across diverse learning and assessment segments through long-term contracts with enterprise clients worldwide. Our platforms are cloud-based with open and industry standards-compliant APIs, ensuring scalability across organizations and users. Security and performance are core to our product offerings.
Our financial performance has steadily and consistently grown during the immediately preceding 3 Fiscals commensurate with our operational and business growth. Set out below is a break up of our revenue from operations across our business segments:
(Amount in million)
| Business | For the three months period ended June 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||
| Segment | ||||||||
| Revenue from operations | As a % of total revenue from operations | Revenue from operations | As a % of total revenue from operations | Revenue from operations | As a % of total revenue from operations | Revenue from operations | As a % of total revenue from operations | |
| Assessment and Proctoring Solutions | 175.59 | 31.51 | 630.77 | 27.04 | 728.86 | 36.76 | 528.61 | 27.09 |
| Learning and Students Success Systems | 62.82 | 11.27 | 300.27 | 12.87 | 341.87 | 17.24 | 331.22 | 16.98 |
| Educational Technology Services | 286.74 | 51.46 | 1,271.04 | 54.48 | 850.57 | 42.89 | 994.68 | 50.98 |
| Learning Design and Content Services | 32.03 | 5.75 | 130.82 | 5.61 | 61.67 | 3.11 | 96.53 | 4.95 |
Our revenue is generated from the distribution of our products across various jurisdictions. The details of revenue distribution of products across various jurisdiction for the three months period ended June 30, 2025, and for, Fiscal 2025 Fiscal 2024, Fiscal 2023 are follows:
(Amount in million)
| S. No | Country | For the three months period ended June 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| 1. | North America | 338.18 | 1,414.97 | 1,090.98 | 1,234.66 |
| 2. | Europe & UK | 136.69 | 517.47 | 399.11 | 312.66 |
| 3. | India | 49.19 | 190.98 | 174.13 | 144.92 |
| 4. | Asia Other than India | 28.13 | 189.28 | 300.11 | 241.48 |
| 5. | Australia | 4.99 | 20.21 | 18.64 | 17.32 |
| Total | 557.18 | 2,332.91 | 1,982.97 | 1,951.04 |
Our focus is on assessment market through our AI based Assessment & Proctoring Solutions. Qualifications and certification bodies, awarding and credentialing bodies, admission tests councils, corporates & government entities use our Saras eAssessment platform and easyProctor remote proctoring product to deliver high-stakes examinations and tests to their end users. Certification agencies such as The Chartered Quality Institute uses the platform to create and deliver online certification exams. For Pearson Professional Assessments Limited, our Company provides a comprehensive assessment platform using which large scale online, high stakes assessments are delivered in organisations including Government Agencies and Universities. Qualifications agencies such as Training Qualifications UK (TQUK) and AQA Education and higher education agencies such as Colleges of Excellence (Saudi Arabia) as well as school assessment boards use the assessment platform to create a variety of examinations on the platform and deliver them online. This includes question creation, test construction, delivery, marking, report generation and smart analytics.
Our learning systems offerings encompass a suite of platforms & solutions that help publishers manage digital online learning solutions including subscription management, digital asset management and analytics. Our SARAS Learning Management Systems (LMS), EnablED is the Learning Experience Platform (LXP) and digital interactive book system, OpenPage, provide learning support for various academic institutions & corporations for training, learning & development requirements. Publishers such as Ascend Learning, LLC and Pearson Education Group use our learning platform to create learning programs and deliver them to end users in the academic sector. Excel Public School in India uses the learning platform and
LearnActiv K-12 Learning Solutions products. Further, our student success solution supports universities in student enrolment, academic planning & advising and career planning leading to successful educational outcomes. Brigham Young University - IDAHO uses our student success platform, CollegeSPARC. Our education technology services leverage our domain and technology expertise to help customers such as Pearson Education Group modernise their platforms while improving scalability, security, performance and accessibility. In addition, we constantly endeavour to provide comprehensive services associated with design & development of new platforms and products. Our learning design & content solutions contain a variety of content related services (authoring, editorial and content conversion). This is delivered by a team of professionals experienced in instructional design, learning experience design, content design and global content standards with thorough understanding of pedagogy and technology. Learning companies such as Surala net Co. Ltd. (Japan) use our services to develop large repository of digital content objects for the school education sector.
Our Company is driven by innovation and product engineering capabilities, enabling robust product development and customised solutions through our proprietary platform. This includes expertise in big data & analytics, Artificial Intelligence, Machine Learning, expertise in architecture, design and development automation and etc., which enables us to provide value added products and solutions. Our Company is an asset-light, scalable business model to achieve operational efficiency and profitability and is continuously innovating and have successfully developed AI-based products and services, including learning models that are pre-trained on vast amounts of data and powerful AI models trained on massive amounts of text data to understand and generate human-like text. They are designed for various natural language processing (NLP) tasks, including language generation, translation, and other content-related tasks. They are typically termed as Large Language Modules ( LLM ), that helps our products stand out in the digital assessments and proctoring space. Our Company is actively engaged in AI implementation in our products and services. It includes building LLMs (proprietary and hybrid), small LLMs that are device specific, and AI agents that provide intelligent User experience in both the Learning and Assessment products.
Key Performance Indicators
Set out below are some of our key financial and operational metrics which we use to analyse our business:
(in million except percentages and ratios)
| Key Performance Indicators | For the three months period ended June 30 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Financial KPIs | ||||
| Revenue from operations | 557.18 | 2,332.91 | 1,982.97 | 1,951.04 |
| Gross Profit | 307.79 | 1,438.61 | 1,142.11 | 1,191.82 |
| Gross Profit Margin (%) | 55.24 | 61.67 | 57.60 | 61.09 |
| EBITDA | 101.77 | 732.57 | 549.73 | 681.79 |
| EBITDA Margin (%) | 18.27 | 31.40 | 27.72 | 34.94 |
| PAT | 60.09 | 346.91 | 127.53 | 224.14 |
| PAT Margin (%) | 10.78 | 14.87 | 6.43 | 11.49 |
| Net Worth | 3,759.49 | 3,712.90 | 2,973.03 | 2,780.77 |
| Net Debt | 312.04 | 181.79 | 719.18 | 1,015.08 |
| Net Debt Equity Ratio | 0.08 | 0.05 | 0.24 | 0.37 |
| ROCE (%) | 2.10* | 16.11 | 7.59 | 11.03 |
| ROE (%) | 1.61* | 10.38 | 4.43 | 8.41 |
| Operational KPIs | ||||
| Number of clients (nos.) | 101 | 99 | 93 | 93 |
| Number of new client additions every year (nos.) | 6 | 17 | 15 | 10 |
| Average vintage of top 10 clients (in years) | 10.50 | 10.80 | 9.50 | 8.00 |
| Number of employees (nos.) | 1,118 | 1,116 | 1,080 | 1,046 |
* Not annualised
(1) Revenue from Operations means proceeds from sale of software and sale of services. (2) Gross Profit is revenue reduced by direct cost incurred on sale of services.
(3) Gross Profit Margin is calculated as Gross Profit divided by Revenue from Operations.
(4) EBITDA means profit before depreciation, finance cost, tax and amortization less other income.
(5) EBITDA Margin is calculated as EBITDA divided by Revenue from Operations.
(6) PAT is profit after tax after exceptional items.
(7) PAT Margin is calculated as PAT for the period/year divided by revenue from operations.
(8) Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written-off, as per the restated balance sheet, but does not include reserves created out of revaluation of assets, capital reserve arising on consolidation, capital redemption reserve, write-back of depreciation and amalgamation. (9) Net debt is calculated as long-term borrowings plus short-term borrowings less cash and cash equivalents and other bank balances (excluding fixed deposits). (10) Net Debt Equity Ratio is calculated as Total Debt divided by Total Equity. Total debt is the sum of total current & non-current borrowings; Total Equity means Net worth. (11) RoCE (in %)- RoCE (in %) defined as EBIT divided by average Capital Employed (Capital Employed is defined as total debt plus Net Worth as on the last date of the reporting period). (12) ROE (%) is calculated as PAT divided by average Net Worth. (13) Number of clients is the total clients served during the period/year. (14) Number of new client additions every year is the numbers of new clients served during the year. (15) Average vintage of top 10 clients (in years) is calculated as sum of the vintage of top 10 clients divided by 10.
(16) Number of employees is the total number of employees on the payroll of the Company as at the end of the period/year.
PRINCIPAL FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Our business, financial condition and results of operations have been, and are expected to be, influenced by numerous factors. A summary of the most important factors that have had, and that we expect will continue to have, a significant impact on our business, results of operations and financial condition is set out below:
Dependence on specific key customers for a significant portion of our revenues.
We derive a significant portion of our revenue from specific key customers. Accordingly, our future revenues will be dependent upon the successful continuation of our relationships with these customers or finding customers of similar size and scope. Our revenue from our top five, top ten and top twenty customers for the three months period ended June 30, 2025 and for Fiscal 2025, Fiscal 2024 and Fiscal 2023 are provided herein below:
(Amount in million)
| Customers | For the three months period ended June 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Top 5 | 405.25 | 1,542.48 | 1,180.38 | 1,195.33 |
| Top 10 | 473.63 | 1,786.44 | 1,430.87 | 1,455.60 |
| Top 20 | 548.77 | 2,086.58 | 1,731.73 | 1,724.60 |
| Percentage of total revenue (%) | ||||
| Customers | For the three months period ended June 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 |
| Top 5 | 72.73 | 66.12 | 59.53 | 61.27 |
| Top 10 | 85.00 | 76.58 | 72.16 | 74.61 |
| Top 20 | 98.49 | 89.44 | 87.33 | 88.39 |
Our dependence on these customers subjects us to various risks which may include, but are not limited to, reduction, delay or cancellation of orders from our key customers, failure to renew contracts with one or more of our key customers, failure to renegotiate favourable terms with our key customers or the loss of these customers entirely, all of which could have a material adverse effect on our business, financial condition, cash flows and results of operations.
Our ability to keep pace with technological changes and innovate our service offerings to address emerging business demands.
The Information Technology and SaaS industry is characterized by rapid technological changes, evolving industry standards, changing client preferences, and new service introductions that could result in technology obsolescence. Our industry is characterized by periodic technological changes, new equipment and methodologies. Our continued success depends on our ability to anticipate changing industry trends and identify, enhance our existing offerings or develop and market new value-added services that meet the business demands, to continually enhance our equipment and technologies in a timely and cost-effective manner.
As a part of our in-house research and development process we need to constantly develop and innovate our technology and process system to ensure that we carve out the most suitable products as required by our clients. Our Company is working towards finding innovative ways to adopt AI into our core processes and operations from development to deployment. AI-assisted code generation, review, and correction have increased our developers productivity across technologies. Our strategy towards growth is to ensure driving innovation at the point where emerging technologies intersect with educational opportunities, where we will seek to prototype and pilot alongside vertical SaaS research partners to create ground breaking products and services. This includes partnerships with highly reputed research oriented academic institutions across the globe to deliver innovative products.
Our ability to develop and implement up-to-date solutions utilizing new technologies that meet evolving customer needs in areas such as artificial intelligence and automation in a timely or cost-effective manner, will impact our ability to retain and attract customers. In the event that our Company is unable to anticipate and respond to the demand for new services and products driven by new technologies in a timely and cost-effective basis and to adapt to technological advancements and changing standards, we may be unable to compete effectively, which could adversely affect our business, financial condition and results of operations.
Ability to continue and maintain our relationship with the Pearson Education Group.
We derive a significant portion of our revenue from our client Pearson Education Group. Our revenue from Pearson Education Group accounted for 59.24%, 58.79%, 46.51% and 41.89% of our total revenue on a consolidated basis for the three months period ended June 30, 2025 and for Fiscal 2025, Fiscal 2024, Fiscal 2023 respectively. The loss of business from the Pearson Education Group for any reason (including due to failure to negotiate acceptable terms or due to potential disputes with customers) could have an adverse effect on our business, results of operations and financial condition.
Our business is subject to evolving laws regarding privacy, data protection and other related matters.
We and our customers are subject to laws and regulations that prescribe how we handle matters including privacy and data protection, content, intellectual property, data security, data retention and deletion, protection of personal information, electronic contracts and other communications. The regulatory framework for privacy and data protection worldwide is rapidly evolving and, as a result, implementation standards and enforcement practices are likely to continue to evolve for the foreseeable future which could have a significant impact on our current and planned privacy and data protection-related practices; our processing of personal information; and our current or planned business activities. The laws and regulations governing our businesses are evolving and may be amended, supplemented or changed from time to time. As a result, we may be required to seek for and follow additional procedures, modify or adjust specific activities, obtain new and additional licenses and incur additional expenses to comply with such laws and regulations. Further, any perceived or actual breach of laws, regulations and standards could result in investigations, regulatory inquiries, litigation, fines, injunctions, negative customer sentiment, impairment of our existing or planned solutions and services, or otherwise negatively impact our business.
Foreign currency fluctuations
We transact business in various currencies other than the Indian rupee and have significant customers abroad, which subject us to currency exchange risks as we export our services and receive sale proceeds in foreign currency and also have foreign Subsidiaries. Our reporting currency is in Indian rupees, and we transact a significant portion of our business in several other currencies, primarily the U.S. Dollar, the British Pound and the Singapore Dollar. Accordingly, changes in exchange rates may have a material adverse effect on our profitability and margins. A portion of our revenues and expenses are denominated in foreign currency and we face foreign exchange rate risk to the extent of our revenue, and expenses that are denominated in a currency other than the Indian Rupee. Volatility in foreign currency markets may make it difficult to hedge our foreign currency exposures effectively.
Expansion through inorganic/ strategic acquisitions
As part of our inorganic expansion strategy, we may explore opportunities for acquisition or collaborations, which can help us expand our presence. We intend to leverage the expertise of our Promoters and management to assess growth opportunities. Our management and our board as a part of our strategy are evaluating options and avenues of strategic opportunities, identify suitable targets for the purpose of any possible opportunities for strategic acquisitions and collaborations for the purpose of enhancing our footprint, profitability and market cap, identify potential acquisition targets in complementary businesses or emerging markets to accelerate growth. We also seek to pursue such opportunities, amongst other things to expand our portfolio of service offerings and also to boost our technology capabilities. We expect to benefit as a whole from such possible opportunities for strategic acquisitions and collaborations that may arise. However, acquiring new businesses entails substantial effort, additional expenses, and significant management time. The success of our growth strategy and our ability to efficiently manage expanded operations will directly influence our business prospects, financial condition, and operational results.
BASIS FOR PREPARATION AND MEASUREMENT OF RESTATED FINANCIAL STATEMENTS
The Restated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) specified under Companies (Indian Accounting Standards) Rules, 2015 (as amended) prescribed by Section 133 of the
Companies Act, 2013 (the Act) and other recognised accounting principles and policies generally accepted in India, including the requirements of the Act, these Restated financial statements are presented only for the limited purpose of preparation of restated financial statements of the Company for aforementioned periods for their inclusion in the draft red herring prospectus (DRHP), red herring prospectus (RHP) and Prospectus (Prospectus collectively with DRHP and RHP referred to as Offer Documents) to be prepared by the Company for filing with the Securities Exchange
Board of India (SEBI), BSE Limited, National Stock Exchange of India Limited, the Registrar of Companies, Karnataka in connection with its proposed Initial Public Offer (IPO) in terms of the requirements of:
(d) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended and any rules issued thereunder (the
Act)
(e) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended from time to time (the SEBI ICDR Regulations); and
(f) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI), as amended from time to time (the Guidance Note).
The Restated financial statements have been compiled by the management from the audited special purpose interim consolidated financial statements of the Group as at and for the three months ended June 30, 2025 and the audited consolidated financial statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with the Indian Accounting Standards (Ind AS), prescribed under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 and the other accounting principles generally accepted in India
(the Consolidated Ind AS Financial Statements), which have been approved by the Board of Directors at their meetings held on August 11, 2025, June 11, 2025, July 29, 2024, and September 02, 2023 respectively.
The Restated financial statements of the Company have been prepared in accordance with Indian Accounting Standards (IND AS) notified under the Companies (India Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standard) (Amendment) Rules,2016. The Company has prepared these financial statements to comply in all material respects with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018 (the SEBI regulations) and the Guidance note on Reports in Company prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (ICAI), as amended from time to time.
The Restated financial statements:
(b) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the three months period ended June 30, 2025 and financial years ended March 31, 2025, 2024 and 2023 to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the three months period ended June 30, 2025; and
(b) do not require any adjustment for modification as there is no modification in the underlying audit reports.
6. Basis of consolidation
Excelsoft consolidates the subsidiaries, which it controls or owns. The restated Consolidated Financial Statement comprises the restated financial statement of the Group and its subsidiaries. Control exists when the parent has power over the entity, is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns by using its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant activities, those which significantly affect the entitys returns. Subsidiaries are consolidated from the date control commences until the date control ceases.
The restated financial statements of the Group companies are consolidated on a line-by-line basis and intra-group balances and transactions including unrealized gain / loss from such transactions are eliminated upon consolidation. These restated financial statements are prepared by applying uniform accounting policies in use at the Group. Non-controlling interests which represent part of the net profit or loss and net assets of subsidiaries that are not, directly or indirectly, owned or controlled by the Group, are excluded.
Business combination acquisition of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in the business combination is measured at the fair value on the acquisition date of equity shares of the acquire and the consideration is settled by cash to the former owners of the acquire. Acquisition related costs are recognised in the restated consolidated statement of profit and loss. Goodwill arising on acquisition is recognised as an asset and measured at cost, being the excess of the consideration transferred in the business combination over the Groups interest in the net fair value of the identifiable assets acquired, liabilities assumed and contingent liabilities recognised, as applicable. Where the fair value of the identifiable assets and liabilities exceed the cost of acquisition, after re-assessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve on consolidation. The interest of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interests proportionate share of the fair value of the acquirees identifiable net assets.
The choice of measurement basis is made on an acquisition-by acquisition basis. Subsequent to acquisition, the carrying value of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests share of subsequent changes in equity. Total comprehensive income is attributed to non-controlling interests even if it results in the non-controlling interests having a deficit balance. Once control has been achieved, any subsequent acquisitions where the Group does not originally hold hundred percent interest in a subsidiary are treated as an acquisition of shares from non-controlling shareholders. The identifiable net assets are not subject to further fair value adjustments and the difference between the cost of acquisition of the non-controlling interest and the net book value of the additional interest acquired is adjusted in equity.
Statement showing percentage holding of the Company in its Subsidiaries:
| Sl. | Name of the | Three months period ended 30th June 2025 | FY 2024-25 | FY 2023-24 | FY 2022-23 | ||||
| No. | Subsidiary | No. of Shares | % holding | No. of Shares | % holding | No. of Shares | % holding | No. of Shares | % holding |
| 1 | Excelsoft Technologies Inc, USA | 1,600 | 100% | 1,600 | 100% | 1,600 | 100% | 1,600 | 100% |
| 2 | Excelsoft Technologies Pte Ltd, Singapore | 2,70,000 | 100% | 2,70,000 | 100% | 2,70,000 | 100% | 2,70,000 | 100% |
| 3 | Excelsoft Technologies Limited, UK (formerly known as Meteor Online Learning Limited, UK) | 11,51,907 | 100% | 11,51,907 | 100% | 11,51,907 | 100% | 11,51,907 | 100% |
| 4 | Freedom to Learn Limited, UK | NIL | 20 | 100% | 20 | 100% | 20 | 100% | |
| 5 | Enhanzed Education Private Limited, India | 5,55,556 | 100% | 5,55,556 | 100% | NIL | |||
7. Use of estimates and judgements
The preparation of restated financial statements in conformity with generally accepted accounting principles requires management of the Group to make estimates and assumptions that affect certain reported balances of assets and liabilities, disclosures relating to the contingent liabilities as at the date of the restated financial statements and reported amounts of income and expense during the year. Accordingly, future results could differ due to changes in these estimates and the difference between the actual result and the estimate are recognized in the period in which the results are known / materialize. Accounting estimates could change from period to period. Appropriate change in the estimates are made as the management becomes aware of the changes in the circumstance surrounding the estimates. Changes in the estimates are reflected in the restated financial statements in the period in which the changes are made.
The Group uses the following critical accounting estimates in preparation of its restated consolidated financial statements:
h. Revenue recognition
The Group uses the percentage-of-completion method in accounting for other fixed-price contracts. Use of the percentage-of-completion method requires the Group to determine the actual efforts or costs expended to date as a proportion of the estimated total efforts or costs to be incurred. Efforts or costs expended have been used to measure progress towards completion as there is a direct relationship between input and productivity. The estimation of total efforts or costs involves significant judgment and is assessed throughout the period of the contract to reflect any changes based on the latest available information.
i. Provision for income tax and deferred tax assets
The Group uses estimates and judgements based on the relevant rulings in the areas of allocation of revenue, costs, allowances and disallowances which is exercised while determining the provision for income tax, including amount expected to be paid or recovered for uncertain tax positions. A deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilised. Accordingly, the Group exercises its judgement to reassess the carrying amount of deferred tax assets at the end of each reporting period.
j. Property, plant and equipment
The Group reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.
k. Other intangible assets
The Group amortizes intangible assets on a straight-line basis over estimated useful lives of the assets. The useful life is estimated based on a number of factors including the effects of obsolescence, demand, competition and other economic factors such as the stability of the industry and known technological advances and the level of maintenance expenditures required to obtain the expected future cash flows from the assets. The estimated useful life is reviewed at least annually.
l. Leases
The Group evaluates if an arrangement qualifies to be a lease as per the requirements of the Ind AS 116. Identification of lease requires significant judgment. The Group uses the significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.
m. Employee benefits
The accounting of employee defined benefit plans requires the Group to use assumptions. These assumptions have been explained under employee benefits note.
n. Provisions and contingent liabilities
The Group estimates the provisions that have present obligations as a result of past events and it is probable that outflow of resources will be required to settle the obligations. These provisions are reviewed at the end of each reporting date and are adjusted to reflect the current best estimates.
The Group uses significant judgement to disclose contingent liabilities. Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Group or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made. Contingent assets are neither recognised nor disclosed in the restated financial statements.
8. Significant accounting policies
i. Revenue recognition
The Group derives revenues primarily from IT services comprising licensing of learning and assessment software products and platforms, software development and related services and maintenance, licensing the educational learning material copy rights and content services. Contracts with customers are either on a time-and-material, unit-of-work, fixed-price or on a fixed-timeframe basis.
Revenue is recognized upon transfer of control of promised products or services (performance obligations) to customers in an amount that reflects the consideration the Group has received or expects to receive in exchange for these products or services (transaction price). When there is uncertainty as to collectability, revenue recognition is postponed until such uncertainty is resolved.
Revenue from licenses where the customer obtains a right to use the licenses is recognized at the time the license is made available to the customer. Revenue from licenses where the customer obtains a right to access is recognized over the access period.
Revenue on time-and-material and unit-of-work-based contracts, are recognized on output basis measured by units delivered, efforts expended, number of transactions processed etc.
Revenue related to fixed-price maintenance and support revenue is recognized rateably on a straight-line basis when services are performed through an indefinite number of repetitive acts over a specified period or the Group is standing ready to provide the services.
Revenue from other fixed-price, fixed-timeframe contracts, where the performance obligations are satisfied over time is recognized using the percentage-of-completion method of accounting with contract cost incurred determining the degree of completion of the performance obligation. Efforts or costs expended are used to determine progress towards completion as there is a direct relationship between input and productivity. Progress towards completion is measured as the ratio of costs or efforts incurred to date (representing work performed) to the estimated total costs or efforts.
Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, service level credits, price concession and incentives, if any, as specified in the contract with the customer. The Group assesses the services promised in a contract and identifies distinct performance obligations in the contract and allocates the transaction price to each distinct performance obligation based on the relative standalone selling price.
The billing schedules agreed with customers include periodic performance-based billing and / or milestone-based progress billings. Revenues in excess of billing are classified as unbilled revenue while billing in excess of revenues are classified as contract liabilities (which we refer to as unearned revenues).
In accordance with Ind-AS 37, the Group recognise an onerous contract provision when the unavoidable costs of meeting the obligations under a contract exceed the economic benefits to be received.
The incremental costs of obtaining a contract (i.e., costs that would not have been incurred if the contract had not been obtained) are recognized as an asset if the Group expects to recover them. Any capitalized contract costs are amortized, with the expense recognized as the Group transfers the related goods or services to the customer. The Group presents revenues net of indirect taxes in its restated consolidated Statement of Profit and Loss.
The Group disaggregates revenue from contracts with customers by geography and business verticals.
j. Property, plant and equipment
Property, plant and equipment are measured at cost of acquisition or construction less accumulated depreciation and impairment losses, if any. The cost of an item of property, plant and equipment comprises its purchase price, including import duties and other non-refundable taxes or levies and any directly attributable cost of bringing the asset to its working condition for its intended use and any trade discounts and rebates are deducted in arriving at the purchase price. If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.
Capital work-in-progress are measured at cost less accumulated impairment losses, if any.
Depreciation on property, plant and equipment is provided on pro-rata basis using the Straight-Line method based on the useful life specified in the Schedule II to the Companies Act, 2013.
Subsequent expenditure related to Property, plant and equipment is capitalized only when it is probable that future economic benefits associated with these will flow to the Group and the cost of item can be measured reliably. Other repairs and maintenance costs are recognized in the restated Statement of Profit & Loss while incurred.
The Group doesnt have any Benami Property under the Benami Transactions (Prohibition Act), 1988.
k. Intangible assets
Intangible assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized over their respective individual estimated useful lives on a straight-line basis, from the date that they are available for use. The estimated useful life of an identifiable intangible asset is based on a number of factors including the effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry and known technological advances). Amortization methods and useful lives are reviewed periodically including at each financial year end.
The estimated useful life of amortizable intangibles is reviewed and where appropriate are adjusted, annually. The estimated useful lives of the amortizable intangible assets for the current and comparative periods are considered as (Customer-related software products) 10 years. (Comparative periods 10 years)
Research costs are expensed as incurred. Software product development costs are expensed as incurred unless technical and commercial feasibility of the project is demonstrated, future economic benefits are probable, the Group has an intention and ability to complete and use or sell the software, and the costs can be measured reliably. The costs which can be capitalized include the cost of material, direct labour and overhead costs that are directly attributable to preparing the asset for its intended use.
Intangible assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If such assets are considered to be impaired, the impairment to be recognized in the restated Statement of Profit and Loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset.
l. Impairment
iii. Financial assets
The Group applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, trade receivables, unbilled receivables, contract assets and other financial assets. Expected credit loss is the difference between the contractual cash flows and the cash flows that the entity expects to receive, discounted using the effective interest rate. Loss allowances for trade receivables, unbilled receivables and contract assets are measured at an amount equal to lifetime expected credit loss. Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument. Lifetime expected credit loss is computed based on a provision matrix which takes in to account risk profiling of customers and historical credit loss experience adjusted for forward looking information.
iv. Non-financial assets
The Group assesses long-lived assets such as property, plant and equipment, right-of-use assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. If any such indication exists, the Group estimates the recoverable amount of the asset or group of assets, The recoverable amount of an asset or cash generating unit (CGU) is the higher of its fair value less cost of disposal (FVLCD) and its value-in-use (VIU). The VIU of long-lived assets is calculated using projected future cash flows. FVLCD of a cash generating unit (CGU) is computed using turnover and earnings multiples. If the recoverable amount of the asset or the recoverable amount of the cash generating unit (CGU) to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the restated consolidated statement of profit and loss. If at the reporting date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the impairment losses previously recognized are reversed such that the asset is recognized at its recoverable amount but not exceeding written down value which would have been reported if the impairment losses had not been recognized initially. An impairment in respect of goodwill is not reversed.
m. Leases
The Group evaluates each contract or arrangement, whether it qualifies as lease as defined under Ind AS 116.
The Group recognises the right-of-use assets and lease liability at the commencement date of the lease. The right of use asset is initially measured at cost, which comprises of present value of future lease rent payments adjusted for any payments made at or before commencement date, any initial direct cost incurred and estimate of cost to dismantle or remove an underlying asset or to restore an asset less any lease incentives received. The lease liability is initially measured at present value of lease payments that is not paid at commencement date discounted at implicit rate mentioned in lease or incremental borrowing rate. The generally uses incremental borrowing rate as discount rate. The right of use asset is depreciated using the straight-line method from the commencement date of the lease over useful life of right to use asset.
Subsequently, the right-of-use assets is measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment.
The Group applies Ind AS 36 to determine whether a RoU asset is impaired and accounts for any identified impairment loss as described in the impairment of non-financial assets above.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made.
The Group recognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, The Group recognizes any remaining amount of the re-measurement in restated statement of profit and loss.
Lease liability payments are classified as cash used in financing activities in the restated statement of cash flows.
The Group as a lessor
Leases under which the Group is a lessor are classified as a finance or operating lease. Lease contracts where all the risks and rewards are substantially transferred to the lessee, are classified as a finance lease. All other leases are classified as operating lease.
For leases under which the Group is an intermediate lessor, the Group accounts for the head-lease and the sub-lease as two separate contracts. The sub-lease is further classified either as a finance lease or an operating lease by reference to the RoU asset arising from the head-lease.
n. Earnings per share
Basic earnings per share is computed using the weighted average number of equity shares outstanding during the period adjusted for treasury shares held. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options, except where the results would be anti-dilutive.
The number of equity shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented for any splits and bonus shares issues including for change effected prior to the approval of the restated financial statements by the Board of Directors.
o. Functional and presentation currency
These restated Group financial statements are presented in Indian rupees (INR in million), which is the functional currency of the Group.
p. Foreign currency transactions and translation
iv. Functional and presentation currency
Items included in the restated financial statements of each of the Groups entities are measured using the currency of the primary economic environment in which these entities operate (i.e., the functional currency). These restated consolidated financial statements are presented in Indian rupees, which is the functional currency of the Group.
v. Transactions and balances
Transactions in foreign currency are translated into the functional currencies using the exchange rates prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from translation at the exchange rates prevailing at the reporting date of monetary assets and liabilities denominated in foreign currencies are recognized in the restated statement of profit and loss and reported within foreign exchange gains/(losses), net, within results of operating activities. Gains/(losses), net, relating to translation or settlement of borrowings denominated in foreign currency are reported within finance costs. Non-monetary assets and liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.
vi. Foreign operations
For the purpose of presenting restated financial statements, the assets and liabilities of the Groups foreign operations that have a functional currency other than Indian rupees are translated into Indian rupees using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and held in foreign currency translation reserve (FCTR), a component of equity. When a foreign operation is disposed of, the relevant amount recognized in FCTR is transferred to the restated statement of profit and loss as part of the profit or loss on disposal.
Financial assets and liabilities
H) Initial Recognition
Financial assets and liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability.
I) Subsequent measurement
iv) Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it held within a business model whose objectives is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates cash flows that are solely payment of principals and interest on the principal amount outstanding.
v) Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both contractual cash flows and selling financial asset and the contractual terms of the financial asset give rise on specified dates cash flows that are solely payment of principals and interest on the principal amount outstanding.
vi) Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
However, in cases where the Group has made an irrevocable election for particular investment in equity instrument that would otherwise be measured at fair value through profit or loss (FVTPL), the subsequent changes in fair value are measured in other comprehensive income.
J) Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent consideration recognised in business combination which is subsequently measured at fair value through profit or loss (FVTPL). For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.
K) Derecognition of financial assets and liabilities
The Group derecognises a financial asset when the contractual rights to the cash flow from the financial asset expires or it transfers the financial asset and the transfer qualifies for derecognition under Ind-AS 109. A financial liability (or a part of financial liability) is derecognised when the obligation specified in the contract is discharged or cancelled or expires.
L) Cash and cash equivalents
The Groups cash and cash equivalents consist of cash on hand and in banks and demand deposits with banks, which can be withdrawn at any time, without prior notice or penalty on the principal.
For the purposes of the restated cash flow statement, cash and cash equivalents include cash on hand, in banks and demand deposits with banks are considered part of the Groups cash management system. In the balance sheet, bank overdrafts are presented under borrowings within current liabilities.
M) Other financial assets
Other financial assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are presented as current assets, except for those maturing later than 12 months after the reporting date which are presented as non-current assets. These are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method, less any impairment losses. These comprise trade receivables, unbilled receivables, employee and other advances and eligible current and non-current assets.
N) Trade payables and other payables
Trade payables and other payables are initially recognized at fair value, and subsequently carried at amortized cost using the effective interest method. For these financial instruments, the carrying amounts approximate fair value due to the short-term maturity of these instruments.
ii. Employee benefits
v. Short term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries and wages are recognised in the period in which the employee renders the related service. A liability is recognised for the amount expected to be paid when there is a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. vi.Provident fund
Eligible employees of the Group receive benefits from a provident fund, which is a defined benefit plan. Both the eligible employee and the Group make monthly contributions to the provident fund plan equal to a specified percentage of the covered employees salary. The monthly contributions are made to the government administered provident and pension fund. The rate at which the annual interest is payable to the beneficiaries is being administered by the government and the same is paid by the provident and pension fund.
vii.Gratuity
The Group provides for gratuity, a defined benefit retirement plan (the Gratuity Plan) covering eligible employees of the Group. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment with the Group.
Liabilities with regard to the Gratuity Plan are determined by actuarial valuation, performed by an independent actuary, at each Balance Sheet date using the projected unit credit method. The Group recognizes the net obligation of a defined benefit plan in its Balance Sheet as an asset or liability. Gains and losses through remeasurements of the net defined benefit liability are recognized in other comprehensive income and are not reclassified to profit or loss in subsequent periods. The effect of any plan amendments is recognized in the restated Statement of Profit and Loss.
viii.Compensated absences
The Group has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the Balance Sheet date. Expense on non accumulating compensated absences is recognized in the period in which the absences occur.
o. Employee stock option
In respect of stock options granted pursuant to the Groups Employee Stock Option Scheme, the Group recognise employee compensation expense, using the grant date fair value in accordance with Ind-As 102 Share Based payment, on straight line basis over the period over which the employees would become unconditionally entitled to apply for the shares.
p. Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, considering the risks and uncertainties surrounding the obligation.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Group from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract.
q. Income tax
Income tax comprises current tax and deferred tax. Income tax expense is recognized in the restated statement of profit and loss except to the extent it relates items directly recognized in equity or in other comprehensive income.
iii.Current income tax
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities based on the taxable income for the period. The tax rates and tax laws used to compute the current tax amounts are those that are enacted or substantively enacted as at the reporting date and applicable for the period. While determining the tax provisions, the Group assesses whether each uncertain tax position is to be considered separately or together with one or more uncertain tax positions depending the nature and circumstances of each uncertain tax position. The Group offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and liability simultaneously.
iv.Deferred income tax
Deferred income tax is recognized using the balance sheet approach. Deferred income tax assets and liabilities are recognized for deductible and taxable temporary differences arising between the tax base of assets and liabilities and their carrying amount in these restated financial statements, except when the deferred income tax arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither accounting nor taxable profits or loss at the time of the transaction. Deferred income tax assets are recognized to the extent it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilized. Deferred income tax liabilities are recognized for all taxable temporary differences except in respect of taxable temporary differences associated with investments in subsidiaries, associates and foreign branches where the timing of the reversal of the temporary difference can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. The Group offsets deferred income tax assets and liabilities, where it has a legally enforceable right to offset current tax assets against current tax liabilities, and they relate to taxes levied by the same taxation authority on either the same taxable entity, or on different taxable entities where there is an intention to settle the current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
r. Finance costs
Finance costs comprise interest cost on borrowings and lease liabilities, gain or losses arising on re-measurement of financial assets at FVTPL, gains/ (losses) on translation or settlement of foreign currency borrowings and changes in fair value and gains/ (losses) on settlement of related derivative instruments. Borrowing costs that are not directly attributable to a qualifying asset are recognized in the restated statement of profit and loss using the effective interest method.
s. Cash flow statement
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash from operating, investing and financing activities of the Group are segregated.
Reconciliation of Restated Profit for the period/ year to EBITDA and EBITDA Margin
The following table sets forth our EBITDA, EBITDA Margin, including a reconciliation of EBITDA and EBITDA Margin to our restated profit for the period/ year, for the mentioned time periods.
( in million, except percentages )
| Particulars | For the three months period ended June 30, | Fiscals | ||
| 2025 | 2025 | 2024 | 2023 | |
| Profit for the period/ year (I) | 60.09 | 346.91 | 127.53 | 224.14 |
| Finance costs (II) | 9.18 | 45.70 | 100.65 | 135.07 |
| Depreciation and amortisation expense | 60.31 | 246.51 | 289.93 | 273.58 |
| (III) | ||||
| Total tax expense (IV) | 17.77 | 248.54 | 55.61 | 77.69 |
| Exceptional Income (net) (V) | - | - | - | - |
| Other Income (VI) | 45.58 | 155.09 | 23.99 | 28.69 |
| EBITDA (VII = I+II+III+IV+V-VI) | 101.77 | 732.57 | 549.73 | 681.79 |
| Revenue from Operations (VIII) | 557.18 | 2,332.91 | 1,982.97 | 1,951.04 |
| EBITDA Margin (%) (IX) = (VII/VIII) | 18.27 | 31.40 | 27.72 | 34.94 |
Reconciliation of Total Equity to Capital Employed, Restated Profit for the period/ year to EBIT and Return on Capital Employed
The table below reconciles total equity to capital employed. Capital employed is calculated as total equity plus total borrowings while EBIT is calculated as restated profit for the period/ year plus total tax expense plus finance costs. Return on Capital Employed is calculated as EBIT as a percentage of capital employed. ( in million, except percentages )
| For the three months period ended June 30, 2025 | Fiscals | |||
| Particulars | 2025 | 2024 | 2023 | |
| Total equity (I) | 3,759.49 | 3,712.90 | 2,973.03 | 2,780.77 |
| Non-current borrowings (II) | - | - | 488.14 | 635.30 |
| Current borrowings (III) | 378.16 | 265.89 | 279.11 | 545.62 |
| Total Capital employed (IV) = I+II+III | 4,137.65 | 3,978.79 | 3,740.28 | 3,961.69 |
| With Exceptional Items | ||||
| Profit for the period/ year (V) | 60.09 | 346.91 | 127.53 | 224.14 |
| Total tax expense (VI) | 17.77 | 248.54 | 55.61 | 77.69 |
| Finance costs (VII) | 9.18 | 45.70 | 100.65 | 135.07 |
| Earnings before interest and tax | 87.04 | 641.15 | 283.79 | 436.90 |
| (EBIT) (VIII = V + VI + VII) | ||||
| Return on Capital Employed (%) (IX | 2.10* | 16.11 | 7.59 | 11.03 |
| = VIII/ IV) | ||||
| Without Exceptional Items | ||||
| Profit for the period/ year (X) | 60.09 | 346.91 | 127.53 | 224.14 |
| Total tax expense (XI) | 17.77 | 248.54 | 55.61 | 77.69 |
| Finance costs (XII) | 9.18 | 45.70 | 100.65 | 135.06 |
| Earnings before interest and tax | 87.04 | 641.15 | 283.79 | 436.90 |
| (EBIT) (XIII = X + XI + XII) | ||||
| Return on Capital Employed (%) (XIV | 2.10* | 16.11 | 7.59 | 11.03 |
| = XIII/ IV) | ||||
| * Not annualised |
Reconciliation of Total Equity to Return on Equity
The table below reconciles total equity to return on equity. Return on equity is calculated as restated profit for the period/ year as a percentage of total equity:
( in million, except percentages )
| Particulars | For the three months period ended June 30, | Fiscals | ||
| 2025 | 2025 | 2024 | 2023 | |
| Total equity (I) | 3,759.49 | 3,712.90 | 2,973.03 | 2,780.77 |
| Profit for the period/ year (II) | 60.09 | 346.91 | 127.53 | 224.14 |
| Add (Less): Exceptional Income(net) | - | - | 0.00 | 0.00 |
| Profit for the period/year (III) | 60.09 | 346.91 | 127.53 | 224.14 |
| Return on Equity (%) (IV) = (III/I)** | 1.60* | 9.34 | 4.29 | 8.06 |
* Not annualised
**Our Restated ROE decreased from 8.06% in Fiscal 2023 to 4.29% in Fiscal 2024.
Reconciliation of Revenue from Operations to Gross Fixed Assets Turnover Ratio
The table below reconciles revenue from operations to gross fixed assets turnover ratio.
( in million, except percentages )
| Particulars | For the three months period ended June 30, | Fiscal | ||
| 2025 | 2025 | 2024 | 2023 | |
| Revenue from Operations (I) | 557.18 | 2,332.91 | 1,982.97 | 1,951.04 |
| Property, plant and equipment (II) | 183.18 | 336.55 | 479.74 | 449.63 |
| Intangible Assets Under Development (III) | 18.13 | - | 0.00 | 65.04 |
| Right of use assets (IV) | 133.79 | 1,280.66 | 2,423.74 | 2,372.27 |
| Other intangible assets (V) | 2,196.23 | 2,207.47 | 2,151.95 | 1,965.78 |
| Total Gross Fixed Assets (VI = II + III + IV + V) | 2,531.33 | 3,824.68 | 5,055.43 | 4,852.72 |
| Gross Fixed Assets Turnover Ratio (in times) (VII = I/VI) | 0.22 | 0.61 | 0.39 | 0.40 |
Note: Gross Fixed Assets is an average of opening and closing Fixed Assets
Reconciliation for Net Debt, Net Debt to EBITDA and Net Debt to Total Equity
The table below reconciles total borrowings to net debt and net debt to EBITDA. Net Debt is calculated as total of non-current borrowings and current borrowings minus total of cash and cash equivalents: ( in million, except percentages )
| Particulars | For the three months period ended June 30, | Fiscals | ||
| 2025 | 2025 | 2024 | 2023 | |
| Non-current borrowings (I) | - | - | 488.14 | 635.30 |
| Current borrowings (II) | 378.16 | 265.89 | 279.11 | 545.62 |
| Cash and cash equivalents (III) | 66.12 | 84.10 | 48.07 | 165.84 |
| Net Debt (IV) = I + II III | 312.04 | 181.79 | 719.18 | 1,015.08 |
| EBITDA (V) | 101.77 | 732.57 | 549.73 | 681.79 |
| Net Debt to EBITDA (in times) (VI) = (IV/V) | 3.07* | 0.25 | 1.31 | 1.49 |
| Total equity (VII) | 3,759.49 | 3,712.90 | 2,973.03 | 2,780.77 |
| Net Debt to Total Equity (in times) = (IV/VII) | 0.08 | 0.05 | 0.24 | 0.37 |
* Not annualised
Reconciliation for Restated Profit for the period/ year to Profit After Tax Margin (PAT Margin)
The table below reconciles restated profit for the period/ year to PAT Margin:
( in million, except percentages )
| Particulars | For the three months period ended June 30, | Fiscals | ||
| 2025 | 2025 | 2024 | 2023 | |
| Profit for the period/ year (I) | 60.09 | 346.91 | 127.53 | 224.14 |
| Add/ (Less) Exceptional Items (net) | 0.00 | 0.00 | 0.00 | 0.00 |
| Profit for the period/year after exceptional items (II) | 60.09 | 346.91 | 127.53 | 224.14 |
| Basic & Diluted Earnings Per Share (EPS) ( )** | 0.60* | 3.47 | 1.27 | 2.24 |
| Revenue from Operations (III) | 557.18 | 2,332.91 | 1,982.97 | 1,951.04 |
| PAT Margin (%) after exceptional items (IV = II/III) | 10.78 | 14.87 | 6.43 | 11.49 |
| PAT Margin (%) before exceptional items (IV = I/III) | 10.78 | 14.87 | 6.43 | 11.49 |
* Not annualised
**Our Restated EPS reduced by 43.30% from 2.24 in Fiscal 2023 to 1.27 in Fiscal 2024
PRINCIPAL COMPONENTS OF OUR INCOME AND EXPENDITURE
Following descriptions set forth information with respect to key components of our income statement.
Revenue
Revenue from operations
Revenue from operations comprises of revenue earned through contracts with customers income from-
Sale of services; and
Sale of software products.
Other income
Other income primarily comprises of interest income on bank deposits; rental income; miscellaneous income; profit on sale of fixed assets; gain on sale/ redemption of mutual funds (net); gain or loss - lease termination and exchange gain.
The following table sets out the break-up of revenue from operations and other income, each as a percentage of total income from operations for the periods indicated:
| Particulars | For the three months period ended June 30, 2025 | Fiscals | ||||||
| 2025 | 2024 | 2023 | ||||||
| ( in million) | % of Total Income | ( in million) | % of Total Income | ( in million) | % of Total Income | ( in million) | % of Total Income | |
| Revenue from operations | ||||||||
| Sale of services | 280.65 | 46.56 | 1,299.23 | 52.22 | 909.80 | 45.33 | 1,091.21 | 55.12 |
| Sale of software products | 276.53 | 45.88 | 1,033.68 | 41.55 | 1,073.17 | 53.47 | 859.83 | 43.43 |
| Total Revenue from Operations | 557.18 | 92.44 | 2,332.91 | 93.77 | 1,982.97 | 98.80 | 1,951.04 | 98.55 |
| Other Income | ||||||||
| Interest income | 43.20 | 7.17 | 141.73 | 5.70 | 17.48 | 0.87 | 19.77 | 1.00 |
| Rental income | - | - | 1.05 | 0.04 | 6.23 | 0.31 | 6.41 | 0.32 |
| Miscellaneous income | 0.21 | 0.03 | 0.93 | 0.04 | 0.28 | 0.01 | 2.24 | 0.11 |
| Particulars | For the three months period ended June 30, 2025 | Fiscals | ||||||
| 2025 | 2024 | 2023 | ||||||
| ( in million) | % of Total Income | ( in million) | % of Total Income | ( in million) | % of Total Income | ( in million) | % of Total Income | |
| fixed assets Gain on sale/ redemption of mutual funds (net) | - | - | - | - | - | - | 0.23 | 0.01 |
| Exchange gain | 2.17 | 0.36 | - | - | - | - | - | - |
| Gain or Loss - | - | - | 10.97 | 0.44 | - | - | - | - |
| Lease | ||||||||
| Termination | ||||||||
| Total Other Income | 45.58 | 7.56 | 155.09 | 6.23 | 23.99 | 1.20 | 28.69 | 1.45 |
| Total Income | 602.76 | 100.00 | 2,488.00 | 100.00 | 2,006.96 | 100 | 1,979.73 | 100 |
Expenses
Our expenses primarily comprise of employee benefit expenses, finance costs, depreciation and amortization expense and other expenses.
Employee benefit expenses
Employee benefit expenses primarily comprises of salaries, wages and bonus; share based payments to employees; contribution to provident and other funds; staff welfare expenses and gratuity expenses.
Finance costs
Finance costs primarily comprises of interest expenses and Exchange loss (attributable to finance costs).
Depreciation and amortisation expenses
Depreciation and amortisation expenses comprises of depreciation on property, plant and equipment, amortization of intangible assets and depreciation on right of use assets.
Other expenses
Other expenses comprise primarily of software development and license charges; service rendered by business associates and others; Information and communication expenses; rent; legal and professional fees, Payment to auditors; maintenance and upkeep; business promotion expenses; insurance; CSR, etc
RESULTS OF OPERATIONS
The following table sets forth select financial data from our restated statement of profit and loss for the three months period ended June 30, 2025 Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of total income for such period/years:
| Particulars | For the period ended June 30, 2025 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | ||||
| ( in million) | % of Total Income | ( in million) | % of Total Income | ( in million) | % of Total Income | ( in million) | % of Total Income | |
| Income | ||||||||
| Revenue from operations | 557.18 | 92.44 | 2,332.91 | 93.77 | 1,982.97 | 98.80 | 1,951.04 | 98.55 |
| Other income | 45.58 | 7.56 | 155.09 | 6.23 | 23.99 | 1.20 | 28.69 | 1.45 |
| Total Income | 602.76 | 100.00 | 2,488.00 | 100.00 | 2,006.96 | 100.00 | 1,979.73 | 100.00 |
| Expenses | ||||||||
| Employee benefits expense | 339.29 | 56.29 | 1,197.17 | 48.12 | 1,082.14 | 53.92 | 930.13 | 46.98 |
| Finance Cost | 9.18 | 1.52 | 45.70 | 1.84 | 100.65 | 5.02 | 135.07 | 6.82 |
| Depreciation and amortisation expenses | 60.31 | 10.01 | 246.51 | 9.91 | 289.93 | 14.45 | 273.58 | 13.82 |
| Other Expenses | 116.12 | 19.26 | 403.17 | 16.20 | 351.10 | 17.49 | 339.12 | 17.13 |
| Total Expenses | 524.90 | 87.08 | 1,892.55 | 76.07 | 1,823.82 | 90.87 | 1,677.90 | 84.75 |
| Profit/ (Loss) before tax | 77.86 | 12.92 | 595.45 | 23.93 | 183.14 | 9.13 | 301.83 | 15.25 |
| Tax Expense / (Credit) | ||||||||
| Current tax | 25.55 | 4.24 | 197.84 | 7.95 | 60.43 | 3.01 | 78.39 | 3.96 |
| Deferred tax (credit)/ expense | (7.78) | (1.29) | 50.70 | 2.04 | (4.82) | (0.24) | (0.70) | (0.04) |
| Total Tax (credit) / expense | 17.77 | 2.95 | 248.54 | 9.99 | 55.61 | 2.77 | 77.69 | 3.92 |
| Profit/(loss) for the period from continuing operations | 60.09 | 9.97 | 346.91 | 13.94 | 127.53 | 6.35 | 224.14 | 11.32 |
| Share in profit/(loss) after tax of joint ventures/associates (net) | - | - | - | - | 0.00 | 0.00 | 0.00 | 0.00 |
| Profit for the period/ year | 60.09 | 9.97 | 346.91 | 13.94 | 127.53 | 6.35 | 224.14 | 11.32 |
| Other comprehensive income | ||||||||
| A. (i) Items that will not be reclassified to profit or loss | ||||||||
| (a) Remeasurement of gains/(losses) on defined benefit plans | (14.21) | (2.36) | (9.70) | (0.39) | (4.74) | (0.24) | (5.69) | (0.29) |
| A. (ii) Income tax relating to above items | - | - | 2.44 | 0.10 | 1.19 | 0.06 | 1.40 | 0.07 |
| B. (i) Items that will be reclassified to profit or loss | ||||||||
| (a) Deferred gains or losses on cash flow hedges | - | - | - | - | 0.00 | 0.00 | 0.00 | 0.00 |
| (b) Foreign currency translation reserve | 0.71 | 0.12 | 2.97 | 0.12 | (3.35) | (0.17) | 10.40 | 0.53 |
| (ii) Income tax relating to items that will be reclassified to profit or loss | - | - | - | - | 0.00 | 0.00 | 0.00 | 0.00 |
| Total other comprehensive income | (13.50) | (2.24) | (4.29) | (0.17) | (6.90) | (0.34) | 6.11 | 0.31 |
| Total comprehensive income for the period (Comprising profit/(loss) and other comprehensive income for the period) | 46.59 | 7.73 | 342.62 | 13.77 | 120.63 | 6.01 | 230.25 | 11.63 |
Three months period ended June 30, 2025
Income
Total Income
Our total income for the three months period ended June 30, 2025 was 602.76 million.
Revenue from operations
Our revenue from operations for the three months period ended June 30, 2025 was 557.18 million comprised primarily of income from sale of services of 280.65 million and sale of software products of 276.53 million.
Other Income
Our other income for the three months period ended June 30, 2025 was 45.58 million primarily on account of Interest income of 43.20 million and Exchange Gain of 2.17 million.
Expenses
Employee benefits expense
Our employee benefits expense for the three months period ended June 30, 2025 was 339.29 million primarily comprising of salaries and wages of 311.05 million, contribution to provident and other funds of 11.00 million, staff welfare expenses of 10.05 million and gratuity payment of 7.19 million
Finance costs
Our finance costs for the three months period ended June 30, 2025 was 9.18 million comprising interest expenses of 7.82 million and exchange loss attributable to finance costs of 1.36 million.
Depreciation and amortisation expense
Our depreciation and amortisation expense for the three months period ended June 30, 2025 was 60.31 million primarily on account of amortisation expense of 47.85 million.
Other expenses
Our other expenses for the three months period ended June 30, 2025 were 116.12 million primarily comprising software development and license charges of 42.77 million; service rendered by business associates and others of 17.13 million, business promotion expenses of 8.94 million, travelling and conveyance expenses of 9.42 million, legal and professional fees of 20.75 million and recruitment and training expenses of 5.69 million.
Profit before tax
Our profit before tax for the three months period ended June 30, 2025 was 77.86 million.
Tax expenses
Our total tax expenses for the three months period ended June 30, 2025 was 17.77 million.
Profit for the period
As a result of the foregoing, our profit for the three months period ended June 30, 2025 was 60.09 million.
Total Comprehensive Income
Our Total Comprehensive Income for the three months period ended June 30, 2025 was 46.59 million.
Fiscal 2025 compared with Fiscal 2024
Income
Total Income
Our total income increased by 23.97% from 2,006.96 million in Fiscal 2024 to 2,488.00 million in Fiscal 2025, an increase of 481.04 million, primarily on account of increase in our sale of software services from 909.80 million in Fiscal 2024 to 1,299.23 million in Fiscal 2025 and an increase in our other income from 23.99 million in Fiscal 2024 to 155.09 million in Fiscal 2025, which was partially offset by a decrease in our sale of software products from 1,073.17 million in Fiscal 2024 to 1,033.68 million in Fiscal 2025.
Revenue from operations
Our revenue from operations increased by 17.65% from 1,982.97 million in Fiscal 2024 to 2,332.91 million in Fiscal 2025, an increase of 349.94 million. Our revenue from sale of services increased by 42.80% from 909.80 million in Fiscal 2024 to 1,299.23 million in Fiscal 2025. This was primarily on account of increase in education technology services by 41.31%. Our revenue from sale of software products decreased by 3.68% from 1,073.17 million in Fiscal 2024 to 1,033.68 million in Fiscal 2025. This was primarily on account of decrease in sale of Assessment & Proctoring Solutions by 13.46%.
Other Income
Our other income increased by 546.48% from 23.99 million in Fiscal 2024 to 155.09 million in Fiscal 2025, an increase of 131.10 million. The increase was primarily on account of increase in interest income from 17.48 million in Fiscal 2024 to 141.73 million in Fiscal 2025; a decrease in rental income from 6.23 million in Fiscal 2024 to 1.05 million in Fiscal 2025, increase in Gain or Loss- Lease Termination from nil in Fiscal 2024 to 10.97 million in Fiscal 2025.
Expenses
Total Expenses
Our total expense has increased by 3.77% from 1,823.82 million in Fiscal 2024 to 1,892.55 million in Fiscal 2025, an increase of 68.73 million primarily on account of increase in employee benefit expenses, depreciation and amortization expenses and other expenses.
Employee benefits expense
Our employee benefits expense increased by 10.63% from 1,082.14 million in Fiscal 2024 to 1,197.17 million in Fiscal 2025, an increase of 115.03 million, primarily on account of an increase in Salaries, wages and bonus from 932.54 million in Fiscal 2024 to 1,099.84 million in Fiscal 2025 on account of increase in employee headcount from 1,081 in Fiscal 2024 to 1,116 in Fiscal 2025, a decrease in share based payments to employees from 71.52 million in Fiscal 2024 to 3.80 million in Fiscal 2025, an increase in contribution to provident fund from 34.34 million in Fiscal 2024 to 42.40 million in Fiscal 2025, an increase in staff welfare expenses from 21.72 million in Fiscal 2024 to 27.79 million in Fiscal 2025 and an increase in defined benefit plan expenses from 22.02 million in Fiscal 2024 to 23.34 million in Fiscal 2025.
Finance costs
Our finance costs decreased by 54.60% from 100.65 million in Fiscal 2024 to 45.70 million in Fiscal 2025 due to reduction in total borrowings from 767.25 million in Fiscal 2024 to 265.89 million in Fiscal 2025 and increase in our exchange loss attributable to finance costs from 7.75 million in Fiscal 2024 to 7.84 million in Fiscal 2025.
Depreciation and amortisation expense
Our depreciation and amortization expense decreased by 14.98% from 289.93 million in Fiscal 2024 to 246.51 million in Fiscal 2025, a decrease of 43.42 million due to a decrease in (i) depreciation on tangible assets from 30.53 million in Fiscal 2024 to 29.36 million in Fiscal 2025, (ii) depreciation / amortization on Right of use Assets from 94.06 million in Fiscal 2024 to 38.96 million in Fiscal 2025 and (iii) increase in depreciation / amortization on intangible assets from 165.33 million in Fiscal 2024 to 178.14 million in Fiscal 2025
Other expenses
Our other expenses increased by 14.83% from 351.10 million in Fiscal 2024 to 403.17 million in Fiscal 2025, an increase of 52.07 million, primarily on account of an increase in Service rendered by business associates and others from 31.44 million in Fiscal 2024 to 69.42 million in Fiscal 2025, an increase in Legal and professional fees from 25.48 in Fiscal 2024 to 54.26 million in Fiscal 2025; an increase in Software development and license charges from 126.66 million in Fiscal 2024 to 148.09 million in Fiscal 2025; an increase in Business promotion expenses from 13.23 million in Fiscal 2024 to 24.90 million in Fiscal 2025; an increase in Repairs and maintenance from 10.85 million in Fiscal 2024 to 16.29 million in Fiscal 2025; which were partially offset by a decrease in Bad debts written off from 51.62 million in Fiscal 2024 to 0.39 million in Fiscal 2025 and a decrease in Other expenses from 19.12 million in Fiscal 2024 to 15.36 million in Fiscal 2025
Profit before tax
As a result of the foregoing, we recorded an increase of 225.13% in our profit before tax, from 183.14 million in Fiscal 2024 to 595.45 million in Fiscal 2025, an increase of 412.31 million.
Tax expenses
Our tax expenses increased by 346.93% from 55.61 million in Fiscal 2024 to 248.54 million in Fiscal 2025. The increase in our tax expenses in Fiscal 2025 was primarily due to increase in current tax from 60.43 million in Fiscal 2024 to 197.84 million in Fiscal 2025.
Profit for the year
As a result of the foregoing, we recorded an increase of 172.02% in our profit for the year from 127.53 million in Fiscal 2024 to 346.91 million in Fiscal 2025, an increase of 219.38 million.
Total Comprehensive Income for the Year
Our total comprehensive income increased by 184.03% from 120.63 million in Fiscal 2024 to 342.62 million in Fiscal 2025, an increase of 221.99 million.
Fiscal 2024 compared with Fiscal 2023
Income
Total Income
Our total income increased by 1.38% from 1,979.73 million in Fiscal 2023 to 2,006.96 million in Fiscal 2024, an increase of 27.23 million, primarily on account of increase in our sale of software products from 859.83 million in Fiscal 2023 to 1,073.71 million in Fiscal 2024, which was partially offset by a decrease in our sale of software services from 1,091.21 million in Fiscal 2023 to 909.80 million in Fiscal 2024 and a decrease in our Other Income from 28.69 million in Fiscal 2023 to 23.99 million in Fiscal 2024.
Revenue from operations
Our revenue from operations increased by 1.64% from 1,951.04 million in Fiscal 2023 to 1,982.97 million in Fiscal 2024, an increase of 31.93 million. Our revenue from sale of services decreased by 16.62% from 1,091.21 million in Fiscal 2023 to 909.80 million in Fiscal 2024. This was primarily on account of decrease in education technology services by 14.70%. Our revenue from sale of software products increased by 24.81% from 859.83 million in Fiscal 2023 to 1,073.17 million in Fiscal 2024. This was primarily on account of increase in sale of Assessment & Proctoring Solutions by 38.46%.
Other Income
Our other income decreased by 16.38% from 28.69 million in Fiscal 2023 to 23.99 million in Fiscal 2024, a decrease of 4.70 million. The decrease was primarily on account of a decrease in interest income from 19.77 million in Fiscal 2023 to 17.48 million in Fiscal 2024; a decrease in miscellaneous income from 2.24 million in Fiscal 2023 to 0.28 million in Fiscal 2024, decrease in gain on sale / redemption of mutual funds (net) from 0.23 million in Fiscal 2023 to Nil in Fiscal 2024.
Expenses
Total Expenses
Our total expense has increased by 8.70% from 1,677.90 million in Fiscal 2023 to 1,823.82 million in Fiscal 2024, an increase of 145.92 million primarily on account of increase in employee benefit expenses and depreciation and amortization expenses.
Employee benefits expense
Our employee benefits expense increased by 16.34% from 930.13 million in Fiscal 2023 to 1,082.14 million in Fiscal 2024, an increase of 152.01 million, primarily on account of an increase in Salaries, wages and bonus from 861.28 million in Fiscal 2023 to 932.54 million in Fiscal 2024 on account of increase in employee headcount from 1,046 in Fiscal 2023 to 1,080 in Fiscal 2024, an increase in share based payments to employees from Nil in Fiscal 2023 to 71.52 million in Fiscal 2024, an increase in contribution to provident fund from 29.00 million in Fiscal 2023 to 34.34 million in Fiscal 2024, an increase in staff welfare expenses from 21.37 million in Fiscal 2023 to 21.72 million in Fiscal 2024 and an increase in defined benefit plan expenses from 18.48 million in Fiscal 2023 to 22.02 million in Fiscal 2024.
Finance costs
Our finance costs decreased by 25.48% from 135.07 million in Fiscal 2023 to 100.65 million in Fiscal 2024 due to reduction in total borrowings from 1,180.92 million in Fiscal 2023 to 767.25 million in Fiscal 2024 and our exchange loss attributable to finance costs from 32.61 million in Fiscal 2023 to 7.75 million in Fiscal 2024.
Depreciation and amortisation expense
Our depreciation and amortization expense increased by 5.98% from 273.58 million in Fiscal 2023 to 289.93 million in Fiscal 2024, an increase of 16.35 million due to an increase in (i) depreciation on tangible assets from 27.90 million in Fiscal 2023 to 30.53 million in Fiscal 2024, (ii) depreciation / amortization on intangible assets from 154.05 million in Fiscal 2023 to 165.33 million in Fiscal 2024 and (iii) depreciation / amortization on right of use assets from 91.40 million in Fiscal 2023 to 94.06 million in Fiscal 2024
Other expenses
Our other expenses increased by 3.53% from 339.12 million in Fiscal 2023 to 351.10 million in Fiscal 2024, an increase of 11.98 million, primarily on account of an increase in software development and license charges from 115.20 million in Fiscal 2023 to 126.66 million in Fiscal 2024, an increase in bad debts written off from Nil in Fiscal 2023 to 51.62 million in Fiscal 2024; an increase in other expenses from 7.55 million in Fiscal 2023 to 19.12 million in Fiscal 2024; an increase in Statutory audit fees from 0.65 million in Fiscal 2023 to 8.25 million in Fiscal 2024; an increase in legal and professional fees from 19.50 million in Fiscal 2023 to 25.48 million in Fiscal 2024; which were partially offset by a decrease in service rendered by business associates and others from 47.54 million in Fiscal 2023 to
31.44 million in Fiscal 2024 and a decrease in exchange loss from 65.31 million in Fiscal 2023 to 6.90 million in Fiscal 2024.
Profit before tax
As a result of the foregoing, we recorded a decrease of 39.32% in our profit before tax, from 301.83 million in Fiscal 2023 to 183.14 million in Fiscal 2024, a decrease of 118.69 million.
Tax expenses
Our tax expenses decreased by 28.42% from 77.69 million in Fiscal 2023 to 55.61 million in Fiscal 2024. The decrease in our tax expenses in Fiscal 2024 was primarily due to decrease in current tax from 78.39 million in Fiscal 2023 to 60.43 million in Fiscal 2024.
Profit for the year
As a result of the foregoing, we recorded decrease of 43.10% in our profit for the year from 224.14 million in Fiscal 2023 to 127.53 million in Fiscal 2024, a decrease of 96.61 million.
Total Comprehensive Income for the Year
Our total comprehensive income decreased by 47.61% from 230.25 million in Fiscal 2023 to 120.63 million in Fiscal 2024, a decrease of 109.62 million.
Liquidity and Capital Resources
We have historically financed the expansion of our business and operations primarily through bank loans and internal accruals.
Cash Flows
The following table summarizes our cash flows for the periods indicated below:
( in million)
| Particulars | For the three months period ended June 30, 2025 | Fiscals | ||
| 2025 | 2024 | 2023 | ||
| Net cash generated from/ (used in) operating activities | (47.58) | 526.09 | 557.77 | 555.88 |
| Net cash (used in)/ generated from investing activities | (67.54) | 74.68 | (155.66) | (151.12) |
| Net cash generated from/ (used in) financing activities | 97.14 | (564.74) | (519.88) | (267.35) |
| Cash and cash equivalents at the end of the period/ year | 66.12 | 84.10 | 48.07 | 165.84 |
Cash flows from operating activities
Three months period ended on June 30, 2025
Net cash used in operating activities for the three months period ended June 30, 2025 was 47.58 million. Our profit before tax for the three months period ended June 30, 2025 was 77.86 million, primarily adjusted for Income tax expenses of 17.77 million; Depreciation and amortization expenses 60.31 million. Primary adjustments in operating assets and liabilities comprised outflow from Trade receivables and unbilled revenue of 25.66 million and cash outflow from Trade payables of 46.49 million and cash outflow from Other financial liabilities, other liabilities and provisions of 33.88 million. Direct taxes paid for the three months period ended June 30, 2025 was 25.55 million.
Fiscal 2025
Net cash generated from operating activities was 526.09 million in Fiscal 2025. Our profit before tax for Fiscal 2025 was 595.45 million, primarily adjusted for Income tax expenses of 248.54 million; Depreciation and amortization expenses 246.51 million; Finance costs 45.70 million; Primary adjustments to operating assets and liabilities comprised cash inflow from Other financial liabilities, other liabilities and provisions of 124.04 million; cash outflow from Other financial assets and other assets 108.98 million. Direct taxes paid for Fiscal 2025 was 197.84 million.
Fiscal 2024
Net cash generated from operating activities was 557.77 million in Fiscal 2024. Our profit before tax for Fiscal 2024 was 183.14 million, primarily adjusted for Depreciation and amortization expenses 289.93 million; Finance costs 90.56 million; Share based payments to employees 71.52 million. Primary adjustments to operating assets and liabilities comprised cash inflow from Trade payables 51.76 million; cash outflow from Other financial assets and other assets 67.64 million. Direct taxes paid for Fiscal 2024 was 60.43 million.
Fiscal 2023
Net cash generated from operating activities was 555.88 million in Fiscal 2023. Our profit before tax for Fiscal 2023 was 301.83 million, primarily adjusted for Depreciation and amortization expenses 273.58 million; Finance costs 99.28 million; Income tax expenses 77.70 million. Primary adjustments to operating assets and liabilities comprised cash inflow from Other financial liabilities, other liabilities and provisions 51.48 million and cash outflow from Trade receivables and unbilled revenue 52.28 million; Other financial assets and other assets 45.04 million. Direct taxes paid for Fiscal 2023 was 78.39 million.
Cash flows used in investing activities
Three months period ended on June 30, 2025
Net cash used in investing activities during the three months period ended June 30, 2025 was 67.54 million, which primarily consisted of capital advances paid 100.00 million, Intangible assets under development of 36.25 million, offset by Interest received of 42.81 million and maturity of fixed deposits of 30.64 million.
Fiscal 2025
Net cash generated from investing activities Fiscal 2025 was 74.68 million, which primarily consisted of closure of right -of-use assets of 2,305.87 million, sale of property, plant and equipment of 247.22 million, interest received of
137.45 million offset by deposits with banks of 2,442.50 million, purchase of property, plant and equipment of 37.17 million, internal capitalisation of intangible assets of 137.08 million
Fiscal 2024
Net cash used in investing activities Fiscal 2024 was 155.66 million, which primarily consisted of purchase of property, plant and equipment of 23.15 million, internal capitalisation of intangible assets of 133.51 million, offset by rental income of 6.23 million.
Fiscal 2023
Net cash used in investing activities Fiscal 2023 was 151.12 million, which primarily consisted of purchase of property, plant and equipment of 37.29 million, Internal capitalisation of intangible assets of 108.76 million, offset by Rental income of 6.41 million.
Cash flows from/ used in financing activities
Three months period ended on June 30, 2025
Net cash generated from financing activities during the three months period ended June 30, 2025 amounted to 97.14 million, which primarily consisted of proceeds from borrowings of 112.27 million offset by lease liabilities of 5.95 million and interest paid of 9.18 million.
Fiscal 2025
Net cash used in financing activities during Fiscal 2025 amounted to 564.74 million, which primarily consisted of repayment of borrowings 634.06 million; interest paid 45.70 million, offset by proceeds from borrowings of 132.70 million.
Fiscal 2024
Net cash used in financing activities during Fiscal 2024 amounted to 519.88 million, which primarily consisted of repayment of borrowings 415.76 million; interest paid 98.31 million, offset by proceeds from borrowings of 2.08 million.
Fiscal 2023
Net cash used in financing activities during Fiscal 2023 amounted to 267.35 million, which primarily consisted of Repayment of borrowings 1,295.38 million; interest paid 131.88 million, offset by proceeds from borrowings of 1,166.20 million.
Financial Indebtedness
The following table sets forth specific information relating to our outstanding indebtedness as of September 30, 2025 for further information on our indebtedness, see Financial Indebtedness on page 377.
(Amount in million)
| Category of borrowing | Sanctioned amount | Principal amount outstanding |
| ( in million) | as of September 30, 2025 ( in million) | |
| Excelsoft Technologies Limited | ||
| Secured loans: | ||
| A. Fund Based Limits: | ||
| - ICICI Bank | ||
| Packing Credit in foreign Currency Working | 400.00 | 150.18 |
| Capital Facilities | ||
| - Axis Bank | ||
| Cash Credit | 360.00 | 228.81 |
| Total Fund Based (1) | 760.00 | 379.00 |
| B. Non- Fund Based Limits: | ||
| Nil | Nil | Nil |
| Total Non-Fund Based Limits (2) | Nil | Nil |
| Total Secured Loans (3) = (1) + (2) | 760.00 | 379.00 |
| Unsecured loans: | ||
| A. Fund Based Limits: | ||
| Nil | Nil | Nil |
| Total Fund-Based (4) | Nil | Nil |
| B. Non-Fund Based Limits: | ||
| Nil | Nil | Nil |
| Total Non-Fund Based Limits (5) | Nil | Nil |
| Total Unsecured (6) = (4) + (5) | Nil | Nil |
| Total (7) = (3) + (6) | 760.00 | 379.00 |
| Material Subsidiaries | ||
| Secured loans: | ||
| A. Fund Based Limits: | ||
| Nil | Nil | Nil |
| Total Fund Based (8) | Nil | Nil |
| B. Non Fund Based Limits: | ||
| Nil | Nil | Nil |
| Total Non-Fund Based Limits (9) | Nil | Nil |
| Unsecured loans: | ||
| A. Fund Based Limits: | ||
| Nil | Nil | Nil |
| Total Fund-Based (11) | Nil | Nil |
| B. Non Fund Based Limits: | ||
| Nil | Nil | NIil |
| Total Non-Fund Based Limits (12) | Nil | Nil |
| Total (13) = (10) + (12) | Nil | Nil |
| Grand Total (14) = (7) + (13) | 760.00 | 379.00 |
Contingent Liabilities and Commitments
Contingent liabilities, to the extent not provided for, as of the below mentioned time periods, as determined in accordance with Ind AS 37, are described below:
( in million)
| Particulars | ||||
| As at June 30, 2025 | Fiscal 2024 | Fiscal 2023 | ||
| Fiscal 2025 | ||||
| A. Contingent liabilities | ||||
| (i) Performance Bank Guarantee | 0.37 | 0.38 | 0.36 | 0.34 |
| (ii) Corporate Guarantee given in respect of loan taken by Pedanta Technologies Private Limited | 3,000.00 | 3,000.00 | - | - |
| (iii) Claims against the Company, not acknowledged as debts* | 33.95 | 33.95 | - | - |
| B. Commitments | - | - | - | - |
| Total | 3,034.32 | 3,034.33 | 0.36 | 0.34 |
*The claims against the Company primarily represent demands arising on completion of assessment proceedings under the Income-tax Act, 1961. These claims are on account of issues of disallowance of bad-debts, provision for bad-debts, PF/ESI disallowances, non-payment of GST under RCM, irregular claim of ITC, irregular availment of transitional credit by wrongly availing input tax credit on food bills. These matters are pending before various tax authorities and the Management including its tax advisors expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company financial position and results of operations.
For further details of our contingent liabilities, see Restated Consolidated Financial Information Annexure VII Note
37 Contingent Liabilities on page 330.
Capital expenditure
For the three months period ended June 30, 2025 and for the Fiscal 2025, Fiscal 2024 and Fiscal 2023, our capital expenditures (i.e. purchase of property, plant and equipment and internal capitalisation of intangible assets) were 5.25 million, 174.25 million, 156.66 million and 276.12 million, respectively.
Quantitative and Qualitative Disclosures about Market Risk
In the course of our business, our Company is exposed primarily to fluctuations in interest rates, liquidity and credit risk, which may adversely impact the fair value of our financial instruments. In order to minimise any adverse effects on the financial performance of the Company, the Company has risk management policies as described below:
Credit risk
Credit risk is the risk that counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. Our Company is exposed to credit risk from its operating activities (primarily trade receivables) including deposits with banks and financial institutions, foreign exchange transactions, other financial instruments carried
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial assets. The Companys financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companys reputation.
Our management monitors rolling forecasts of the Companys liquidity position and cash and cash equivalents on the basis of expected cash flows. This is generally performed in accordance with practice and limits set by the Company.
Market Risk
The Companys size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
The Companys main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. The Companys fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market.
The Company has availed variable interest rate loan. For further information on our indebtedness, see Financial Indebtedness on page 377.
The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate due to changes in foreign exchange rates. The functional currency of the Company is Indian Rupees.
Foreign currency denominated financial assets and financial liabilities which expose our Company to currency risk are disclosed below:
( in million)
| Particulars | For the three months period ended June 30, 2025 | Fiscal 2025 | Fiscal | Fiscal |
| 2024 | 2023 | |||
| Financial Assets | ||||
| Trade Receivable | 138.30 | 291.57 | 222.06 | 330.95 |
| Bank balances | 15.71 | 11.70 | 2.54 | 12.95 |
| Net exposure for assets | 154.01 | 303.27 | 224.60 | 343.90 |
| Financial liabilities | ||||
| Trade payables | 231.88 | 239.54 | 774.02 | 1,170.51 |
| Deferred revenue | 26.89 | 73.73 | 41.30 | 23.15 |
| Net exposure for liabilities | 258.77 | 313.27 | 815.32 | 1,193.66 |
| Net exposure (Assets | (104.76) | (10.00) | (590.72) | (849.76) |
| Liabilities) |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.
Related Party Transactions
We have engaged in the past, and may engage in future, in transactions with related parties, including with our Promoters and Key Managerial Personnels on an arms lengths basis. Such transactions are ordinarily for purchase/ sale transactions and payments for salary or remuneration, payment of rent and loans and advances. For further information, see Financial Information - Related Party Transactions on page 340.
Changes in accounting policies
There have been no changes in the accounting policies of the Company during the three months period ended June 30, 2025, and during the last three Fiscals.
Auditor observations
There are no qualifications, reservations and adverse remarks by our Statutory Auditor in our Restated Consolidated Financial Information.
Significant Economic Changes
Other than as described above, to the best of the knowledge of our management, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations. For further details, please see Our Business and Risk Factors on pages 194 and 39, respectively.
Future relationship between cost and income
Other than as described in Risk Factors , Our Business and Managements Discussion and Analysis of Financial
Condition and Results of Operations on pages 39, 194 and 346, respectively, there are no known factors that might affect the future relationship between costs and revenues.
Unusual or Infrequent Events of Transactions
Except as described in this Red Herring Prospectus, there have been no other events or transactions that, to our knowledge, may be described as unusual or infrequent.
Known Trends or Uncertainties
Our business has been affected and we expect will continue to be affected by the factors identified above in the heading titled Managements Discussion and Analysis of Financial Condition and Results of Operations on page 346 and the uncertainties described in the section titled Risk Factors beginning on page 39 of this Red Herring Prospectus. To our knowledge, except as described or anticipated in this Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.
New products or business segments
Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments other than in the normal course of business.
Seasonality
Our business is not seasonal in nature.
Competitive Conditions
We operate in a competitive environment. Please refer to Risk Factors , Industry Overview and Our Business on pages 39, 162 and 194, respectively, for further information on our industry and competition.
Significant Developments after June 30, 2025, that may affect our future results of operations
Except as disclosed in this Red Herring Prospectus, there are no developments have come to our attention since the date of the Restated Consolidated Financial Information which materially and adversely affect or are likely to materially and adversely affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve months.
IIFL Customer Care Number
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1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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