(a) Pursuant to Board and shareholders' resolutions passed on July 27, 2021 and July 29, 2021 respectively, the Company had sub-divided the face value of its equity shares from Rs. 10 each to Rs. 2 each. As a result to this split, the authorized equity shares capital of the company had increased from 4,500,000 Equity Shares of Rs. 10 each to 22,500,000 equity shares of Rs. 2 each.
(b) Further, pursuant to a resolution passed by the Shareholders of the Company on 29 July 2021 through extra-ordinary general meeting, the authorized share capital of the Company was increased by creation of additional 20,000,000 equity shares of INR 2 each.
(c) Further, pursuant to a resolution passed by the Shareholders of the Company on 07 October 2021 through extra-ordinary general meeting, the authorized share capital of the Company was increased by creation of additional 32,500,000 equity shares of INR 2 each.
Pursuant to Board and Shareholders’ resolutions dated September 17, 2021 and September 20, 2021, respectively, Company converted 4,054,969 outstanding Preference Shares into 20,274,845 Equity Shares. Accordingly, (i) 700,748 Series A Preference Shares, 938,326 Series B Preference Shares, 540,972 Series C Preference Shares, and 48,686 Series E Preference Shares collectively held by PhonePe were converted to 3,503,740 Equity Shares, 4,691,630 Equity Shares, 2,704,860 Equity Shares, and 243,430 Equity Shares, respectively; (ii) 677,031 Series C Preference Shares held by Qualcomm were converted to 3,385,155 Equity Shares; and (iii) 1,149,206 Series D Preference Shares held by Zenrin were converted to 5,746,030 Equity Shares. Upon conversion of the Preference Shares to the Equity Shares, pursuant to the Board resolution dated September 21, 2021, Company allotted 11,143,660 Equity Shares, 3,385,155 Equity Shares, and 5,746,030 Equity Shares, to PhonePe, Qualcomm, and Zenrin, respectively. Consequently, the issued and paid-up Equity Share capital of the Company increased from ^39,314,760 comprising 19,657,380 Equity Shares to ^79,864,450 comprising 39,932,225 Equity Shares and the issued and paid-up Preference Share capital of our Company became nil.
(i) Rights, preferences and restrictions attached to equity shares
The company has a single class of equity shares. Accordingly all equity shares rank equally with regard to dividends and shares in the company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder are in proportion to its share of the paid up equity capital of the company (on a fully diluted basis) Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
(ii) Rights, preferences and restrictions attached to Series A, Series B, Series C, Series D and Series E preference shares got extinguished on the company going in for an IPO which was successfully fully subscribed in the month of December 2021
(iv) Employee stock options
Terms attached to stock options granted to employees are described in note 33 regarding employee share based payments.
(v) The aggregate number of equity shares issued pursuant to contract, without payment being received in cash, in immediately preceding five years ended 31st March, 2025 - Nil (previous period of five years ended 31st March, 2024 - Nil)
(vi) The aggregate number of equity shares allotted as fully paid up by way of bonus shares in immediately preceding five years ended 31st March, 2025 are 1,33,10,742 shares of Rs. 2 each in FY 2021-22.
13.1 Distributions made and proposed
Dividends declared by the Company are based on the profit available for distribution.
The Board of Directors in its meeting held on 9th May, 2025 have proposed a final dividend of Rs 3.50 per equity share for the financial year ended 31st March, 2025 subject to the approval of shareholders at the Annual General Meeting and if approved, would result in a cash outflow of approxmately Rs. 19 crores in FY 2025-26
On 13th May, 2024, the Board of Directors of the Company had proposed a final dividend of Rs 3.50 per share in respect of the year ended 31st March, 2024 subject to the approval of shareholders at the Annual General Meeting. This dividend was approved on August 9, 2024 in the AGM and resulted into a cash outflow of Rs 19.04 crore.
Remaining performance obligations
Remaining performance obligations are subject to variability due to several factors such as terminations, changes in scope of contracts, periodic revalidations of the estimates, economic factors (changes in currency rates, tax laws etc). The aggregate value of transaction price allocated to Remaining performance obligations is Rs. 1,49,100 Lakhs (last year 1,37,200 Lakhs ) out of which 20% (last Year 15%) is expected to be recognised as revenue in the next year and the balance thereafter. 13% out of performance obligations outstanding as on 31 March 2024 was recognised as revenue in the current financial year. No consideration from contracts with customers is excluded from the amount mentioned above.
Contract balances
Contract assets : A contract asset is a right to consideration that is conditional upon factors other than the passage of time. Contract assets are recognized where there is excess of revenue over the billings. Revenue recognized but not billed to customers is classified either as contract assets or unbilled receivable in our balance sheet.
Unbilled receivables represent contracts where right to consideration is unconditional (i.e. only the passage of time is required before the payment is due). Out of Rs. 2,024 lakhs and Rs 1,061 lakhs of contract assets as on 31st March 2025 and 31st March 2024 respectively, 100% pertain to respective years.
Contract liabilities : A contract liability arises when there is excess billing over the revenue recognized.
The Fair value of cash and cash equivalents, other bank balances, trade receivables, trade payables approximated their carrying value largely due to short term maturities of these instruments.
B. Fair value hierarchy
Ind AS 107, ‘Financial Instrument - Disclosure’ requires classification of the valuation method of financial instruments measured at fair value in the Balance Sheet, using a three level fair-value-hierarchy (which reflects the significance of inputs used in the measurements). The hierarchy gives the highest priority to un-adjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to un-observable inputs (Level 3 measurements). The three levels of the fair-value-hierarchy under Ind AS 107 are described below:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations, in which all significant inputs are directly or indirectly observable in active markets.
Level 3: Valuations derived from valuation techniques, in which one or more significant inputs are unobservable inputs which are supported by little or no market activity.
Assets measured using level 1 inputs primarily include investment securities in mutual funds and the fair value being marked to an active market, we do not expect material volatility in these financial assets.
Assets and liabilities measured using level 2 inputs includes financial assets measured at amortised cost which includes Trade receivables, cash and cash equivalents, government bonds with corporations and deposits with banks have been assessed basis counterparty credit risk.
Financial risk management
The Company’ Board of Directors has overall responsibility for the establishment and oversight of the company’ risk management framework.
The Company has exposure to the following risks arising from financial instruments
- Credit risk
- Liquidity risk
- Market risk
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s trade and other receivables and cash and cash equivalents. The maximum exposure to credit risk in case of all the financial instruments covered below is restricted to their respective carrying amount.
The principal credit risk that the company is exposed to is non-collection of trade receivable and late collection of receivable and on unbilled revenue, leading to credit loss. The risk is mitigated by reviewing credit worthiness of the prospective customers prior to entering into contract and post contracting, through continuous monitoring of collections by a dedicated team. The company makes adequate provision for non-collection of trade receivable and unbilled receivables.
In addition, trade receivable are due from the parties under normal course of the business and as such the company believes exposure to credit risk to be minimal.
Trade receivables forms a significant part of the financial assets carried at amortised cost, which is valued considering provision for allowance using expected credit loss method. Accounts receivables and unbilled receivables have been valued after making reserve for allowances based on factors like ageing, likelihood of increased credit risk and expected realizability.
ii) Cash and cash equivalents and Other bank balances
Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high ratings assigned by international and domestic credit rating agencies and analyzing market information on a continuous and evolving basis. Ratings are monitored periodically and the Company has considered the latest available credit ratings as well any other market information which may be relevant at the date of approval of these financial statements.
iii) Investments
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks.
Liquidity risk:
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions.
Market risk:
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company’s income or the value of its holdings of financial instruments. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk. The objective of market risk management is to avoid excessive exposure in foreign currency revenues and costs.
a) Foreign currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has foreign currency trade payables and receivables and is therefore exposed to foreign exchange risk.
Exposure to currency risk (Exposure in different currencies converted to functional currency i.e. INR)
The currency profile of financial assets and financial liabilities as at 31st March 2025 and 31st March 2024 are as below:
D) The transactions with related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free. The settlement for these balances occurs through payment. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2024: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
E) As at 31st March, 2025, the Company has not granted any loans to the promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), either severally or jointly with any other person (31st March, 2024: Nil).
F) The Company has provided security in the form of fixed deposit for overdraft & cash credit facility to it's subsidiary "Gtropy Systems Private Limited". (refer Note 45)
G) Transactions with related parties are reported Net of Goods and Service Tax 32 Employee benefits
i) Defined contribution plans
The Company makes contribution, determined as a specified percentage of employee salaries, in respect of qualifying employees towards Provident Fund, which is a defined contribution plan. The contributions are charged to the Statement of Profit and Loss as they accrue. The amount recognized as an expense towards contribution to Provident Fund for the year ended 31st March 2025 and year ended 31 March 2024 aggregates to Rs.172 lakhs, and Rs. 155 lakhs respectively.
ii) Defined benefit plans
The Company has a defined benefit plan of gratuity. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month’s salary for each year of completed service. The gratuity plan of the Company are funded through Kotak life Insurance. The compensated absences policy of the Company entitles an employee to encash actual earned leaves subject to maximum 18 days at the time of retirement/ exit from the Company. The details are as follows:
33 Employee Share-Based Payments
C.E. Info Systems Limited has a share based employee benefit program that allows employees to acquire shares of the Company. A share option scheme for employees was approved in May 2007 by the shareholders of the Company under which the employees of the Company were granted stock options that vest in a gradual manner over a period of 4 years. An exercise price of Rs. 81 was fixed for this purpose. Pursuant to Board and shareholders' resolutions passed on July 27, 2021 and July 29, 2021 respectively, the Company has sub-divided the face value of its equity shares from Rs. 10 each to Rs. 2 each and after issue the bonus in the ratio of 1:3 pursuant to Board and shareholder's passed on October 5, 2021 and October 7, 2021 respectively. As a result to this split, the exercise price has been revised to Rs. 12.15.
i. Options have been valued based on fair value method as prescribed under Ind AS 102, share based payments, using Black Scholes valuation option pricing model by using the fair value of the Company's securities on the grant date (Assumptions : Risk free rate in the range of 7.27 % to 7.33 % , dividend yield 0.13% , Volatility rate 38.74 %).
ii. Stock options exercised twice during the year on the share price of Rs. 2,182 & Rs.1,641 per share respectively (previous year Rs. 1,484 & Rs.2,207.60 per share).
34 Segment Reporting
Ind AS 108 “Operating Segment” (“Ind AS 108”) establishes standards for the way that business enterprises reporting information about the operating segment and related disclosure made by the Chief Operating Decision Maker (CODM).The Company is engaged in the business of digital map data, GPS navigation and location-based services, and is in the business of licensing, selling and customizing its products to dealers and enterprises. The CODM reviews these activities under the context of Ind AS 108 "Operating Segment" as one single primary segment to evaluate the overall performance assessment of entity’s operating segment.
35 Leases Company as a lessee
The Company’s significant leasing arrangements are in respect of leases for office spaces. These lease arrangement range between 2 to 8 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for future period on mutually agreed terms and also include escalation clause.
The Company has applied following practical expedients:
(1) Applied a single discount rate to a portfolio of leases with reasonably similar characteristics.
(2) Applied the exemption not to recognise right-of-use-assets and liabilities for leases with less than 12 months of lease term on the date of transition.
(3) The Weighted Average Incremental Borrowing Rate considered for lease liabilities recognized as at 01st April 2018 is 11.25 %.
The Company has also applied recognition exemptions of short-term leases to all categories of underlying assets.
The cumulative effect on transition (i.e. difference between ROU and Lease liabilities) for standalone financial information as at 01 April 2018 has been adjusted from retained earnings. The right-of-use assets and lease liabilities are presented separately on the face of Balance Sheet.
On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability. The principal portion of the lease payments have been disclosed under cash flows from financing activities. The lease payments for operating leases as per Ind AS 116 - Leases, were earlier reported under cash flows from operating activities.
45 Disclosure required under Section 186 (4) of the Companies Act, 2013.
The company has provided security to its subsidiary company “Gtropy Systems Private Limited” in the form of lien of its fixed deposits of Rs. 1,900 lakhs (last Yr. 1,500 lakhs) against which an overdraft & Cash credit facility has been provided by “Bank of India” to the said subsidiary. This facilty has been used wholly for working capital purposes.
46 Capital Management
The primary objective of the Company’s capital management is to support business continuity and growth of the company while maximizing the shareholder value. The Company determines the capital requirement based on annual operating plans, long-term and other strategic investment plans. The funding requirements are generally met through operating cash flows generated.
The Company is predominantly equity financed which is evident from the capital structure table. Further, the Company has always been a net cash Company with cash and bank balances along with investment which is predominantly investment in short term mutual funds and debt instruments being far in excess of debt. The Company is not subject to any externally imposed capital requirements.
47 Previous year figures have been regrouped/ reclassified, where necessary, to conform to this year classification.
48 The figures have been rounded off to the nearest lakhs of rupees. The figure “0” whereever stated represents value less than Rs.50,000.
49 Significant Events after the Reporting Period
The Company has entered into an agreement for sale of one of its commercial property bearing Nos. JA0919-920, 9th Floor, DLF Tower A, Jasola, New Delhi, on 4th March 2025, for a total consideration of Rs. 449.54 lakhs. against which an advance of Rs. 45.40 lakhs was received during FY 2024-25. The sale transaction was completed on 24th April 2025 upon registration of the sale deed and receipt of the balance amount.
50 The Company has used accounting software for maintaining its books of account which have a feature of recording audit trail(edit log) facility that have operated throughout the financial year for all relevant transactions. There was no instance of audit trail feature being tampered with for the period the audit trail was enabled. The audit trail, where enabled, has been preserved as per the statutory requirements.
51 Additional Information
Other statutory information
I. Details of Benami property
The company does not have any Benami property. No proceedings have been initiated or are pending against the company for holding any benami property.
II. Utilisation of borrowed funds
The company has no borrowings from bank or any other lenders on the basis of security of current assets or otherwise.
III. Transaction with struck companies
The company does not have any transaction or balances outstanding with the companies struck off u/s 248 of the Companies Act, 2013.
IV. Registration of Charge with ROC
The company does not have any charges or satisfaction of which is yet to be registered with the Registrar of Companies beyond the statutory period.
V. Details of crypto currency or virtual currency:
The company has not traded or invested in crypto currency or virtual currency at any time during the year ended March 2025.
VI. Details of financial default:
The company has not been declared willful defaulter by any bank or financial institution or government or any government authority.
VII. Details of Loans and advances (given):
The company has not advanced or given any loan to any other person or invested funds in any entity including foreign entity (intermediaries) with the understanding that the intermediary shall;
a) Directly or indirectly lend or invest in other person or entity identified in any manner whatsoever by or on behalf of the company (ultimate beneficiary) or
b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.
VIII. Details of Loans and advances (taken):
The company has not received any fund from any person or entity including foreign entity (funding party) with the understanding (whether recorded in writing or otherwise) that the company shall:
a) Directly or indirectly lend or invest in any other person or entity identified in any manner whatsoever by or on behalf of the company (ultimate beneficiary) or
b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.
IX. Undisclosed income:
The company has no transactions which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or under any other relevant provisions of the Income Tax Act, 1961).
X. Compliance with number of layers of companies:
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
XI. Compliance with approved scheme(s) of arrangements:
The Company has not entered into any scheme of arrangement which has an accounting impact in current or previous financial year.
52 Note No.1 to 52 form integral part of the Standalone Balance Sheet and Standalone of Profit and Loss.
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