a) Employee stock options
During the year ended March 31, 2024, the Company granted 5,709,000 (March 31, 2023: 3,338,242) options at an exercise price of I 10 (March 31, 2023: I 10.00).
b) Shares reserved for issue under options
13,391,679 (March 31, 2023: 22,309,467) number of shares are reserved for employees for issue under the employee stock options plan (ESOP) amounting to I 133.92 (March 31, 2023: I 223.09).
c) 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 share in the Company's residual assets. The equity shareholders 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 winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
d) Dividend
During the year ended March 31, 2024, the Company has declared interim dividend of I 3.50 per share (March 31, 2023: I 3.50), the Company has incurred a net cash outflow of I 2,405.94 million (March 31, 2023: I 2,384.45 million) (excluding dividend paid on treasury shares).
II. Fair value hierarchy:
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table presents fair value hierarchy of assets and liabilities measured at fair value on a recurring basis as at March 31, 2024:
III. Financial risk management:
Financial risk factors:
The Company's activities are exposed to a variety of financial risks: market risk, credit risk, and liquidity risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments to mitigate foreign exchange related risk exposures. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.
a) Market risk
The Company operates internationally and a major portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its services from India for contracts in the overseas geographies, primarily in the United States of America and United Kingdom and purchases from overseas suppliers in foreign currencies. The Company holds derivative financial instruments such as foreign exchange forward and option contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The exchange rate between the Indian rupee and foreign currencies has changed substantially in recent years and may fluctuate substantially in the future. Consequently, the results of the Company's operations may be affected as the Rupee fluctuates against these currencies.
5% appreciation/ depreciation of the respective foreign currencies with respect to functional currency Firstsource Solutions Limited would result in increase / decrease in the Company's profit before tax approximately I 333.26 for the year ended March 31, 2024 (March 31, 2023: I 300.25).
Derivative financial instruments
The Company holds derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in exchange rates on foreign currency exposures. The counterparty for these contracts is generally a bank. These derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace.
The fair value of other financial assets and liabilities approximate the carrying value.
The fair value of Mutual and other funds is based on quoted price. Derivative financial instruments are valued based on quoted prices for similar assets and liabilities in active markets or inputs that are directly or indirectly observable in the marketplace. The fair value of equity instruments and preference instruments is based on inputs that are not based on observable market data.
Future cash outflows in respect of certain leasehold properties to which the Company is potentially exposed as a lessee that are not reflected in the measurement of the lease liabilities include exposures from options of extension and termination. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, the Management has considered all relevant facts and circumstances that create an economic incentive for the Company as a lessee to exercise the option to extend the lease or not to exercise the option to terminate the lease as at March 31, 2024. The Company shall revise the lease term when there is a change in the facts and circumstances.
The table below provides details regarding the contractual maturities of significant financial liabilities as at March 31, 2024 and March 31, 2023:
b) Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to I 7,155.75 as at March 31, 2024 (March 31, 2023 : I 6,177.26) and unbilled revenue amounting to I 137.48 as at March 31, 2024 (March 31, 2023 : I 197.33). Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers primarily located in the United States, United Kingdom, Philippines and other locations. Credit risk has always been managed by the Company by continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.
c) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to manage liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company's reputation.
Management expects the recoveries from current financial assets as at the year end and the net cash inflows from operations during the ensuing financial year to be sufficient for the Company to be able to meet these obligations of lease and other significant financial liabilities. In addition, the Company also has unused lines of credit.
26 Employee stock option plan
Employee stock option Scheme 2003 (‘Scheme 2003’)
The Employee Stock Option Scheme 2003 ('the Scheme') approved by the Board of Directors and the members of the Company and administered by the Nomination & Remuneration Committee ('the Committee') is effective 11 October, 2003. The key terms and conditions included in the scheme are in line with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ( as amended by SEBI (shared based employee benefits) Regulations, 2014).
As per the Scheme, the Committee issued stock options to the identified employees at an exercise price equal to the fair value on the date of grant and there stock options would vest in tranches over a period of four years as stated below and shall be exercised within a period of ten years from the date of the grant of the options.
Firstsource Solutions Limited Employee Stock Option Plan 2019 (‘ESOP 2019 PLAN’)
“The Company established ESOP 2019 Plan, pursuant to approval of the Board of Directors and the shareholders at the Annual General Meeting on August 2, 2019 and administered by the Committee. The key terms and conditions included in the ESOP 2019 Plan are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended.
As per the ESOP 2019 Plan, the Committee will issue stock options to the identified eligible employees/ director(s) of the Company and its Subsidiaries at an exercise price which will be the face value of the Shares or any higher price which may be decided by the Committee considering the prevailing market conditions and the norms as prescribed by the Securities and Exchange Board of India ('SEBI') and other relevant regulatory authorities. Further the stock options under the said plan would vest & be exercisable in tranches as determined by the Committee.
The ESOP 2019 Plan is proposed to include grants to identified eligible employees under the Long Term Incentive Structure ('LTI'). The LTI will be tenure based or performance based as per the vesting conditions below: •Attainment of options can range between 0% and 150% of tranche eligible for vesting for the respective performance measurement period. Each tranche is separate. Performance and vesting in one period has no bearing on performance and vesting in another period;
Under both the above structures grants will be issued at face value of the shares or any higher price which may be decided by the Committee and will have an exercise period upto ten years as per the Scheme and as determined by the Committee.
The ESOP 2019 Plan shall be implemented by the Firstsource Employee Benefit Trust ('the Trust') which will be administered by the Committee. The Company shall provide financial assistance to the Trust for secondary acquisition of equity shares of the Company for the purpose of implementation of ESOP 2019 Plan. The terms and conditions for the financial assistance provided shall be in Compliance with the Companies Act, 2013 read with Companies (Share Capital and Debenture) Rules, 2014 and SEBI regulations.
During the year ended March 31, 2024, the Trust has purchased 100,000 (31 March 2023: 1,930,000) equity shares through secondary acquisition. As on 31 March 2024, the trust holds 9,376,900 (31 March 2023: 15,589,182) number of equity shares.
GRANTS TO THE MANAGING DIRECTOR & CEO (MD & CEO) UNDER ESOP 2019 PLAN
In view of the Shareholder's approval via postal ballot on October 30, 2023 through a special resolution wherein it was approved that the MD & CEO shall be entitled to participate in the equity based LTI of the Company. Accordingly the Committee on September 1, 2023 has approved the grant of 4,500,000 options under ESOP Plan 2019 at the face value of I 10/- of the shares to the MD and CEO which is performance based structure. The brief details of these grants are mentioned herein below:
The expense arises from equity settled share based payment transaction amounting to I 31.34 and I 227.92 for the year ended March 31, 2024 and March 31, 2023 respectively. The cost related to employee stock options of its subsidiary companies is recognised as addition to investment. Accordingly, the amount of I 14.63 and I 13.68 is recognised as investments in Firstsource Solutions UK Limited for the year March 31, 2024 and March 31, 2023 respectively I 20.98 and I 100.43 is recognised as investment in Firstsource Group USA Inc. for the year March 31, 2024 and March 31, 2023 respectively.
28 Employee benefits
The Company has a defined benefit gratuity plan in India (funded). The Company's defined benefit gratuity plan is a final salary plan for employees, which requires contributions to be made to a separately administered fund.
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, Indian employee who has completed five years or more of service is entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy.
Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes the asset-liability matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks. The Board of Trustees decides its contribution based on the results of this annual review. Generally, investments are in debt mutual funds. Annual contributions are at a level such that no plan deficits (based on valuation performed) will arise.
a) Gratuity plan
The following table sets out the status of the gratuity plan:
Reconciliation of opening and closing balances of the present value of the defined benefit obligation and fair value of planned assets:
29 Segment reporting
As per Ind AS 108 - Operating Segments ('Ind AS 108'), if a financial report contains both consolidated financial statements of a parent that is within the scope of this Ind AS as well as the parent's separate financial statements, segment information is required only in the consolidated financial statements. Accordingly, information required to be presented under Ind AS 108 has been given in the consolidated financial statements of the Company.
Basic earnings per share is calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year, excluding equity shares purchased by the Company and held as treasury shares.
Diluted earnings per share is calculated by adjusting the weighted average number of equity shares outstanding during the year for assumed conversion of all dilutive potential equity shares. Employee share options are dilutive potential equity shares for the Company.
31 Capital and other commitments and contingent liabilities
|
March 31, 2024
|
(I in million) March 31, 2023
|
a) The estimated amount of contracts remaining to be executed on capital account and not provided for (net), against which advances paid are I 29.76 (March 31,2023 - I 0.59)
|
358.22
|
337.67
|
b) Claims not acknowledged as debts
|
1.35
|
1.35
|
c) Guarantees given to the Government of India, Customs and Central excise department in relation to future duty obligation and letter of credit given (Refer table below)
|
16,020.77
|
15,741.60
|
d) The Company has a purchase commitment towards Nanobi Data and Analytics Private Limited for the Optionally Convertible Debentures of I 100 per unit of 1,20,000 units.
|
12.00
|
12.00
|
Guarantees
|
|
(I in million)
|
|
March 31, 2024
|
March 31, 2023
|
Guarantees given for working capital facilities and finance lease on behalf of Firstsource Solution UK Limited (FSL-UK)
|
2,415.75
|
2,337.89
|
Guarantees given for credit facilities and term loans on behalf of Firstsource Group USA, Inc. (FG US)
|
13,595.02
|
13,393.71
|
Guarantees given to the customer and others*
|
10.00
|
10.00
|
|
16,020.77
|
15,741.60
|
Direct tax matters
33 Corporate social responsibility (CSR)
As per Section 135 of the Companies Act, 2013, funds have been contributed by the Company to the RP-Sanjiv Goenka Group CSR Trust and are to be utilized on the activities which are specified in Schedule VII to the Act. The areas identified by the CSR trust includes activities for promoting healthcare, art / culture, sports and education as the four priority areas to be pursued in phases and in a manner aligned with the CSR rules and regulations.The trust has informed that they are working on a project to set up school which will offer IB and IGCSE courses. The amount paid towards our contribution is being utlized to purchase land for setting up this school.
34 Micro, small and medium enterprises
There are no outstanding dues to Micro and Small enterprises as at March 31, 2024 and March 31, 2023 respectively. Micro and Small Enterprises have been identified based on information collected by the Company.
I ncome tax demands amounting to I 1,917.41 (March 31, 2023: I 1,872.94) for the various assessment years are disputed in appeal by the Company in respect of which it has favourable decisions supporting its stand based on the past assessment or otherwise and hence, the provision for taxation is considered adequate. The Company has paid I 10.38 (March 31, 2023: I 10.38) tax under protest against the demand raised for the assessment year 200405, I 12.50 (March 31, 2023: I 12.50) tax under protest against the demand raised for the assessment year 2009-10, I 80.00 (March 31, 2023: I 80.00) tax under protest against the demand raised for the assessment year 2011-12. I 5.00 (March 31, 2020: I 5.00) tax under protest against the demand raised for the assessment year 2014-15, I 2.50 (March 31, 2023: I 2.50) tax under protest against the demand raised for the assessment year 2015-16.
Indirect tax matters
Service tax demands amounting to I 192.52 (March 31, 2023: I 192.52) in respect of service tax input credit and FCCB issue expenses is disputed in appeal by the Company. The Company expects favourable appellate decision in this regard.
The Company's pending litigations comprise of claims against the Company and pertaining to proceedings pending with Income tax and service tax. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in the financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial statements.
*Guarantees given pertain to guarantees given to customers and the Government of India, Customs and Central Excise department towards future duty obligations.
32 Long-term contracts
The Company has a process whereby yearly all long-term contracts (including derivative contracts) are assessed for material foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under any law / Accounting Standards for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.
36 Subsequent events
The Board of directors at its meeting held on May 3, 2024 has approved the consolidated financial statements as at and for the year ended March 31, 2024.
|