Ref No.

: OTL/Secretarial/SE/2025-26/21

Date: June 23, 2025

To,

Bombay Stock Exchange Limited National Stock Exchange of India Ltd.,

Phiroz Jeejeebhoy Towers, Plot No. C/1 'G' Block
Dalal Street, Mumbai – 400023 Bandra – Kurla Complex
Bandra East, Mumbai 400051

Ref: Scrip Code - BSE: 517536 NSE: ONWARDTEC

Subject: Submission of Annual Report of Onward Technologies Limited (“the Company”) for the
financial year ended March 31, 2025.

Dear Sir/Madam,

Pursuant to the provisions of Regulation 34(1) of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, read with amendments thereto, please find enclosed herewith the
copy of Annual Report of the Company for the financial year ended March 31, 2025 along with Notice
convening the 34th Annual General Meeting (“AGM”) of the Company and the same will be circulated
to the shareholders through electronic mode.

The AGM of the Company will be held on Wednesday, July 16, 2025 at 03:00 pm IST through video
conferencing and other audio-visual means (“VC/OAVM”).

Further, the Notice of the AGM and the copy Annual Report for the financial year ended March 31,
2025 is available on the website of the Company at www.onwardgroup.com , Stock Exchanges i.e. BSE
Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and
www.nseindia.com , respectively. and National Securities Depository Limited (“NSDL”) at
www.evoting.nsdl.com

This is for your information and records

For Onward Technologies Limited

VINAV AGARWAL Digitally signed by VINAV AGARWAL
Date: 2025.06.23 17:55:16 +05'30'

Vinav Agarwal
Company Secretary & Compliance Officer
Membership No :- A40751

Regd. address.: 2nd floor, Sterling Centre, Dr. A.B. Road, Worli, Mumbai 400018. Tel: +91 22 24926570
CIN: L28920MH1991PLC062542 | email: [email protected] | website: www.onwardgroup.com

Mumbai | Pune | Chennai | Bengaluru | Hyderabad | Chicago | Detroit | London | Frankfurt | Amsterdam | Toronto
YOUR TRUSTED
OUTSOURCING
PARTNER
FOR DIGITAL AND ER&D SERVICES

Annual Report 2024-25

INDEX
CORPORATE FINANCIAL
01 OVERVIEW
101 STATEMENTS
20 245
01 Your Trusted Outsourcing Partner Consolidated
02 Corporate Information
101 Independent Auditor’s Report
03 FY2024-25 Highlights
110 Balance Sheet
04 About Onward Technologies
111 Statement of Profit and Loss
06 Our Offerings
112 Statement of Cash Flows
10 Message from the Chairman's Desk
114 Statement of Changes in Equity
12 Message from the MD's Desk
14 Financial Highlights
16 Operational Highlights
Standalone
18 Our People 173 Independent Auditor’s Report
20 Corporate Social Responsibility 184 Balance Sheet
185 Statement of Profit and Loss
186 Statement of Cash Flows

21 STATUTORY 188 Statement of Changes in Equity

REPORTS
100
21 Directors’ Report
40 Business Responsibility and 246 NOTICE
Sustainability Report
69 Management Discussion and
258
Analysis
79 Report on Corporate Governance

Forward-looking statements
The report contains statements that relate to the
Company’s future operations and performance. These
statements can be identified by the usage of words
such as ‘believes’, ‘estimates’, ‘anticipates’, ‘expects’,
‘intends’, ‘may’, ‘will’, ‘plans’, ‘outlook’ and other words
of similar meaning in connection with a discussion
of future operating or financial performance. These
forward-looking statements are dependent on
assumptions, data or methods that may be inaccurate
or imprecise and hence are not guarantees of future
operating, financial and other results. They constitute
our current expectations based on reasonable
assumptions. The Company’s actual results could
materially differ from those projected in any forward-
looking statements due to various future events, risks,
and uncertainties some of which are beyond our
control. The Company does not assume any obligation
to update or revise any forward-looking statements,
whether as a result of new information, future events For more details, please visit:
or otherwise. www.onwardgroup.com
At Onward Technologies, we serve as a trusted
outsourcing partner to our clients, blending deep
industry expertise, cutting-edge technology,
and an unwavering commitment to quality. Our
purpose is clear − to support OEMs in achieving
their goals and staying ahead of the curve.
We have sharpened our strategic focus around three key verticals: Industrial Equipment
& Heavy Machinery, Transportation & Mobility, and Healthcare & Life Sciences. Our
presence in these industries allow us to offer deeper insights, deliver highly relevant
solutions, and create sustainable long-term value. By working as an extension of our
clients’ R&D and innovation teams, we are fostering collaborative relationships that drive
better business outcomes.

To support this focus, we’ve enhanced our global delivery model with upgraded
infrastructure and a balanced onsite-nearshore-offshore mix. We establish dedicated
Offshore Development Centres (ODCs) under a Managed Services model, enabling
greater control, scalability, and long-term alignment for our strategic clients.

We continue to invest in talent through upskilling and deepening domain-specific

capabilities to stay ahead in a fast-evolving technology landscape.

As our clients innovate and scale, we remain a committed and dependable partner in
their transformation journey.

YOUR TRUSTED
OUTSOURCING
PARTNER
Onward Technologies Limited Annual Report 2024-25

CORPORATE INFORMATION
BOARD OF DIRECTORS

MR. HARISH MEHTA MR. JIGAR MEHTA

Founder & Executive Chairman Managing Director

MR. JAY SONAWALA MR. HARSHA RAGHAVAN

Non-Executive Independent Director Non-Executive
Chairman of Audit Committee (AC) Non-Independent Director

MS. NIRANJANI CHANDRAMOULI MR. JAI DIWANJI

Non-Executive Independent Director Non-Executive Independent Director
Chairman of Risk Management Chairman of Stakeholders Relationship
Committee (RMC) Committee (SRC)

MR. DHANPAL JHAVERI

Non-Executive Independent Director
Chairman of Nomination and
Remuneration Committee (NRC)

STATUTORY AUDITORS WEBSITE

B S R & Co. LLP, Chartered Accountants www.onwardgroup.com

INTERNAL AUDITORS INVESTOR RELATIONS

Ahuja Valecha & Associates LLP [email protected]
Tel No.: +91 22 2492 6570

SECRETARIAL AUDITORS
Nilesh A. Pradhan and Co., LLP REGISTRAR AND TRANSFER AGENTS
MUFG Intime India Pvt. Ltd.
C-101, 247 Park,
REGISTERED OFFICE
L.B.S Marg, Vikhroli West,
Sterling Centre, 2nd Floor
Mumbai – 400 083
Dr. A.B. Road, Worli,
Mumbai – 400 018

BANKERS
CORPORATE IDENTITY NUMBER ICICI Bank
L28920MH1991PLC062542 HSBC
Citibank

02
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

FY 2024-25 Highlights

PERFORMANCE THAT REFLECTS

OUR CREDIBILITY
FINANCIAL PARAMETERS

`498.5 Crore 9.1% `104.9 Crore

Total Revenue EBITDA Margin Cash and Bank Reserves

17% CAGR
Revenue (FY2022-25)
28% CAGR
EBITDA (FY2022-25)
10 Years
Consistent dividend payouts

OPERATIONAL QUALITY

84%
Top 25 Client Contribution
57%
Industrial Equipment &
38%
Transportation & Mobility
Heavy Machinery (IE&HM) (T&M)

INFRASTRUCTURAL STRENGTH PEOPLE PROWESS

12
Total offices
6
Country presence
2,581
Total employees

03

03
Onward Technologies Limited Annual Report 2024-25

About Onward Technologies

ENABLING EXCELLENCE WITH A

TRUSTED PARTNERSHIP
Onward Technologies empowers global businesses with next-gen engineering
and digital solutions that accelerate innovation and deliver measurable outcomes.
From product design to intelligent systems and connected platforms, we bring
deep technical expertise across diversified domains. With delivery hubs in India
and a global footprint spanning six countries, our agile engagement models ensure
speed, scalability, and alignment with our clients’ growth goals. Whether enabling
smarter mobility, automating complex machinery, or transforming healthcare, we
focus on engineering outcomes that drive long-term success and lasting value.

34
Years of enabling
excellence

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Corporate Overview Statutory Reports Financial Statements

OUR VISION OUR MISSION OUR VALUES

To become one of the most We are on a mission to help
preferred Technology Services clients shape the imagination of Openness
partners for top global a new world by leveraging our
companies that are leading domain knowledge and delivery
innovation at the intersection of experience across connected Hunger for Excellence
the digital and physical worlds. systems, engineering R&D, and
digital transformation.
Customer First

Responsive

Integrity

WHY WE WIN

Design Thinking & Digital Robust Processes & Specialised Global Talent & Collaborative
Transformation Tools Culture
A strong focus on design Field-tested processes and A diverse global talent pool
thinking, digital transformation, advanced tools ensure fostered by a performance-
and product engineering, driving operational efficiency, continuous driven, learning-oriented, and
innovation and business success improvement, and added value collaborative work environment

Agile & Scalable Delivery

Rapid talent mobilisation
through innovative talent
acceleration programmes,
ensuring flexible and customer-
aligned service delivery

Cost Efficiency & Value

Maximisation
A value-driven cost structure
offering up to substantial savings
on total engagement costs,
backed by productivity-driven
enhancements

05
Onward Technologies Limited Annual Report 2024-25

Our Offerings

DELIVERING INDUSTRY-FOCUSSED
SOLUTIONS
We create real value through scalable, future-ready services by channelling our
strengths into areas of proven impact. Our commitment to excellence, continuous
innovation, and close client alignment empowers businesses to accelerate their goals,
stay resilient, and lead in a fast-evolving digital landscape.

OUR FOCUSSED INDUSTRY VERTICALS

INDUSTRIAL EQUIPMENT &

HEAVY MACHINERY
Empowering industrial transformation through
advanced engineering and smart technology
integration

TRANSPORTATION & MOBILITY

Driving innovation across the automotive and rail
transportation ecosystem with deep domain expertise
and digital-first solutions

HEALTHCARE & LIFE SCIENCES

Supporting healthcare advancements with
high-precision engineering and reliable
digital enablement

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DRIVING IMPACT ACROSS INDUSTRIES

INDUSTRIAL EQUIPMENT & HEAVY MACHINERY

We develop solutions for equipment ENHANCING OFF-HIGHWAY PERFORMANCE
design, Industry 4.0, process WITH ER&D AND DIGITAL SOLUTIONS
modelling, IoT integration, and virtual Onward Technologies provides cutting-edge
ER&D and digital services to enhance off-highway
commissioning, preparing businesses for vehicle performance across Construction, Mining,
the next phase of industrial evolution. Our Forestry, and Agriculture. With expertise in advanced
digital transformation services support simulations, and digital engineering, we deliver
connected factories and industrial high-performance, cost-efficient, and future-ready
solutions for global OEMs. Backed by engineering
automation. excellence in India and North America, we offer end-
to-end solutions that drive efficiency, innovation, and
Sectors served: Off-highway (construction,
long-term value for the off-highway industry.
agriculture, mining, road building), oil and gas,
energy, water, steel, and plastic.
Key capabilities
 Engine Components: Heavy fabrication, advanced

57%
FEA & CFD, wiring harness, and fluid line design
 Advanced Simulations: Sheet metal, castings, and
Consolidated revenue contribution from forgings analysis for structural integrity
Industrial Equipment & Heavy Machinery
 Digital Engineering: CAD customisation, cloud
during FY 2024-25
architecture, UI/UX design, and automated testing

OVERVIEW OF OUR PARTNERSHIP WITH A GLOBAL OFF-HIGHWAY OEM

Digital Engineering
 CAD Customisation
 Manual & Automation Testing
Hydraulics  Cloud Architecting
 Schematics  Tableau and PowerBI
 Concept Design  UI UX Design

2+ 7+
Virtual Simulation Design Years Years
 Sheet Metal
 Castings Forgings

10+
4+
Years and
Years
Continuing

 Wiring Harness The preferred

 Engine & benchmarking &
Components cost-optimised
 Manufacturing digital engineering
Engineering partner

07
Onward Technologies Limited Annual Report 2024-25

Case study - Warranty Analytics with Generative AI

Problem statement failure descriptions. A user-friendly interface

A leading global agricultural equipment OEM was developed for dealers to upload data,
struggled with manual processing of dealer while a scalable architecture was implemented
comments, resulting in delayed warranty claim to support large data volumes and future
processing, high operational costs, and inconsistent expansion.
data quality due to non-standardised inputs.
Manual data entry further contributed to errors and Impact
inefficiencies in root cause analysis. The AI-driven solution reduced manual effort
by 75% and cut warranty claim processing time
Solution from days to hours. Improved data extraction
Onward Technologies leveraged Azure OpenAI’s accuracy enabled reliable root cause analysis
Generative AI to automate data extraction from and better decision-making. Faster claim
dealer comments. Custom-supervised learning resolution enhanced customer satisfaction,
models were trained to recognise patterns, while automation and process optimisation
accurately identifying parts, assembly names, and delivered significant cost savings for the client.

90%
Accurate data extraction
achieved

HEALTHCARE & LIFE SCIENCES

4%
We accelerate medical device development
and testing, drive digital information solutions,
and optimise supply chains, enabling patient-
Consolidated revenue contribution from
centric innovations at reduced costs. This high-
Healthcare & Life Sciences during FY 2024-25
growth vertical remains a priority, with continued
investments to enhance our expertise.

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Corporate Overview Statutory Reports Financial Statements

TRANSPORTATION & MOBILITY

We deliver high-quality software solutions with a first-time right approach, ensuring
cost-effective engineering. Our expertise spans embedded software, AUTOSAR,
middleware stacks, bootloaders, ADAS, and electric and connected vehicles.

38%
Consolidated revenue contribution from Transportation &
Mobility during FY 2024-25

Case study - Automotive

Design & Simulation of e-Powertrain Motor

Opportunity
A leading European EV specialist required the design
and simulation of high-performance e-powertrain
motors to achieve higher efficiency, power density,
and cost optimisation.

Solution
Onward Technologies developed 100kW and 250kW
Interior Permanent Magnet (IPM) motors with
high-speed capabilities of 30krpm and 35krpm, Features
respectively. The motors featured hairpin winding  High-speed IPM motors: 100kW (30k rpm) and
with wave winding configuration, optimising AC 250kW (35k rpm); latest models reach 42k rpm
loss reduction and copper fill factor. Advanced  100kW: sleeveless design; 250kW: available in
electromagnetic design ensured high saliency ratio, both sleeved and sleeveless
while rotor structures were engineered to withstand
 Hairpin winding with wave configuration and
370Mpa stress using conventional steel.
80% copper fill factor
Impact  Reduced AC losses and high-power density at
max speed
Onward Technologies is among the few industry
players to have successfully implemented hairpin  Rotor withstands 370 MPa stress using
winding design. The project led to best-in-class conventional steel
weight and power density optimisations, significant  High saliency ratio design enables magnet
cost savings, and six patent filings by the Tier-1 client mass <1.3kg
based on the work done.
Benefits
 Industry leading benchmark: Up to 98%

98% 80%
efficiency at continuous power
 Among few globally to master hairpin winding
design
Industry-leading AC loss reduction
 Optimised for superior weight-to-power density
efficiency achieved and copper fill factor
by the IPM motors achieved  Significant cost savings from reduced weight
and advanced design

09
Onward Technologies Limited Annual Report 2024-25

MESSAGE FROM THE

CHAIRMAN'S DESK
Dear Stakeholders,
The Engineering Research & Development (ER&D)
landscape is undergoing a profound transformation,
fuelled by rapid advancements in Artificial Intelligence,
robotics, cloud computing and automation. These
disruptive technologies are reshaping industries,
redefining business operations, accelerating process
optimisation, product innovation, and digital
transformation. Organisations are integrating AI-driven
solutions to enhance efficiency, scale operations, and
maintain a competitive edge.

India’s ER&D sector continues to build on strong

momentum, maintaining its position as the fastest-
growing export segment within the technology
landscape. The broader technology sector is pivotal
in the country’s growth story, contributing 7.3% to
the national GDP and accounting for 43-45% of total
services exports, as per the NASSCOM Strategic Review
2025. With 57-58% of global sourcing spend and over
1,750 Global Capability Centres (GCCs) operating
from India, the country is evolving from a traditional
service hub to a nucleus of innovation and product
engineering, positioning itself as a global leader in
digital transformation and engineering excellence.

At Onward Technologies, we recognise these

fundamental shifts and are strategically positioned
to drive meaningful contributions in this evolving
ecosystem. Our focussed approach enables us to align
with high-growth industries, deepen engagements with
top-tier global OEMs, and scale our offshore revenue
streams. We continue to prioritise core verticals such
as Industrial Equipment, Transportation & Mobility,
and Healthcare & Life Sciences, which are expected to
drive a significant share of global ER&D investments
in the years ahead. By expanding wallet-share growth,
investing in emerging competencies, and strengthening
relationships with strategic clients, we continue to push
the boundaries of innovation and excellence.

The global trade environment, however, remains India’s ER&D sector

dynamic. Recent tariff actions by the United States,
one of India’s largest markets, have created short- continues to build on strong
term challenges for export-oriented sectors such as
engineering and technology. These developments will
momentum, maintaining
likely impact cost structures and sourcing decisions its position as the fastest-
across the value chain. At Onward, we remain
focussed on delivering high-value, innovation-led growing export segment
solutions that help our clients navigate evolving global
dynamics while continuing to strengthen our offshore within the technology
value proposition.
landscape.”

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The future of ER&D demands a reimagining of At Onward Technologies, we believe that sustainable
traditional engineering processes. AI-driven processes growth is a continuous journey, not a destination. Our
already enable rapid iteration, real-time collaboration, vision is anchored in consistent, long-term progress,
and efficient workflows. These are increasingly enabling us to leverage our strengths while remaining
becoming the norm as companies embrace agile in adapting to industry shifts. A key enabler of our
technology-driven transformation. Organisations that success is our people. We are committed to learning,
invest in intelligent tools and integrated platforms are development, and workforce empowerment, ensuring
achieving faster innovation cycles and agile product that our teams are equipped with future-ready skills
development. With improved access to structured data that meet the evolving needs of our clients. Our
and analytics, engineering teams can detect patterns, structured upskilling programmes help us stay ahead
refine designs, and drive efficiencies across the entire of the curve in a dynamic technology environment,
product lifecycle. delivering high-value outcomes to global enterprises.

Underpinning this transformation is the continued THE ROAD AHEAD: A YEAR OF OPPORTUNITY
emphasis on talent. The ability to upskill and equip
As we step into FY 2025-26, we anticipate a
engineers, developers, and researchers with future-
transformative year filled with immense opportunities.
ready capabilities remains a critical priority, ensuring
Our continued focus on core verticals, operational
teams are empowered to deliver greater value in
optimisation, and strategic talent investment is laying
increasingly complex global environments.
the foundation for sustained growth and long-term
success. The next wave of industry evolution will be
LOOKING AHEAD: KEY PRIORITIES FOR THE
defined by AI-powered intelligence, hyper-connected
FUTURE
ecosystems, and digital-first business models.
Deeper Client Integration Organisations that embrace these advancements
The shift from transactional engagements to long-term, with agility and foresight will shape the future of
value-driven collaborations is accelerating. Businesses enterprise innovation.
are forging strategic partnerships with their technology
providers, seeking holistic solutions that drive efficiency, AI is no longer just a tool – it is the driving force behind
scalability, and innovation. modern business strategy. In 2024, Generative AI
dominated discussions. In 2025, the focus shifts to
Optimised Global Delivery Models Agentic AI – a paradigm where AI systems don’t just
Scaling operations efficiently while maintaining cost assist but act autonomously, learn dynamically, and
agility remains a top priority. Enterprises will need collaborate intelligently. By 2030, business leaders will
to leverage an optimal mix of offshore, nearshore, function like AI conductors, orchestrating AI-powered
and onshore capabilities, supported by AI-driven systems that drive strategic decision-making and
automation, to ensure resilience in a rapidly evolving enterprise-wide transformation. The future belongs
business landscape. to organisations that harness AI as a core business
enabler, seamlessly integrating it into every facet
Investment in Emerging Competencies of their operations.
As the pace of technology adoption continues to rise,
organisations must invest in specialised skill sets across As we embark on this journey, I extend my deep
cloud platforms, data engineering, and automation. gratitude to our employees, customers, partners, and
Proactively developing deep expertise in these areas stakeholders. Your unwavering trust and support fuel
will be key to driving next-generation innovation and our progress. Together, we will navigate the future
building operational resilience. with resilience, foresight, and a shared commitment to
building a smarter, more sustainable world.
This talent imperative is reflected across the Indian
technology landscape. As per NASSCOM’s review, the
Harish Mehta
tech sector employs 5.8 million professionals, with 36%
Founder & Executive Chairman
representation from women, and added 126,000 net
new jobs in FY 2024-25, marking a 1.4x increase over the
previous year.

11
Onward Technologies Limited Annual Report 2024-25

MESSAGE FROM THE MANAGING

DIRECTOR'S DESK
Dear shareholders,
At Onward Technologies, we remain committed to
disciplined execution, measurable impact, and long-term
value creation. FY 2024-25 was a year of growth, where
we deepened our client relationships, optimised delivery,
and strengthened our talent ecosystem. We reinforced
our position as a trusted software outsourcing partner for
our customers by aligning our capabilities with evolving
market needs.

Our performance in FY 2024-25 underscores steady growth

and strong business fundamentals. Total revenue grew
3.9% YoY to ₹498.5 crore, with an EBITDA margin of 9.1%,
highlighting operational efficiency. Our emphasis on
agility and excellence allowed us to navigate industry shifts
effectively and stay ahead of the curve. We announced the
recommendation of a final dividend of 50%, amounting
to ₹5 per share, by our Board of Directors. This proposal
awaits your approval at our upcoming 34th Annual General
Meeting. It will be our 10th consecutive year of declaring a
dividend.

This is also my 10th year as Managing Director, a period

through which brand Onward Technologies has gone
from strength to strength. The company’s key operational
and financial metrics have improved consistently, and our
cash reserves are now at ₹104.9 crore. I’d like to take this
moment to express gratitude to our clients, shareholders,
and entire team for staying invested in the future of
Onward Technologies.

Evolving external environment

The engineering and digital transformation industry is
undergoing a major shift. According to NASSCOM-BCG
the ER&D Advantage – Frontiers for 2030 report, Global
Engineering R&D (ER&D) spending is projected to go from
$1.5-1.8 trillion in 2023 to $2.5-3.3 trillion in 2030, at a CAGR
of 8-9%. India bound ER&D outsourcing is estimated to
grow from $46 billion to $170 billion in the same period.
According to the most conservative estimates, our clients
will close 2025 with a spend of $23 billion allocated to ER&D
outsourcing. These growth rates outline the nature and
quantum of the opportunity for sustainable growth in
revenues.

A focus on customer centricity, agility, and operational

efficiency make us a trusted technology partner for global
OEMs looking at cost-effectively leveraging India’s breadth
At Onward Technologies, and depth of technical talent. As companies increase R&D
offshoring, we are expanding our capability centres, helping
we remain committed clients make significant technological strides with our
global delivery model.
to disciplined execution,
Scaling with purpose
measurable impact, and Building on our strong foundation, FY 2025-26 will be a
long-term value creation.” year of execution, deeper client partnerships, and industry-

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Corporate Overview Statutory Reports Financial Statements

focussed innovation. Our commitment to Original multiple delivery models – whether by scaling our presence
Equipment Manufacturers (OEMs) in Industrial Equipment in the US and Europe or setting up ODCs at our capability
& Heavy Machinery (IE&HM), Transportation & Mobility centres in India and through our trusted partnerships with
(T&M), and the newly created Healthcare & Life Sciences their GCCs.
(HCLS) vertical will continue to drive our long-term success.
With these industries, projected to account for nearly 50% Talent management
of global ER&D spending by 2030, we have significant We have observed a shift in customer preferences towards
opportunities to scale and extend out impact. technical Subject Matter Experts (SMEs) with specialised
program management skills, prompting us to refine talent
For FY 2025-26, we have undertaken CAPEX budget of strategy to deepen expertise across key verticals.
₹12 crore to upgrade office infrastructure in Pune and
Chennai, and enhance lab and hardware capabilities in our Our talent development approach is guided by the
design centres. These investments are directly aligned with principle of unlearning, learning, and re-learning – ensuring
client needs and delivery expansion for dedicated offshore adaptability and continuous improvement. Clients
design centers (ODCs). Additionally, we are realigning our have recognised our investment in capability-building,
global reach, setting up new project offices next to our strengthening our position as a trusted technology partner.
large clients in USA, UK, and Germany. This will facilitate Moving forward, we will continue to invest in training
ramp up of their ER&D projects at speed. and talent acquisition, ensuring we attract and retain
the best engineering talent. With 2,581 employees across
Looking ahead, we are stepping into a new phase of key locations, we have the expertise to drive high-impact
growth with a sharper sense of direction. The strength solutions at scale.
of our execution model gives us the confidence to chart
a clear path forward. Over the next three years, we are A clear runway for growth
targeting double-digit growth in both revenue and
FY 2025-26 presents immense opportunities as we sharpen
EBITDA, largely driven by our existing client base.
our focus on execution and sustained growth. With a
strong foundation, we are set to scale new heights by
Operational success
leveraging deep industry expertise, expanding offshore
A key milestone in FY 2024-25 was our transition to operations, and enhancing delivery capabilities.
a vertical-focussed organisation, improving resource
allocation, delivery efficiency, and client alignment. A key priority will be expanding wallet share within existing
Our global delivery network, supported by centres of OEM clients, ensuring disciplined execution and deeper
excellence and embedded labs, ensure high-quality, engagement. Our ability to execute complex engineering
cost-efficient solutions. projects, provide niche technical skills, and deliver
measurable value reinforces our leadership in the industry.
Reflecting our focussed approach to scaling high- While the opportunities ahead are immense, we recognise
value partnerships, 84% of our total revenue currently that challenges may arise along the way.
comes from our top 25 clients. We continue to deepen
relationships with key OEMs that have the potential However, our resilience, adaptability, and execution focus
to contribute $ 10 million or more in annual revenue. will enable us to turn these challenges into opportunities.
Moreover, our existing wallet share within these OEMs With a clear roadmap, strategic vision, and a dedicated
presents a significant growth opportunity, and our team, I am confident Onward Technologies will continue to
strategic initiatives are designed to capture a larger portion achieve new milestones and drive sustained success in the
of their R&D spend. years ahead.

In FY 2024-25, we served around 80 clients globally. As we

deepen engagements and build strategic partnerships,
we expect this number to consolidate further. Our clients With warm regards,
are predominantly based in North America and Europe,
and these regions will remain our geographic focus. At the Jigar Mehta
same time, we are well-prepared to support them through Managing Director

Dividend growth last 10 years 5.0 5.0

3.0 3.0 3.0

1.5 1.5 1.5

1.0 1.0
149.9 153.7 157.0 239.7 243.2 524.8 664.6 671.2 1130.2 1134.0 (Approx.)
FY 16 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25

Amount in ` Amount in ` in Lakhs

13
Onward Technologies Limited Annual Report 2024-25

Financial Highlights

PERFORMANCE BUILT ON TRUST

Revenue From Operations (` in Crore) EBITDA & EBITDA Margins (` in Crore and %)

491.3 52.2
44.7
472.4
11.1%
29.3 9.1%

440.9
6.6%

FY FY FY FY FY FY
2022-23 2023-24 2024-25 2022-23 2023-24 2024-25

EBITDA EBITDA Margin

PBT & PBT Margins (` in Crore and %) PAT & PAT Margins (` in Crore and %)

45.2 33.9

36.3 7.2% 27.1

18.0 9.6%
5.5%
7.4% 11.5

4.1%
2.6%

FY FY FY FY FY FY
2022-23 2023-24 2024-25 2022-23 2023-24 2024-25

PBT PBT Margin PAT PAT Margin

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Corporate Overview Statutory Reports Financial Statements

Net Worth (` in Crore) Earnings Per Share (EPS) (`)

224.3 14.8
207.1
173.9 11.8

5.1

FY FY FY FY FY FY
2022-23 2023-24 2024-25 2022-23 2023-24 2024-25

15
Onward Technologies Limited Annual Report 2024-25

Operational Highlights

DRIVING GROWTH WITH EXCELLENCE

Our focus on operational excellence, and market expansion has driven strong business
performance. With a commitment to agility and value creation, we have strengthened
our capabilities, optimised efficiencies, and expanded our global reach. As we scale
further, we remain dedicated to driving impactful solutions, enhancing customer
success, and continue to create scalable, de-risked growth opportunities.

REVENUE BY BUSINESS (%) REVENUE BY GEOGRAPHY (%)

Our business mix has evolved in line with market Our geographic revenue mix remains anchored
demand and strategic priorities. ER&D continues in India, the USA, and Europe. India continues to
to lead as our core offering, while Digital play a dual role as both a delivery and revenue
services continues to play a key role in enabling centre, while our presence in the Europe has
innovation-led engagements. At the same time, grown through client expansion and targeted
we have phased out non-core legacy services to investments. USA remains stable, with selective
sharpen our focus on future-ready capabilities. opportunities for deeper engagement.

23 12 13 14
17 35
39 38
34

77
70 63 49 49 52

FY FY FY FY FY FY
2022-23 2023-24 2024-25 2022-23 2023-24 2024-25

India USA Europe

ER&D Digital ITs

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Corporate Overview Statutory Reports Financial Statements

REVENUE BY INDUSTRY (%) REVENUE BY CUSTOMER CONCENTRATION (%)

Industrial Equipment & Heavy Machinery and Our top clients continue to contribute a significant
Transportation & Mobility continue to anchor share of our revenues, reflecting our strong delivery
our industry mix, backed by deep expertise and alignment and client trust. At the same time, we are
strategic accounts. actively nurturing a broader customer base to balance
growth with diversification.

8 8 4

37 38 84 84
30 81

55 52 66
57 66
58
43 50 50
FY FY FY FY FY FY
2022-23 2023-24 2024-25 2022-23 2023-24 2024-25

Industrial Equipment & Heavy Top 5 Top 10 Top 25

Transportation &
Machinery Mobility

Healthcare Others

REVENUE BY ENGAGEMENT MODEL (%)

As client needs evolve, we remain flexible in our
engagement approach – balancing proximity
with scalable delivery to optimise outcomes.

31 28

FY FY
2023-24 2024-25

69
72

Onsite Offshore

17
Onward Technologies Limited Annual Report 2024-25

Our People

TRANSFORMING POTENTIAL INTO

PERFORMANCE
A strong sense of purpose and a commitment to excellence define our people strategy.
Attracting, developing, and retaining top talent remains a priority, supported by a
culture of learning, innovation, and high performance. A sharper recruitment approach,
strengthened performance management, and focussed upskilling ensure teams are
equipped for future challenges. Leadership development, optimised sales strategies,
and a well-being-driven workplace create an environment where individuals can thrive.
Empowered to push boundaries and deliver transformative outcomes, our people play
a vital role in driving success and building lasting client partnerships.

TALENT MANAGEMENT
Our approach to talent management is
focussed on precision hiring and workforce
efficiency. The Talent Acquisition Group (TAG)
has transitioned to a leaner, more specialised
team, ensuring streamlined recruitment
aligned with business needs. This shift
reduces reliance on external hiring firms while
maintaining agility in staffing critical roles.

Over the past year, recruitment has been

focussed on bringing in subject matter
experts (SMEs) across our core verticals. This
targeted hiring growth have been driven by
large customer engagements, particularly
for global OEMs. Our specialised and agile
workforce ensures we effectively meet
evolving client demands.

2,581
Total workforce

PERFORMANCE MANAGEMENT
A structured performance management
framework ensures accountability and continuous
improvement. Regular reviews, targeted training,
and clear career progression pathways drive
efficiency and enhance productivity. 17.3% LTM Attrition

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Corporate Overview Statutory Reports Financial Statements

LEARNING AND DEVELOPMENT

Investing in continuous learning is a
key priority, ensuring our workforce
is equipped with future-ready skills
tailored to specific client projects
and industry demands. Customised
training programmes enhance
domain expertise, drive innovation,
and increase revenue per employee.
By aligning learning initiatives with
evolving industry needs and Request
for Quotations (RFQs), we support
career progression, organisational
growth, and the delivery of value-
driven solutions for global clients.

REWARDS & RECOGNITIONS EMPLOYEE WELLBEING

A market-linked Employee Stock Option Plan (ESOP) A strong people-first culture, built on core values,
ensures performance-driven rewards and long-term fosters an environment of engagement and growth.
value creation. Our structure ties stock allotments Well-being initiatives prioritise employee support,
to market performance, enhancing transparency ensuring a balanced and motivating workplace.
and alignment with business growth. Competitive A commitment to inclusivity, responsiveness, and
compensation and recognition programmes professional development enables individuals to
reinforce a culture of motivation and ownership. thrive while contributing meaningfully to business
success.

ACHIEVEMENTS
For its ability to attract and retain global
talent through effective employer branding
campaigns, Onward Technologies was
recognised as a National Best Employer
Brand by the World HRD Congress!

DRIVING ACCOUNT-BASED GROWTH

Our growth strategy is centred on a top-account,
wallet-share approach. Rather than relying on a
broad-based sales setup, we empower Account
Sales and Account Delivery Managers to deepen
engagement and expand within existing marquee
clients. With strong relationships already in place
across global OEMs with sizeable ER&D outsourcing
budgets, our focus is on unlocking greater value
through domain-led, account-centric execution.

19
Onward Technologies Limited Annual Report 2024-25

Corporate Social Responsibility

BUILDING A BETTER FUTURE, TOGETHER

Our Corporate Social Responsibility (CSR) initiatives are rooted in the philosophy of
empowerment, sustainability, and collective progress. We focus on building a more
equitable and resilient future through investments in education, environmental
sustainability, digital inclusion, and community welfare.

` 47.98 Lakh
Our commitment to social responsibility
in FY 2024-25

DRIVING CHANGE THROUGH ACTION

Education and child welfare
Onward Technologies supports
education-focussed initiatives that empower
underserved communities. Through partners like
Avasara Academy, Ra Foundation, and Saraswati
English Medium School, we provide access to
quality learning, mentorship, and resources. We
also work with the Sonawala Charitable Trust
to support the Shabri Chhatralaya initiative,
enabling 150 Adivasi girls in Gujarat to pursue
education and vocational training – fostering
self-reliance and long-term growth.

Community welfare
We are deeply invested in community welfare and digital
inclusion. Our partnership with the Roti Bank Foundation
has helped ensuring nutrition and food security for
schoolchildren, daily wage workers, and hospital patients.
In the digital space, we are fostering inclusivity through
the DSCI Cybersecurity Skilling Centre in Mumbai, which
provides young women from underserved backgrounds
with industry-relevant cybersecurity training, bridging the
gender gap in STEM and enhancing employability.

Environmental sustainability
Sustainability is integral to building a resilient future, and our initiatives focus on renewable energy and water
conservation. Contributing to the Dignity Lifestyle Foundation’s solar power installation enables us to reduce
energy costs and enhancing resource allocation for healthcare and senior citizen welfare. Additionally, our
support for the Sonawala Foundation’s Shabri Water Conservation Initiative has led to improving agricultural
sustainability and supporting local farmers through building water reservoirs.

20
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Corporate Overview Statutory Reports Financial Statements

Directors’ Report
Dear Members,

The Board of Directors are pleased to present the 34th Annual Report of the Company along with Financial
Statements (Consolidated and Standalone) for the financial year ended March 31, 2025.

1. FINANCIAL AND OPERATIONAL HIGHLIGHTS

Your Company’s financial performance for the year ended March 31, 2025 as compared to the previous
financial year ended March 31, 2024 is summarized below:
(` In Lakhs)

Particulars Standalone Consolidated

Year ended Year ended Year ended Year ended
31.03.2025 31.03.2024 31.03.2025 31.03.2024
Total Income 39,225.94 35,623.22 49,852.92 47,966.41
Finance costs 270.57 144.10 222.25 134.09
Depreciation 1,358.44 1,289.66 1,338.69 1,297.46
Profit before Tax 3,295.73 3,724.77 3,629.98 4,515.70
Total tax expense/(credits) 857.38 951.67 922.21 1,123.93
Profit after Tax 2,438.35 2,773.10 2,707.77 3,391.77

Company’s Performance Highlights: In accordance with the said policy and based
During the financial year 2024-25, your on the Company’s performance, your Directors
Company’s revenue from Operations on at their meeting held on May 16, 2025, have
standalone basis for the year ` 38,107.58 recommended payment of ` 5 (50%) per equity
lakhs as compared to previous year of share of the face value of ` 10 (Rupees Ten only)
` 34,595.20 lakhs, thereby registering growth of each as final dividend for the financial year ended
10.15 % on YoY basis. The Operating profit March 31, 2025. The payment of final dividend is
for the year was at ` 3,295.73 lakhs as subject to the approval of the shareholders at the
compared to ` 3,742.77 lakhs previous year ensuing Annual General Meeting (“AGM”) of the
i.e. an decrease of 11.52% YoY. The net profit Company. The total outflow towards payment of
for the year on standalone basis stood at final dividend will be approximately ` 11.34 crores
` 2,438.35 lakhs as compared to ` 2,773.10 lakhs in resulting in a dividend payout ratio of 46.52% of
the previous year i.e. a decline of growth of 12.07 standalone profits of the Company.
% YoY.
In view of the changes made under the Income
Your Company’s revenue from Operations for the Tax Act, 1961, by the Finance Act, 2020, the
year ended as on March 31, 2025 on consolidated dividends paid or distributed by the Company
basis stood at ` 49,131.61 lakhs as compared to shall be taxable in the hands of the shareholders.
` 47,239.17 lakhs previous year, registering a The Company shall, accordingly, make the
growth of 4% on YoY basis. The Company’s payment of the final dividend after deduction of
net profit for the year ended March 31, tax at source.
2025 on consolidated basis stood at
` 2,707.77 lakhs as compared to the previous year of Your directors’ do not propose to transfer any
` 3,391.77 lakhs. amounts to the general reserves of the Company,
instead have recommended to retain the entire
The basic Earnings per share (EPS) on standalone
profits for the financial year ended March 31, 2025
basis for the year stood at ` 10.78 per share, shows
in the profit and loss account.
a decline of 12.83% as compared to ` 12.37 per
share for the previous year
3. TRANSFER TO INVESTOR EDUCATION &
2. DIVIDEND AND TRANSFER TO RESERVES PROTECTION FUND:
Your Company’s policy on Dividend Distribution is In accordance with the applicable provisions of
available at www.onwardgroup.com/Investors Companies Act, 2013 (hereinafter referred to as
“the Act”) read with Investor Education and

21
Onward Technologies Limited Annual Report 2024-25

Protection Fund (Accounting, Audit, Transfer There are no associate or joint venture companies
and Refund) Rules, 2016 (hereinafter referred within the meaning of Section 2(6) of the Act
to as the “IEPF Rules”), all unclaimed dividends There has been no material change in the nature
are required to be transferred by the Company of the business of the subsidiaries.
to the IEPF, after completion of seven (7) years.
Further, according to IEPF Rules, the shares on As per the provisions of Section 129(3) of the
which dividend has not been claimed by the Act, a statement containing salient features
shareholders for seven (7) consecutive years or of the financial statements of the Company’s
more shall be transferred to the demat account subsidiary (which includes associate companies
of the IEPF Authority. During the Financial Year and joint ventures) in Form AOC-1 is attached
2024-25 the Company has completed Seven (7) to the financial statements of the Company as
years of dividend declaration for Financial Year Annexure – I.
2016-17 and the unclaimed dividend amount of
` 2,25,034 according to IEPF Rules was transferred 
The financial statements of the Company
to the IEPF Authority. including consolidated financial statements
along with the relevant documents and separate
4. FIXED DEPOSITS audited financial statements in respect of
In terms of the provision of Sections 73 and 74 of subsidiaries are available on the website of the
the Companies Act, 2013 read with the relevant Company www.onwardgroup.com/Investors
rules, your Company has not accepted any fixed
deposits during the year under review. 
Your Company’s policy on material
subsidiary is also available on the website at
5. DETAILS OF SUBSIDIARIES/JOINT www.onwardgroup.com/Investors
VENTURES/ASSOCIATE COMPANIES
6. CONSOLIDATED FINANCIAL STATEMENTS
As on March 31, 2025, the Company has one Indian
subsidiary and four foreign subsidiaries: In accordance with the provisions of the Act,
Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Sr. Name of Country of Percentage Requirements) Regulations, 2015 (hereinafter
No. Subsidiary Incorporation of holding
referred to as “Listing Regulations” through this
Companies
report) and applicable Accounting Standards, the
1. Onward USA 100%
Technologies Audited Consolidated Financial Statements of the
Inc. Company for the financial year 2024-25, together
2. Onward Germany 100%
with the Auditors’ Report form part of this Annual
Technologies Report.
GmbH
3. Onward Netherlands 100% 7. BOARD OF DIRECTORS
Technologies In accordance with the provisions of Section 152
BV. of the Companies Act, 2013, Mr. Harsha Raghavan
4. Onward Canada 100% (DIN: 01761512) retires by rotation at the ensuing
Technologies Annual General Meeting and being eligible, offers
Canada Inc.
himself for re-appointment.
5. OT Park India 100%
Private
Limited

22
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Corporate Overview Statutory Reports Financial Statements

The composition of Board of Directors as on March 31, 2025 is as follows:-

Sr. No Name of the Director Category

1 Mr. Harish Mehta Executive Chairman
2. Mr. Jigar Mehta Managing Director
3. Mr. Jay Sonawala Independent Director
4. Mr. Harsha Raghavan Non-Independent Director
5. Ms. Niranjani Chandramouli Independent Director
6. Mr. Dhanpal Jhaveri Independent Director
7. Mr. Jai Diwanji Independent Director

Declaration of Independence by Independent Allotment of shares under ESOP Schemes

Directors During the year under review, the Company has

The Company has received the following issued and allotted 7,000 and 1,59,000 fully paid-
declarations from all the Independent Directors up equity shares of ` 10 each to various employees
confirming that: under ESOP Scheme 2009 and ESOP Scheme
2019, respectively.
1. 
They meet the criterion of independence
as prescribed under Section 149 of the 10. 
CORPORATE GOVERNANCE REPORT,
Companies Act, 2013 and Regulation 25 of MANAGEMENT DISCUSSION & ANALYSIS
the SEBI (Listing Obligations and Disclosure AND BUSINESS RESPONSIBILITY AND
Requirements) Regulations, 2015. SUSTAINABILITY REPORTING
Your Company follows the highest standards of
2. 
They have registered themselves with the Corporate Governance best practices. It adheres
Independent Director’s Database maintained to and has implemented the requirements set out
by the IICA. by SEBI’s Corporate Governance norms. A separate
section on Corporate Governance forms a part
None of the Directors of the Company are of the Directors’ Report. A certificate confirming
disqualified for being appointed as Directors the compliance of the conditions of Corporate
as specified in Section 164(2) of the Act and Governance as stipulated in Listing Regulations
Rule 14(1) of the Companies (Appointment from Nilesh A. Pradhan & Co., LLP, Practicing
and Qualification of Directors) Rules, 2014 Company Secretaries is forming part of the
Annual Report.
8. KEY MANAGERIAL PERSONNELS
Pursuant to the provisions of Section 2(51) and Management’s Discussion and Analysis Report
203 of the Act, the Key Managerial Personnel of for the year under review, as stipulated under
the Company are Mr. Harish Mehta, Chairman & Regulation 34 of the Listing Regulations, is
Whole-time Director, Mr. Jigar Mehta, Managing presented in a separate section forming part of
Director, Mr. Pawankumar Nathani, Chief Financial this Annual Report.
Officer and Mr. Vinav Agarwal, Company Secretary
& Compliance Officer. As stipulated under Regulation 34 of Listing
Regulations, the Business Responsibility and
9. SHARE CAPITAL Sustainability Reporting describing the initiatives
Authorized Capital taken by the Company from environmental,
As on March 31, 2025, the Authorized Share Capital social and governance perspective forms part of
is ` 44,62,00,000 comprising of 4,46,20,000 equity this Annual Report.
shares of ` 10 each 3,36,20,000 Ordinary (Equity)
Shares of ` 10 each and 10,00,000 Unclassified
11. COMPANIES POLICIES UNDER SEBI
shares of ` 10 each and ` 1,00,00,000 Preference
LISTING REGULATIONS
Shares of the face value of ` 10 each. A. Corporate Social Responsibility Policy
During the financial year ended March 31,
Issued, subscribed and Paid-up share Capital 2025, the Company incurred CSR contribution
As on March 31, 2025, the issued, subscribed and of ` 47.98 Lakhs (Rupees Forty-Seven
paid-up capital of the Company is ` 22,68,55,700 Lakhs and Ninety Eight thousand Only).
comprising of 2,26,85,570 Equity Shares The CSR initiatives of the Company were
of ` 10 each. under the area of Education , Conservation

23
Onward Technologies Limited Annual Report 2024-25

of Natural Resources and Eradicating set out in the Corporate Governance Report
Hunger. The CSR Policy of the Company is which forms part of this Annual Report. The
available on the website of the Company at said Policy of the Company, inter-alia, provides
www.onwardgroup.com/Investors that the Nomination and Remuneration
Committee shall formulate the criteria for
Further, the information pursuant to Section appointment & re-appointment of Directors
134(3)(o) of the Companies Act, 2013 and on the Board of the Company and persons
Rule 9 of the Companies (Corporate Social holding Senior Management positions in the
Responsibility) Rules, 2014 are given in Company, including their remuneration and
Annexure – II outlining the main initiatives other matters as provided under Section 178
during the year under review. of the Act and Listing Regulations.

Further, your Company has obtained E. Prevention of Sexual Harassment of Women

certificate from Chief Financial Officer at Workplace Policy
as required under Section 135, of the Your Company has in place a formal policy
Companies Act, 2013. for the prevention of sexual harassment
of its women employees in line with “The
B. Risk Management Policy Sexual Harassment of Women at Workplace
The Company has formulated the Risk (Prevention, Prohibition and Redressal) Act,
Management Policy in accordance with the 2013”. The Company has formed Internal
Regulation 21 of Listing Regulations to be Complaint Committee who periodically
read with Part D of Schedule II. The details conducts sessions for employees across the
with respect to the Risk Management Policy organization to build awareness about the
forms part of the Management Discussion Policy and the provisions of Prevention of
and Analysis Report. The Policy is disclosed Sexual Harassment Act. During the year, there
on our website at www.onwardgroup.com/ were no complaints received relating to the
investors Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
C. Vigil Mechanism/Whistle Blower Policy 2013.
Your Company has a Whistle Blower Policy
in place as required under Section 177 of 12. LISTING ON STOCK EXCHNAGES
the Act and Regulation 22 of the Listing The Company’s shares are listed on BSE limited
Regulations. The mechanism provides for and the National Stock Exchange of India Limited.
adequate safeguards against victimization
of persons who use such mechanism and 13. COMPLIANCE WITH CODE OF CONDUCT
makes provisions for direct access to the A declaration signed by the Managing Director
Chairman of the Audit Committee. More affirming compliance with the Company’s
details in this regard have been outlined in Code of Conduct by the Directors and Senior
the corporate governance report annexed Management Personnel, for the financial year
to this report. The Policy is disclosed on the 2024-25 as required under Schedule V of the
Company’s website with the following link SEBI LODR Regulations forms part of this Annual
www.onwardgroup.com/Investors Report.

D. Nomination and Remuneration Policy 14. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) Pursuant to Section 134 of the Companies Act,
(e) and Section 178(3) of the Act and the 2013, the Board of Directors, to the best of their
SEBI Listing Regulations, the policy of the knowledge states that:
Company on Directors’ appointment and
remuneration, including the criteria for a) in the preparation of the annual accounts,
determining qualification, positive attributes, the applicable accounting standards had
independence of directors and other matters been followed along with proper explanation
like Board Diversity are given on the website relating to material departures;
of the Company at www.onwardgroup.com/
Investors b) 
they have selected such accounting
policies and applied them consistently and
The salient features of the Nomination and made judgements and estimates that are
Remuneration Policy of the Company are reasonable and prudent so as to give a true
and fair view of the state of affairs of your

24
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Company at the end of the financial year and aforementioned information. Any member
of the profit of your Company for the year interested in obtaining such information may
ended on that date; write to the Company Secretary of the Company.

c) they have taken proper and sufficient care 16. BOARD AND ITS COMMITTEES
for the maintenance of adequate accounting Meetings of the Board
records in accordance with the provisions of
During the financial year 2024-25, 4 (four) meetings
this Act for safeguarding the assets of your
of the Board of Directors were held on May 17,
Company and for preventing and detecting
2024; July 19, 2024; October 18, 2024 and January
fraud and other irregularities;
21, 2025. For further details of the meetings of the
Board, please refer to the Corporate Governance
d) the Annual Accounts had been prepared on
Report, which forms part of this Annual Report.
a going concern basis;
Committees of Board
e) they have laid down internal financial controls
to be followed by the Company and that such Currently, the Company has four Board level
internal financial control are adequate and Committees: Audit Committee (‘AC’), Nomination
operating effectively and; and Remuneration Committee (‘NRC’),
Stakeholders’ Relationship Committee (‘SRC’),
f) they have devised proper systems to ensure Risk Management Committee (‘RMC’). All the
compliance with the provisions of all recommendations made by the Committees
applicable laws and that such systems were of Board including the Audit Committee were
adequate and operating effectively. accepted by the Board.

15. EMPLOYEES 
Performance Evaluation of the Board, its
Committees and Directors
Employees’ Stock Option Schemes
Pursuant to the provisions of the Companies
The Company has two employee stock options
Act, 2013, the Board is required to carry out
plans namely Onward Employee Stock Option
annual evaluation of its own performance and
Plan 2009 (ESOP 2009) and Onward Employee
that of its committees and individual Directors.
Stock Option Plan 2019 (ESOP 2019) from time to
Accordingly, your Company has carried out the
time to motivate, incentivise, attract new talents
performance evaluation as required during the
and inculcate the feeling of employee ownership,
year under review. The Independent Directors at
and reward employees of the Company and its
their separate meeting review the performance
Subsidiaries. The Nomination and Remuneration
of non-independent directors and the Board as
Committee administers these ESOP Scheme.
a whole, Chairman of the Company after taking
There have been no material changes to these
into account the views of Executive Director and
plans during the financial year. The disclosures
Non-Executive Directors, the quality, quantity
required to be made under relevant provisions
and timeliness of flow of information between
of the Act and the SEBI (Share Based Employee
the Company management and the Board that
Benefits) Regulations, 2014 is given as Annexure
is necessary for the Board to effectively and
– III to this report.
reasonably perform their duties.
The Company has also obtained the shareholders

Familiarisation Programme for Independent
approval for its New ESOP Scheme ‘Onward
Directors
Employee Stock Option Scheme 2024’ (ESOS
2024) which was approved by the shareholders of 
Pursuant to the SEBI Listing Regulations,
the Company on January 23, 2025. The Company the Company has devised a familiarisation
is still under the process of obtaining the In- programme for the Independent Directors, with
Principle Approval from the stock exchanges. a view to familiarise them with their role, rights
and responsibilities in the Company, nature of
Particulars of Employees and related disclosures the industry in which the Company operates,

In accordance with the requirements of business model of the Company, etc.
Section 197 read with Rule 5 of The Companies
Through the familiarisation programme, the
(Appointment and Remuneration of Managerial
Company apprises the independent directors
Personnel) Rules, 2014, as amended regarding
about the business model, corporate strategies,
employees is given in Annexure – IV. In terms of
business plans and operations of the Company.
the provisions of Section 136 of the Act, the Annual
These directors are also informed about the
Report is being sent to members excluding the

25
Onward Technologies Limited Annual Report 2024-25

financial performance, annual budgets, internal Reporting of Frauds by Auditors

control system, statutory compliances etc. They During the year under review, none of the
are also familiarised with Company’s vision, auditors have reported to the Audit Committee,
mission, core values, and corporate governance under Section 143(12) of the Companies Act, 2013,
practices. Details of familiarisation programme any instances of fraud committed against the
of Independent Directors are available on the Company by its officers or employees, the details
website of the Company at www.onwardgroup. of which would need to be form part of the Board’s
com/Investors report.

17. AUDITORS AND INFORMATION ON 18. CONTRACTS/ARRANGEMENT WITH

AUDITORS’ OBSERVATIONS RELATED PARTIES
Statutory Auditors All contracts/arrangements/transactions entered
M/s. BSR & Co, LLP Chartered Accountants, into by the Company during the year under review
(Firm Registration No. 101248W/W-100022 were with Related Parties were in ordinary course of
appointed as the Statutory Auditors of the business and on arm’s length basis in terms of
Company for the period of 5 years starting from provisions of the Act. There are no materially
conclusion of 31st AGM till the conclusion of 36th significant related party transactions made by
AGM of the Company to be held in calendar year the Company with promoters, key managerial
2027. The statutory auditor had confirmed that personnel or other designated persons which
they are not disqualified from being re-appointed may have potential conflict with interest of the
as auditor of the Company. Company at large. Accordingly, the disclosure
of Related Party Transactions as required under

The Auditor’s Report on standalone and Section 134(3) (h) of the Companies Act, 2013 in
consolidated financial statements for the year Form AOC-2 is not applicable.
ended March 31, 2025 forms part of the Annual
Report and contains an unmodified opinion A statement of all related party transactions is
without any qualification, reservation or adverse presented before the Audit Committee on a
remark. The observations made in the Auditors’ quarterly basis, specifying the nature and value
Report read together with relevant notes thereon of the transactions. The details of the related
are self-explanatory and hence do not call for any party transactions as per Indian Accounting
further explanations or comments by the Board Standards (IND AS) - 24 are set out in Note 27
under Section 134 of the Act. to the Standalone Financial Statements of the
Company.
Secretarial Auditors
The Board of Directors of the Company has Your Company has formulated a Policy on Related
appointed Nilesh A. Pradhan & Co., LLP, Practicing Party Transactions which is also available on
Company Secretary, as the Secretarial Auditor to Company’s website at www.onwardgroup.com/
conduct an audit of the secretarial records for the investors
financial year 2024-25.
19. INTERNAL CONTROL SYSTEMS AND THEIR
The Secretarial Audit Report for the financial ADEQUACY
year ended March 31, 2025 under Act, read with The Company’s internal control systems are
Rules made thereunder and Regulation 24A of commensurate with the nature of its business
the Listing Regulations (including any statutory and the size and complexity of operations.
modification(s) or re-enactment(s) thereof for the The organisation is appropriately staffed
time being in force) is set out in the Annexure – V with qualified and experienced personnel for
to this report. implementing and monitoring the internal
control environment. The internal audit function
Cost Auditors and Cost Records reports to the Audit Committee. Your Company
Pursuant to Section 148(1) of the Companies Act, has adopted accounting policies which are in line
2013, Cost Audit is not required for the Company with the Accounting Standards prescribed in the
for the financial year ended March 31, 2025. The Companies (Accounting Standards) Rules that
Company is not required to maintain cost records continue to apply under Section 133 and other
under the provisions of Section 148(1) of the applicable provisions, if any, of the Companies
Companies Act, 2013. Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014. These are in accordance
with Generally Accepted Accounting Principles

26
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

in India. Changes in policies, if any, are approved 2. There was no change in the nature of business
by the Audit Committee in consultation with of your Company.
the Auditors. The policies to ensure uniform
3. 
There are no material changes and
accounting treatment are prescribed to the
commitments affecting the financial position
subsidiary of your Company. The accounts of the
of your Company which have occurred
subsidiary companies are audited and certified
between the end of the financial year 2024-
by their respective Auditors for consolidation.
25 and the date of this report.
The statutory auditors of your Company have 4. The Company has complied with Secretarial
audited the financial statements including this Standards issued by the Institute of Company
Annual report and have stated on the Company’s Secretaries of India on Meetings of the Board
internal control under Section 143 of Companies of Directors and General Meetings;
Act, 2013 in their report. Further, the Company
5. The Company has not issued equity shares
has appointed Ahuja Valecha & Associates LLP,
with differential rights as to dividend, voting
Chartered Accountants, as an internal auditor of
or otherwise;
the Company to oversee and carry out internal
audit of its activities. The audit is based on an 6. 
The Company has not issued any sweat
internal audit plan and approved by the Audit equity shares to its directors or employees;
Committee.
7. There was no revision of financial statements
and Boards report of the Company during
20. PARTICULARS OF LOANS, GUARANTEES
the year under review.
OR INVESTMENTS
The details of Loans, Guarantees or Investments 8. 
There was no application made or any
covered under the provisions of Section 186 of the proceeding pending under the Insolvency
Companies Act, 2013 forms part of notes to the and Bankruptcy Code, 2016 (31 of 2016)
Financial Statements. during the year along with their status as at
the end of the financial year.
21. PARTICULARS OF ENERGY CONSERVATION, 9. There was no instance of one time settlement
TECHNOLOGY ABSORPTION, FOREIGN with any Bank or Financial Institution.
EARNINGS AND OUTGO
Particulars required under Section 134(3) (m) of 25. APPRECIATION
the Companies Act, 2013 read with Rule 8 of the Your Directors takes this opportunity to express
Companies (Accounts) Rules, 2014, regarding their deep sense of gratitude to high degree of
conservation of energy, technology absorption, professionalism, commitment and dedication
foreign exchange earnings and outgo, are given displayed by employees at all levels. Your Directors
in Annexure – VI forming part of this report. also wish to thank its esteemed corporate clients,
dealers, agents, suppliers, technology partners,
22. ANNUAL RETURN investors, Government Authorities and bankers
Pursuant to Section 92(3) read with Section 134(3) for their continued support and faith reposed in
(a) of the Act, the Annual Return as on March 31, the Company. Your Directors are deeply grateful
2025 is available on the Company’s website on to the shareholders for the confidence and faith
www.onwardgroup.com/investornews that they have always reposed in the Company.

23. SIGNIFICANT / MATERIAL ORDERS PASSED

BY THE REGULATORS
No significant and material orders have been For and on behalf of the Board of Directors
passed by the Regulators/Courts/Tribunals
impacting the going concern status and Harish Mehta Jigar Mehta
Company’s operations in future. Executive Chairman Managing Director
DIN: 00153549 DIN: 06829197
24. OTHER DISCLOSURES
Your directors state the during the financial year Date: May 16, 2025
under review: Place: Mumbai
1. 
Neither the Managing Director or whole
time director of the Company received any
remuneration or commission from any of its
subsidiaries.

27
Onward Technologies Limited Annual Report 2024-25

Annexure – I
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

PART A: Statement containing salient features of the financial statements of subsidiary companies

(` In Lakhs)

Sr. Name of the Onward Onward Onward Onward OT Park Pvt

No. subsidiary Technologies Technologies Technologies Technologies Ltd.
Inc. GmbH Canada Inc. B.V, (India)
(USA) (Germany) (Canada) (Netherlands)
1 Date since when Since 1996 Since 2003 Since 2021 Since 2021 Since 2022
subsidiary was acquired
2 Reporting period for the
subsidiary concerned,
if different from the Same as Parent Company
holding company’s
reporting period
3 Reporting currency and USD Rates EURO Rates CAD Rates EURO Rates INR
exchange rate as on the for Profit & for Profit & for Profit & for Profit &
last date of the relevant Loss 84.5751; Loss 90.7738 ; Loss 60.7962 ; Loss 90.7738 ;
financial year in the case Balance Sheet Balance Sheet Balance Sheet Balance Sheet
of foreign subsidiaries 85.4625 92.0865 59.6656 92.0865
4 Share capital (including 951.70 219.98 302.14 86.33 25.38
share application
money) (`)
5 Reserves and surplus 2,106.90 (157,34) 431.53 (134.34) 818.58
6 Total assets 5,205.46 891.99 1261.23 269.63 950.94
7 Total Liabilities 2,146.86 829.36 527.56 317.64 106.98
8 Investments - - - - -
9 Turnover 15,041.39 2584.45 1889.78 390.02 232.52
10 Profit before taxation (47.17) 72.32 82.93 (16.61) 193.56
11 Provision for taxation 2.99 - 31.05 - 35.79
12 Profit after taxation (50.16) 72.32 51.88 (16.61) 157.77
13 Proposed Dividend - - - - -
14 % of shareholding 100 100 100 100 100

Note: There were no subsidiaries which were yet to commence operations or which were liquidated or sold during the year
under review.

PART B: Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate
Companies and Joint Ventures
The Company did not have any Associate Companies or Joint ventures during the year under review. Further,
there were no associates or joint ventures which were yet to commence operations or which were liquidated or
sold during the year under review.

For and on behalf of the Board of Directors

Harish Mehta Jigar Mehta

Date: May 16, 2025 Executive Chairman Managing Director
Place: Mumbai DIN: 00153549 DIN: 06829197

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Corporate Overview Statutory Reports Financial Statements

Annexure – II
Annual Report on Corporate Social Responsibility
Pursuant to clause (o) of sub-section (3) of Section 134 of the Act and Rule 9 of the Companies
(Corporate Social Responsibility) Rules, 2014

1. A brief outline on CSR policy of the farmers in sustainable agriculture and increasing
Company: crop yields.
Corporate Social Responsibility (CSR) is a step
towards making a positive impact on the world. Roti Bank Foundation which supported the
Similar to business activities, we aim to become preparation and distribution of over 12,000
a perfect partner for the communities we fresh meals daily to underprivileged individuals,
are a part of. Our CSR policy focuses on using including school children, daily wage workers,
the capabilities of the business in the filed of and hospital patients. This initiative ensures food
Education , Conservation of Natural Resources security, enhances nutrition, and strengthens
and Eradicating Hunger by making significant overall community well-being.
contributions, and through effort, to make
Onward Technologies CSR policy has been
education accessible and relevant for future
prepared in line with the provisions of Section 135
generations. Like every year this year as well the
of the Companies Act, 2013 (‘Act’). The projects
Company’s Centre area for CSR contribution was
undertaken are within the broad framework of
promoting education.
Schedule VII of the Act. Details of the CSR policy
This year your Company has contributed to and projects or programs undertaken by the
the tune of ` 47.98 Lakhs. Primary focus being Company are available on links given below:
education on the Contribution was made to Inline www.onwardgroup.com/Investors
with our focus Education , Conservation of Natural
2. The Composition of the CSR Committee as
Resources and Eradicating Hunger,
on March 31, 2025:
Onward Tech made its CSR Contribution for Pursuant to Section 135(9) of Act, the constitution
FY2024-25 to: of CSR Committee is not applicable to our
Company as March 31, 2025 and the functions
RA Foundation to provide Education to Children of such Committee is transferred to the Board
in the urban slums of Mumbai and also to Avasara of Directors of the Company for that particular
Leadership Institution & Athang Manch towards period.
education in Pune city. It prides in its focus on
holistic and innovative learning methods which 3. Provide the web-link where Composition
have helped students to raise bar in the field of of CSR committee, CSR Policy and CSR
education. projects approved by the Board are
disclosed on the website of the Company:
DSCI Cybersecurity Skilling Centre, Mumbai for Composition of the Not Applicable for the
cybersecurity training centre provides specialized CSR committee: financial year 2024-25
training to young women from underserved
CSR Policy:  ww.onwardgroup.com/
w
communities. The initiative equips participants
investors
with essential cybersecurity skills, facilitates job
placements, bridges the gender gap in STEM, and CSR Projects:  ww.onwardgroup.com/
w
strengthens India’s digital security workforce. about-us

Sonawala Charitable Trust – Shabri Initiative which 4. Provide the details of Impact assessment
enabled 150 Adivasi girls in Gujarat to receive of CSR projects carried out in pursuance
education, residential care, and vocational training, of sub-rule (3) of rule 8 of the Companies
fostering independence and self-reliance along (Corporate Social responsibility Policy)
with Shabri Water Conservation Initiative which Rules, 2014, if applicable (attach the report):
helped in construction of 120 Talaos in Gujarat During the year under review, the Company has
has improved water availability, supporting local not undertaken any projects for which impact
assessment report is applicable.

29
Onward Technologies Limited Annual Report 2024-25

5. a) Average net profit of the Company as per Section 135(5) : 2,398.90 Lakhs
b) 2% of average net profit of the Company as per Section 135(5) : 47.98 Lakhs
c) Surplus arising out of the CSR projects or programs or activities of : NIL
the previous financial years
d) Amount required to be set off for the financial year, if any : NIL
e) Total CSR obligation for the financial year [(b)+(c)-(d)] : 47.98 Lakhs

6. a) Amount spent on CSR Projects (both Ongoing Project and other : 47.98 Lakhs
than Ongoing Project)
b) Amount spent in Administrative Overheads : NIL
c) Amount spent on Impact Assessment, if applicable : NIL
d) Total amount spent for the Financial Year [(a)+(b)+(c)] : 47.98 Lakhs
e) CSR amount spent or unspent for the financial year : 47.98 Lakhs

(` In Lakhs)

Total Amount Amount Unspent

Spent for the
Total Amount transferred to Amount transferred to any fund
Financial Year
Unspent CSR Account as per specified under Schedule VII as per second
Section 135(6) proviso to Section 135(5)
Amount Date of Transfer Name of the Fund Amount
47.98 Lakhs Nil - Nil

f) Excess amount for set off, if any: Nil

(` In Lakhs)

Sr. Particulars Amount

No.
(1) (2) (3)
i) Two percent of average net profit of the Company as per section 135(5) 47.98
ii) Total amount spent for the financial year 47.98
iii) Excess amount spent for the financial year [(ii)-(i)] -
iv) Surplus arising out of the CSR projects or programmes or activities of the previous _
financial years, if any
v) Amount available for set off in succeeding financial years [(iii)-(iv)] -

7. Details of Unspent CSR amount for the preceding three financial years: Not Applicable
(` In Lakhs)
1 2 3 4 5 6 7 8 9
Sr. Preceding Amount Balance Amount Amount transferred to a Amount Deficiency,
No. Financial transferred Amount in Spent Fund as specified under remaining if any
Year(s) to Unspent Unspent in the Schedule VII as per second to be
CSR CSR Financial proviso to sub-section (5) spent in
Account Account Year of section 135, if any succeeding
under under Financial
Amount Date of Transfer
Section Section Years
135(6) 135(6)
1. FY 2024 Not Applicable
2. FY 2023 Not Applicable
3. FY 2022 Not Applicable

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Corporate Overview Statutory Reports Financial Statements

8. Whether any capital assets have been created or acquired through CSR amount spent in
the financial year: No
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility
amount spent in the Financial Year:

Sr. Short Particulars Pincode of Date of Amount Details of entity/Authority/beneficiary

No. of the property or the property creation of CSR of the registered owner
asset(s) [including or asset(s) amount
complete address spent
and location of
the property]
(1) (2) (3) (4) (5) (6) (7) (8)
CSR Name Registered
Registration No, address
if applicable
Not Applicable

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net
profit as per Section 135(5). Not Applicable
Note: Details of CSR amount spent for the financial year 2024-25

1 2 3 4 5 6 7 8
Sr. Name of the Project Item from Local Location of the Amount Mode of Mode of implementation
No. the list of Area Project Spent Implementation – Through Implementing
activities in (Yes/ for the – Direct (Yes/No) Agency
Schedule No) project
VII to the State District in the Name CSR
Act Current Registration
FY (` in Number
Lakhs)
1 Promoting Education Yes Maharashtra Mumbai 10.63 Yes RA CSR00006966
education, including Foundation
special education
& employment
enhancing vocation
skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement projects
2 Promoting Education Yes Maharashtra Pune 10.00 Yes Avasara CSR00003007
education, including Leadership
special education Institution
& employment
enhancing vocation
skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement projects
3 Promoting Education Yes Maharashtra Pune 2.35 Yes Athang CSR00024832
education, including Manch
special education
& employment
enhancing vocation
skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement projects

31
Onward Technologies Limited Annual Report 2024-25

1 2 3 4 5 6 7 8
Sr. Name of the Project Item from Local Location of the Amount Mode of Mode of implementation
No. the list of Area Project Spent Implementation – Through Implementing
activities in (Yes/ for the – Direct (Yes/No) Agency
Schedule No) project
VII to the State District in the Name CSR
Act Current Registration
FY (` in Number
Lakhs)
4 Promoting Education No Delhi Delhi 10.00 Yes Data CSR00011848
education, including Security
special education Council of
& employment India (DSCI)
enhancing vocation
skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement projects
5 Promoting Education Yes Maharashtra Mumbai 5.00 Yes Sonawala CSR00013718
education, including and Trust
special education conservation
& employment of Natural
enhancing vocation Resources
skills especially
among children,
women, elderly
and the differently
abled and livelihood
enhancement projects
and Shabri Water
Conservation Initiative
6 Installation of Solar conservation Yes Maharashtra Mumbai 5.00 Yes Dignity CSR00015117
system which leads to of natural Foundation
conservation of natural resources
resources.
7 Eradicating Hunger & Yes Maharashtra Mumbai 5.00 Yes Roti CSR00006332
hunger, poverty Poverty Foundation
and malnutrition,
promoting health care
including preventive
health care and
sanitation including
contribution to the
Swach Bharat Kosh
set-up by the Central
Government for the
promotion of sanitation
and making available
safe drinking water.

For and on behalf of the Board of Directors

Harish Mehta Jigar Mehta

Date: May 16, 2025 Executive Chairman Managing Director
Place: Mumbai DIN: 00153549 DIN: 06829197

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Corporate Overview Statutory Reports Financial Statements

Annexure – III
Disclosure of details pertaining to the shares allotted under Onward ESOP 2009 and Onward ESOP
2019 under the provisions of Section on 62(1)(b) of the Companies Act, 2013 and the Securities
and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 during the year
under review.

Description ESOP 2009 ESOP 2019

2024-25 2023-24 2024-25 2023-24
Date of Meeting August 31, 2009 July 25, 2019
Total number of shares covered by 35,00,000 35,00,000 35,00,000 35,00,000
ESOP Scheme approved by the
shareholders
Vesting requirements 1 option equals 1 option equals 1 option equals 1 option equals
to 4 shares to to 4 shares to to 4 shares to to 4 shares to
vested in 4 years vested in 4 years vested in 4 years vested in 4 years
Options granted Nil Nil Nil 68,050
Maximum term of options granted 5 years 5 years 5 years 5 years
Source of shares Primary Primary Primary Primary
Options vested (in shares) Nil 62,800 1,50,300 1,54,400
Options exercised 7,000 65,300 1,59,000 1,49,000
The total number of shares arising as 7,000 65,300 1,59,000 1,49,000
a result of exercise of option
Options forfeited Nil Nil Nil Nil
Options lapsed Nil Nil 1,24,000 1,24,000
Extinguishment or modification of Nil Nil Nil Nil
options
The exercise price 10/- per share 10/- per share 20/- per share 20/- per share
Pricing formula Face Value Face Value FV 10/- & FV 10/- &
Premium `10/- Premium `10/-
Variation of terms by exercise of None None None None
options
Money realised by exercise of 70,000 6,53,000 31,80,000 29,80,000
options
Total number of options outstanding Nil 7,000 1,75,700 458,700
at the end of the year
Employee - wise details of options
granted to:
Key managerial personnel and
Details available on the website of the Company
Senior Managerial Personnel
Any other employee who receives a None None None None
grant of options in any one year of
option amounting to 5% or more of
options granted during that year
Identified employees who were None None None None
granted option, during any one
year, equal to or exceeding 1%
of the issued captial (excluding
outstanding warrants and
conversions) of the Company at the
time of grant.

33
Onward Technologies Limited Annual Report 2024-25

Description ESOP 2009 ESOP 2019

2024-25 2023-24 2024-25 2023-24
Issued capital (excluding 22,68,55,700 22,51,96,700 22,68,55,700 22,51,96,700
outstanding warrants and (2,26,85,570 (22,51,95,70) (2,26,85,570 (22,51,95,70)
conversions of the Company at the equity shares) equity shares equity shares) equity shares
time of grant.
Method used to accounting of Fair Value Fair Value Fair Value Fair Value
options
Diluted EPS calculated in accordance 10.64 12.10 10.64 12.10
with International Accounting
Standards (IAS) 33

For and on behalf of the Board of Directors

Harish Mehta Jigar Mehta

Date: May 16, 2025 Executive Chairman Managing Director
Place: Mumbai DIN: 00153549 DIN: 06829197

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Corporate Overview Statutory Reports Financial Statements

Annexure – IV
THE INFORMATION REQUIRED PURSUANT TO SECTION 197 READ WITH RULE 5(1) OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
IS FURNISHED HEREUNDER:

The Ratio of remuneration of each director to the median remuneration of employees:

(` In Lakhs)
Median remuneration (A) 5.4
Remuneration of Mr. Harish Mehta (Executive Chairman) (B) 372.0
Remuneration of Mr. Jigar Mehta (Managing Director) (C) 384.4
Ratio of A to B 69.2
Ratio of A to C 71.5

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial year:

Name of Director/Key Managerial Personnel % increase in remuneration

Mr. Harish Mehta (Executive Chairman) -3.5%
Mr. Jigar Mehta (Managing Director) 10.7%
Mr. Pawankumar Nathani (Chief Financial Officer) 18.0%
Mr. Vinav Agarwal (Company Secretary & Compliance Officer) 10.0%

The percentage increase in the median remuneration of employees in the financial year:

Percentage increase/decrease in median remuneration -31.0%

The number of permanent employees on the rolls of the Company as on March 31, 2025: 2461

Average percentile increase made in the salaries of employees other than the managerial 5.1%
personnel in the last financial year:
Comparison of average percentile increase already made in the salaries of employees other NA
than the managerial personnel in the last financial year with the percentile increase in the
managerial remuneration and justification thereof
Point out if there are any exceptional circumstances for increase in the managerial NA
remuneration;
Affirmation that the remuneration is as per the remuneration policy of the Company: Yes

For and on behalf of the Board of Directors

Harish Mehta Jigar Mehta

Date: May 16, 2025 Executive Chairman Managing Director
Place: Mumbai DIN: 00153549 DIN: 06829197

35
Onward Technologies Limited Annual Report 2024-25

Annexure – V
MR-3
SECRETARIAL AUDIT REPORT
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2025

To, iv. Foreign Exchange Management Act, 1999 and

The Members, the rules and regulations made thereunder to
Onward Technologies Limited the extent of foreign direct investment, overseas
Sterling Centre, 2nd Floor, Dr. A.B. Road, Worli, direct investment and External Commercial
Mumbai- 400018 Borrowings;

We have conducted the Secretarial Audit of the v. 

The following regulations and guidelines
compliance of applicable statutory provisions and the prescribed under the Securities and Exchange
adherence to good corporate practices by ONWARD Board of India Act, 1992 (SEBI Act):
TECHNOLOGIES LIMITED (hereinafter called “the
a) 
The Securities and Exchange Board of
Company”). Secretarial Audit was conducted in
India (Substantial Acquisition of Shares and
a manner that provided us a reasonable basis
Takeovers) Regulations, 2011;
for evaluating the corporate conducts/Statutory
compliances and expressing our opinion thereon.
b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations,
Based on our verification of the books, papers, minute
2015;
books, forms and returns filed and other records
maintained by “the Company” and submitted by the
c) 
The Securities and Exchange Board of
Company for verification through electronic mode
India (Listing Obligations and Disclosure
and also the information provided by “the Company”,
Requirements) Regulations, 2015;
its officers, agents authorized representatives during
the conduct of Secretarial Audit, the explanations d) The Securities and Exchange Board of India
and clarifications given to us, We hereby report (Share Based Employee Benefits and Sweat
that in our opinion, the Company, during the audit Equity) Regulations, 2021;
period covering the financial year ended March
31,2025 complied with the Statutory provisions listed e) 
The Securities and Exchange Board of
hereunder and also that the Company has proper India (Issue of Capital and Disclosure
Board-processes and compliance-mechanism in Requirements) Regulations, 2018; (Not
place to the extent, in the manner and subject to the Applicable as the Company has not issued
reporting made hereinafter: any further share capital during the financial
year under review)
We have examined the books, papers, minute books,
forms and returns filed and other records maintained f) 
The Securities and Exchange Board of
by Company for the financial year ended March 31, India (Issue and Listing of Non-Convertible
2025 according to the provisions of: Securities) Regulations, 2021; (Not applicable
i. The Companies Act, 2013 (the Act) and the rules to the Company during the during the
made there under; financial year under review)

ii. The Securities Contracts (Regulation) Act, 1956 g) The Securities and Exchange Board of India
and the rules made there under; (Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the
iii. The Depositories Act, 1996 and the regulations Companies Act and dealing with Client;
and bye-laws framed there under;

36
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

h) The Securities and Exchange Board of India in the minutes of the meeting of Board of Directors or
(Delisting of Equity Shares) Regulations, 2021 committee of the Board, as the case may be.
(Not applicable as the Company has not
delisted /propose to delist any of its securities We further report that there are adequate systems
during the financial year under review.); and and processes in the Company commensurate with
the size and operations of the Company to monitor
i) The Securities and Exchange Board of India and ensure compliance with applicable laws, rules,
(Buyback of Securities) Regulations, 2018 (Not regulations and guidelines.
applicable as the Company has not bought
back /propose to buy back any of its securities We further report that during the audit period, there
during the financial year under review). were no instances of:

We have also examined compliance with the i. Public / Rights / Preferential issue of shares /
applicable clauses of the following: debentures / sweat equity.

i. Secretarial Standards issued by The Institute of ii. Redemption / buy-back of securities.

Company Secretaries of India with respect to iii. 
Major decisions taken by the Members in
Board and General Meetings. pursuance to Section 180 of the Companies Act,
2013.
ii. 
The Listing Agreements entered into by the
Company with BSE Limited and National Stock iv. Foreign Technical collaborations.
Exchange of India Limited read with the Securities
and Exchange Board of India (Listing Obligations We further report that the during the audit period,
and Disclosure Requirements) Regulations, 2015. the members of the Company approved ‘Onward
Employee Stock Option Scheme 2024’ by way of
During the period under review the Company has special resolution passed on January 23,2025 through
complied with the provisions of the Act, Rules, Postal Ballot.
Regulations, Guidelines, Standards, etc. mentioned
above. We further report that during the audit period the
Company has not undertaken events/ actions having a
We further report that major bearing on the Company’s affairs in pursuance of
The Board of Directors of the Company was duly the above referred laws, rules, regulations, guidelines,
constituted with proper balance of Executive standards, etc.
Directors, Non-Executive Directors and Independent
Directors. The changes in the composition of the
Board of Directors that took place during the period
under review were carried out in compliance with the
For Nilesh A. Pradhan & Co., LLP
provisions of the Act.
Company Secretaries
Adequate notice was given to all directors to schedule
the Board Meetings, agenda and detailed notes on Prajakta V. Padhye
agenda were sent at least seven days in advance for Partner
meetings other than those held at shorter notice, FCS No: 7478
and a system exists for seeking and obtaining further CP No: 7891
information and clarifications on the agenda items Date: May 16, 2025 PR No: 1908/2022
before the meeting and for meaningful participation Place: Mumbai UDIN: F007478G000356717
at the meeting.
Note: This report should be read with our letter which
The decisions at Board meetings and committee is annexed as Annexure I and forms integral part of
meetings are carried out unanimously or as recorded this report.

37
Onward Technologies Limited Annual Report 2024-25

ANNEXURE -I

To,
The Members,
Onward Technologies Limited
Sterling Centre, 2nd Floor, Dr. A.B. Road,
Worli, Mumbai- 400018

Our report of even date is to be read along with this letter

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility
is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance
about the correctness of the contents of the Secretarial records. The verification was done on test basis to
ensure that correct facts are reflected in secretarial records. We believe that the processes and practices that
we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts and
internal Control System of the company.

4. Where ever required, more specifically with respect to the all-other applicable laws, except as stated in
Secretarial Audit Report we have obtained and relied upon the Management representation about the
compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the
efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Nilesh A. Pradhan & Co., LLP

Company Secretaries

Prajakta V. Padhye
Partner
FCS No: 7478
CP No: 7891
Date: May 16, 2025 PR No: 1908/2022
Place: Mumbai UDIN: F007478G000356717

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Corporate Overview Statutory Reports Financial Statements

Annexure – VI
CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO
A. Conservation of Energy:

S. Particulars
No
1 The steps taken or impact on Your Company requires energy for its operations and the Company
conservation of energy is making all efforts to conserve energy by monitoring energy costs
2 The steps taken by your Company and periodically reviews of the consumption of energy. It also takes
for utilizing alternate sources of appropriate steps to reduce the consumption through efficiency in
energy usage and timely maintenance / installation / upgradation of energy
saving devices.
3 The capital investment on energy Your Company has not made any capital investment on energy
conservation equipment conservation equipment.

B. Technology Absorption, Adoption and Innovation:

1 The efforts made towards technology absorption Your Company uses latest technology and
equipment into the business. Further,
Your Company is not engaged in any
manufacturing activities
2 The benefits derived like product improvement, -
manufacturing activities, cost reduction, product
development or import substitution
3 In case of imported technology (imported during the During the year under review your Company
last three years reckoned from the beginning of the has not imported any new technology.
financial year)
a) The details of technology imported Not Applicable
b) The year of import Not Applicable
c) Whether technology been fully absorbed? Not Applicable
d) If not fully absorbed, areas where absorption has not Not Applicable
taken place, and the reasons thereof
4. The expenditure incurred on Research and development Your Company has not spent any amount
towards research and developmental
activities and has been active in harnessing
and tapping the latest and the best
technology in the industry.

C. Foreign exchange earnings and outgo:

(` In Lakhs)

Particulars 2024-25 2023-24

Foreign exchange earnings 9,088.12 8,792.50
Foreign exchange outgo 1,765.72 967.12

For and on behalf of the Board of Directors

Harish Mehta Jigar Mehta

Date: May 16, 2025 Executive Chairman Managing Director
Place: Mumbai DIN: 00153549 DIN: 06829197

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Onward Technologies Limited Annual Report 2024-25

Business Responsibility & Sustainability

Reporting Format
Section A: General Disclosures
I. Details of the listed entity

S. Determinates Details
No
1. Corporate Identity Number (CIN) of the Listed Entity L28920MH1991PLC062542
2. Name of the Listed Entity ONWARD TECHNOLOGIES LIMITED
3. Year of incorporation 1991
4. Registered office address Sterling Centre, 2nd floor, Dr A.B. Road, Worli,
Mumbai, Maharashtra, 400018.
5. Corporate address Almonte IT park, 5th Floor, Next to Radisson Blu
Hotel, Kharadi, Pune 411014
6. E-mail [email protected]
7. Telephone 022-24926570
8. Website www.onwardgroup.com
9. Financial year for which reporting is being done 2024-2025
10. Name of the Stock Exchange(s) where shares are listed BSE Limited;
National Stock Exchange of India Limited
11. Paid-up Capital ` 22,68,55,700
12. N
 ame and contact details (telephone, email address) Mr. Vinav Agarwal
of the person who may be contacted in case of any Company Secretary & Compliance Officer
queries on the BRSR report [email protected]
(9711915017)
13. R
 eporting boundary - Are the disclosures under this Disclosures made in this report are on a
report made on a standalone basis (i.e. only for the standalone basis.
entity) or on a consolidated basis (i.e. for the entity and
all the entities which form a part of its consolidated
financial statements, taken together)
14. Name of assurance provider Not required as per SEBI mandate
15. Type of assurance obtained Currently Onward Tech has not obtained any
assurance

II. Products/services
16. Details of business activities (accounting for 90% of the turnover):
Onward Tech is a software and technology services outsourcing company specializing in digital, embedded,
mechanical engineering for global original equipment manufacturers (OEMs) in Industrial Equipment,
Heavy Machinery, Power Generation, Renewables, Hydro Energy, Construction, Agricultural and Mining
Equipment, Automotive, Rail Transportation Healthcare and Life Sciences

S. No. Description of Main Activity NIC Code % of Turnover of the entity

1 Computer programming activities, 62013 100%
consultancy and other information
technology related services

17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover):

S. No. Product/Service NIC Code % of total Turnover contributed

1 Providing software support and 62013 100%
maintenance to the clients

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III. Operations
18. Number of locations where plants and/or operations/offices of the entity are situated:

Location Number of plants Number of offices Total

National 0 7 7
International 0 5 5

19. Markets served by the entity:

a. Number of locations

Locations Number
National (No. of States) 4
International (No. of Countries) 5

b. What is the contribution of exports as a percentage of the total turnover of the entity?
31%

c. A brief on types of customers

The company is specialized in digital, embedded, mechanical engineering for global original equipment
manufacturing (OEMs) in Industrial Equipment, Heavy Machinery, Power Generation, Renewables, Hydro
Energy, Construction, Agricultural and Mining Equipment, Automotive, Rail Transportation Healthcare and
Life Sciences.

IV. Employees
20. Details as at the end of Financial Year:
a. Employees and workers (including differently abled):

S. No. Particulars Total (A) Male Female

No. (B) % (B / A) No. (C) % (C / A)
EMPLOYEES
1. Permanent (D) 2461 1996 80% 495 20%
2. Other than Permanent (E) 0 0 0 0 0
3. Total employees (D + E) 2461 1966 80% 495 20%
WORKERS
4. Permanent (F)
5. Other than Permanent (G) NA
6. Total workers (F + G)

b. Differently abled Employees and workers:

S. No Particulars Total (A) Male Female

No. (B) % (B / A) No. (C) % (C / A)
DIFFERENTLY ABLED EMPLOYEES
1. Permanent (D)
2. Other than Permanent (E)
Nil
3. Total differently abled
employees (D + E)
DIFFERENTLY ABLED WORKERS
4. Permanent (F)
5. Other than permanent (G)
Nil
6. Total differently abled workers
(F + G)

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Onward Technologies Limited Annual Report 2024-25

21. Participation/Inclusion/Representation of women

Total (A) No. and percentage of Females

No. (B) % (B / A)
Board of Directors 7 1 14.3%
Key Management Personnel 2 0 0.0%

22. Turnover rate for permanent employees and workers

(Disclose trends for the past 3 years)

FY 2024-25 FY 2023-24 FY 2022-23

(Turnover rate in current FY) (Turnover rate in previous FY) (Turnover rate in the year
prior to the previous FY)
Male Female Total Male Female Total Male Female Total
Permanent 40.80 38.75 40.40 31.40 32.09 31.54 44.25 35.97 42.93
Employees
Permanent
NA
Workers

V. Holding, Subsidiary and Associate Companies (including joint ventures)

23. (a) Names of holding / subsidiary / associate companies / joint ventures

S. No. Name of the holding/ Indicate whether % of shares Does the entity indicated
subsidiary/ associate holding/ held by at column A, participate in
companies/ joint ventures (A) Subsidiary/ listed entity the Business Responsibility
Associate/ Joint initiatives of the listed entity?
Venture (Yes/No)
1 Onward Technologies, INC. Subsidiary 100 Yes
2 Onward Technologies GmbH Subsidiary 100 Yes
3 Onward Technologies Canada Inc. Subsidiary 100 Yes
4 Onward Technologies BV Subsidiary 100 Yes
5 OT Park Private Limited Subsidiary 100 Yes

VI. CSR Details

24. (i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) : Yes

(ii) Turnover (in `) : 38,107.58 Lakhs

(iii) Net worth (in `) : 20,157.48 Lakhs

VII. Transparency and Disclosures Compliances

25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National
Guidelines on Responsible Business Conduct:

Stakeholder Grievance Redressal FY 2024-25 FY 2023-24

group from Mechanism in Place
whom (Yes/No)
complaint is (If yes, then provide web- Number of Number of Remarks Number of Number of Remarks
received link for grievance redress complaints complaints complaints complaints
policy) filed pending filed pending
during the resolution during the resolution
year at close of year at close of
the year the year
Communities Whistleblower Policy Nil Nil - 1 Nil -
www.onwardgroup.com/
investors
Investors Investor grievances can Nil Nil - Nil Nil -
(other than be submitted via email:
shareholders) [email protected]

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Stakeholder Grievance Redressal FY 2024-25 FY 2023-24

group from Mechanism in Place
whom (Yes/No)
complaint is (If yes, then provide web- Number of Number of Remarks Number of Number of Remarks
received link for grievance redress complaints complaints complaints complaints
policy) filed pending filed pending
during the resolution during the resolution
year at close of year at close of
the year the year
Shareholders The company has established 1 Nil - Nil Nil -
Employees and a Whistleblower Policy to Nil Nil - Nil Nil -
workers empower stakeholders who
Customers observe any unethical behavior Nil Nil - Nil Nil -
or breaches of laws to reach
Value Chain Nil Nil - Nil Nil -
out to the Ombudsman. The
Partners
reporting procedure enables
Other (please anonymous submissions Nil Nil - Nil Nil -
specify) for whistleblowers who opt
not to disclose their identity.
The policy is available on the
website www.onwardgroup.
com/investors

26. Overview of the entity’s material responsible business conduct issues (Same as PY)
Please indicate material responsible business conduct and sustainability issues pertaining to environmental
and social matters that present a risk or an opportunity to your business, rationale for identifying the same,
approach to adapt or mitigate the risk along-with its financial implications, as per the following format:

S. Material issue Indicate Rationale for identifying the In case of risk, Financial
No. identified whether risk/ opportunity approach to adapt or implications
risk or mitigate of the risk or
opportunity opportunity
(R/O) (Indicate positive
or negative
implications)
1 Sustainable O Strengthens us by aligning NA Positive
Growth our operations with
through ESG environmental sustainability,
Strategy social responsibility, and
sound governance practices.
Through initiatives like
renewable energy adoption,
efficient resource and waste
management, and a strong
ethical culture, enhance
employee engagement, and
attract Eco-conscious investors
building a resilient and future
ready organization.
2 Benefits and O Builds trust by resolving NA Positive
Well-Being grievances promptly,
providing training on policies
and benefits, and ensuring
accessible management for
open communication. This
focus on fair compensation,
appraisals, and a strict non-
discrimination policy fosters
an inclusive and motivated
workforce.

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Onward Technologies Limited Annual Report 2024-25

S. Material issue Indicate Rationale for identifying the In case of risk, Financial
No. identified whether risk/ opportunity approach to adapt or implications
risk or mitigate of the risk or
opportunity opportunity
(R/O) (Indicate positive
or negative
implications)
3 Work O Inspires innovation by NA Positive
Satisfaction encouraging the sharing
of new ideas and solutions,
providing meaningful
work that delivers personal
fulfillment. This focus on
aligning roles with strengths
and promoting work-life
balance enhances employee
engagement and well-being
4 Training & O Training needs are identified NA Positive
Development by HR and Department Heads,
with equal access to internal
and external training provided
within us. The effectiveness
of training programs is
monitored, and senior staff
demonstrate commitment.
Employees are encouraged
to perform their best, with
efforts recognized and
constructive feedback offered
for continuous improvement.
5 Vendor R Dependency on third-party OTL maintain a Positive
Management vendors for critical services, diversified vendor
tools, and technologies base to minimize
introduces risks related to dependency and
service interruptions, quality have implemented
issues, data breaches, and contingency plans
regulatory non-compliance. to address risks and
Disruptions in vendor service interruptions.
performance may lead to Clear service-level
project delays, financial losses, agreements are
and reputational damage. established to ensure
data privacy and
protection
6 Safety and O Ergonomically designed NA Positive
Security workspaces, protective
equipment, and
comprehensive safety policies
ensure a safe and comfortable
working environment.
Well-defined emergency
preparedness and response
processes help employees feel
secure on the premises.
7 Quality of O Delivering quality service opens NA Positive
Services doors to new opportunities,
cultivates customer loyalty
with higher value, strengthens
our reputation to attract new
business, and drives innovation
for long-term success.

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SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards
adopting the NGRBC Principles and Core Elements.

Sr. Principle description

no.
P1: Businesses should conduct and govern themselves with integrity, and in a manner that is ethical,
transparent, and accountable
P2: Businesses should provide goods and services in a manner that is sustainable and safe
P3: Businesses should respect and promote the well-being of all employees, including those in their value
chains
P4: Businesses should respect the interests of and be responsive to all their stakeholders
P5: Businesses should respect and promote human rights
P6: Businesses should respect and make efforts to protect and restore the environment
P7: Businesses when engaging in influencing public and regulatory policy should do so in a manner that is
responsible and transparent
P8: Businesses should promote inclusive growth and equitable development
P9: Businesses should engage with and provide value to their consumers in a responsible manner

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
1. a. Whether your entity’s policy/policies cover each Yes No Yes Yes Yes Yes Yes Yes Yes
principle and its core elements of the NGRBCs.
(Yes/No)
b. Has the policy been approved by the Board? Yes No Yes Yes Yes Yes Yes Yes Yes
(Yes/No)
c. Web Link of the Policies, if available https://www.onwardgroup.com/investors.php
2. Whether the entity has translated the policy into Yes No Yes No Yes Yes Yes Yes Yes
procedures. (Yes / No)
3. Do the enlisted policies extend to your value chain Yes No Yes No Yes Yes No Yes Yes
partners? (Yes/No)
4. Name of the national and international codes/
certifications/labels/ standards (e.g. Forest
ISO 27001: 2022
Stewardship Council, Fairtrade, Rainforest
ISO 9001: 2015
Alliance, Trusted) standards (e.g. SA 8000, OHSAS,
TISAX
ISO, BIS) adopted by your entity and mapped to
each principle.
5. Specific commitments, goals and targets set by 1. Increase the number of Training Programs to our
the entity with defined timelines, if any. Employees on Environmental and Social Aspects.
2. Enhance engagement levels with community.
3. To minimized Carbon footprint by 5 % every year.
4. To have better initiatives for water and energy
conservation.
6. Performance of the entity against specific In Process
commitments, goals and targets along with
reasons in case the same are not met.

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Onward Technologies Limited Annual Report 2024-25

Governance, leadership and oversight

7. Statement by director responsible for the business responsibility report, highlighting ESG related
challenges, targets and achievements (listed entity has flexibility regarding the placement of this
disclosure)-
At Onward Tech, we prioritize operating with the utmost integrity, transparency and accountability. Our strong
governance framework ensures transparency and ethical practices across all operations. We’ve implemented
various policies such as a code of conduct, risk management, and measures to prevent sexual harassment
and whistleblowers. We’ve been proactive in environmentally friendly initiatives, like using energy-efficient
lighting, planting trees, and providing reusable metal bottles to reduce plastic waste. Through our CSR Policy,
we focus on uplifting local communities, especially in education and healthcare. Onward Technologies has
undertaken several initiatives aimed at reducing its environmental footprint and promoting sustainability.
These initiatives include adopting energy-efficient lighting technologies to reduce energy consumption,
organizing tree plantation drives to contribute to reforestation efforts, and distributing reusable metal
bottles to employees to minimize plastic usage. Recognizing the importance of Environmental, Social, and
Governance (ESG) factors, we’re committed to enhancing our performance in these areas. This fiscal year, we’re
utilizing wind power as our source of electricity. We’ve formed a “Risk Management Committee” tasked with
developing a framework to identify both internal and external risks, including those related to Environmental,
Social, and Governance (ESG) factors. This framework will inform our long-term business strategy. Recognizing
the importance of Environmental, Social, and Governance (ESG) factors, we’re committed to enhancing our
performance in these areas. We understand that they’re crucial to our long-term sustainability and growth.

Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
Policy and management processes
8. Details of the highest authority responsible for Mr. Jigar Mehta, Managing Director (DIN 06829197)
implementation and oversight of the Business
Responsibility policy/Policies.
9. Does the entity have a specified Committee of the Yes,
Board/ Director responsible for decision making Mr. Jigar Mehta, Managing Director (DIN 06829197)
on sustainability related issues? (Yes / No). If Yes, is responsibile for decision making on sustainability
provide details. related issues

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10. Details of review of NGRBCs by the Company

Subject for Indicate whether review was undertaken Frequency (Annually /Half yearly
review by Director/Committee of the Board/Any Quarterly/Any other –please specify)
other Committee
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9

Performance The HR Department along with Senior Leaders review the Company’s Business
against above Responsibility and Sustainability Policies annually. They assess the effectiveness of the
policies and policies, procedures and internal controls and implement necessary changes based on their
follow up action evaluation.
Compliance The Company has a well-defined process & also a compliance tool in place which ensures
with statutory the compliance status from each department. The summary of all compliances and
requirement of statutory compliance certificate on applicable laws is reported to Board every quarter.
relevance to the
principles and
rectification of any
non-compliance

P P P P P P P P P
1 2 3 4 5 6 7 8 9
11. Has the entity carried out independent assessment / No, The Company has not conducted an
evaluation of the working of its policies by an external independent assessment by external agencies.
agency? (Yes/No) if yes, provide name of the agency. However, all Company policies are reviewed by
Management to ensure the smooth functioning of
the Company and thereafter approved by the Board
wherever required by law. The summary of policies
decisions is informed to the Board, if required.

12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
(Same as PY)

Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
The entity does not consider the principles material - Yes* - - - - - - -
to its business (Yes/No)
The entity is not at a stage where it is in a position to - - - - - - - - -
formulate and implement the policies on specified
principles (Yes/No)
The entity does not have the financial or/human and - - - - - - - - -
technical resources available for the task (Yes/No)
It is planned to be done in the next financial year - - - - - - - - -
(Yes/No)
Any other reason (please specify) - - - - - - - - -

* Note: As the nature of the business is Computer Programming, other relativities and consultancy & support services, P2 is not a
material topic for us, hence NA.

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Onward Technologies Limited Annual Report 2024-25

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE

This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core
Elements with key processes and decisions. The information sought is categorized as “Essential” and “Leadership”.
While the essential indicators are expected to be disclosed by every entity that is mandated to file this report, the
leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher level in their
quest to be socially, environmentally and ethically responsible.

PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is
Ethical, Transparent and Accountable.
Essential Indicators
1. Percentage coverage by training and awareness programmers on any of the principles during the
financial year:

Segment Total number Topics / principles covered under the %age of persons in
of training and training and its impact respective category
awareness covered by the awareness
programmed held programmers
Board of 6 1. Company policies 100%
Directors 2. Risk management policy &
mitigation plan
3. BRSR reporting
4. Role of governance in ESG
enhancement
5. Human Rights
6. Code of conduct
7. Environmental sustainability
Key Managerial 5 1. Employee Engagement 100%
Personnel 2. Organizational Performance
3. Customer Centricity
4. Human Rights
5. Code of Conduct
6. Whistleblower Policy
7. POSH
8. Anti-corruption & anti-bribery
9. ESG & sustainability awareness
10. Data privacy & Cyber Security
11. Grievance redressal mechanism
12. Health & mental wellness
Employees other 64 1. Employee Engagement 100%
than BoD and 2. Team Building
KMPs 3. Safety Training Programs
4. Customer Centricity
5. Human Rights
6. Code of Conduct
7. Whistleblower Policy
8. POSH
9. Anti-corruption & anti-bribery
10. ESG & sustainability awareness
11. Data privacy & Cyber Security
12. Grievance redressal mechanism
13. Health & mental wellness
Workers NA NA NA

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2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in
proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial
institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the
basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations)
Regulations, 2015 and as disclosed on the entity’s website):
There were no instances of Details of fines / penalties /punishment/ award/ compounding fees/ settlement
amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/
judicial institutions, during the financial year

3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed.

Case Details Name of the enforcement agencies /judicial institutions

NA NA

4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if
available, provide a web-link to the policy.
Yes, Onward Tech has a separate anti-bribery policy ensuring socially responsible business conduct.
The company adopts a zero-tolerance approach towards bribery and corruption, committed to acting
professionally, fairly, and with integrity in all its business dealings across offices. The policy addresses aspects
like bribery, gifts, facilitation payments, kickbacks, and political and charitable contributions. Anyone involved
in a such acts have to face setbacks including penalties, imprisonment, fines and other rigorous measures as
taken by the company. Additionally, the company’s zero tolerance approach against corruption and bribery is
communicated to all customers, clients, vendors and business partners.

Anti-bribery policy: www.onwardgroup.com/Investors

5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:

FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
Directors
KMPs
NIL NIL
Employees
Workers

6. Details of complaints with regard to conflict of interest:

FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
Number Remarks Number Remarks
Number of complaints received 0 NIL Complaints 0 NIL Complaints
in relation to issues of Conflict of
Interest of the Directors
Number of complaints received 0 NIL Complaints 0 NIL Complaints
in relation to issues of Conflict of
Interest of the KMPs

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Onward Technologies Limited Annual Report 2024-25

7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action
taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts
of interest.
Not Applicable.

8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the
following format:

FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
No of days of accounts payable 122 124

9. Open-ness of business
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties
along-with loans and advances & investments, with related parties, in the following format:

Parameter Metrics FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
Concentration a. Purchases from trading houses as % of total purchases - -
of Purchases
b. Number of trading houses where purchases are made - -
from
c. Purchases from top 10 trading houses as % of total - -
purchases from trading houses
Concentration a. Sales to dealers/distributors as % of total sales - -
of Sales
b. Number of dealers / distributors to whom sales are - -
made
c. Sales to top 10 dealers / Distributors as % of total sales - -
to dealers / distributors
Share of a. Purchases (Purchases with related parties / Total - -
RPTs in Purchases)
b. Sales (Sales to related parties / Total Sales) in Lakhs 8,123.99 8,286.02
c. Loans & advances (Loans & advances given to related - -
parties / Total loans & advances)
d. Investments (Investments in related parties/Total - -
Investments made)

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PRINCIPLE 2 Businesses should provide goods and services in a manner that is sustainable and safe
Essential Indicators
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
environmental and social impacts of product and processes to total R&D and capex investments made
by the entity, respectively.

FY 2024-25 FY 2023-24 Details of improvements in

(Current Financial Year) (Previous Financial Year) environmental and social impacts
R&D
Nil
Capex

2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
As the nature of business of the Company is Information Technology, the consumption of resources is
limited.
Henceforth, sustainable sourcing is not a material for us, hence not applicable.
b. If yes, what percentage of inputs were sourced sustainably?
Not Applicable

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at
the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste.
The Company provides services to its customers and does not manufacture any products. The Company’s
generated e-waste and battery waste is sent to the authorized vendors/recyclers for recycling.

4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If
yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan
submitted to Pollution Control Boards? If not, provide steps taken to address the same.
Not Applicable

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Onward Technologies Limited Annual Report 2024-25

PRINCIPLE 3 Businesses should respect and promote the well-being of all employees, including those in
their value chains
Essential Indicators
1. a. Details of measures for the well-being of employees:

Category % of employees covered by

Total Health insurance Accident Maternity Paternity Day Care facilities
(A) insurance benefits Benefits
Number % (B / Number % (C / Number % (D / Number % (E / Number % (F / A)
(B) A) (C) A) (D) A) (E) A) (F)
Permanent employees
Male 1966 1966 100% 1966 100% - - 1966 100% - -
Female 495 495 100% 495 100% 495 100% - - - -
Total 2461 2461 100% 2461 100% 495 100% 1966 100% - -
Other than Permanent employees
Male
Female NA
Total

b. Details of measures for the well-being of workers:

Category % of workers covered by

Total Health insurance Accident Maternity Paternity Day Care facilities
(A) insurance benefits Benefits
Number % (B / Number % (C / Number % (D / Number % (E / Number % (F / A)
(B) A) (C) A) (D) A) (E) A) (F)
Permanent workers
Male NA
Female
Total
Other than Permanent workers
Male
Female NA
Total

c. Spending on measures towards well-being of employees and workers (including permanent and other
than permanent) in the following format

FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
Cost incurred on well- being measures as a % of 0.46% 0.50%
total revenue of the company

2. Details of retirement benefits, for Current FY and Previous Financial Year.

Benefits FY 2024-25 (Current Financial Year) FY 2023-24 (Previous Financial Year)

No. of employees No. of workers Deducted and No. of employees No. of workers Deducted and
covered as a % of covered as a % deposited with covered as a % of covered as a % deposited with
total employees of total workers the authority total employees of total workers the authority
(Y/N/N.A.) (Y/N/N.A.)
PF 100 NA Y 99.95 NA Y
Gratuity 100 NA Y 99.95 NA Y
ESI 0 NA NA 0.04 NA Y
Others NA NA NA NA NA NA
– please
specify

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3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the
requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by
the entity in this regard.
Yes, the premises and offices of Onward Technologies Limited adhere to the guidelines outlined in the Rights
of Persons with Disabilities Act, 2016. The company’s Equal Opportunity Policy affirms its commitment to
ensuring proper infrastructure and reasonable accommodation is provided to persons with disabilities and
enable them to effectively discharge their duties. The company premises include ramps, elevators, and other
accommodation to ensure accessibility for differently abled employees and workers. Additionally, wheelchair
friendly ramps have been installed to facilitate easy navigation within our premises, demonstrating the
commitment to inclusivity and equal opportunity in the workplace.

4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016?
If so, provide a web-link to the policy.
Yes, Onward Tech has an Equal Opportunity Policy which affirms its commitment to providing equal
opportunity to all its employees, regardless of their race, color, religion, sex, national origin, ancestry, age,
marital status, sexual orientation, or disability. The company is dedicated to promoting a workplace that is
free of discrimination, harassment, and retaliation. The company also follows an action-based investigation
approach in case of breach of the policy either through discrimination, harassment, bullying or victimizing
other employees or by making false claims. Equal Opportunity Policy: www.onwardgroup.com/Investors

5. Return to work and Retention rates of permanent employees and workers that took parental leave.

Gender Permanent employees Permanent workers

Return to work rate Retention rate Return to work rate Retention rate
Male 100% 100%
Female 97% 97% NA
Total 99% 99%

6. Is there a mechanism available to receive and redress grievances for the following categories of
employees and worker? If yes, give details of the mechanism in brief.

Yes/No (If Yes, then give details of the mechanism in brief)

Permanent Workers NA
Other than Permanent Workers NA
Permanent Employees Onward Tech’s whistleblower policy ensures that all employees can
report any observed malpractices, whether concerning themselves or
other employees. Any employee with a grievance must submit a written
complaint to the Ombudsman. In cases where an employee needs to file
a complaint against the Ombudsman, a copy of the complaint should
be forwarded to the Chairman of the Audit Committee. If the matter is
determined to be a personal dispute or is deemed suitable for resolution
through the standard grievance settlement procedure, the Ombudsman
may assist the complainant in resolving the matter amicably without
further investigation. However, if the Ombudsman concludes that
serious misconduct is involved, an investigation may be initiated,
which may involve questioning and the involvement of third parties to
gather evidence. Protected disclosures can be sent on whistleblower@
onwardgroup.com and to the Vigilance and Ethics officer i.e. the
Compliance Officer of the Company at compliance@onwardgroup.
com For grievances related to sexual harassment, employees may also
contact: [email protected]
Other than Permanent Employees NA

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Onward Technologies Limited Annual Report 2024-25

7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
No. There is no such employee association that is officially recognized by the Company.

Category FY 2024-25 (Current Financial Year) FY 2023-24 (Previous Financial Year)

Total No. of employees/ % Total employees/ No. Of employees / %
employees workers in respective (B/A) workers in workers in respective (D/C)
/ workers in category, who are respective category, who are part
category (C) of association(s) or
respective part of association(s)
Union (D)
category (A) or Union (B)
Total
Permanent
Employees
NA
Male
Female
Total
Permanent
Workers
NA
Male
Female

8. Details of training given to employees and workers:

Category FY 2024-25 (Current Financial Year) FY 2023-24 (Previous Financial Year)

Total On Health and On Skill Total On Health and On Skill
safety measures upgradation safety measures upgradation
No. (B) % (B / A) No. (C) % (C / A) No. (E) % (E / D) No. (F) % (F / D)
Employees
Male 1966 1966 100% 1897 96.49% 1941 1890 97.37% 1853 95.47%
Female 495 495 100% 492 99.39% 459 459 100% 459 100%
Total 2461 2461 100% 2389 97.07% 2400 2349 98.69% 2312 96.33%
Workers
Male
Female NA
Total

9. Details of performance and career development reviews of employees and worker:

Category FY 2024-25 (Current Financial Year) FY 2023-24 (Previous Financial Year)

Total (A) No. (B) % (B / A) Total (C) No. (D) % (D / C)
Employees
Male 1966 1811 92.12 1941 1787 92.07
Female 495 445 89.90 459 448 97.60
Total 2461 2256 91.67 2400 2235 93.13
Workers
Male
Female NA
Total

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10. Health and safety management system:

a. Whether an occupational health and safety management system has been implemented by the
entity? (Yes/ No). If yes, the coverage such system
Yes. The entity has implemented an Occupational Health and Safety Management System (OHSMS)
accordance with [specify standard, e.g., ISO 45001:2018 / national guidelines / internal policies].
Coverage: The system covers 100% of employees at all operational sites, including full-time, contractual,
and onsite third-party workers. Regular safety audits, risk assessments, and employee training programs
are conducted to ensure effective implementation. A dedicated Health & Safety Committee oversees
compliance and continual improvement of the OHS practices.

b. What are the processes used to identify work-related hazards and assess risks on a routine and non-
routine basis by the entity?
The entity follows a structured approach to identify and assess work-related hazards and risks, both for
routine and non-routine tasks, as part of its Occupational Health and Safety Management System. The
key processes include:

1. Hazard Identification: Job Safety Analysis (JSA) / Job Hazard Analysis (JHA): Conducted regularly for
all operational tasks. Workplace Inspections: Periodic inspections are carried out by safety officers and
cross-functional teams to identify potential hazards. Permit to Work (PTW) System: Implemented
for high-risk non-routine activities such as confined space entry, hot work, working at heights, etc.
Incident and Near-Miss Reporting: Employees are encouraged to report unsafe conditions or near
misses, which are logged and investigated. Change Management Process: Any change in process,
equipment, or materials undergoes a safety risk assessment.

2. Risk Assessment: Risk Matrix Methodology: Used to evaluate and prioritize risks based on likelihood
and severity. Routine Risk Assessments: Conducted quarterly or semi-annually across all departments.
Non-Routine Risk Assessments: Triggered by new projects, maintenance shutdowns, or changes in
operation.

3. Review and Mitigation: Corrective & Preventive Actions (CAPA): Implemented for identified hazards,
with follow-up monitoring. Training and Awareness Programs: Conducted for employees and
contractors based on risk profiles. Emergency Preparedness Drills: Conducted periodically to test
responses to potential high-risk scenarios.

c. Whether you have processes for workers to report the work-related hazards and to remove
themselves from such risks. (Y/N)
Yes. The entity has established formal and informal processes to enable workers to report work-related
hazards and, where necessary, remove themselves from unsafe conditions without fear of retaliation. Key
elements include:
Hazard Reporting Mechanism: Employees can report unsafe conditions through:

Safety suggestion boxes

Digital reporting tools / apps

Direct reporting to supervisors or the safety officer

Right to Refuse Unsafe Work: Employees are empowered to stop work if they perceive an immediate risk
to health or safety. This is clearly communicated through induction programs and periodic training.

Whistleblower Policy: Ensures protection for employees who report hazards or refuse unsafe work.

Awareness Campaigns and Toolbox Talks: Reinforce the message that safety is a shared responsibility
and that all employees have the right to a safe working environment.

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Onward Technologies Limited Annual Report 2024-25

d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare
services? (Yes/ No)
Yes. The entity provides access to non-occupational medical and healthcare services to employees and
workers, including:
Annual health check-ups, outpatient consultation services through tie-ups with hospitals/clinics. Health
insurance coverage for self and dependents, which includes treatment for non-work-related illnesses.
Mental health and wellness programs, including counseling services. Health awareness and lifestyle
management workshops (e.g., sessions on diet, stress, smoking cessation). These services are made
available to both permanent and contractual employees (where applicable), as part of the organization’s
broader commitment to employee well-being.

11. Details of safety related incidents, in the following format:

Safety Incident/Number Category* FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
Lost Time Injury Frequency Rate (LTIFR) (per one Employees NIL NIL
million-person hours worked) Workers NA NA
Total recordable work-related injuries Employees NIL NIL
Workers NA NA
No. of fatalities Employees NIL NIL
Workers NA NA
High consequence work-related injury or ill-health Employees NIL NIL
(excluding fatalities) Workers NA NA

*Including in the contract workforce

12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
Organization is committed to ensuring a safe and healthy working environment for all employees, contractors,
and stakeholders. To achieve this, a range of proactive and preventive measures have been implemented,
including:

1. 
Implementation of Safety Management Systems: Adoption of an Occupational Health & Safety
Management System aligned with [e.g., ISO 45001:2018 or equivalent]. Regular audits and compliance
checks to ensure system effectiveness.

2. Hazard Identification and Risk Control: Conducting Job Safety Analysis (JSA) and risk assessments for
all operations. Use of a Permit to Work (PTW) system for high-risk activities such as confined space work
and electrical maintenance. Installation of engineering controls, PPE requirements, and emergency stop
mechanisms.

3. Safety Training and Awareness: Induction training for all new employees and contractors on safety policies
and practices. Regular toolbox talks, mock drills, and refresher trainings on fire safety, first aid, emergency
evacuation, etc.

4. Health & Wellness Initiatives: Annual health check-ups and on-site medical support. Mental health
awareness programs, counselling services, and employee assistance programs (EAP). Tie-ups with
hospitals or healthcare providers for non-occupational health needs.

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5. Incident Reporting and Investigation: Established protocols for reporting and investigating incidents,
near-misses, and unsafe conditions. Use of Root Cause Analysis (RCA) and implementation of Corrective
and Preventive Actions (CAPA).

6. Employee Participation and Monitoring: Functioning Safety Committees at each office with worker
representation. Regular monitoring of safety KPIs like LTIFR, TRIFR, near-miss frequency, etc. Open-door
policy for employees to raise safety concerns without fear of retaliation.

13. Number of Complaints on the following made by employees and workers:

FY 2024-25 (Current Financial Year) FY 2023-24 (Previous Financial Year)

Filed during Pending Remarks Filed during Pending Remarks
the year resolution at the year resolution at
the end of year the end of year
Working
Conditions NIL NIL
Health & Safety

14. Assessments for the year:

% of your plants and offices that were assessed (by

entity or statutory authorities or third parties)
Health and safety practices. 100%
Working Conditions 100%

15. Provide details of any corrective action taken or underway to address safety-related incidents (if any)
and on significant risks / concerns arising from assessments of health & safety practices and working
conditions.
NIL

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Onward Technologies Limited Annual Report 2024-25

PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
1. Describe the processes for identifying key stakeholder groups of the entity.
Onward Tech places a high value on establishing and maintaining positive relationships with its stakeholders
for long-term value creation. Both internal and external stakeholders having a significant impact on the
Company’s operating performance are considered as key stakeholders, with a focus on high valuer the
Company. Onward Technologies stakeholders include employees, customers, investors/ shareholders and
communities

2. List stakeholder groups identified as key for your entity and the frequency of engagement with each
stakeholder group.

Stakeholder Whether Channels of Frequency of Purpose and scope of

Group identified as communication (Email, engagement engagement including
Vulnerable & SMS, Newspaper, (Annually/ Half topics concerns key and
Marginalized Pamphlets, yearly/ Quarterly raised during engagement
Group (Yes/ Advertisement, / others – please
No) Community Meetings, specify)
Notice Board, Website),
other
Customers No In-person meetings, Email, Annual and whenever Customer communication
SMS, Website, Corporate required. and relationship
Brochure management Operational
& Administrative support
Sales and Delivery
Customer feedback Onward
Technologies Limited
compliance.
Employees No Town Halls, All hands Daily/ Weekly reviews KRA goal setting and
meeting/In-person / Monthly/ performance Corporate
meetings, Email, SMS, Culture Events Company
Town Halls, Posters, Offsite performance and goals
meetings Ethical Business Conduct
Investors/ No Website/BSE/NSE Websites Quarterly as well Corporate governance ESG
Shareholders as Half-Yearly and disclosures Regulatory
Annual appraisal compliance Overall
Company performance Key
Business decisions
Communities No CSR visits and interaction Annually CSR contributions and
(Healthcare & Community development
Education for
the under-
privileged
Value Chain No Emails, meetings As and when Supplier engagement timely
Partners required. payments Collaboration
Suppliers)
Regulatory No Statutes and regulations Whenever required. Statutory and Regulatory
Bodies Compliances

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PRINCIPLE 5 Businesses should respect and promote human rights

Essential Indicators
1. Employees and workers who have been provided training on human rights issues and policy(policies) of
the entity, in the following format:

Category FY 2024-25 FY 2023-24

(Current Financial Year) (Previous Financial Year)
Total No. of employees/ % (B/A) Total (C) No. of Employees/ % (D/C)
(A) workers covered (B) workers covered (D)
Employees
Permanent 2461 2461 100% 2400 2400 100%
Other than permanent 0 0 0 0 0 0
Total Employees 2461 2461 100% 2400 2400 100%
Workers
Permanent
Other than permanent NA
Total Workers

2. Details of minimum wages paid to employees and workers, in the following format:

Category FY 2024-25 FY 2023-24

(Current Financial Year) (Previous Financial Year)
Total Equal to More than Total Equal to More than
(A) Minimum Wage Minimum Wage (D) Minimum Wage Minimum Wage
No.(B) % (B/A) No.(C) % (C/A) No.(E) % (E/D) No. (F) % (F/D)
Employees
Permanent 2461 158 6% 2303 94% 2400 2400 100%
Male 1966 122 6% 1844 94% 1941 0 0 1941 100%
Female 495 36 7% 459 93% 459 459 100%
Other than
Permanent
NA
Male
Female
Workers
Permanent
Male
Female
Other than NA
Permanent
Male
Female

3. Details of remuneration/salary/wages
a. Median remuneration / wages:

Male Female
Number Median remuneration/ Number Median remuneration/
salary/wages of salary/ wages of
respective category respective category
Board of Directors (BoD) 6 4,42,500 1 4,00,000
Key Managerial Personnel 2 36,49,972 - -
Employees other than BoD and KMP 1962 10,96,698 495 10,56,769
Workers NA

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Onward Technologies Limited Annual Report 2024-25

b. Gross wages paid to females as % of total wages paid by the entity in the following format:

FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
Gross wages paid to females as % of total wages 19.00% 18.82%

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or
issues caused or contributed to by the business? (Yes/No)
Yes, we have a grievance redressal committee in place, which is responsible for addressing, investigating
and resolution of any grievance raised by an employee, vendor, customer or other internal and external
stakeholders.

5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
Onward Tech strongly prohibits and has zero tolerance towards all forms of child labor, slavery, forced labor
and harassment (physical, sexual, psychological or verbal abuse). We have a well-defined grievance redressal
mechanism in place ensuring prompt and effective resolution of grievances and the grievance redressal
committee is responsible for investigating, evaluating and deciding on the resolution. The grievance redressal
mechanism includes below-mentioned four step process:

Any grievance of an employee should first be discussed verbally by him/her with the immediate Supervisor.
Post employee should connect directly w ith HRBP.
If not solved by HRBP; HRBP should communicate this to HR head for further proceedings and actions.
If not resolved, then HRBP should take up the matter to final escalation with Managing Director through
conciliation within 5 working days of the reporting thereof.
Human Rights Policy: www.onwardgroup.com/Investors

6. Number of Complaints on the following made by employees and workers:

FY 2024-25 FY 2023-24
(Current Financial Year) (Previous Financial Year)
Filed during Pending Remarks Filed during Pending Remarks
the year resolution at the year resolution at
the end of year the end of year
Sexual Harassment
Discrimination at
workplace
Child Labour
Forced Labour / NIL
Involuntary Labour
Wages
Other human rights
related issues

7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, in the following format:

FY 2024-25 FY 2023-24
(Current (Previous
FinancialYear) Financial Year)
Total Complaints reported under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)
NA
Complaints on POSH as a % of female employees / workers
Complaints on POSH upheld

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8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment

cases.
At Onward Tech, ensuring the safety and well-being of our employees is of utmost importance. Any
threats, adverse consequences, or retaliation against complainants are completely against our company’s
core values. As part of this commitment, we have implemented several mechanisms. Firstly, we provide
mandatory Prevention of Sexual Harassment (PoSH) induction to all employees, including new hires,
covering approximately 2000 to 3000 employees annually. Additionally, we conduct quarterly sessions led
by external Internal Committee (IC) members to communicate our policies effectively. Moreover, our offices
across India prominently display posters conveying our zero-tolerance stance towards workplace harassment,
accompanied by a dedicated email address ([email protected]) for lodging complaints. We also
have a whistleblower policy accessible on both our HRMS and website, ensuring that employees can report
violations without fear of reprisal and can expect full support from the company. Complaints are directly
addressed to senior management via [email protected]. Any form of threats or retaliation
against employees who report violations or assist in investigations is strictly prohibited. All relevant policies are
readily available on our website for easy reference.
PoSH Policy: www.onwardgroup.com/Investors
Whistleblower Policy: www.onwardgroup.com/investors

9. Do human rights requirements form part of your business agreements and contracts?
(Yes/No)

Yes, human rights are a part of all agreements with customers as well as contractors. Our human rights
policy applies to all permanent and non-permanent employees, contractors, vendors, suppliers and other
stakeholders in the company across all entities/geographies of Onward Tech. The policy covers aspects such as
workplace health & safety, equal-opportunity, diversity & inclusion, no-discrimination, freedom of association,
decent working hours, prevention of sexual harassment etc.
Human Rights Policy: www.onwardgroup.com/investors

10. Assessments for the year:

% of your plants and offices that were assessed (by

entity or statutory authorities or third parties)
Child Labour NA
Forced/involuntary Labour NA
Sexual harassment 100%
Discrimination at workplace 100%
Wages 100%
Others – please specify NA

11. Provide details of any corrective actions taken or underway to address significant risks / concerns
arising from the assessments at Question 10 above.
NIL

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Onward Technologies Limited Annual Report 2024-25

PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption (in GJ) and energy intensity.

Parameter FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
From renewable sources
Total electricity consumption (A) 1532.08 962.88
Total fuel consumption (B) 0 0
Energy consumption sources (C) Through other 0 0
Total energy consumed from renewable sources (A+B+C) 1532.08 962.88
From non-renewable sources
Total electricity consumption (D) 2798.32 2799.66
Total fuel consumption (E) 65.34 327.91
Energy through other consumption sources(F) 0 0
Total energy consumed from non- renewable sources (D+E+F) 2863.66 3127.57
Total energy consumed (A+B+C+D+E+F) 4395.74 4090.45
Energy intensity per rupee of turnover (Total energy consumed / 0.00000115 0.00000126
Revenue from operations)
Energy intensity per rupee of turnover adjusted for Purchasing Power - -
Parity (PPP) (Total energy consumed / Revenue from operations
adjusted for PPP)
Energy intensity in terms of physical output - -
Energy intensity (optional) – the relevant metric may be selected by the - -
entity

Note: Indicate if any independent assessment/ evaluation assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency. No
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the
Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose
whether targets set under the PAT scheme have been achieved. In case targets have not been achieved,
provide the remedial action taken, if any.
Not Applicable

3. Provide details of the following disclosures related to water, in the following format:

Parameter FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
Water withdrawal by source in kiloliters
(i) Surface water - -
(ii) Groundwater - -
(iii) Third party water 204 292
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal (in kiloliters) (i + ii + iii + iv + v) 204 292
Total volume of water consumption (in kiloliters) 204 292
Water intensity per rupee of turnover (Total water consumption / 0.000000053 0.000000084
Revenue from operations)
Water intensity per rupee of turnover adjusted for Purchasing - -
Power Parity (PPP) (Total water consumption / Revenue from
operations adjusted for PPP)
Water intensity in terms of physical output - -
Water intensity (optional) – the relevant metric may be selected by - -
the entity

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Note: Indicate if any independent assessment/ evaluation Assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
No

4. Provide the following details related to water discharged:

Parameter FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
Water discharge by destination and level of treatment in kiloliters
(i) To Surface water Nil Nil
- No treatment
- With treatment – please specify level of treatment
(ii) To Groundwater Nil Nil
- No treatment
- With treatment – please specify level of treatment
(iii) To Seawater Nil Nil
- No treatment
- With treatment – please specify level of treatment
(iv) Sent to third parties Nil Nil
- No treatment
- With treatment – please specify level of treatment
(v) Others Nil Nil
- No treatment
- With treatment – please specify level of treatment
Total water discharged (in kiloliters) Nil Nil

Note: Indicate if any independent assessment/ evaluation Assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
No

5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its
coverage and implementation.
Not Applicable

6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format:

Parameter Please specify FY 2024-25 FY 2023-24

unit (Current (Previous
Financial Year) Financial Year)
NOx Kg Nil Nil
SOx Kg
Particulate Matter (PM) Kg
Persistent Organic Pollutants (POP) Kg
Volatile Organic Compounds (VOC) Kg
Hazardous air pollutants (HAP) Kg
Others - Please Specify Kg 71.5 68

Note: Indicate if any independent assessment/ evaluation assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency. -No

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Onward Technologies Limited Annual Report 2024-25

7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the
following format:

Parameter Unit FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
Total Scope 1 emissions (Break-up of the GHG into CO2, tonnes of CO2 5 154
CH4, N2O, HFCs, PFCs, equivalent
SF6, NF3, if available)
Total Scope 2 emissions (Break-up of the GHG into CO2, tonnes of CO2 566 728
CH4, N2O, HFCs, PFCs, equivalent
SF6, NF3, if available)
Total Scope 1 and Scope 2 emission intensity per rupee tonnes of CO2 0.000000184 0.00000025
of turnover (Total Scope 1 and Scope 2 GHG emissions / equivalent
Revenue from operations)
Total Scope 1 and Scope 2 emission intensity per rupee of - - --
turnover adjusted

Parameter Unit FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
for Purchasing Power Parity (PPP) (Total Scope 1 and Scope 2 - - -
GHG emissions / Revenue from operations adjusted for PPP)
Total Scope 1 and Scope 2 emission intensity in terms of - - -
physical output
Total Scope 1 and Scope 2 emission intensity (optional) – the - - -
relevant metric may be selected by the entity

Note: Indicate if any independent assessment/ evaluation Assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency. -No

8. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide
details.
Yes, Onward Tech has taken the following projects as an effort to reduce Green House Gas (GHG)
emissions:
i) To reduce carbon footprint, the Company has implemented various measures in its Pune office
such as Star certified appliances and LED lighting.
ii) Also reduced paper usage as a part of their digital transformation efforts and have taken steps to
eliminate single-use plastics in their offices by providing insulated bottles for their employees.
iii) Onward Tech has adopted wind power in FY 2024-25 for electricity generation saving 408631KWH.

9. Provide details related to waste management by the entity, in the following format:

Parameter FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
Total Waste generated (in metric tonnes)
Plastic waste (A) 0.03 0.13
E-waste in Kg(B) 0.31 0
Bio-medical waste (C) 0 0
Construction and demolition waste (D) 0 0
Battery waste (E) 0 0
Radioactive waste (F) 0 0
Other Hazardous waste. Please specify, if any. (G) 0 0
Other Non-hazardous waste generated (H). Please specify, if any. (Break- 0.99 2.19
up by composition i.e. by materials relevant to the sector)
Total (A+B + C + D + E + F + G + H) 1.33 2.32

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Parameter FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
Waste intensity per rupee of turnover (Total waste generated / Revenue 0.00000000349 0.00000000609
from operations)
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity - -
(PPP) (Total waste generated / Revenue from operations adjusted for PPP)
Waste intensity in terms of physical output - -
Waste intensity (optional) – the relevant metric may be selected by the entity - -
For each category of waste generated, total waste recovered through
recycling, re-using or other recovery operations (in metric tonnes)
Category of waste
(i) Recycled 1.33 2.32
(ii) Re-used 0 0
(iii) Other recovery operations 0 0
Total 1.33 2.32
For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
Category of waste 0 0
(i) Incineration 0 0
(ii) Landfilling 0 0
(iii) Other disposal operations 0 0
Total 0 0

Note: Indicate if any independent assessment/ evaluation Assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
No

10. Briefly describe the waste management practices adopted in your establishments. Describe the
strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products
and processes and the practices adopted to manage such wastes.

The nature of the business of Onward Tech does not involve the use of hazardous or toxic chemicals.
Whereas, the Company has adopted several wastes management practices in its pan India offices.
I. It has Implemented an E-waste collection program across its branches throughout India and works with
certified E-waste handlers to properly dispose of all the E-Waste.
II. The Company uses local vendors for the disposal of non-hazardous waste such as paper.
III. The Company has also reduced paper usage as a part of their digital transformation efforts and have taken
steps to eliminate single- use plastics in their offices by providing insulated bottles for their employees to
use.
IV. Dry and wet waste segregation process initiated.
11. If the entity has operations/offices in around ecologically sensitive areas (such as national parks, wildlife
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.)
where environmental approvals / clearances are required, please specify details in the following format:

S. No. Location of Type of operations Whether the conditions of environmental approval

operations/offices / clearance are being complied with? (Y/N) If no, the
reasons there of and corrective action taken, if any.
NA

12. Details of environmental impact assessments of projects undertaken by the entity based on applicable
laws, in the current financial year:
Not Applicable

13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such
as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution)
Act, Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-
compliances, in the following format:
Yes

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Onward Technologies Limited Annual Report 2024-25

PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a
manner that is responsible and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/ associations - 3
b. List the top 10 trade and industry chambers/ associations (determined based on the total members
of such body) the entity is a member of/ affiliated to.

S. No. Name of the trade and industry chambers/ Reach of trade and industry chambers/
associations associations (State/National)
1 National Association of Software and Service National
Companies (NASSCOM)
2 The IndUS Entrepreneurs (TiE), Mumbai National
3 Indian Merchant Chambers (IMC) National

2.  rovide details of corrective action taken or underway on any issues related to anti-competitive
P
conduct by the entity, based on adverse orders from regulatory authorities.

Name of authority Brief of the case Corrective action taken

NA

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PRINCIPLE 8 Businesses should promote inclusive growth and equitable development

Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable
laws, in the current financial year.

Name and brief details SIA Notification Date of Whether conducted Results Relevant
of project No. notification by independent communicated Web link
external agency in public domain
(Yes / No) (Yes / No)
NA

2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being
undertaken by your entity, in the following format:

S. No. Name of Project for State District No. of Project % of PAFs covered Amounts paid
which R&R is ongoing Affected Families by R&R to PAFs in the
(PAFs) FY (In `)
NA

3. Describe the mechanisms to receive and redress grievances of the community.

Onward Technologies Limited prioritizes the concerns of the community and provides accessible mechanisms
for grievance redressal. Our Whistleblower policy encompasses all internal and external stakeholders across
our various entities and geographies. Community members can raise their concerns directly to our Vigilance
and Ethics Officer at [email protected] or via [email protected]. The Audit
Committee is responsible for recording, investigating, and resolving all grievances within a timeframe
of 90 days, with the flexibility for extensions if needed, ensuring timely and effective redressal while also
implementing corrective actions as necessary.

Whistleblower Policy: www.onwardgroup.com/Investors

4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:

FY 2024-25 FY 2023-24
(Current (Previous
Financial Year) Financial Year)
Directly sourced from MSMEs/ small producers 46.13 % 47.46%
Directly from within India 99.72% 99.93%

5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or
workers employed on a permanent or non-permanent / on contract basis) in the following locations, as
% of total wage cost

Location FY 2024-25 FY 2023-24

(Current (Previous
Financial Year) Financial Year)
Rural 0 0
Semi-urban 0 0
Urban 58 56
Metropolitan 42 44

(Place to be categorized as per RBI Classification System - rural / semi-urban / urban / metropolitan)

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Onward Technologies Limited Annual Report 2024-25

PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner
Essential Indicators
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
Onward Tech is certified under ISO 9007:2075, ensuring its Quality Management System is top-notch. The
organization has implemented a sturdy mechanism and framework to effectively track and address customer
complaints, conducting thorough root cause analyses as part of its process.

2. Turnover of products and/ services as a percentage of turnover from all products/service that carry
information about:

As a percentage to total turnover

Environmental and social parameters relevant to the NA
product
Safe and responsible usage NA
Recycling and/or safe disposal NA

3. Number of consumers complaints in respect of the following:

FY 2024 -25 Remarks FY 2023-24 Remarks

(Current Financial Year) (Previous Financial Year)
Received Pending Received Pending
during the resolution at during the resolution at
year end of year year end of year
Data privacy 0 0 No 0 0 No
Advertising 0 0 0 0
Cyber-security 0 0 No customer 0 0 No customer
complaints received complaints received
related to cyber security related to cyber security
Delivery of 0 0 - 0 0 -
essential
services
Restrictive 0 0 6 0 RCA performed for
Trade Practices - identified
Customer Complaints
Unfair Trade 0 0 0 0
- -
Practices
Other 0 0 - 0 0 -

4. Details of instances of product recalls on account of safety issues:

Not Applicable

5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If
available, provide a web-link of the policy.
Yes, all replated policies hosted on our inhouse portal (MYHR Portal)

6. Provide details of any corrective actions taken or underway on issues relating to advertising, and
delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of
product recalls; penalty / action taken by regulatory authorities on safety of products / services.
Not Applicable

7. Provide the following information relating to data breaches:

a. Number of instances of data breaches. 0
b. Percentage of data breaches involving personally identifiable information of 0
customers.
c. Impact, if any, of the data breaches. Not Applicable

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Management Discussion & Analysis

Macro Economy Review energy is also becoming a powerful driver of more
Global Economy inclusive, long-term growth across the country2.

In 2024, the global economy navigated a complex and Indian Economy

evolving landscape shaped by shifting geopolitical India remains one of the fastest-growing economies
dynamics and changing market trends. According to globally, driven by its favourable demographics,
International Monetary Fund April 2025 report, global strong domestic consumption, ongoing structural
economy grew by 3.3% year-over-year, reflecting reforms, robust GST collections and advancements
steady but modest expansion. The U.S. economy in manufacturing, infrastructure, technology and
remained strong, supported by a tight labour market digital initiatives. Despite this momentum, economic
and resilient domestic demand, whereas the Eurozone growth moderated in FY 2024-25 due to both global
struggled with structural challenges, particularly and domestic headwinds. According to the Ministry of
in energy-intensive sectors. Advanced economies Statistics and Programme Implementation (MOSPI),
witnessed a growth rate of 1.8% YoY, while Emerging GDP growth slowed to 6.5% YoY in FY 2024-25, down
Market and Developing Economies (EMDEs) continued from 9.2% in FY 2023-24. The slowdown reflects
to show resilience with 4.3% YoY growth. India and challenges such as weak manufacturing output,
Southeast Asia emerged as key growth engines, fuelled persistent food inflation, tepid urban consumption, a
by robust domestic consumption, digital innovation widening trade deficit and muted private investment.
and infrastructure investments. Meanwhile, China’s However, resilience in the services sector, higher
recovery was tempered by headwinds from a property infrastructure spending and government-led digital
sector downturn and subdued external demand. and financial inclusion initiatives helped sustain a
stable growth trajectory. Trade diversification efforts
Global Economy Growth (%)1 and new free trade agreements also played a role in
4.3 mitigating external risks.
3.7 3.9
3.3 3.0
2.8
1.8 Indian GDP Growth Rate (in %)3
1.4 1.5
9.2
7.6
6.5 6.5
CY 2024 CY 2025 CY 2026 (P)
Global Economy Advanced Economy
Emerging Market & Developing Economies

The global economic outlook for 2025 presents FY23 FY24 FY25* FY26#
a thoughtful mix of caution and hope. As trade
relationships evolve and policies shift, navigating the Inflation remained a key concern during the year,
landscape has become more complex – but there driven by global supply disruptions and volatile
are clear signs of resilience. Advanced economies commodity prices. To support growth, the RBI’s
are gradually bringing inflation under control, while Monetary Policy Committee cut the repo rate twice in
emerging markets, particularly China and India, early 2025, reducing it by 50 basis points to 6% while
continue to chart a stable growth path. The return maintaining an accommodative stance. CPI inflation
of U.S. tariffs and the resulting responses from other averaged 4.9% in FY 2024-25, down from 5.4% in the
nations have added pressure to global trade, driving previous year and is projected to ease further to 4.0%
up costs and making both consumers and investors in FY 2025-26, signalling improved price stability going
more cautious. Even so, the overall direction looks forward. India’s economic outlook remains positive,
encouraging. The world economy is expected to grow by with GDP projected to grow by 6.5% in FY 2025-26,
2.8% in 2025 and 3.0% in 2026, supported by ongoing matching the pace of FY 2024-25 and outpacing the
innovation, smart policy decisions and stronger global global average. This sustained growth is supported
collaboration. The accelerating shift toward clean by a youthful population and continued government

Source: International Monetary Fund April 2025 report

1

Source: https://www.imf.org/en/Publications/WEO/Issues/2025/ 01/17/world-economic-outlook-update-january-2025

2

3
Source: *MOSPI Report dated 28th February 2025
#Reserve Bank of India (RBI) Monetary Policy Committee (MPC) report dated April 9, 2025

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Onward Technologies Limited Annual Report 2024-25

focus on strengthening digital, financial and physical capabilities in data monetisation, leveraging cloud-
infrastructure4. based AI and analytics, platform-based services and
automation are now starting to yield significant results
Industry Overview across the BPM sector.
Indian Information Technology (IT) Sector:
India’s Technology Market (in $ billion)5
India’s IT industry experienced meaningful growth
and evolution in FY 2024-25, led by the rapid rise of 282.6
268.8
new technologies and a sharp focus on innovation. As
businesses around the world searched for more agile
and future-ready digital solutions, India emerged as 214.4 224.4
a dependable partner – trusted not just for its scale,
but for its ability to deliver complex, forward-looking
outcomes. A big part of this story is the growing influence
54.4 58.2
of Global Capability Centers (GCCs) and multinational
FY 24 FY 25
companies, which now contribute nearly half of the
country’s total tech revenue. The number of GCCs has Domestic Exports
risen impressively from about 1,285 in FY 2018-19 to
over 1,750 today, providing meaningful careers to more In FY 2024-25, India’s information technology sector
experienced strong growth, driven by the adoption
than 1.9 million people across engineering, digital and
of AI-led models, cloud-native development and
R&D roles. These centres are no longer just support
increasing demand for cybersecurity. Organisations
hubs—they’re at the heart of breakthrough innovation
modernised their digital infrastructure, embraced
happening right here in India.
GenAI to improve productivity and innovation and
What’s powering this momentum isn’t just the sheer leveraged predictive analytics to enhance efficiency
and decision-making. The widespread use of cloud-
numbers — it’s the shift toward smarter, high-impact
native technologies like Kubernetes enabled scalable,
work. India’s IT sector is leaning into the future, with
cost-effective digital solutions, while data engineering
widespread adoption of generative AI, cloud-native
gained momentum, particularly in Banking, Financial
technologies and advanced cybersecurity shaping
Services and Insurance (BFSI) and healthcare sectors,
how services are delivered. At the same time, there’s a
due to the rising need for real-time data, AI integration
rising appetite for data engineering and digital product
and streamlined data governance.
development, signalling deeper digital maturity. As
India doubles down on regional manufacturing, digital
This technological shift also led to a sharp increase in
engineering and building robust infrastructure, its tech
deal activity, with cloud service deals growing 1.8 times
industry is helping define where global technology is
and cybersecurity deals rising sixfold in 2024. India is
headed — combining cost efficiency with innovation,
strengthening its global position in cybersecurity,
resilience and world-class expertise. The IT industry
which is backed by skilled talent, a dynamic startup
comprises the following segments.
ecosystem and a rising demand for advanced security
solutions. As cyber threats become more frequent and
Engineering, Research and Development (ER&D):
complex, India’s IT sector is not only adapting to global
The ER&D segment is growing at 7%, fuelled by the
trends but also playing a key role in shaping them. With
increasing intensity of ER&D adoption across various
its focus on AI, cloud, data and security, the industry is
sectors. This growth is driven by a strong focus on
well-positioned for sustained growth and leadership in
innovation, the shift toward regional manufacturing
the evolving digital landscape.
under the China-plus-one strategy and the growing
emphasis on digital engineering, particularly with Digital Engineering
the rise of AI. In terms of domain, transportation and
Digital engineering is at the heart of modern
sustainability led the growth of this segment.
innovation, transforming industries and redefining
tech interactions. It revolutionises daily life, from AI
Business Process Management (BPM): The segment
assistants and smart homes to telemedicine and
experienced a 4.4% YoY growth, driven by broad-based
remote work. Organisations increasingly leverage these
expansion supported by optimism in the financial
advancements as the digital revolution accelerates to
market and rising demand for tech and AI-led solutions.
overcome challenges and seize new opportunities.
Previous investments in developing specialised

Source: https://pib.gov.in/PressReleaseIframePage.aspx?PRID=2098357 https://pib.gov.in/PressReleasePage.aspx?PRID=2114335

4

Source: Nasscom Strategic Review 2025 report

5

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Corporate Overview Statutory Reports Financial Statements

Despite economic challenges, the total spending on digital economy. As organisations continue to embrace
Engineering Research & Development (ER&D) stayed digital transformation, the role of Digital Engineering
strong at $ 2.21 trillion. The total ER&D spend is in driving innovation, efficiency and economic growth
expected to reach $ 3.0 trillion by 2027, growing at a will only become more critical in the years ahead.
CAGR of 8.4%. ER&D investment in Europe experienced
significant growth of 9.5% in 2023 — the highest since Digital Transformation
2020 — driven by key sectors such as Aerospace & India is at a pivotal juncture where AI-driven innovation,
Defence, Pharma, Industrial and Automotive. However, digital infrastructure and a future-ready workforce
North America, historically a leader in ER&D, saw will shape its position as a global leader in the digital
slower growth due to inflation control measures and economy. The Union Budget FY 2025-26 goes beyond
geopolitical risks. a fiscal roadmap, serving as a strategic blueprint for
a stronger Digital India, focussing on technology-led
Global Business ER&D Spending (in $ Trillion)6 development, AI-driven modernisation and inclusive
8.4% economic growth. The government has planned
CAGR a Centre of Excellence in Artificial Intelligence for
3,055
7.5%
10.2% YOY 12.5% education is proposed to be established with a total
YOY
2,210 CAGR allocation of `500 crore. The CY 2024 marked a defining
2,055
1,865 12.6% 1,654
21.0%
YOY moment in the evolution of artificial intelligence (AI),
YOY
757 9,16 1,032 4.4% with the technology transitioning from experimental
2.8% 3.5% CAGR
YOY
use to meaningful enterprise adoption. While CY 2023
YOY
1,108 1,139 1,178 1,401 was characterised by initial explorations into large
language models (LLMs), text-to-image generation
2021 2022 2023 2027E and techniques to reduce AI hallucinations, CY
2024 witnessed a decisive pivot towards practical
Digital Engg. Spend Legacy Engg. Spend
implementation and domain-specific AI solutions.
All figures in $ Bn

The increasing investment in ER&D reflects the critical This transformation was driven by parallel developments
role of Artificial Intelligence in driving innovation and in two key areas: the democratisation of AI and the
efficiency across industries, further accelerating the convergence of AI with enterprise-grade technologies.
global shift towards technology-enabled solutions. As a result, the focus shifted from showcasing raw
Artificial Intelligence (AI) continues to be a transformative capabilities to achieving greater reliability, efficiency
force across industries, reshaping economies and and contextual accuracy. Improvements in model
accelerating technological advancements. China reasoning, factual consistency and context handling
accounted for over 10% of the global ER&D spending, played a central role in enabling AI systems to
with the telecommunications, semiconductor and deliver more dependable and relevant outputs. In
automotive industries contributing nearly half of its CY 2024, AI technologies advanced with the rise of
total investment. In the Asia-Pacific (APAC) region, Retrieval-Augmented Generation (RAG), knowledge
companies are prioritising digital technologies such graphs, domain-specific small models and integrated
as Artificial Intelligence (AI)/Machine Learning (ML), platforms that combined cloud, data and GenAI for
robotics, additive manufacturing, automation tools, 5G more efficient and context-aware applications.
and smart manufacturing to enhance efficiency and
innovation. Generative AI has rapidly gained traction There was also a growing emphasis on production-
for its potential to drive cost efficiencies and streamline ready AI utilisation as enterprises pushed beyond
business processes. isolated proof-of-concepts (PoCs) to full-scale
implementations. This shift was supported by
This shift towards digital technologies is transforming integrated pipelines combining data engineering, AI
traditional industries and fueling the rapid expansion of model development and cloud-based orchestration.
Hi-Tech verticals, which are outpacing manufacturing One of the most significant developments in CY 2024
and service-led sectors in shaping the future of digital was the emergence of agentic AI – systems capable of
engineering. Hi-tech verticals, such as semiconductors, autonomous decision-making and self-management.
AI and ML, cloud computing, etc., are expanding Organisations began adapting their generative AI
faster than traditional service and manufacturing-led offerings to incorporate these intelligent agents,
industries, shaping the future of digital engineering. signalling the next phase of AI evolution.
By 2027, Hi-Tech verticals are expected to represent
approximately 55% of the total Digital Engineering (DE)
spending, further cementing their dominance in the

Source: Zinnov Research Report

6

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Onward Technologies Limited Annual Report 2024-25

Other notable trends included the following:

Rise of Agentic AI and Emerging Trends

GenAI
Enterprises advanced Quantum AI
from isolated AI pilots to
Sovereign AI
and
structured, outcome-focussed It involves leveraging national
Neuromorphic AI
GenAI initiatives in CY 2024, with a data and infrastructure to build
3.7x growth in activity. GenAI and AI systems, gained momentum It also gained traction,
data engineering became integral for security and governance driven by the need for highly
to broader digital purposes. complex and energy-efficient
transformation efforts, computation models.
despite ongoing
Edge AI
challenges. Embodied AI
Edge AI although slower
It refers to intelligent
in adoption, showed promise
physical agents that can
for asynchronous and low-latency
operate independently or
applications once cloud-edge
collaboratively with humans,
integration challenges are
started to see
addressed.
early adoption.

About 5% of enterprise technology budgets were grade models, enable data-to-insight pipelines
allocated to AI and GenAI initiatives, amounting to over and drive certified adoption at scale. Moreover, in
$ 15 billion in deal value in CY 2024. These investments CY 2024, AI — especially generative AI — evolved
signalled a broad consensus on AI’s potential to drive from experimentation to a core driver of digital
cost optimisation and digital transformation. Across transformation as enterprises embraced strategic
the industry, there was a 3.2x increase in AI-related partnerships, advanced skilling and scalable platforms
activity in CY 2024 compared to CY 2023. Around to enable widespread business impact.
90% of this activity was driven by GenAI, reflecting
its central role in enterprise strategies. The AI Industry Outlook
development approach shifted from internal, siloed India’s IT industry is stepping confidently into the
projects to long-term, partnership-led innovation, future, backed by strong global demand for digital
with companies co-creating solutions alongside solutions and the country’s continued leadership as
technology vendors, academia and even their clients. a top outsourcing destination. In 2025, the focus is
This shift enabled faster go-to-market strategies and shifting from traditional service delivery to driving
more comprehensive product development, as well innovation and creating lasting business value. A large
as strengthened cloud and data integration across AI share of digital spending is now directed towards
portfolios. emerging technologies like artificial intelligence and
machine learning (AI/ML), including Generative AI,
Organisations also focussed on consolidating their cybersecurity, cloud and edge computing, big data,
innovation efforts. Existing digital Centres of Excellence analytics and automation. Together, these areas
(CoEs) were expanded into AI and innovation hubs account for 60–80% of overall digital investments.
designed to support end-to-end solutions and scale Among them, AI and GenAI are seeing remarkable
over time. These platforms were built to accommodate traction, with spending expected to grow by around
future developments in agentic AI and custom micro- 30%, as more organisations begin applying these tools
vertical solutions. In CY 2024, workforce skilling became across different industries and workflows.
pivotal to AI-led transformation, with companies
investing in advanced AI training to build enterprise-

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Cloud and data technologies continue to serve as the equipment & heavy machinery (IEHM) transportation &
backbone of digital transformation, helping businesses mobility, including automotive and rail transportation.
modernise their operations and adapt more quickly to The Company plans to use its digital skills in all industries,
changing needs. Meanwhile, spending on networking focussing on complex and high-margin projects in
technologies is expected to ease, reflecting a broader ER&D and digital transformation. The Company aims to
shift in priorities. Software investments are likely to build strong partnerships and maintain steady growth
remain stable, while hardware growth may slow with the help of continuous investments in upgrading
after a particularly strong 2024. Globally, IT services its hardware engineering capabilities including labs,
spending is projected to grow by 5.1% in 2025, fuelled infrastructure, etc . The Company focusses on working
by rising interest in cloud-native platforms, managed with North American and European companies to
services and intelligent automation. In this changing support their strategic goals of innovation, new product
landscape, India remains a preferred partner for global development and being extremely cost competitive,
technology needs — thanks to its skilled talent, reliable leveraging India advantage.
delivery models and growing expertise in cutting-edge
digital solutions. Looking ahead, the Indian IT industry Strengthening Client Relationships
is well-positioned to play an even more strategic The Company has built strong relationships with
role — helping businesses around the world unlock respected clients, leading to repeat orders. The
value through technology, reimagine processes and Company generates a significant portion of its revenue
prepare for what’s next7. from Global 2000 clients. Onward Technologies
focusses on securing long-term contracts and
Company Overview
recurring revenue to strengthen its financial stability.
Company Background The Company’s focus on larger, strategically significant
Onward Technologies Limited (hereafter referred clients has created a strong foundation for long-term
to as ‘Onward Technologies’ or ‘the Company’) is a business stability. The Company has client base of 80,
leading provider of digital and engineering research adding new clients through Master Service Agreements
and development (ER&D) services for global original (MSA). The company believes that more than 50% of
equipment manufacturers ( OEMs) in Industrial these clients have potential to generate $10 million/
Equipment and Heavy Machinery , Transportation and year in revenues.
Mobility and Healthcare and Life Sciences.
Talent Enhancement
The Company has grown significantly in its three key
The Company remains dedicated to hiring top-tier
sectors: Industrial Equipment & Heavy Machinery,
digital specialists. The Company continues to prioritise
which makes up 57% of total revenue; Transportation &
human resource policies and benefits, ensuring growth
Mobility, contributing 38% and Healthcare, accounting
opportunities align with industry standards to support
for 4%. The Company serves clients in the United States,
career development. The Company maintained a
the United Kingdom, Germany, the Netherlands,
total headcount of 2,581 skilled personnel within
Canada and India. The Company’s Registered Office is
its organisation during FY 2024-25. The Company is
in Worli, Mumbai, with sales offices in Chicago, Detroit,
committed to strategic investments in hiring Subject
London, Frankfurt and Toronto. The Company also has
Matter Experts (SMEs) with deep domain knowledge
development and design centres in Pune, Chennai,
across its three core verticals: Industrial Equipment &
Bengaluru and Hyderabad, supporting businesses
Heavy Machinery (IE&HM), Transportation & Mobility
worldwide.
(T&M) and Healthcare & Life Sciences (HCLS).
The Company has a highly skilled team that provides
expert consulting and valuable services to multinational Profitability Growth and Commitment to
corporations in focused industries. The Company had a Shareholders
global workforce of over 2,581 as of March 31, 2025. Onward Technologies has built on its specialised
capabilities in Digital and Engineering R&D services
Key Business Strategies and Developments by realigning its organisational structure around a
Building high-margin Line of Business (LOB) streamlined 3x3 model. This model focusses on key
segments verticals, including Industrial Equipment & Heavy
The Company has an experienced and focussed Machinery, Transportation & Mobility and Healthcare
management team in focussed verticals. The Company & Life Sciences. These verticals are supported by core
earns revenue from two main verticals: industrial competencies in Mechanical, Embedded and Digital

7
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8percent-growth-once-again-in-fiscal-2026.html

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Onward Technologies Limited Annual Report 2024-25

Engineering. The Company’s strategic realignment, the Company’s continued investments in talent
combined with a deliberate shift towards higher- development and capability enhancement across its
margin offerings and a strengthened global delivery three core business verticals. As a result, operating profit
infrastructure, has significantly improved both moderated to `4,469.61 lakhs from `5,220.01 lakhs in
operational efficiency and offshore revenue generation. the previous year, primarily due to higher payroll costs
In the FY 2024-25, Onward Technologies delivered and sustained training-related expenditures. Other
record revenue amounting to `491.3 crore, alongside income remained stable at `721.31 lakhs, largely
a robust EBITDA margin of 9.1%. It also maintained a driven by interest income from fixed deposits. In line
strong liquidity position, with reserves totalling `104.9 with the decline in profitability, tax expenses fell by
crore. Additionally, the Company’s consistent dividend 18% to `922.21 lakhs, leading to a Profit After Tax (PAT)
payouts demonstrate its clear commitment to of `2,707.77 lakhs for the year.
sustained performance, financial discipline and long-
term value creation for shareholders. The main two verticals continued to gain momentum
last year, with the IEHM vertical was at 57% of overall
Financial Overview revenues and the T&M vertical was at 38% of the overall
Consolidated Financial Performance revenues. We continued to invest in the newly created
For FY 2024-25,, the Company reported a 4% increase HCLS vertical, and it generated 4% revenue last year.
in consolidated revenue from operations, reaching Both IEHM and T&M verticals have well established
`49,131.61 lakhs as compared to `47,239.17 lakhs in FY large multinational customers across North America
2023–24, reflecting consistent performance and steady and Europe and expected to grow steadily both
growth across its subsidiaries and business units, with offshore In India and onsite in the customers home
total revenue amounting to `49,852.92 lakhs. This countries over the next few years. We have invested in
topline growth, however, was accompanied by a 6% building stronger execution capabilities to grow our
increase in both other expenses `6,650.17 lakhs and international teams to 500 employees in the next few
employee benefit expenses `38,011.83 lakhs, reflecting years across North America and Europe.

(` in Lakhs)

Particulars Standalone Consolidated

FY 2024-25 FY 2023-24 YoY (%) FY 2024-25 FY 2023-24 YoY (%)

Revenue from Operations 38,107.58 34,595.20 10% 49,131.61 47,239.17 4%

Other Expenses 5,703.89 4,684.69 22% 6,650.17 6,254.51 6%

Employee Expense 28,597.21 25,780 11% 38,011.83 35,764.65 6%

Operating Profit 3,806.48 4,130.51 -8% 4,469.61 5,220.01 -14%

Other Income 1,118.36 1028.02 9% 721.31 727.24 -1%

EBITDA 4,924.84 5,158.53 -5% 5,190.92 5,947.25 -13%

Depreciation 1,358.54 1,289.66 5% 1,338.69 1,297.46 3%

Finance Costs 270.57 144.1 88% 222.25 134.1 66%

Profit Before Taxes (PBT) 3,295.73 3,724.77 -12% 3,629.98 4,515.70 -20%

Tax 857.38 951.67 -10% 922.21 1,123.93 -18%

Profit After Taxes (PAT) 2,438.35 2,773.10 -12% 2,707.77 3,391.77 -20%

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Corporate Overview Statutory Reports Financial Statements

Key changes in significant Financial Ratios

Standalone Basis

Key Ratios FY 2024-25 FY 2023-24 Variance% Reason for such change

Debtors Turnover 4.52 4.9 (7.9%) -
Inventory Turnover NA NA NA -
Interest Coverage Ratio 1.22 1.5 (17.91%) -
Current Ratio 2.94 3.1 (4.9%) -
Debt/Equity Ratio NA NA NA -
Return on Equity 12.53% 15.90% (21.17%) Increased operating cost has
resulted in decrease in net profit.
Operating Profit Margin (%) 10.0% 11.9% (16.34%) Increased operating cost has
resulted in decrease in net profit.
Net Profit Ratio 6.40% 8.02% (20.18%) Increased operating cost has
resulted in decrease in net profit
Return on Capital Employed 18.02% 20.98% (14.10%) Increased operating cost has
resulted in decrease in net profit

Consolidation Basis

Key Ratios FY 2024-25 FY 2023-24 Variance % Reason for such change

Debtors Turnover 4.5 4.7 (4.1%) -
Inventory Turnover NA NA NA -
Interest Coverage Ratio 1.3 1.8 (26.3%) -
Current Ratio 3.9 3.8 2.99% -
Debt/Equity Ratio NA NA NA -
Return on Equity 12.55% 17.8% (29.5%) Increased operating cost has
resulted in decrease in net profit.
Operating Profit Margin (%) 9.1% 11.1% (17.7%) Increased operating cost has
resulted in decrease in net profit.
Net Profit Ratio 5.5% 7.2% (23.24%) Increased operating cost has
resulted in decrease in net profit
Return on Capital Employed 17.3% 22.6% (23.21%) Increased operating cost has
resulted in decrease in net profit

Business Outlook continue to grow and we are committed to invest in

Starting the new financial year, our focus is now 100% personnel, training, labs and infrastructure.
on serving our customers. We ended the year with
around 80 customers across the three focussed verticals. With change in business model, our global agile sales
Both the near-term and long-term opportunities offices are being transitioned to project offices next
with majority of our existing customers is positive to each customer which will allow us to build deeper
and we see gaining momentum in both revenue and client engagement and onshore project management
EBITDA growth from the coming financial year. We presence. Overall, we feel we are in a good position
have provided guideline of double-digit revenue and to start gaining momentum with our large strategic
EBITDA growth for the next 3 years, backed by our customers.
strong execution capabilities.
Internal Controls
Our mechanical engineering services business is now The Company recognises the importance of a strong
at approximately 50% of our overall revenues and internal control system due to its global presence and
the high growth % software business contributes the extensive network of associates. The Company has
balance 50%. We expect both these service lines to designed its internal controls to align with its size and

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Onward Technologies Limited Annual Report 2024-25

operations, ensuring accurate financial and operational Risk Management

reporting, legal compliance, asset protection, proper Onward Technologies has implemented a risk
transaction execution and adherence to its policies. management policy to incorporate risk management
The Company follows a well-defined plan for approving into its core strategic and operational activities. The
revenue and expenditure. Company ensures that risk management is a shared
responsibility across the organisation.
For FY 2024-25, the Company appointed M/s. Ahuja
Valecha & Co., LLP, Chartered Accountants, as its Onward Technologies has developed a comprehensive
internal auditors. The Company ensures that the audit enterprise-wide risk management strategy that
is conducted based on a plan reviewed annually in includes planning, implementation, monitoring, review
consultation with its statutory auditors, M/s. BSR & Co. and continuous improvement. The Company has
LLP, Chartered Accountants and the Audit Committee. identified key risks and established effective mitigation
strategies to address them.

Risks Details of Risks Mitigation

Rivalry Risks The Company competes with Indian The Company is improving its solutions by
IT firms, multinational IT organisations adopting new technologies. The Company is
and entrepreneurs who operate in cost- also broadening its service portfolio by entering
effective locations while maintaining new industries and geographic markets
strong client relationships, in-house while focussing on partnerships and strategic
services and captive units. The Company investments.
faces intense competition in the global
engineering services sector, where rivals
increasingly focus on key growth areas
such as cloud computing, cybersecurity
and workforce transformation.
Compliance The Company operates across multiple The Company has set up dedicated teams to
Risks countries and sectors, which exposes track and manage regulatory requirements
it to the risk of non-compliance with for different regions and industries. Onward
essential regulatory standards crucial for Technologies follows a global compliance
its operations. framework to identify and reduce regulation
risks. The Company created this framework
to protect its reputation, employees and
customers. Onward Technologies repeatedly
checks compliance and follows clear rules to
meet regulations. If any issues are found, the
Company quickly takes action to fix them.
Attrition Risks The Company faces challenges in The Company is committed to promoting a
retaining talent management and workplace culture founded on transparency
meeting the increasing demand for new and collaboration. Onward Technologies has
talent as it continues to grow. Talent launched a comprehensive training program
acquisition risks persist due to skill gaps aimed at supporting employee growth
and high attrition, especially given the across all levels. This initiative emphasises
demand from MNCs and GCCs. professional, technical, functional and
leadership development. The HR team actively
engages with employees, offering guidance and
encouraging career progression through internal
advancement opportunities. By implementing
well-structured career and talent development
strategies, the Company ensures employees
can achieve their goals. These efforts are further
reinforced through targeted training, improved
retention initiatives and succession planning.

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Risks Details of Risks Mitigation

Geopolitical The Company recognises that the The Company has set up a system to monitor
Risks IT industry’s growth has often been global risks and adjust its strategies for the
affected by global economic instability clients and employees. The Company also
and uneven development, a trend that hires local talent through special programmes
may continue. The Company may face to handle restrictions on employee mobility.
challenges such as reduced IT spending, The Company invests in a flexible workforce,
project delays, contract cancellations, including onsite, onshore, nearshore and
or postponed client purchases due to offshore teams, to overcome challenges and
economic or political uncertainties. The ensure top talent can meet client needs.
Company’s international expansion efforts
could also be impacted by increasing
geopolitical tensions among major
economies.
Tax-related The Company may face an impact on its The Company manages its tax risk by working
Risk effective tax rate due to changes in tax with professional tax advisors who stay informed
regulations in India and other countries about global tax developments. The Company
where it has a significant presence. implements effective tax planning strategies
to adapt to regulatory changes, ensuring
compliance and minimising tax liabilities.
Currency Risk The Company generates approximately The Company uses foreign exchange forward
50% of its revenue from clients outside contracts and options to reduce the risk
India, making it vulnerable to foreign of foreign exchange rate fluctuations on
exchange rate fluctuations since receivables and projected transactions in
its earnings are received in foreign specific foreign currencies. The Company follows
currencies. Board approved policies and procedures to
determine hedge duration, the level of risk
coverage and counterparty risk management.
Business The Company operates in a complex and The Company has consistently strengthened its
Continuity ever-changing global risk environment, business continuity plan by integrating resilience
Risks where its position as a leading technology across its IT infrastructure, workforce, workspace,
enterprise depends on its resilience to business processes, technology, supply chain
threats and ability to manage disruptions and leadership. The Company’s past experiences
effectively. The Company recognises have enabled it to navigate uncertainties
that any failure to maintain operational effectively, ensuring preparedness for future
continuity across clients, delivery sites challenges.
and support functions could significantly
impact its business operations.
Technological Customer satisfaction risks can stem The Company mitigates these risks by staying
Related Risks from technological obsolescence or aligned with emerging technologies and
delays in service delivery. Cybersecurity maintaining a strong focus on high-quality
and internal threats such as fraud and delivery. It also conducts ongoing employee
data breaches are managed through training and monitoring to ensure data security,
robust access controls, periodic audits prevent fraud and enable prompt response to
and a well-defined incident response any breaches.
framework.
Strategic Risks Strategic risks arising from leadership Strategic risks are effectively mitigated through
succession challenges, declining client the expansion of a diversified service portfolio,
investments in R&D and the rapidly sustained investment in innovation and the
evolving technological landscape within continuous development of strategic leadership
the automotive sector. capabilities to ensure long-term organisational
resilience and adaptability.

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Human Resources Cautionary Statement

Onward Technologies values its employees as crucial The Company acknowledges that certain statements
contributors to its growth and success, given its in this Management Discussion & Analysis Report
complex business model as a service provider. The regarding future growth prospects are forward-looking
Company is committed to cultivating an inclusive and subject to risks and uncertainties. The Company
and diverse workplace, providing a fair and supportive understands that actual results may differ significantly
due to various factors. The Company faces external risks
environment for everyone. The Company values
such as intense competition in IT services, rising wages
and respects its workforce’s unique backgrounds,
in India, immigration restrictions, reduced demand
experiences and aspirations.
for technology in key areas, telecommunication
disruptions, withdrawal of government incentives,
In FY 2024-25, Onward Technologies significantly
political instability, legal restrictions on capital raising
improved policies and procedures, with a strong or acquisitions outside India and overall economic
focus on employee safety. The Company introduced conditions impacting the industry. The Company also
several digital initiatives to enhance employee support, encounters internal challenges, including fluctuations
including the Human Resource Management System, in earnings, managing growth, attracting and retaining
which automated key HR functions and enabled skilled professionals, cost and time overruns in fixed-
remote access. Onward Technologies also partnered price contracts, client concentration risks, handling
with a global payroll expert to manage its Indian payroll international operations, successfully integrating
process. As of March 31, 2025, Onward Technologies acquisitions, liability risks on service contracts, the
had a workforce comprising 2,581 employees. performance of strategic investments and protecting
intellectual property from unauthorised use.

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Corporate Overview Statutory Reports Financial Statements

Report On Corporate Governance

1. ONWARD’S PHILOSOPHY ON CORPORATE GOVERNANCE
At Onward Tech’, we believe that good corporate governance is crucial in enhancing and retaining
stakeholder’s confidence. Our corporate governance practices are reflection of our culture, policies,
relationship with stakeholders and the commitment towards the values, coupled with the highest standards
of integrity, transparency, accountability and ethics in all business matters. The Board of Directors and the
Management at Onward Tech are committed to the enhancement of shareholder value. Over the last 34
years, we at Onward Tech, have developed a strong set of values where integrity is vital. “YOUR IMAGINATION.
DELIVERED TO PERFECTION” that’s what we stand for, that’s what we promise our customers, and that’s how
we will continue writing success stories for our customers, and for us. We are committed to high standards of
Corporate Governance and have in place appropriate structures and reporting mechanism.

The adoption of this Code of Conduct of the Board of Directors and Senior Management (the “Code”) stems
from the fiduciary responsibility which the Board Members and Senior Management have towards the
stakeholders in Onward Technologies Limited (“the Company”) and ensures compliance with the requirements
of Corporate Governance under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015
(“Listing Regulations”). Therefore, Board Members and Senior Management will act as trustees in the
interest of all stakeholders of the Company by balancing conflicting interest, if any, between stakeholders
for optimal benefit. In the observance of the Code, the Directors in their capacity as Directors, per se, will
have a Directional role and the Executive Directors and Senior Management Personnel will have executive
responsibility. Apart from complying with the statutory requirements, effective systems and practices towards
improving transparency and internal controls have been institutionalized. The Company firmly believes that
corporate governance standards should go beyond the law and must satisfy the spirit of law and not just the
letter of the law. This is a way of life at Onward Tech and is driven relentlessly across the organization.

2. BOARD OF DIRECTORS
The corporate governance structure of the Company comprises the Board, as the apex decision making
body and the Leadership Team, which comprises of experts in running and managing the Company. The
Board of Directors (“the Board”) are elected by the shareholders to oversee the company’s overall functioning.
The Board is responsible for providing strategic supervision, overseeing the management performance and
governance of the Company on behalf of the shareholders and other stakeholders. The Board exercises
independent judgement and plays an important role in the overviewing of the Company’s affairs. To sum up,
the Board’s key purpose is to ensure the company’s prosperity by collectively directing the company’s affairs,
while meeting the appropriate interests of its shareholders and relevant stakeholders.

The conduct of Company’s business shall be consistent with the core values, which are set out below:
• Openness
• Hunger for Excellence
• Customer First
• Responsive
• Integrity

The Company’s Day to day affairs are managed by Executive Directors and Leadership Team, under the overall
supervision of the Board. The Board is committed to representing the long-term interests of the stakeholders
and in providing effective governance over the Company’s affairs and exercising reasonable business
judgement on the affairs of the Company.

Composition and category of Directors

Our Board represents an appropriate mix of Executive Directors (‘EDs’), Non-Executive, Non-Independent
Directors (‘NEDs’) and Independent Directors (‘ID’), which is compliant with the Companies Act, 2013
(“the Act”) and Listing Regulations. As on March 31, 2025, your Company’s Board has a strength of 7 (seven)
Directors. The Chairman of the Board is the Executive Director. The Board comprises of (4) four Independent
Directors (including (1) one-woman Independent Director), constituting majority of the Board strength which

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Onward Technologies Limited Annual Report 2024-25

meets the requirements of the Act and Listing Regulations.

The name and category of Directors, their attendance at the Board Meetings held during the year and at
the last Annual General Meeting along with the position of Board/Committee membership held by them is
detailed below:

Name and Designation of DIN Category No. of positions held No. of Board Presence
Director Meetings at Last
Board^ Chairman Committee
Attended AGM
^^ Member
during
FY2024-25
Mr. Harish Mehta, 00153549 Promoter, Non- 1 - - 4 Yes
Executive Chairman Independent
Mr. Jigar Mehta, 06829197 Promoter & Non- 1 - 1 4 Yes
Managing Director Independent
Mr. Jay Sonawala, 01401445 Non-Executive & 1 1 1 4 Yes
Independent Director Independent
Mr. Harsha Raghavan, 01761512 Non-Executive & 4 - 3 2 Yes
Non- independent Director Non-Independent
Ms. Niranjani Chandramouli, 07128770 Non-Executive & 1 - 1 3 Yes
Independent Director Independent
Mr. Dhanpal Jhaveri, 02018124 Non-Executive & 2 1 1 3 No
Independent Director Independent
Mr. Jai Diwanji, 00910410 Non-Executive & 5 2 4 3 Yes
Independent Director Independent

* Mr. Harish Mehta and Mr. Jigar Mehta are related to each other as father and son.

^ Includes position held in the Company but excludes position of directorships held in Private Limited Companies,
Foreign Companies & Government Bodies.

^^ Only Audit Committee and Stakeholders’ Relationship Committee have been considered for the Committee positions
and excludes Onward Technologies Limited. None of the Directors on the Board is a member of more than 10
committees or Chairman of more than 5 committees across all companies in which he/she is a Director.

Name of listed companies and category of directorship held by Directors is appended at the end of Corporate Governance
Report as Annexure – A.

Board Procedure
The Board and Committee meetings are pre-scheduled based on the availability of the Director(s) and
Committee Members. An annual calendar of the meetings is circulated to them in advance to facilitate
planning of their schedules and ensure participation in the meetings. However, in case of urgent matters,
subject to regulatory conditions, the Board’s approval is taken by passing resolutions by circulation. The Board
meets at least once in a quarter to review and approve the quarterly financial results/statements and other
agenda items. The Committees of the Board usually meet before the Board Meetings on the same day.

The recommendations of the Committees are placed before the Board for necessary approval/ noting. The
maximum interval between any 2 (two) consecutive Board Meetings was well within the maximum allowed
gap of 120 (one hundred and twenty) days.

The Notice of Board Meeting is given to all the Directors as per the prescribed timelines under Companies
Act, 2013 and Listing Regulations. The Board agenda along with notes and detailed background information
and explanatory notes are prepared and circulated in advance to all the Board Members. Where it is not
practicable to attach any document to the agenda, the same is tabled at the meeting with specific reference
to this effect in the agenda. In special and exceptional circumstances, additional or supplementary item(s)
on the agenda are permitted. The Agenda for the Board/Committee meetings are prepared by the Company
Secretary in consultation with the Managing Director and CFO of the Company. Every Director is free to
recommend inclusion of items on the agenda. All statutory and other matters of significant importance
including information as mentioned in Part A of Schedule II of Listing Regulations are tabled before the Board

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Corporate Overview Statutory Reports Financial Statements

for their discussions and consideration. The compliance reports of applicable laws, rules and regulations and
the minutes of the meetings of the Audit Committee, Stakeholders Relationship Committee and other board
committees are placed before the Board.

The important decisions taken at the Board/Committee meetings are promptly communicated to the
concerned departments. Pursuant to Secretarial Standard, draft minutes and signed minutes of the previous
Meeting are circulated within 15 days of end of Board Meeting- prescribed time. Comments, if any, received
from the Directors are also incorporated in the Minutes.

Board Meetings
During the financial year under review, four (04) Board Meetings were held on the following dates:

Sr. Dates of Board Meetings Total Number of Attendance

No. directors associated as
Number of % of Attendance
on the date of meeting
Directors attended
1 May 17, 2024 7 5 71.43%
2 July 19, 2024 7 6 85.71%
3 October 18, 2024 7 6 85.71%
4 January 21, 2025 7 6 85.71%

Independent Directors
None of the Independent Director on the Board of the Company serve as an Independent Director in more
than seven (7) Listed Companies nor holds the position of Whole-time Director in any Listed Company.

Independent Directors of the Company have been appointed in accordance with the applicable provisions
of the Act read with relevant rules. The maximum tenure of Independent Directors is in compliance with the
Act. All the Independent Directors have confirmed that they meet the criteria of independence as mentioned
under Regulation 16(1)(b) of the SEBI Listing Regulations and Section 149(6) of the Act.

Separate Meeting of Independent Directors

Schedule IV of the Act, Listing Regulations and Secretarial Standard - 1 on Meetings of the Board of Directors
mandates that the Independent Directors of the Company hold at least one meeting in a year, without the
attendance of non–Independent Directors.

During the financial year 2024-25, a separate meeting of the Independent Directors convened on February
27, 2025. The Independent Directors, inter-alia, discussed and reviewed performance of Non-Independent
Directors, the Board as a whole, Chairman and Managing Director of the Company and assessed the
integrity, fairness, timeliness of flow of information and disclosure and transparency between the Company’s
management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Familiarization Program of Independent Directors

The Company has devised a familiarization programme for independent directors of the Company. The
objective of the programme is to help the director to understand the Company’s business and the regulatory
framework in which the Company operates, and regularly update the business strategies, operations, and
other regulatory updates, to ensure that they are fully informed on current governance issues. The same is
available on the Company’s website www.onwardgroup.com/Investors

Code of Conduct
The Company has laid down a “Code of Conduct Policy” for the Members of the Board of Directors and the
Senior Management which is also available at the website: www.onwardgroup.com/Investors. The Code serves
as a guide to the Board and Senior Management employees of the Company to make calculative and prudent
decisions and act on them.

Also, annual affirmation of compliance with the Code has been made by the Directors and senior management

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Onward Technologies Limited Annual Report 2024-25

of the Company. A declaration to this effect signed by the Managing Director of the Company is given along
with this report as ‘Annexure – B’. The Managing Director has also certified to the Board with reference to the
financial statement and other matters as required in the Listing Regulations.

Key expertise and attributes of the Board of Directors, which are currently available with the Board
The Board comprises of individual members possessing the required skill/expertise/competencies in business
management, M&A, Finance & Tax, Technology, corporate governance, risk management, marketing/sales,
human capital/compensation, Industry experience, Legal & Regulatory affairs. Skill matrix for individual
directors have been mapped below:

In the opinion of the Board, the Independent Directors fulfil the conditions specified in the Listing Regulations
and are independent of the management.

Sr. Names of the Industry Leadership Corporate Finance Strategic Mergers & General
No. Directors Knowledge skills Governance & Risk expertise Acquisitions Management
& &
Compliance Administration

1. Mr. Harish Mehta       

2. Mr. Jigar Mehta   -    
3. Mr. Jay Sonawala       
4. Mr. Harsha Raghavan       
5. Ms. Niranjani     -  
Chandramouli
6. Mr. Dhanpal Jhaveri       
7. Mr. Jai Diwanji       

3. COMMITTEES OF THE BOARD

During the year, The Company continued to have the mandatory committees. Each committee is directed by its
charter which outlines their scope, roles, responsibilities and powers. All the decisions and recommendations
of the Committees are placed before the Board for its approval. The Company’s guidelines relating to Board
Meetings are also applicable to committee meetings as far as is practicable. Each committee has the
authority to engage outside experts, advisors and counsels to the extent it considers appropriate to assist in
its functions. Senior officers/ function heads are invited to present various details called for by the committee
at its meetings. Draft minutes of the committee meetings are circulated to the Members of those committees
for their comments and thereafter, confirmed in their next meeting. The Board of Directors also take note of
the minutes of the committee meetings held in the previous calendar quarter, at its meetings.

Committees of the Board are as under:

A. Audit Committee
B. Nomination and Remuneration Committee
C. Stakeholders Relationship Committee
D. Risk Management Committee

A. AUDIT COMMITTEE
Brief description as under:
The Company has constituted an independent Audit Committee (“AC”) which acts as a link between the
management, external and internal auditors and the Board of Directors of the Company. The Committee is
responsible for effective supervision of the Company’s financial reporting process by providing direction to the
audit function, monitoring the scope and quality of internal and statutory audits and ensuring accurate and
timely disclosures, with the highest levels of transparency, fairness, integrity and quality of financial reporting.
The Audit Committee considers the matters which are specifically referred to it by the Board of Directors
besides considering the mandatory requirements of the Regulation 18 read with Part C of Schedule II of
Listing Regulations and Section 177 of the Companies Act, 2013.

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Brief description of roles and objectives are as under:

a) Overview of the Company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;
b) Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of statutory auditors and the fixation of audit fee and also approval of payment for any other
services rendered;

c) Reviewing with the management the annual financial statements before submission to the Board for
approval, focusing primarily on:
 Any changes in accounting policies and practices.
 Major accounting entries based on exercise of judgment by management.
 Qualification in draft audit report.
 Significant adjustments made in the financial statements arising out of audit.
 The going concern assumption.
 Compliance with accounting standards.
 Compliance with listing and other legal requirements concerning financial statements.
 Any related party transactions i.e., transactions of the Company of material nature, with promoters or the
management, their subsidiaries or relatives etc., that may have potential conflict with the interests of the
Company at large.

d) Reviewing with the management, the quarterly financial statements before submission to the Board for
approval;
e) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;
f) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;
g) Discussion with internal auditors on any significant findings and follow up thereon;
h) Reviewing the findings of any internal investigations by the internal auditors into matters where there is
a suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board;
i) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussions to ascertain any area of concern;
j) Reviewing the Company’s financial and risk management policies;
k) Scrutiny of inter-corporate loans and investments;
l) Valuation of undertakings or assets of the Company, if necessary;
m) Reviewing of financial statements and investments made by subsidiary companies;
n) Look into the reasons for any substantial defaults in payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividend) and creditors, if any;
o) To review the functioning of the whistle blower mechanism;
p) Reviewing the effectiveness of the system for monitoring compliance with laws and regulations;

q) approval of appointment of Chief Financial Officer after assessing the qualifications, experience and
background, etc. of the candidate;
r) Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Composition and attendance of the members of Audit Committee

The Audit Committee presently comprises of 4 members, out of which 3 members are Non-Executive
Independent Directors and one is a Non-Executive Non-Independent Director. The Chairman of the

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Onward Technologies Limited Annual Report 2024-25

Committee is an Independent Director. All the members of the Audit Committee have accounting and
financial management expertise.
All members are well versed with finance, accounts, corporate laws, and general business practices The Chief
Financial Officer, the Partner/Representative of the Statutory Auditors and the Internal Auditors are some of
the invitees to the Audit Committee. The Company Secretary of the Company acts as the Secretary of the
Audit Committee. Minutes of the Committee meetings are circulated to the Members and placed before
Board meetings for noting.
During the financial year ended March 31, 2025, the Audit Committee meetings met four (04) times on May
17, 2024; July 19, 2024; October 18, 2024 and January 21, 2025 and the gap between the two meetings did
not exceed one hundred and twenty days. Necessary quorum was present at the meetings.

The composition of the Committee and attendance details of the members for the financial year ended
March 31, 2025 are given below:

Names of the Members Category Designation No. of Meetings No. of Meetings

which director was
Attended % of
entitled to Attend
Attendance
Mr. Jay Sonawala ID Chairman 4 4 100%
Mr. Harsha Raghavan Non-ID Member 4 1 25%
Ms. Niranjani Chandramouli ID Member 4 3 75%
Mr. Dhanpal Jhaveri ID Member 4 3 75%

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee’s (NRC) constitution and terms of reference are in compliance
with provisions of the Act and Regulation 19 of the Listing Regulations.

Brief description of roles and responsibilities of the NRC are as under:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors,
key managerial personnel and other employees;

b. Formulation of criteria for evaluation of performance of independent Directors and the Board of Directors;

c. Devising a policy on diversity of Board of Directors;

d. Identifying persons who are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down and recommend to the Board of Directors their
appointment and removal.

e. Whether to extend or continue the term of appointment of the independent Director, on the basis of the
report of performance evaluation of independent Directors.

f. Administration of Employee Stock Option Scheme(s);

g. Such other matters as the Board may from time to time request the committee to examine and
recommend/approve.

Performance evaluation criteria

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual Directors. Schedule IV to the Act states that the performance
evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the director being
evaluated.

i. Attendance and contribution at Board and Committee meetings;

ii. His/her stature, appropriate mix of expertise, skills, behavior, experience, leadership qualities, sense of sobriety
and understanding of business, strategic direction to align Company’s value and standards;

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Corporate Overview Statutory Reports Financial Statements

iii. His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal
controls, risk management, assessment and mitigation, business operations, processes and corporate
governance;

iv. His/her ability to create a performance culture that drives value creation and a high quality of debate with
robust and probing discussions;

v. Effective decisions making ability to respond positively and constructively to implement the same to
encourage more transparency;

vi. Open channels of communication with executive management and other colleague on Board to maintain
high standards of integrity and probity;

vii. Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively
and collectively in the best interest of the Company to achieve organizational successes and harmonizing the
Board;

viii. His/her global presence, rational, physical and mental fitness, broader thinking, vision on corporate social
responsibility etc;

ix. Quality of decision making on source of raw material/procurement of roughs, export marketing, understanding
financial statements and business performance, raising of finance, best source of finance, working capital
requirement, forex dealings, geopolitics, human resources etc;

x. His/her ability to monitor the performance of management and satisfy himself with integrity of the financial
controls and systems in place by ensuring right level of contact with external stakeholders;

xi. His/her contribution to enhance overall brand image of the Company.

In a separate meeting of Independent Directors held on February 27, 2025, performance of Non-Independent
directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Remuneration Policy
Your Company has a well-defined policy for remuneration of the Directors, Key Management Personnel and
Senior Management. The Nomination and Remuneration Committee, has designed the remuneration policy
in order to attract, motivate and retain the executive talent needed to achieve superior performance in a
competitive market. The remuneration policy of the Company is directed towards rewarding performance, based
on review of achievements on a periodic basis. The Policy is always revamped according to the amendments
in the regulations. The Nomination and Remuneration Policy is available at website of the Company at
www.onwardgroup.com/Investors

Composition and attendance of the members of Nomination and Remuneration Committee

The Nomination and Remuneration Committee presently comprises of 2 Non-Executive Independent Directors
and 1 Non-Executive and Non-Independent Director. The Company Secretary acts as Secretary to the Committee.
During the financial year ended March 31, 2025, the Committee met two (2) times on May 16, 2024 and October
18, 2024 Necessary quorum was present at the meetings.
 he composition of the NRC and attendance details of the members for the year ended March 31, 2025 are given
T
below:

Names of the Member Category Designation No. of Meetings No. of Meetings

which director was
Attended % of
entitled to Attend
Attendance
Mr. Dhanpal Jhaveri ID Chairman 2 2 100%
Ms. Niranjani Chandramouli ID Member 2 2 100%
Mr. Harsha Raghavan Non-ID Member 2 0 Nil

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C. STAKEHOLDERS RELATIONSHIP COMMITTEE [‘SRC’]

Brief description of roles and responsibilities of the SRC are as under:
The Company has constituted a Stakeholders’ Relationship Committee (‘SRC’) pursuant to the provisions of
Regulation 20 of the SEBI Listing Regulations and Section 178 of the Act.

• Monitoring and reviewing service functioning of Registrar and Transfer Agents;

• Providing guidance and making recommendations to improve investor service levels for the investors.
• Review process of share transfers, non-receipt of annual reports, Dividend payments, issue of duplicate
share certificates, dematerialization and re-materialization of shares, transmission of shares and other
shareholder related queries and complaints etc;
• Analyzing the top shareholders of the Listed Entity.

The stakeholders relationship committee comprises of three (3) Members out of which two (2) members are
Non -Executive- Independent Director and one (1) is Executive Director

During the financial year ended March 31, 2025, the SRC met 1 (one) time on January 17, 2025. Necessary
quorum was present at the meeting. The Composition and attendance record of the members of the SRC for
the financial year 2024-25 is as follows:

Names of the Member Category Designation No. of Meetings No. of Meetings

which director was
Attended % of
entitled to Attend
Attendance
Mr. Jai Diwanji ID Chairman 1 1 100%
Mr. Jigar Mehta ED Member 1 1 100%
Mr. Jay Sonawala ID Member 1 0 0

ID – Independent Director ; ED -Executive Director

The Company Secretary acts as the Secretary to the Committee and also the Compliance Officer under the
provisions of the Listing Regulations.

During the financial year under review, all the requests, queries received during the financial year ended March
31, 2025, were duly redressed and no queries are pending at the year end. There was one complaint received
during the year which was duly resolved within the stipulated timeline. All requests for dematerialization
of shares were carried out within the stipulated time period and no share certificate was pending for
dematerialization.

D. RISK MANAGEMENT COMMITTEE:

Brief description of terms of reference:
The Company has constituted a Risk Management Committee (‘RMC’), which assist the Board of Directors
in timely identification, assessment and mitigation of risks (i.e. financial, operational, strategic, regulatory,
statutory, industry, political and others) faced by the Company. The Committee has overall responsibility for
monitoring and approving the enterprise risk management framework and is capable of effectively addressing
and monitoring these risks. The Committee also approves and oversees a Company-wide risk management
framework, capable of effectively addressing these risks.

The terms of reference of the RMC are in line with the provisions of the Act and Regulation 21 of the SEBI
Listing Regulations.

Role of the committee shall, inter-alia, include the following:

(1) To formulate a detailed risk management policy which shall include:

(a) A framework for identification of internal and external risks specifically faced by the listed entity,
in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Committee.

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Corporate Overview Statutory Reports Financial Statements

(b) Measures for risk mitigation including systems and processes for internal control of identified risks.
(c) Business continuity plan.

(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate
risks associated with the business of the Company;

(3) To monitor and oversees implementation of the risk management policy, including evaluating the
adequacy of risk management systems;

(4) To periodically review the risk management policy, at least once in two years, including by considering
the changing industry dynamics and evolving complexity;

(5) To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;

(6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee.

The RMC shall co-ordinate its activities with other committees, instances where there is any overlap with
activities of such committees, as per the framework laid down by the Board of Directors.

Composition of the Risk Management Committee and attendance details:

The Risk Management comprised of three members. During the year under review, RMC met three (3 times
that is on May 17, 2024 ; October 18, 2024 and January 17, 2025. Necessary quorum was present at the
meetings

The composition of the RMC is as under:.

Name of the Director Designation Category No of Meetings attended

during FY 2024-25
Ms. Niranjani Chandramouli Chairman Independent Director 3
Mr. Jai Diwanji Member Independent Director 2
Mr. Jigar Mehta Member Executive Director 3

4. DIRECTORS REMUNERATION

i. Remuneration to Executive Directors (EDs):

The elements of remuneration to the Executive Directors include fixed and variable salary, performance
bonus, contribution to provident fund, gratuity, perquisites and allowances, reimbursement of expenses
etc., as applicable to employees of the Company. The Executive Directors are employees of the Company
and are subject to service conditions as per the Company policy.

The details of remuneration paid to the EDs during the year 2024-25 are given as under:
(` In Lakhs)

Name Salary Allowances, Perquisites Incentives Total

and other benefits
Mr. Harish Mehta 142.00 28.00 202.00 372.00
Mr. Jigar Mehta 182.00 0.40 202.00 384.40

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Onward Technologies Limited Annual Report 2024-25

ii. Remuneration to Non-Executive Directors

The Non-Executive Independent Directors are also entitled for sitting fees for attending meetings of the
Board of Directors. As a part of investor’s policy, they are not taking sitting fees for attending any meetings
of the Board and Committee. Accordingly, the Company has not paid sitting fees to Mr. Harsha Raghavan.
The details of sitting fees paid to the other Non-Executive Directors during the financial year 2024-25 are
given as under:
(` In Lakhs)

Name Sitting Fees paid during FY2024-25 Total

Board Meeting Committee Meetings
Mr. Jay Sonawala 3.00 2.00 5.00
Ms. Niranjani Chandramouli 2.25 1.75 4.00
Mr. Dhanpal Jhaveri 2.25 1.60 3.85
Mr. Jai Diwanji 2.25 0.15 2.40

iii. Pecuniary Relationship or Transactions of the Non-Executive Directors

There was no pecuniary relationship or transactions of the Non-Executive Directors vis-a-is the Company,
which has potential conflict with the interest of the organization at large.

5. PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition
of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and
disclosures to be made by insiders while trading in the securities of the Company. The Company Secretary has
been appointed as the Compliance Officer for ensuring compliance with and for the effective implementation
of the Listing Regulations and the Code across the Company.

The Company has also adopted a Fair Code of Practices and procedure for Corporate Disclosure, for ensuring
timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the
investor community to take informed investment decisions with regard to the Company’s shares. The same
has been posted on Company’s website at www.onwardgroup.com/Investors

6. OTHER DISCLOSURES
A. Related Party Transactions
During the financial year 2024-25, no materially significant transactions or arrangements were entered into
between the Company and its promoters, management, Directors or their relatives, subsidiaries, etc. that
may have potential conflict with the interests of the Company at large. The related party transactions entered
into with the related parties as defined under Companies Act, 2013 and Regulation 23 of Listing Regulations
during the financial year were in the ordinary course of business and the same have been approved by the
Audit Committee. The disclosure of transactions with related parties is disclosed in the Notes to accounts of
the Standalone Financial Statements. The Company has formulated a policy on dealing with Related Party
Transactions, which specifies the manner of entering into Related Party Transactions. This policy has also been
uploaded on the Company’s website: www.onwardgroup.com/Investors

B. Whistleblower/Vigil Mechanism
The Board of Directors have formulated a Whistleblower Policy/Vigil Mechanism in compliance with the
provisions of Section 177(10) of the Act and SEBI regulations and is also available on the Company’s website:
www.onwardgroup.com/Investors

The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues
concerning the interests of employees and the Company. The Statutory Auditors as well verify with the
management if there has been any information through this mechanism.

C. Policy for determining Material Subsidiary

Regulation 16 of the Listing Regulations relating to Corporate Governance defines a ‘Material Subsidiary’
as a subsidiary, whose income or net worth exceeds 10 percent of the consolidated income or net worth
respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

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The Audit Committee reviews the Consolidated Financial Statements of the Company. The Board of Directors
reviews every quarter the financial statements of the subsidiary company. The minutes of the Board of
Directors of the subsidiary company are periodically placed before the Board of Directors of the Company,
thereby bringing to their attention all significant transactions and arrangements entered into by the subsidiary
companies. The Company has adopted policy on determining material subsidiaries. The web link to the said
policy on the website of the Company is: www.onwardgroup.com/Investors

D. Risk Management
The Company has formulated Risk Management in its procedures itself. The Company has further strengthened
its Risk Management system and has laid down procedures to inform Board Members about risk assessment
and minimization procedures. These procedures are being periodically reviewed and analysed to ensure that
Executive Management controls risk through means of a properly defined framework and takes corrective
action for managing/ mitigating the same.

E. Compliances
All Returns/Reports were filed within the stipulated time with the Stock Exchanges/ other authorities. The
Company has complied with the requirements of corporate governance specified in Regulation 17 to 27 and
clause (b) to (i) of sub-regulation of Regulation 46 of the Listing Regulations.

The status of Adoption of the non-mandatory requirements as specified in Sub- Regulation 1 of Regulation
27 of Listing Regulations,2015 are as follows:-
(i) The Board: Mr. Harish Mehta is the Executive Chairman of the Company. Being an Executive Director of
the Company, requirements of having separate office for a non-executive chairman at the expense of the
Company shall not be applicable.

(ii) Shareholder Rights: Half yearly and other quarterly financial statements including summary of the
significant events in the last six/three months are published in newspapers, uploaded on the Company’s
website: www.onwardgroup.com/Investors

(iii) Modified opinion on the Audit Reports: The Company strives towards having an unmodified audit opinion
on the financial statements for the financial year 2024-25

(iv) Reporting of Internal Auditor: M/s. Ahuja Valecha & Associates LLP, Chartered Accountant, Internal
Auditors of the Company for the financial year 2024-25 reports directly to the Audit Committee of the
Company.

(v) The Company has appointed separate person to the post of the Chairman and the Managing Director.
Mr. Harish Mehta is an Executive Chairman and Non-Independent Director of the Company. He is related
to Managing Director of the Company as per the definition of the term of “relative” defined under the
Companies Act, 2013.

F. In accordance with the provisions of Regulation 26(6) of the Listing Regulations, the Key Managerial Personnel,
Director(s), Promoter(s) and Employees including Senior Management Personnel of the Company have
affirmed that they have not entered into any agreement for themselves or on behalf of any other person, with
any shareholder or any other third party with regard to compensation or profit sharing in connection with
dealings in the securities of the Company.

G. Details of Non-compliance: During the last three years, there were no instances of non-compliances by the
Company related to capital markets and no penalty or restrictions were imposed on the Company by the
Stock Exchanges or SEBI or any statutory authorities except during the FY 2022-23 on one instance where
penalty was levied by the stock exchanges for the non-compliance of composition of NRC.

H. Utilization of funds raised through Preferential Allotment: During Financial Year 2024-25, no funds were
raised through issue of Non-Convertible Debentures or any other Preferential Issue.

I. Credit Ratings and any Revisions Thereto For Debt Instruments

Not Applicable

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Onward Technologies Limited Annual Report 2024-25

J. Disclosures in relation to the Sexual Harassment of Women at Workplace

The Company has formulated a Policy on prevention of Sexual Harassment in accordance with the provisions
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules made thereunder which is aimed at providing every woman at the workplace a safe and secure
work environment. The Company has also constituted Internal Committee, known as the Prevention of
Sexual Harassment (POSH) Committee, to inquire into complaints of sexual harassment and recommend
appropriate action. The Company has in place an effective mechanism for dealing with complaints relating to
sexual harassment at workplace. The Company has not received any complaint of sexual harassment during
the financial year 2024-25.

K. Annual Secretarial Compliance Report

SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 read with Regulation 24(A) of the
Listing Regulations, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing
Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder. The said
Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries
under Form MR – 3 and is required to be submitted to Stock Exchanges within 60 days of the end of the
financial year.

The Company has appointed Nilesh A. Pradhan & Co., LLP, Practicing Company Secretary as Secretarial Auditor
of the Company for providing Secretarial Audit Report for the FY 2024-25. The Company has obtained the said
Secretarial Compliance Report, from Secretarial Auditor of the Company.

L. Fees payable to Statutory Auditor’s

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the statutory
auditors and all entities in the network firm/ network entity of which it is a part is `36.81 Lakhs (including LR,
Certification fee, audit fee etc.)

M. CEO/CFO Certification:
As required under Regulation 17 of the Listing Regulations, the CEO/CFO certificate for the financial year
2024-25 signed by Mr. Jigar Mehta, Managing Director and Mr. Pawankumar Nathani, Chief Financial Officer,
was placed before the Board of Directors of the Company at their meeting held on May 16, 2025 and is
annexed to this Report as Annexure – C.

N. Certificate on disqualification of Directors

None of the Directors on the Board of the Company have been debarred or disqualified from being appointed
or continuing as directors of the Company by the Securities and Exchange Board of India/ Ministry of Corporate
Affairs or any such statutory authority was placed before the Board of Directors at their meeting held on May
16, 2025. In this connection, the Company has obtained a certificate from M/s. Nilesh A. Pradhan & Co., LLP, Pr.
Company Secretary on May 16, 2025 is attached as Annexure – D.

O. During the financial year 2024-25, the Board has accepted all the recommendations of its Committee.

P. The Company also complies with the provisions of the Secretarial Standards on Board Meetings and General
Meetings as issued by The Institute of Company Secretaries of India

Q. The Company has one material subsidiary - Onward Technologies Inc , incorporated in the United States of
America since 1996.

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Corporate Overview Statutory Reports Financial Statements

7. GENERAL BODY MEETINGS

i. Date and Venue of last three Annual General Meetings were held as under:

Year General Meeting Date of Meeting Time Location

2023-24 33rd Annual General Friday, July 19, 2024 3.00 Online via video conferencing/other
Meeting p.m. audio-visual means (“VC/OAVM”)
2022-23 32nd Annual General Monday, July 17, 3.00 Online via video conferencing/other
Meeting 2023 p.m audio-visual means (“VC/OAVM”)
2021-22 31st Annual General Monday, July 18, 3.00 Online via video conferencing/other
Meeting 2022 p.m. audio-visual means (“VC/OAVM”)

ii. Details of special resolutions passed in the previous three General Meetings

Year Date of Meeting Subject matter of special resolutions

2023-24 33rd AGM Friday, a) revision in remuneration of Mr. Harish Mehta as a Whole-Time Director
July 19, 2024 and an Executive Chairman of the company
b) revision in remuneration of Mr. Jigar Mehta as a Managing Director of
the company
2022-23 32nd AGM Monday, a) re-appointment of Mr. Jay Sonawala, as an Independent Director on
July 17, 2023 the Board of the Company for a second term of three years
b) appointment of Mr. Jai Diwanji, Additional Director of the Company, as
a Non Executive Independent Director on the Board of the Company
c) 
appointment of Mr. Dhanpal Jhaveri, Additional Director of the
Company, as a Non-Executive Independent Director on the Board of
the Company
2021-22 31st AGM Monday, a) Continuation of directorship of Mr. S. K. Mitra (DIN:00029961) as a Non-
July 18, 2022 Executive Independent Director of the Company for his remaining
tenure up to July 21, 2023 as he attains the age of 75 (Seventy Five)
years during the tenure;

All special resolutions set out in the notices for the AGMs were passed by the shareholders at the respective meetings with
requisite majority.

iii. Postal Ballot

One postal ballot was conducted during the financial year 2024-25 for the purpose of passing new ESOP
Scheme and the same was carried out as per the provisions of Sections 108 and 110 and other applicable
provisions of the Act, read with the Rules framed thereunder and applicable circulars issued by the Ministry
of Corporate Affairs from time to time.

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Onward Technologies Limited Annual Report 2024-25

Details of the resolutions passed via postal ballot are as below:

Date of Resolution passed Voting results Approval date Scrutinizer

Postal Ballot
Notice
December 23, Approval of the Voted in Favour :- January 23, 2025 M/s Nilesh A. Pradhan
2024 ‘Onward Employee 96.68% & Co. , LLP
Stock Option Practicing Company
Scheme 2024’ Voted against:- Secretaries
(“ESOS 2024”/ 3.32%
‘Scheme”).
Approval of grant Voted in Favour :-
of employee 92.85%
stock options
to the eligible Voted against:-
employees of the 7.15%
group company
including associate
company(ies) of
the Company
under ‘Onward
Employee Stock
Option Scheme
2024’ (“ESOS 2024” /
“Scheme”)
Approval of grant Voted in Favour :-
of employee 92.85%
stock options
to the eligible Voted against:-
employees of the 7.15%
group company
including associate
company(ies) of
the Company
under ‘Onward
Employee Stock
Option Scheme
2024’ (“ESOS 2024” /
“Scheme”)
Approval of Voted in Favour :-
secondary 96.68%
acquisition of
Shares through Voted against:-
Trust route for the 3.32%
implementation of
‘Onward Employee
Stock Option
Scheme 2024’
(“ESOS 2024”/
‘Scheme”).
Provision of money Voted in Favour :-
by the Company for 96.68%
purchase of its own
Shares by the Trust Voted against:-
under the ‘Onward 3.32%
Employee Stock
Option Scheme
2024’ (“ESOS 2024”/
‘Scheme”).

The voting results are made available on our website at https://www.onwardgroup.com/investornews

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8. MEANS OF COMMUNICATION

Financial Results:
The Company’s financial results are submitted to the stock exchanges and also available on the website of the
Company. Extract of financial results is also published in leading newspapers having circulation such as ‘Free
Press Journal’ in English language and ‘Navshakti’ in regional language of the state in which the registered
office of the Company is situated viz. Mumbai.

 ews and Media releases: Official news and media releases are disseminated to stock exchanges and
N
displayed on the Company’s website.

Presentations to institutional investors/analysts: Presentations are made to institutional investors and


financial analysts on the Company’s financial results on quarterly basis. These presentations are disseminated
to the stock exchanges and also available on the Company’s website. No unpublished price sensitive
information is discussed in meeting/presentation with institutional investors and financial analysts.

Compliance reports, corporate announcements, material information and updates: The Company

disseminates the requisite compliance reports and corporate announcements/updates to the stock exchanges
through their designated portal.

Annual Report: Annual Report is circulated to members and other stakeholders entitled to the Report.

The Annual Report inter-alia contains financial and operating performance of the Company, Management
Discussion and Analysis Report, statutory reports such as Board’s Report, Corporate Governance Report,
Business Responsibility Report, Corporate Social Responsibility Report and the financials of the Company.
The Annual Report is disseminated to the stock exchanges as well as uploaded on the Company’s website.

Website: The Company’s website https://www.onwardgroup.com contains a separate section for investors.

Information on various topics such as the Board of Directors, Committees of the Board, Leadership Team,
Annual Reports, various policies, intimation to stock exchanges are available on the website.

 SE Corporate Compliance & Listing Centre (the ’Listing Centre‘) and NEAPS (NSE Electronic Application
B
Processing System): BSE’s Listing Centre is a web-based application designed for corporates. NEAPS is a web-
based application designed by NSE for corporates. NSE has now floated a new website on which the corporate
announcement are submitted and published. All periodical compliance filings, inter-alia, shareholding
pattern, Corporate Governance Report, corporate announcements, amongst others, are in accordance with
the Listing Regulations filed electronically. Further, in compliance with the provisions of Listing Regulations,
the disclosures made to the stock exchanges, to the extent possible, are in a format that allows users to find
relevant information easily through a searching tool.

Exclusive email-id: The Company has an exclusive email id – [email protected] dedicated for
prompt redressal of shareholders’ queries, grievances etc.

9. GENERAL SHAREHOLDER INFORMATION

9.1 34th Annual General Meeting
Day, Date and Time Wednesday, July 16, 2025 at 3.00 PM
Venue via VC/OAVM
Financial Year April 1, 2024 to March 31, 2025
Final Dividend Final dividend of 5/- per equity share i.e. @ 50% for the financial year
2024-25.
Record Date July 04, 2025
Listed on Stock Exchanges National Stock Exchange of India Limited (‘NSE’) Exchange Plaza,
Bandra-Kurla Complex, Bandra (E), Mumbai – 400 051
BSE Limited (‘BSE’) PJ Towers, Dalal Street, Mumbai- 400 001
International Securities INE229A01017
Identification Number (“ISIN”)
CIN L28920MH1991PLC062542
Payment of Annual listing fees to Yes, within stipulated time
Stock Exchanges

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Onward Technologies Limited Annual Report 2024-25

9.2 Unpaid/Unclaimed Dividend:

Pursuant to the provisions of Companies Act, dividend which remains unpaid or unclaimed for a period
of seven years from the date of its transfer to unpaid dividend account, is required to be transferred by the
Company to the Investor Education and Protection Fund (‘IEPF’), established by the Central Government
under the provisions of the Companies Act. Shareholders are advised to claim the un-encashed dividend lying
in the unpaid dividend account of the Company before the due date.

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF
Rules, 2016), amongst other matters, contain provisions for transfer of all shares in respect of which dividend
has not been paid or claimed for seven consecutive years in the name of IEPF Suspense Account. The details
of unpaid/unclaimed dividend and number of shares liable to be transferred are available on our website:
Onward Technologies (onwardgroup.com)

Given below are the dates of declaration of dividend, corresponding last date for claiming unclaimed dividends
and the same is due for transfer to IEPF on next day.

Year of Date of Declaration Interim/ Final Unclaimed Amount as Date of Transfer to IEPF
Declaration on March 31, 2025
2015-16 July 18, 2016 Final NIL September 25, 2023
2016-17 July 21, 2017 Final NIL September 25, 2024
2017-18 July 20, 2018 Final 2,39,715 NA
2018-19 July 25, 2019 Final 3,21,093 NA
2019-20 July 16, 2020 Final 2,99,487.50 NA
2020-21 July 15, 2021 Final 6,38,208.01 NA
2021-22 July 18, 2022 Final 6,30,744.96 NA
2022-23 July 17,2023 Final 5,88,855.73 NA
2023-24 July 19,2024 Final 10,53,289 NA

9.3 Registrar and Share Transfer Agent:

MUFG Intime India Pvt. Ltd (Formerly known as Link Intime India Pvt. Ltd).
C-101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai - 400 083.
Tel: +91 22 49186270

9.4 Share Transfer System:

The Company’s equity shares which are in compulsory dematerialized (demat) form are transferable through
the depository system. Equity Shares in physical form are processed by the Registrar and Share Transfer
Agents, Link Intime India Private Limited and approved by the Stakeholders Relationship Committee of the
Board of the Company. In order to expedite the process of share transfer and for administrative convenience,
the authority for all physical share transfers is delegated to Company’s RTA. The transferee is required to
furnish the transfer deed, duly completed in all respects, together with the share certificates to RTA at the
above said address in order to enable RTA to process the transfer.

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Corporate Overview Statutory Reports Financial Statements

9.5 Distribution of Shareholding as on March 31, 2025:

Sr. Shareholding No. of Shares No. of Shares % To Capital No. of Holders % to No. of
No. Holders
From To
1 1 500 19,18,294 91.41 21,248 8.45
2 501 1,000 7,46,611 4.14 962 3.29
3 1,001 2,000 6,87,267 2.03 471 3.02
4 2,001 3,000 4,68,990 0.78 181 2.06
5 3,001 4,000 2,80,955 0.34 78 1.23
6 4,001 5,000 3,11,531 0.28 66 1.37
7 5,001 10,000 8,61,829 0.49 115 3.79
8 10,001 ********** 1,74,10,093 0.53 123 76.74
TOTAL 2,26,85,570 23,244 100

9.6 Dematerialization of shares and liquidity:

As on March 31, 2025 the paid up share capital of the company stood at 2,26,85,570 equity shares out of
which 2,26,12,844 are in dematerialized form i.e. 99.68 % of the total paid up share capital. The shares of the
Company are in compulsory demat segment and are available for trading in the depository systems of both
the Central Depository Services (India) Limited [CDSL] and National Securities Depository Limited [NSDL]. The
International Security Identification Number [ISIN] is an identification number of traded shares. This number
is to be quoted in each transaction relating to the dematerialized shares of the Company. The ISIN of the
Company is mentioned above.

9.7 Outstanding ADRs/GDRs/Warrants or any convertible instruments, conversion date and likely impact
on equity
The Company has not issued any GDRs/ADRs.

9.8 Commodity Price Risk:

The Company is not involved into any activities relating to commodity price risks and hedging thereof. The
Company has in place a Risk Management Policy and a mechanism to assess risk, periodically review it
and ensure that steps are taken to mitigate the risks. The Company actively monitors the foreign exchange
movements and takes forward covers as appropriate to reduce the risks associated with transactions in
foreign currencies. The details of foreign currency exposure and hedging are disclosed in Notes to Standalone
Financial Statements.

9.9 Plant Locations:

The Company does not have any manufacturing plant. However, details with regards different office locations
of the Company forms part of this Annual Report.

9.10 Address for Correspondence

For any queries, shareholders are requested to either write to
Registrar & Share Transfer Agent
MUFG Intime India Pvt. Ltd.
C 101, 247 Park,
L.B.S. Marg, Vikhroli (West)
Mumbai - 400 083
Tel: +91 22 49186270
Fax: +91 22 49186060
Email: [email protected]
Contact person: Ms. Nayna Wakle

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Onward Technologies Limited Annual Report 2024-25

ANNEXURE – A
CORPORATE GOVERNANCE REPORT

Name of listed companies in which board members hold directorship along with their categories below:

Sr. Name and Designation of No. of Positions held Category of directorship

No. Directors held in respective listed
company(ies)
Board Name of the listed company Executive/Non-Executive/
where holding the position of Independent
director
1. Mr. Harish Mehta 1 Onward Technologies Limited Executive Non-Independent
Director
2. Mr. Jigar Mehta 1 Onward Technologies Limited Executive Non-Independent
Director
3. Mr. Jay Sonawala 1 Onward Technologies Limited Non-Executive Independent
Director
4. Mr. Harsha Raghavan 4 1. Onward Technologies Limited Non-Executive - Non
2. Camlin Fine Sciences Limited Independent Director
3. Jagsonpal Pharmaceuticals
Limited
4. Sundrop Brands Limited
5. Ms. Niranjani Chandramouli 1 Onward Technologies Limited Non-Executive
Independent Director
6. Mr. Dhanpal Jhaveri 2 1. Onward Technologies Limited Non-Executive Independent
Director
2. Indostar Capital Finance Non-Executive Non-
Limited Independent Director
7. Mr. Jai Diwanji 5 1. Onward Technologies Limited Non-Executive Independent
2. Eimco Elecon (I) Limited. Director
3. Kaira Can Company Limited.
4. Alembic Pharmaceuticals
Limited
5. Batliboi Limited

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Corporate Overview Statutory Reports Financial Statements

CORPORATE GOVERNANCE CERTIFICATE

To
The Members
Onward Technologies Limited

We have examined the compliance of conditions of Corporate Governance by Onward Technologies Limited
(“the Company”), for the year ended on March 31, 2025, as stipulated in Regulations 17 to 27, clauses (b) to (i) and
(t) of Regulation 46(2) and paragraphs C, D and E of Schedule V of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

The compliance of the conditions of Corporate Governance is a responsibility of the Management. Our examination
was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial
statements of the Company.

In our opinion and to the best of our information and according to the information and explanations provided
to us and the representations provided by the Management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations for the year ended
March 31,2025.

We further state that compliance is neither an assurance as to the future viability of the Company nor as to the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For Nilesh A. Pradhan & Co., LLP

Company Secretaries

Prajakta V. Padhye
Partner
FCS No: 7478
CP No: 7891
Date: May 16, 2025 PR No.: 1908/2022
Place: Mumbai UDIN: F007478G000356750

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Onward Technologies Limited Annual Report 2024-25

ANNEXURE – B
DECLARATION BY MANAGING DIRECTOR
To,
The Members,
Onward Technologies Limited

This is to certify that pursuant to the Regulation 17(5) and Clause D of Part C of Schedule V of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, I, Jigar Mehta,
Managing Director of Onward Technologies Limited (“the Company”), hereby declare that all the Members of the
Board of Directors and Senior Management Personnel of the Company have affirmed compliance with the Code
of Conduct, laid down and adopted by the Company, during the year ended March 31, 2025.

For Onward Technologies Limited

Jigar Mehta
Managing Director
Place: Mumbai DIN: 06829197
Date: May 16, 2025

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Corporate Overview Statutory Reports Financial Statements

ANNEXURE – C
MANAGING DIRECTOR AND CHIEF FINANCIAL OFFICER CERTIFICATE

We, Jigar Mehta, Managing Director and Pawankumar Nathani, Chief Financial Officer of Onward Technologies
Limited (‘the Company’) to the best of my knowledge and belief, certify that:
1. We have reviewed the financial statements and the cash flow statement for the year 2024-25 and that to the
best of our knowledge and belief;

(i) These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;

(ii) These statements together present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.

2. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
year which are fraudulent, illegal or violative of the Company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting
and we have disclosed to the auditors and the audit committee, deficiencies in the design or operation of
such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify
these deficiencies.

4. We have indicated to the Auditors and the Audit Committee:

i) Significant changes in internal control over financial reporting during the year;
ii) Significant changes in accounting policies during the year and that the same have been disclosed in the
notes to the financial statements; and
iii) There are no instances of significant fraud of which we have become aware and the involvement therein,
if any, of the management or an employee having a significant role in the Company’s internal control
system over financial reporting.

Jigar Mehta Pawankumar Nathani

Place: Mumbai Managing Director Chief Financial Officer
Date: May 16, 2025 DIN: 06829197

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Onward Technologies Limited Annual Report 2024-25

ANNEXURE – D
Certificate on Non-Disqualification of Directors

(Pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members of
Onward Technologies Limited

We have examined the relevant disclosures provided by the Directors (as mentioned in below table) to the
Onward Technologies Limited (CIN : L28920MH1991PLC062542) having its Registered Office at Sterling Centre, 2nd
Floor, Dr. A.B. Road, Worli, Mumbai -400018 (“hereinafter referred to as the Company”) for the purpose of issuing
this certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including verification of
Director Identification Number status at the portal www.mca.gov.in) and the relevant disclosures provided the
by the Directors (as mentioned in below table) to the Company, we hereby certify that none of the Directors on
the Board of the Company, as stated below for the financial year ended March 31,2025 have been debarred or
disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board
of India / Ministry of Corporate Affairs (MCA) or any such other statutory authority.

S. Name of Director Director Identification *Date of Appointment in

No. Number (DIN) the Company
1 Harish Mehta Shantilal 00153549 18/07/1991
2 Jigar Harish Mehta 06829197 16/05/2016
3 Jay Nitin Sonawala 01401445 15/05/2020
4 Harsha Raghavan 01761512 30/06/2021
5 Niranjani Chandramouli 07128770 29/09/2022
6 Dhanpal Arvind Jhaveri 02018124 12/05/2023
7 Jai Shishir Diwanji 00910410 12/05/2023

*the date of appointment is as per the MCA Portal.

Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance
as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the
affairs of the Company.

For Nilesh A. Pradhan & Co., LLP

Company Secretaries

Prajakta V. Padhye
Partner
FCS No: 7478
CP No: 7891
Place: Mumbai PR No.: 1908/2022
Date: May 16, 2025 UDIN: F007478G000356750

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Independent Auditor’s Report

To the Members of Onward Technologies Limited
Report on the Audit of the Consolidated Financial Statements
Opinion
We have audited the consolidated financial statements of Onward Technologies Limited (hereinafter referred
to as the “Holding Company”) and its subsidiaries (Holding Company and its subsidiaries together referred to
as “the Group”), which comprise the consolidated balance sheet as at 31 March 2025, and the consolidated
statement of profit and loss (including other comprehensive income), consolidated statement of changes in
equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including material accounting policies and other explanatory information (hereinafter referred to as
“the consolidated financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
consolidated financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in
India, of the consolidated state of affairs of the Group as at 31 March 2025, of its consolidated profit and other
comprehensive loss, consolidated changes in equity and consolidated cash flows for the year then ended.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of
the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit
of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance
with the ethical requirements that are relevant to our audit of the consolidated financial statements in terms of
the Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant provisions of the
Act, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence obtained by us along with the consideration of reports of the other auditors referred to in
paragraph (a) of the “Other Matters” section below, is sufficient and appropriate to provide a basis for our opinion
on the consolidated financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the consolidated financial statements of the current period. These matters were addressed in the context of our
audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Key audit matter - Revenue Recongnition

See Note 2(e) and 19 to consolidated financial statements

The key audit matter How the matter was addressed in our audit
The Group enters into contracts with the customers Our audit procedures include:
which are primarily time and material or fixed price
• Obtained an understanding of the processes and
contracts.
controls implemented by the Group;
Time and material contracts represent contracts in
• Evaluated the design, implementation and
which the Group is compensated on the basis of time
operating effectiveness of key internal financial
delivered to a customer. Fixed price contracts represent
controls with reference to financial statements for
contracts where the Group is compensated on the basis
the measurement, recognition and accounting of
of a fixed monthly billing for performance of services.
revenue;
Revenue recognition has been identified as a key audit
• On a selected sample of contracts, we tested the
matter because there is an inherent risk and presumed
recognition of revenue in accordance with the
fraud risk around existence of revenue.
relevant standards by performing the procedures
Further, accounting for revenue arising out of such below:
contracts with customers involves judgement in respect
1. Read master service agreements and other
of recognition of revenue based on fulfilment of the
relevant documents forming part of contracts
performance obligation.
with the customer.

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Onward Technologies Limited Annual Report 2024-25

The key audit matter How the matter was addressed in our audit
2. Tested contract terms to determine the transaction
price and identification of performance obligation.
3. Verified the underlying evidence for recognition of
revenue.
i. 
For revenue recorded in time and material
contracts, tested approved time-sheets
including customer acceptances, invoicing
and trends of collection and disputes.
ii. For revenue recorded in fixed price contracts,
tested evidence to verify the service delivery
including customer acceptances, invoicing
and trends of collection and disputes.
• 
Assessed the appropriateness of the revenue
recognition accounting policies and its compliance
with Ind AS 115.
• 
Evaluated the adequacy of disclosures in the
Consolidated Financial Statements.

Information Other than the Financial state of affairs, consolidated profit/ loss and other
Statements and Auditor’s Report Thereon comprehensive income, consolidated statement
The Holding Company’s Management and Board of of changes in equity and consolidated cash flows
Directors are responsible for the other information. The of the Group in accordance with the accounting
other information comprises the information included principles generally accepted in India, including the
in the Annual report, but does not include the financial Indian Accounting Standards (Ind AS) specified under
statements and auditor’s report thereon. The Annual Section 133 of the Act. The respective Management
report is expected to be made available to us after the and Board of Directors of the companies included
date of this auditor’s report. in the Group are responsible for maintenance of
adequate accounting records in accordance with the
Our opinion on the consolidated financial statements provisions of the Act for safeguarding the assets of each
does not cover the other information and we will not company and for preventing and detecting frauds and
express any form of assurance conclusion thereon. other irregularities; the selection and application of
appropriate accounting policies; making judgments
In connection with our audit of the consolidated and estimates that are reasonable and prudent;
financial statements, our responsibility is to read the and the design, implementation and maintenance
other information identified above when it becomes of adequate internal financial controls, that were
available and, in doing so, consider whether the operating effectively for ensuring the accuracy and
other information is materially inconsistent with the completeness of the accounting records, relevant to
consolidated financial statements or our knowledge the preparation and presentation of the consolidated
obtained in the audit, or otherwise appears to be financial statements that give a true and fair view and
materially misstated. are free from material misstatement, whether due to
fraud or error, which have been used for the purpose
When we read the Company’s annual report, if we of preparation of the consolidated financial statements
conclude that there is a material misstatement therein, by the Management and Board of Directors of the
we are required to communicate the matter to those Holding Company, as aforesaid.
charged with governance and take necessary actions,
as applicable under the relevant laws and regulations. In preparing the consolidated financial statements,
the respective Management and Board of Directors of
Management’s and Board of Directors’ the companies included in the Group are responsible
Responsibilities for the Consolidated Financial for assessing the ability of each company to continue
Statements as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern
The Holding Company’s Management and Board
basis of accounting unless the respective Board of
of Directors are responsible for the preparation
Directors either intends to liquidate the Company or
and presentation of these consolidated financial
to cease operations, or has no realistic alternative but
statements in term of the requirements of the Act
to do so.
that give a true and fair view of the consolidated

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The respective Board of Directors of the companies appropriateness of this assumption. If we conclude
included in the Group are responsible for overseeing that a material uncertainty exists, we are required
the financial reporting process of each company. to draw attention in our auditor’s report to the
related disclosures in the consolidated financial
Auditor’s Responsibilities for the Audit of the statements or, if such disclosures are inadequate,
Consolidated Financial Statements to modify our opinion. Our conclusions are based
Our objectives are to obtain reasonable assurance on the audit evidence obtained up to the date
about whether the consolidated financial statements of our auditor’s report. However, future events
as a whole are free from material misstatement, or conditions may cause the Group to cease to
whether due to fraud or error, and to issue an auditor’s continue as a going concern.
report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee • Evaluate the overall presentation, structure and
that an audit conducted in accordance with SAs will content of the consolidated financial statements,
always detect a material misstatement when it exists. including the disclosures, and whether the
Misstatements can arise from fraud or error and are consolidated financial statements represent the
considered material if, individually or in the aggregate, underlying transactions and events in a manner
they could reasonably be expected to influence the that achieves fair presentation.
economic decisions of users taken on the basis of these
consolidated financial statements. • Obtain sufficient appropriate audit evidence
regarding the financial statements of such
As part of an audit in accordance with SAs, we exercise entities or business activities within the Group to
professional judgment and maintain professional express an opinion on the consolidated financial
skepticism throughout the audit. We also: statements. We are responsible for the direction,
supervision and performance of the audit of the
• 
Identify and assess the risks of material financial statements of such entities included in
misstatement of the consolidated financial the consolidated financial statements of which we
statements, whether due to fraud or error, design are the independent auditors. For the other entities
and perform audit procedures responsive to those included in the consolidated financial statements,
risks, and obtain audit evidence that is sufficient which have been audited by other auditors, such
and appropriate to provide a basis for our opinion. other auditors remain responsible for the direction,
The risk of not detecting a material misstatement supervision and performance of the audits carried
resulting from fraud is higher than for one resulting out by them. We remain solely responsible for our
from error, as fraud may involve collusion, forgery, audit opinion. Our responsibilities in this regard
intentional omissions, misrepresentations, or the are further described in paragraph (a) of the
override of internal control. section titled “Other Matters” in this audit report.

• Obtain an understanding of internal control We communicate with those charged with governance
relevant to the audit in order to design of the Holding Company regarding, among other
audit procedures that are appropriate in the matters, the planned scope and timing of the audit
circumstances. Under Section 143(3)(i) of the and significant audit findings, including any significant
Act, we are also responsible for expressing our deficiencies in internal control that we identify during
opinion on whether the company has adequate our audit.
internal financial controls with reference to
financial statements in place and the operating We also provide those charged with governance with
effectiveness of such controls. a statement that we have complied with relevant
ethical requirements regarding independence, and to
• 
Evaluate the appropriateness of accounting communicate with them all relationships and other
policies used and the reasonableness of matters that may reasonably be thought to bear on
accounting estimates and related disclosures our independence, and where applicable, related
made by the Management and Board of Directors. safeguards.

• 
Conclude on the appropriateness of the From the matters communicated with those charged
Management and Board of Directors use of the with governance, we determine those matters that were
going concern basis of accounting in preparation of most significance in the audit of the consolidated
of consolidated financial statements and, based financial statements of the current period and are
on the audit evidence obtained, whether a therefore the key audit matters. We describe these
material uncertainty exists related to events or matters in our auditor’s report unless law or regulation
conditions that may cast significant doubt on the precludes public disclosure about the matter or when,

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Onward Technologies Limited Annual Report 2024-25

in extremely rare circumstances, we determine that reporting under Rule 11(g) of the Companies
a matter should not be communicated in our report (Audit and Auditors) Rules, 2014.
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest 
c. 
The consolidated balance sheet, the
benefits of such communication consolidated statement of profit and loss
(including other comprehensive income),
Other Matter the consolidated statement of changes in
a. We did not audit the financial statements of 4 equity and the consolidated statement of
subsidiaries, whose financial statements reflect cash flows dealt with by this Report are in
total assets (before consolidation adjustments) of ` agreement with the relevant books of account
3,372.19 lakhs as at 31 March 2025, total revenues maintained for the purpose of preparation of
(before consolidation adjustments) of ` 5,070.83 the consolidated financial statements.
lakhs and net cash outflows (before consolidation
adjustments) amounting to ` 114.38 lakhs for the d. In our opinion, the aforesaid consolidated
year ended on that date, as considered in the financial statements comply with the Ind AS
consolidated financial statements. These financial specified under Section 133 of the Act.
statements have been audited by other auditors
whose reports have been furnished to us by the e. On the basis of the written representations
Management and our opinion on the consolidated received from the directors of the Holding
financial statements, in so far as it relates to the Company as on 01 April 2025 taken on
amounts and disclosures included in respect of record by the Board of Directors of the
these subsidiaries, and our report in terms of sub- Holding Company and the report of the
section (3) of Section 143 of the Act, in so far as it statutory auditors of its subsidiary company
relates to the aforesaid subsidiaries is based solely incorporated in India, none of the directors of
on the reports of the other auditors. the Group companies incorporated in India is
disqualified as on 31 March 2025 from being

Our opinion on the consolidated financial appointed as a director in terms of Section
statements, and our report on Other Legal and 164(2) of the Act.
Regulatory Requirements below, is not modified
in respect of this matter with respect to our f. The modification relating to the maintenance
reliance on the work done and the reports of the of accounts and other matters connected
other auditors. therewith are as stated in the paragraph 2A(b)
above on reporting under Section 143(3)
Report on Other Legal and Regulatory (b) of the Act and paragraph 2B(f) below on
Requirements reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.
1. As required by the Companies (Auditor’s Report)
Order, 2020 (“the Order”) issued by the Central
g. With respect to the adequacy of the internal
Government of India in terms of Section 143(11) of
financial controls with reference to financial
the Act, we give in the “Annexure A” a statement on
statements of the Holding Company and its
the matters specified in paragraphs 3 and 4 of the
subsidiary company incorporated in India and
Order, to the extent applicable.
the operating effectiveness of such controls,
refer to our separate Report in “Annexure B”.
2 A. As required by Section 143(3) of the Act, we report,
to the extent applicable, that:
B. With respect to the other matters to be included in
a. 
We have sought and obtained all the the Auditor’s Report in accordance with Rule 11 of
information and explanations which to the Companies (Audit and Auditors) Rules, 2014,
the best of our knowledge and belief were in our opinion and to the best of our information
necessary for the purposes of our audit of the and according to the explanations given to us and
aforesaid consolidated financial statements. based on the consideration of the reports of the
other auditors on separate financial statements
b. In our opinion, proper books of account as of the subsidiaries, as noted in the “Other Matters”
required by law relating to preparation of the paragraph:
aforesaid consolidated financial statements
have been kept so far as it appears from our a. 
The consolidated financial statements
examination of those books and the reports disclose the impact of pending litigations as at
of the other auditor except for the matters 31 March 2025 on the consolidated financial
stated in the paragraph 2B(f) below on position of the Group. Refer Note 26(a) to the

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Corporate Overview Statutory Reports Financial Statements

consolidated financial statements. companies shall directly or indirectly,

lend or invest in other persons or entities

b. 
The Group did not have any material identified in any manner whatsoever
foreseeable losses on long-term contracts by or on behalf of the Funding Parties
including derivative contracts during the year (“Ultimate Beneficiaries”) or provide any
ended 31 March 2025. guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
c. 
There has been no delay in transferring
amounts to the Investor Education and (iii) 
Based on the audit procedures that
Protection Fund by the Holding Company or have been considered reasonable
its subsidiary company incorporated in India and appropriate in the circumstances
during the year ended 31 March 2025. performed by us and that performed by
the auditor of the subsidiary company
d (i) 
The respective management of the incorporated in India whose financial
Holding Company and its subsidiary statements have been audited under
company incorporated in India whose the Act nothing has come to our or
financial statements have been audited other auditor notice that has caused us
under the Act have represented to us or the other auditor to believe that the
and the other auditors of such subsidiary representations under sub-clause (i)
companies that, to the best of their and (ii) of Rule 11(e), as provided under
knowledge and belief, as disclosed (i) and (ii) above, contain any material
in the Note 40(vi) to the consolidated misstatement.
financial statements, no funds have
been advanced or loaned or invested e. 
The final dividend paid by the Holding
(either from borrowed funds or share Company during the year, in respect of the
premium or any other sources or kind of same declared for the previous year, is in
funds) by the Holding Company or any of accordance with Section 123 of the Act to the
such subsidiary companies to or in any extent it applies to payment of dividend.
other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with As stated in Note 32 to the consolidated
the understanding, whether recorded financial statements, the respective Board
in writing or otherwise, that the of Directors of the Holding Company have
Intermediary shall directly or indirectly proposed final dividend for the year which
lend or invest in other persons or entities is subject to the approval of the respective
identified in any manner whatsoever by members at the ensuing Annual General
or on behalf of the Holding Company Meeting. The dividend declared is in
or any of such subsidiary companies accordance with Section 123 of the Act to the
(“Ultimate Beneficiaries”) or provide any extent it applies to declaration of dividend.
guarantee, security or the like on behalf
of the Ultimate Beneficiaries. f. Based on our examination which included
test checks, except for instances mentioned
(ii) 
The respective management of the below, the Holding Company and its
Holding Company and its subsidiary subsidiary incorporated in India have used
company incorporated in India whose accounting softwares for maintaining its
financial statements have been audited books of account which have the feature of
under the Act have represented to us recording audit trail (edit log) facility and the
and the other auditors of such subsidiary same has operated throughout the year for
companies that, to the best of their all the relevant transactions recorded in the
knowledge and belief, as disclosed respective softwares.
in the Note 40(vi) to the consolidated
- 
In case of Holding Company and
financial statements, no funds have been
subsidiary Company incorporated in
received by the Holding Company or
India, the feature of audit trail (edit log)
any of such subsidiary companies from
was not enabled in full at the application
any person(s) or entity(ies), including
layer of the accounting softwares used for
foreign entities (“Funding Parties”), with
maintaining books of accounts in respect
the understanding, whether recorded
of general ledger system;
in writing or otherwise, that the Holding
Company or any of such subsidiary

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Onward Technologies Limited Annual Report 2024-25

- In case of Holding Company and its C. With respect to the matter to be included in the
subsidiary Company incorporated in Auditor’s Report under Section 197(16) of the Act:
India, database of accounting softwares
used for maintaining books of accounts In our opinion and according to the information
relating to the general ledger system, and explanations given to us and based on the
revenue billing system and consolidation report of the statutory auditor of such subsidiary
system is operated by a third party company incorporated in India which was not
software service provider. In the absence audited by us, the remuneration paid/payable
of reporting on compliance with the during the current year by the Holding Company
audit trail requirements at database layer and its subsidiary company to its directors is in
in the independent auditor’s report of accordance with the provisions of Section 197
the service organisation, we are unable of the Act. The remuneration paid/payable to
to comment whether audit trail feature any director by the Holding Company and its
of the said software was enabled and subsidiary company is not in excess of the limit laid
operated throughout the year for all down under Section 197 of the Act. The Ministry
relevant transactions recorded in the of Corporate Affairs has not prescribed other
softwares. details under Section 197(16) of the Act which are
required to be commented upon by us.
Due to system limitations, we are unable
to comment on instances of audit trail For B S R & Co. LLP
feature being tampered with during the Chartered Accountants
year in respect of general ledger system and Firm’s Registration No.:101248W/W-100022
revenue billing system. Additionally, where
the audit trail (edit log) facility was enabled Swapnil Dakshindas
in the previous year, the audit trail has been Partner
preserved by the Holding Company and its Membership No.: 113896
subsidiary Company incorporated in India ICAI UDIN: 25113896BMOKFN6872
as per the statutory requirements for record
Place: Mumbai
retention.
Date: 16 May 2025

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Annexure A to the Independent Auditor’s Report

on the Consolidated Financial Statements of Onward Technologies Limited for the year ended
31 March 2025

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report
of even date)
(xxi) In our opinion and according to the information and explanations given to us, there are no qualifications or
adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order, 2020 reports of the
companies incorporated in India and included in the consolidated financial statements.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Swapnil Dakshindas
Partner
Place: Mumbai  Membership No.: 113896
Date: 16 May 2025  ICAI UDIN: 25113896BMOKFN6872

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Onward Technologies Limited Annual Report 2024-25

Annexure B to the Independent Auditor’s Report

on the consolidated financial statements of Onward Technologies Limited for the year ended 31
March 2025

Report on the internal financial controls with reference to the aforesaid consolidated financial statements
under Clause (i) of Sub-section 3 of Section 143 of the Act
(Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)

Opinion
In conjunction with our audit of the consolidated financial statements of Onward Technologies Limited (hereinafter
referred to as “the Holding Company”) as of and for the year ended 31 March 2025, we have audited the internal
financial controls with reference to financial statements of the Holding Company and such company incorporated
in India under the Act which is its subsidiary company, as of that date.

In our opinion, the Holding Company and such company incorporated in India which is its subsidiary company,
has, in all material respects, adequate internal financial controls with reference to financial statements and
such internal financial controls were operating effectively as at 31 March 2025, based on the internal financial
controls with reference to financial statements criteria established by such companies considering the essential
components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

Auditor’s Responsibility
The respective Company’s Management and the Board of Directors are responsible for establishing and maintaining
internal financial controls based on the internal financial controls with reference to financial statements criteria
established by the respective company considering the essential components of internal control stated in
the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Act.

Auditor’s Responsibility
Our responsibility is to express an opinion on the internal financial controls with reference to financial statements
based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing,
prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with
reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls with reference to financial statements were established and maintained and if such controls
operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls with reference to financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to financial statements included obtaining an understanding of internal financial
controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of
the consolidated financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the internal financial controls with reference to financial statements.

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Meaning of Internal Financial Controls with Reference to Financial Statements

A company’s internal financial controls with reference to financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company’s internal financial
controls with reference to financial statements include those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorisations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or
fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with
reference to financial statements to future periods are subject to the risk that the internal financial controls with
reference to financial statements may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Swapnil Dakshindas
Partner
Place: Mumbai  Membership No.: 113896
Date: 16 May 2025  ICAI UDIN: 25113896BMOKFN6872

109
Onward Technologies Limited Annual Report 2024-25

Consolidated Balance Sheet

As at March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Particulars Notes As at As at
March 31, 2025 March 31, 2024
ASSETS
I. Non-current assets
Property, plant and equipment 3 3,111.79 3,237.58
Capital work-in-progress 3A 29.10 -
Right-of-use assets 28 3,138.94 2,766.11
Intangible assets 4 204.36 250.95
Intangible assets under development 4A 165.23 64.18
Financial assets
(a) Other financial assets 5 1,790.28 1,197.15
Deferred tax assets (net) 12(a) 334.67 200.68
Income tax assets (net) 12(b) 627.31 1,065.23
Other non-current assets 10 105.83 126.50
Total non-current assets 9,507.51 8,908.38
II. Current assets
Financial assets
(a) Trade receivables 6
- Billed 7,911.70 7,357.52
- Unbilled 3,029.65 2,728.59
(b) Cash and cash equivalents 7 2,434.46 3,119.76
(c) Bank balances other than cash and cash equivalents above 8 37.71 27.09
(d) Other financial assets 9 6,979.48 5,617.04
Other current assets 11 1,475.00 935.76
Total current assets 21,868.00 19,785.76
Total assets 31,375.51 28,694.14
EQUITY AND LIABILITIES
EQUITY
Equity share capital 13(a) 2,268.56 2,251.96
Other equity 13(b) 20,161.54 18,461.27
Total equity 22,430.10 20,713.23
LIABILITIES
I. Non-Current liabilities
Financial liabilities
(a) Lease Liabilities 28 2,220.09 1,938.01
Provisions 16 756.57 454.37
Deferred tax liabilities (net) 12(a) 320.82 325.85
Total non-current liabilities 3,297.48 2,718.23
II. Current liabilities
Financial liabilities
(a) Lease Liabilities 28 995.88 889.22
(b) Trade payables 14 929.71 1,297.28
(c) Other financial liabilities 15 2,571.33 1,988.27
Provisions 17 251.87 213.89
Income Tax Liabilities (net) 12(b) 171.89 204.76
Other current liabilities 18 727.25 669.26
Total current liabilities 5,647.93 5,262.68
Total liabilities 8,945.41 7,980.91
Total equity and liabilities 31,375.51 28,694.14

The above consolidated balance sheet should be read in conjunction with the accompanying notes.
This is the consolidated balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Partner Executive Chairman Managing Director
Membership No.: 113896 DIN: 00153549 DIN: 06829197
Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025

110
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Consolidated Statement of Profit and Loss

For the year ended March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Particulars Notes For the year For the year

March 31, 2025 March 31, 2024
Revenue from operations 19 49,131.61 47,239.17
Other income 20 721.31 727.24
Total Income 49,852.92 47,966.41
Expenses
Employee benefits expense 21 38,011.83 35,764.65
Finance costs 22 222.25 134.09
Depreciation and amortisation expense 23 1,338.69 1,297.46
Other expenses 24 6,650.17 6,254.51
Total expenses 46,222.94 43,450.71
Profit before tax 3,629.98 4,515.70
Tax expense
Current tax 12(b) 1,040.15 1,120.81
Deferred tax 12(a) (117.94) 3.12
Total tax expense 922.21 1,123.93
Profit for the year 2,707.77 3,391.77
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit plans 17 (83.67) (70.79)
Income tax relating to these items 12(b) 21.06 17.82
Items that will be subsequently reclassified to profit or loss
Exchange differences in translating the financial statements of 13(b) 45.14 82.05
foreign operations
Income tax relating to these items - -
Total other comprehensive income/(loss) for the year (17.47) 29.08
Total comprehensive income for the year 2,690.30 3,420.85
Earnings per share
Basic 25 11.97 15.13
Diluted 25 11.81 14.81

The above consolidated balance sheet should be read in conjunction with the accompanying notes.
This is the consolidated balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Partner Executive Chairman Managing Director
Membership No.: 113896 DIN: 00153549 DIN: 06829197
Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025

111
Onward Technologies Limited Annual Report 2024-25

Consolidated Statement of Cash Flows

For the year ended March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
A) Cash flows from operating activities
Profit before income tax 3,629.98 4,515.70
Adjustments for
Depreciation and amortisation expense 1,338.69 1,297.46
Profit on disposal of property, plant and equipment (2.60) (30.92)
Interest income (533.46) (477.68)
Unwinding of discount on security deposit (31.34) (32.44)
Employee share based payment expenses 124.23 542.54
Finance costs 222.25 134.09
Net gain on termination of lease arrangements (36.44) (5.38)
Unrealised foreign exchange (gain)/loss (9.51) (94.54)
Loss allowance 40.63 32.24
Bad Debts written off (Net of recoveries) 0.08 6.00
Operating profit before working capital changes 4,742.51 5,887.06
Working capital adjustments
(Increase)/Decrease in trade receivables and unbilled receivables (873.39) 887.18
(Increase)/Decrease in other financial assets (96.65) (21.98)
(Increase)/Decrease in other assets (533.17) (169.28)
Increase/(Decrease) in trade payables (336.37) 222.28
Increase/(Decrease) in other liabilities 57.99 (97.00)
Increase/(Decrease) in other financial liabilities 549.34 (462.95)
Increase/(Decrease) in employee benefit obligations 256.84 186.69
Cash generated from/(used in) operations 3,767.10 6,432.00
Income taxes paid (net of refunds) (614.80) (197.13)
Net cash (outflow)/inflow from operating activities 3,152.30 6,234.87
B) Cash flows from investing activities
Purchase of property, plant and equipment (237.73) (128.55)
Purchase of intangible assets (129.28) (73.15)
Proceeds from sale of property, plant and equipment 5.27 37.22
Proceeds from fixed deposits 3,800.00 54.95
Fixed deposits placed (5,609.71) (6,158.79)
Interest received 453.72 34.51
Net cash (outflow)/inflow from investing activities (1,717.73) (6,233.81)
C) Cash flows from financing activities
Interest paid* - (4.42)
Repayment of lease liabilities* (1,034.88) (928.17)
Shares application money received for allotment of shares 32.50 34.10
Repayment of borrowings* - (50.75)
Payment of Dividend (1,119.54) (667.33)
Net cash (outflow)/inflow from financing activities (2,121.92) (1,616.57)
Net increase / (decrease) in cash and cash equivalents (A+B+C) (687.35) (1,615.51)
Cash and cash equivalents at the beginning of the year 3,119.76 4,726.50
Effect of foreign exchange on cash and cash equivalents 2.05 8.77
Cash and cash equivalents at the end of the year 2,434.46 3,119.76

112
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Consolidated Statement of Cash Flows

For the year ended March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Reconciliation of cash and cash equivalents as per the cash flow statement:

Particulars As at As at
March 31, 2025 March 31, 2024
Cash and cash equivalents 2,434.46 3,119.76
Balances as per statement of cash flows 2,434.46 3,119.76

The above statement of cash flows is prepared under Indirect Method of Ind AS 7 - Statement of cash flows.

*Reconciliation of liabilities from financing activities for the period ended March 31, 2025:

Particulars Borrowings Leases

Balance at the start of the year - 2,827.23
Add: Cash inflow - -
Less: Cash outflow - (1,034.88)
Add: Non-cash changes (including additions to right of use assets) - 1,423.62
Closing balance at the end of the year - 3,215.97

*Reconciliation of liabilities from financing activities for the year ended March 31, 2024:

Particulars Borrowings Leases

Balance at the start of the year 50.75 1,621.88
Add: Cash inflow - -
Less: Cash outflow (50.75) (928.17)
Add: Non-cash changes (including additions to right of use assets) - 2,133.52
Closing balance at the end of the year - 2,827.23

The above consolidated balance sheet should be read in conjunction with the accompanying notes.
This is the consolidated balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Partner Executive Chairman Managing Director
Membership No.: 113896 DIN: 00153549 DIN: 06829197
Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025

113
 Consolidated Statement of Changes in Equity
As at March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

A Equity share capital

Particulars Notes Amount
Balance as at April 1, 2023 2,230.53
Change in equity share capital 13(a) 21.43
Balance as at March 31, 2024 2,251.96
Onward Technologies Limited

Balance as at April 1, 2024 2,251.96

Change in equity share capital 13(a) 16.60
Balance as at March 31, 2025 2,268.56

B Other Equity
Particulars Notes Securities Retained Share option Foreign Share Total
premium Earnings outstanding Currency application
account Translation money
Reserve pending

114
allotment
As at April 1, 2023 8,616.22 5,701.67 405.24 431.00 2.17 15,156.30
Profit for the year - 3,391.77 - - - 3,391.77
Other Comprehensive Income - (52.97) - 82.05 - 29.08
Total comprehensive income for the year - 3,338.80 - 82.05 - 3,420.85
Contributions and distributions
Issue of equity shares under Employee Stock Option 13(b) 255.58 - (240.68) - - 14.90
Plan
Employee stock option expenses 13(b) - - 542.54 - - 542.54
Shares allotted against the share application money 13(b) - - - - (36.27) (36.27)
received
Shares application money received for allotment of 13(b) - - - - 34.10 34.10
shares
Dividends paid 13(b) - (671.15) - - - (671.15)
As at March 31, 2024 8,871.80 8,369.32 707.10 513.05 - 18,461.27
Profit for the period - 2,707.77 - - - 2,707.77
Other Comprehensive Income - (62.61) - 45.14 - (17.47)
Annual Report 2024-25

Total comprehensive income for the period - 2,645.16 - 45.14 - 2,690.30

 Particulars Notes Securities Retained Share option Foreign Share Total
premium Earnings outstanding Currency application
account Translation money
Reserve pending
allotment
Contributions and distributions
Issue of equity shares under Employee Stock Option Plan 13(b) 415.50 - (399.60) - - 15.90
Employee stock option expenses 13(b) - - 124.23 - - 124.23
Shares allotted against the share application money 13(b) - - - - (32.50) (32.50)
received
Shares application money received for allotment of shares 13(b) - - - - 32.50 32.50
Dividends paid 13(b) - (1,130.16) - - - (1,130.16)
As at March 31, 2025 9,287.30 9,884.32 431.73 558.19 - 20,161.54

The above consolidated balance sheet should be read in conjunction with the accompanying notes.
01

This is the consolidated balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

115
Swapnil Dakshindas Harish Mehta Jigar Mehta
Partner Executive Chairman Managing Director
Corporate Overview

Membership No.: 113896 DIN: 00153549 DIN: 06829197

20

Place : Mumbai Place : Mumbai

Date: May 16, 2025 Date: May 16, 2025
21

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025
Statutory Reports
100
101
Financial Statements
245
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

1. Background:
Onward Technologies Limited is a 2500-employees strong software and technology services outsourcing
company specializing in digital, embedded, mechanical engineering for global original equipment
manufacturers (OEMs) in Industrial Equipment, Heavy Machinery, Automotive, Rail Transportation, Healthcare
and Life Sciences. With global offices and India delivery excellence centers, Onward Tech is present in 12
locations across 6 countries, offering its OEM clients the benefits of both global presence and local reach,
access to an expert talent pool and the agility to ramp up complex engineering projects rapidly. The company
is a public limited entity incorporated on July 18, 1991, under the Companies Act, 1956, domiciled in India
with its registered office in Mumbai. Onward Technologies has been publicly traded on the National Stock
Exchange and Bombay Stock Exchange since 1995.

2. Material accounting policies:

This note provides a list of the Material accounting policies adopted in the preparation of these consolidated
financial statements. These policies have been consistently applied.

(a) Basis of preparation

(i) Compliance with Ind AS
The consolidated financial statements comply with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act) read with Companies (Indian Accounting Standards)
Rules, 2015 and other relevant provisions of the Act.

The Board of Directors have approved these consolidated financial statements for issue on May 16, 2025.

(b) Interest in Subsidiaries

Sr. Name of the entity % of Holding Country of Incorporation

No.
March 31, 2025 March 31, 2024
1 Onward Technologies Inc. 100% 100% United States of America
2 Onward Technologies GmbH 100% 100% Germany
3 Onward Technologies Canada Inc. 100% 100% Canada
4 Onward Technologies B.V. 100% 100% Netherland
5 OT Park Private Limited (formerly 100% 100% India
known as NV Pune Technology Park
Private Limited)

(ii) Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for the
following:
• Derivative financial assets and liabilities which are measured at fair value;
• Defined benefit plans — plan assets measured at fair value.
• Share based payment measured at fair value as on the date of grant.

All assets and liabilities have been classified as current or non-current as per the Group’s operating cycle
and other criteria set out in the Schedule III of the Companies Act, 2013. Based on the nature of products
and the time between the acquisition of assets for processing and their realization in cash and cash
equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current and
non-current classification of assets and liabilities.

116
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(iii) Use of judgements and estimates
The preparation of consolidated financial statements requires the management of the Group to make
judgments, estimates and assumptions that affect the reported balances of assets and liabilities and
disclosures relating to the contingent liabilities as at the date of the financial statements and reported
amounts of income and expenditure during the year. Actual results could differ from estimates.
Differences between actual results and estimates are recognized when the results are known/materialized
prospectively.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognized prospectively.

Judgements
(a) Note no. (e) - Revenue recognition – Recognition of revenue involves significant judgements in
relation to fulfilment of performance obligations and determination of transaction price.

Critical accounting estimates

(a) Note no. (e) - Revenue recognition – Recognition of revenue involves estimates around variable
consideration.

(b) Note no. (i) - Recognition of deferred tax assets/liabilities - The Group reviews carrying amount of
deferred tax asset at end of each reporting period for availability of future taxable profit against
which deductible temporary differences and tax losses carried forward can be utilized.

(c) Note no. (v(a)) - Business combinations - to ascertain the net fair value of acquired identifiable assets,
liabilities and contingent liabilities. Significant estimates are required to be made in determining
these fair values.

(d) Note no. (s) – Measurement of defined benefit obligation: key actuarial assumptions involved in
measurement

(e) Note no. 35 - share based payments - Information about assumptions and estimation uncertainties
in respect of share based payments

(iv) Principles of Consolidation

a) Business combinations
In accordance with Ind AS 103, the Group accounts for business combinations using the acquisition
method when control is transferred to the Group. In determining whether a particular set of activities
and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at
a minimum, an input and substantive process and whether the acquired set has the ability to produce
outputs.

The consideration transferred for the business combination is generally measured at fair value as at the
date the control is acquired (acquisition date), as are the net identifiable assets acquired. Any goodwill
that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in other
comprehensive income and accumulated in equity as capital reserve if there exists clear evidence of the
underlying reasons for classifying the business combination as resulting in a bargain purchase; otherwise
the gain is recognized directly in equity as capital reserve. Transaction costs are expensed as incurred,
except to the extent related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing
relationships with the acquiree. Such amounts are generally recognized in profit or loss.

117
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to
pay contingent consideration that meets the definition of a financial instrument is classified as equity,
then it is not remeasured subsequently and settlement is accounted for within equity. Other contingent
consideration is remeasured at fair value at each reporting date and changes in the fair value of the
contingent consideration are recognized in profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting period
in which the business combination occurs, the Group reports in its financial statement’s provisional
amounts for the items for which the accounting is incomplete. During the measurement period, the
Group retrospectively adjusts the provisional amounts recognized at the acquisition date to reflect new
information obtained about facts and circumstances that existed as of the acquisition date and, if known,
would have affected the measurement of the amounts recognized as of that date.

During the measurement period, the Group also recognizes additional assets or liabilities if new
information is obtained about facts and circumstances that existed as of the acquisition date and, if
known, would have resulted in the recognition of those assets and liabilities as of that date.

The measurement period ends as soon as the Group receives the information it was seeking about
facts and circumstances that existed as of the acquisition date or learns that more information is not
obtainable but does not exceed one year from the acquisition date.

If share-based payment awards (replacement awards) are required to be exchanged for awards held
by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s
replacement awards is included in measuring the consideration transferred in the business combination.
The determination of the amount to be included in consideration transferred is based on the market-
based measure of the replacement awards compared with the market-based measure of the acquiree’s
awards and the extent to which the replacement awards relate to pre-combination service.

If a business combination is achieved in stages, any previously held equity interest in the acquiree is re-
measured at its acquisition date fair value and any resulting gain or loss is recognized in profit or loss or
OCI, as appropriate.

b) Subsidiaries
Subsidiaries are all entities (including structured entities) over which the Group has control. The Group
controls an entity when the Group is exposed to, or has right to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power to direct the relevant activities of
the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group.
They are not consolidated from the date the control ceases.

The Group combines the financial statements of the parent and its subsidiaries line by line adding
together like items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances
and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are
also eliminated unless the transaction provides evidence of an impairment of the transferred asset.
Accounting policies of subsidiaries have been changed wherever necessary to ensure consistency with
the policies adopted by the group.

c) Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary,
and any related NCI and other components of equity. Any interest retained in the former subsidiary is
measured at fair value at the date the control is lost. Any resulting gain or loss is recognised in profit or
loss.

118
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(c) Segment Reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker are the Board of Directors. The Group has only
one operating segment which is ER&D service and digital services.

(d) Foreign currency translation

(i) Functional and presentation currency
Items included in financial statements are measured using the currency of the primary economic
environment in which the company operates (‘the functional currency’). The functional currency of the
company is Indian Rupee (INR) and these financial statements are prepared in INR which is presentation
currency.

Transactions in foreign currencies are translated to the respective functional currencies of the Group
companies at the exchange rates prevailing on the date of the transaction. Monetary items denominated
in foreign currencies are translated into the functional currency at the rates as at the reporting date. The
exchange differences so determined and also the realised exchange differences are recognised in the
Statement of Profit and Loss. Non-monetary items denominated in foreign currencies and measured
at fair value are translated into the functional currency at the exchange rate prevalent at the date when
the fair value was determined. Non-monetary items denominated in foreign currencies and measured
at historical cost are translated into the functional currency at the exchange rate prevalent at the date of
transaction.

(ii) Foreign operations

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into
the presentation currency as follows:

Assets and liabilities are translated at closing rates at the date of balance sheet; Income and expenses
are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case, income and expenses are translated
at the dates of transactions) and all resulting exchange differences are recognised in other comprehensive
income.

On consolidation, exchange differences arising from the translation of any net investment in foreign
entities, and of borrowings and other financial instruments designated as hedges of such investments, are
recognised in other comprehensive income. When a foreign operation is sold, the associated exchange
differences are reclassified to profit or loss, as part of gain or loss on sale.

(e) Revenue recognition

Ind AS 115 Revenue from contracts with customers standard deals with revenue recognition and establishes
principles for reporting useful information to users of financial statements about the nature, amount, timing
and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is
recognised when a customer obtains control of a promised good or service and thus has the ability to direct
the use and obtain the benefits from the good or service in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those goods and services.

A five-step process must be applied before revenue can be recognised:

i. identify contracts with customers
ii. identify the separate performance obligation
iii. determine the transaction price of the contract

119
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

iv. allocate the transaction price to each of the separate performance obligations, and
v. recognise the revenue as each performance obligation is satisfied.

a. Revenue recognition policy

The Group derives revenue primarily from ER&D service and digital services. Amounts disclosed as
revenue are net of trade allowances, rebates, discounts, goods and service taxes, value added taxes and
other amounts collected on behalf of third parties.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume
discounts, service level credits, performance bonuses and incentives, if any, as specified in the contract
with the customer. Expenses reimbursed by customers during the project execution are recorded as
reduction to associated costs.

The Group accounts for volume and/or trade discounts to customers as a reduction of revenue. Also,
when the level of discount varies with increases in levels of revenue transactions, the Group recognises
the liability based on its estimate of the customer’s future purchases. The Group recognises changes
in the estimated amount of obligations for discounts in the period in which the change occurs. The
discounts are passed on to the customer either as direct payments or as a reduction of payments due
from the customer.

When there is an uncertainty as to measurement or ultimate collectability, revenue recognition is

postponed until such uncertainty is resolved.

Revenue is measured based on the consideration specified in a contract with a customer and excludes
amounts collected on behalf of third parties. The Group recognises revenue when it transfers control
over a product or a service to a customer and Group expects to receive consideration in exchange for
those products or services. The method for recognising revenues and costs depends on the nature of
the services rendered. The Group estimates its estimates on historical results, taking into consideration
the type of customer, the type of transaction and the specifics of each arrangement. The Group assesses
for the timing of revenue recognition in case of each distinct performance obligation. The Group first
assesses whether the revenue can be recognised over time as it performs if any of the following criteria is
met:
(a) The customer simultaneously consumes the benefits as the Group performs, or
(b) The customer controls the work-in-progress, or
(c) The Group’s performance does not create an asset with alternative use to the Group and the Group
has right to payment for performance completed till date

If none of the criteria above are met, the Group recognised revenue at a point-in-time.

The point-in-time is determined when the control of the goods or services is transferred which is
generally determined based on when the significant risks and rewards of ownership are transferred
to the customer. Apart from this, the Group also considers its present right to payment, the legal title
to the goods, the physical possession and the customer acceptance in determining the point in time
where control has been transferred.

The billing schedule agreed with customers with customers include periodic performance based
payments and/or milestone based progress payments. Invoices are payable within contractually
agreed credit period. In accordance with Ind AS 37, the Group recognises an onerous contract
provision when the unavoidable costs of meeting up obligations exceed the economic benefits to
be received. The Group disaggregates revenue from contracts with customers by nature of services
and geography.

120
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(i) Sale of services
a) Time and material contracts:
Revenue on time and material contracts for the reporting period is recognised as and when the
related services are performed and billed to the end customers. If billing for the related services is
not done during the reporting period, revenue is recognised as unbilled revenue at the end of the
reporting period.

b) Fixed- price contracts:

Revenue from fixed price contracts where the performance obligations are directly linked to costs
expended and are satisfied over time and there is no uncertainty as to measurement or collectability
of consideration, is recognised as per the percentage-of-completion method. Percentage of
completion is determined based on project costs incurred to date as a percentage of total estimated
project costs required to complete the project. Costs expended have been used to measure progress
towards completion as generally there is a direct relationship between input and output in respect
of work completed.

Estimates of revenues, costs or extent of progress towards completion are revised if circumstances
change. Any resulting increase or decrease in estimated revenues or costs are reflected in profit
or loss in the period in which the circumstances that give rise to the revision become known by
management.

Revenue from fixed price maintenance is recognised based on the right to invoice for services
performed for contracts in which invoicing is representative of the value being delivered. If invoicing
is not consistent with value delivered, revenue is recognised as the services are performed. When
services are performed through an indefinite number of repetitive acts over a specified period,
revenue is recognised on straight line basis over the specified period, unless some other method
better represents the manner in which services are performed.

Contract balances
a) Revenue in excess of invoicing is classified as unbilled revenue when such right to consideration in
exchange for goods and services is conditional only on passage of time, while invoicing in excess of
revenue is classified as contract liabilities (unearned revenue).

b) Unbilled revenue is classified as contract asset when there is a right to consideration in exchange for
goods or services which is conditional on something other than the passage of time.

c) Amount billed in advance, without services being rendered, is classified as unearned revenue (contract
liabilities).

d) Deferred contract costs are upfront costs incurred for the contract and are amortised on a systematic
basis that is consistent with the transfer to the customer of the goods/services to which the asset relates.

Significant judgments in revenue recognition:

a) Judgment is required to determine the transaction price for a contract with the customer. The transaction
price could be either a fixed amount of customer consideration or variable consideration with elements
such as volume discounts, service level credits, performance bonuses, price concessions and incentives.
The transaction price is also adjusted for the effects of the time value of money if the contract includes
a significant financing component. The estimated amount of variable consideration is adjusted in the
transaction price only to the extent that it is highly probable that a significant reversal in the amount of
cumulative revenue recognized will not occur and is reassessed at the end of each reporting period. The
Group allocates the elements of variable considerations to all the performance obligations of the contract
unless there is observable evidence that they pertain to one or more distinct performance obligations.

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Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

b) The Group exercises judgment in determining whether the performance obligation is satisfied at a point
in time or over a period of time. The Group considers indicators such as how customer consumes benefits
as services are rendered or who controls the asset as it is being created or existence of enforceable right
to payment for performance to date and alternate use of such product or service, transfer of significant
risks and rewards to the customer, acceptance of delivery by the customer, etc.

Contract modifications are accounted for when additions, deletions or changes are approved either to the
contract scope or contract price. The accounting for modifications of contracts involves assessing whether
the services added to an existing contract are distinct and whether the pricing is at the standalone selling
price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those
that are distinct are accounted for prospectively, either as a separate contract, if the additional services
are priced at the standalone selling price, or as a termination of the existing contract and creation of a
new contract if not priced at the standalone selling price.

(f) Other Income

Dividend income is recognised in the Statement of Profit and Loss only when the Group’s right to receive
dividend is established which is generally when the shareholders approve the dividend.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset.

However, for financial assets that have become credit-impaired subsequent to initial recognition, interest
income is calculated by applying the effective interest rate to the amortised cost of the financial asset.

(g) Financial instruments

a) Recognition and initial measurement
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, except
for trade receivables which are initially measured at transaction price. 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) are added to or deducted from the fair
value measured on initial recognition of financial asset or financial liability.

Measurement of fair values:

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for
both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the
valuation techniques as follows.

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in 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).

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as
possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the
fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the
fair value hierarchy as the lowest level input that is significant to the entire measurement.

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Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting
period during which the change has occurred.

When the fair value of financial assets and financial liabilities cannot be measured based on quoted prices
in active markets, the Group uses discounted cash flow analysis method for the fair value of its financial
instruments except for employee stock options (ESOP), where Black and Scholes options pricing model
is used.

Further information about the assumptions made in measuring fair values is included in below notes:
- share based payment arrangements (Refer note no. (s)(iv) and 38)
- acquisition of asset/ subsidiary (Refer note (b)(iv)(a))
- financial instruments (Refer this note and note 32)

b) Classification and subsequent measurement

i. Non-derivative financial instruments
On initial recognition, a financial asset is classified as measured at:
- amortised cost;
- Fair value through other comprehensive income (FVOCI) – debt investment;
- Fair value through other comprehensive income (FVOCI) – equity investment; or
- Fair value through profit/loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes
its business model for managing financial assets, in which case all affected financial assets are
reclassified on the first day of the first reporting period following the change in the business model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not
designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash
flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not
designated as at FVTPL:

- it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably
elect to present subsequent changes in the investment’s fair value in OCI. This election is made on
an investment-by-investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are
measured at FVTPL.

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Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Financial assets carried at amortized cost:
A financial asset is subsequently measured at amortized cost using the effective interest method.
The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and
losses and impairment are recognised in profit or loss.

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 collecting contractual cash flows
and selling financial assets and the contractual terms of the financial asset give rise on specified dates
to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI
are not reported separately from other changes in fair value. Dividends are recognised as income in
profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.
Other net gains and losses are recognised in OCI and are not reclassified to profit or loss.

Financial assets at fair value through profit or loss:

These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in profit or loss.


Financial liabilities:

Financial liabilities are subsequently carried at amortized cost using the effective interest method,
except for contingent consideration recognised in a business combination which is subsequently
measured at fair value through profit and loss. 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. Interest expense and foreign exchange gains and losses are recognised in
profit or loss. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a
derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured
at fair value and net gains and losses, including any interest expense, are recognised in profit or loss.

ii. Derivative financial instruments

The Group holds derivative financial instruments such as foreign exchange forward contracts to
mitigate the risk of changes in exchange rates on foreign currency exposures. the Group does not use
derivative financial instruments for speculative purposes. The counter-party to the Group’s foreign
currency forward contracts is generally a bank.

Derivatives are initially measured at fair value. Derivatives not designated as hedges are recognised
initially at fair value and attributable transaction costs are recognised in the Statement of Profit
and Loss, when incurred. Subsequent to initial recognition, these derivatives are measured at fair
value through profit or loss and the resulting exchange gains or losses are included in other income.
The full fair value of a derivative is classified as a Non-current Asset or liability when the remaining
maturity of the hedged item is more than 12 months; it is classified as a current asset or liability
when the remaining maturity of the hedged item is less than 12 months.

c) Derecognition of financial instruments

Financial assets:
The Group derecognises a financial asset when:
- the contractual rights to the cash flows from the financial asset expire; or

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Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

- it transfers the rights to receive the contractual cash flows in a transaction in which either:

Substantially all of the risks and rewards of ownership of the financial asset are transferred; or the
Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does
not retain control of the financial asset.

Financial liabilities:
The Group derecognises financial liability when its contractual obligations are discharged or cancelled or
expire. The Group also derecognises a financial liability when its terms are modified and the cash flows
of the modified liability are substantially different, in which case a new financial liability based on the
modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and
the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in
profit or loss.

d) Impairment of financial assets

The Group recognises loss allowances for expected credit losses on financial assets measured at amortised
cost. For trade receivables that do not contain a significant financing component, the Group apply
simplified approach. The Group uses simplified approach to calculate impairment on trade receivables
and has not assessed credit risk individually. The Group assumes that the credit risk on a financial asset
has increased significantly if it is more than 90 days past due.

When determining whether the credit risk of a financial asset has increased significantly since initial
recognition, the Group considers reasonable and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group’s historical experience and informed credit assessment, that includes forward-
looking information.

e) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there
is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be
contingent on future events and must be enforceable in the normal course of business and in the event
of default, insolvency or bankruptcy of the Group or the counterparty.

(h) Government Grant

Grants from the government are recognised at their fair value when there is a reasonable assurance that the
grant will be received and the Group will comply with all the attached conditions.

Government grant relating to income are deferred and recognised in the profit or loss over the period
necessary to match them with the costs that they are intended to compensate.

Government grants relating to the purchase of property, plant and equipment are included in non-current
liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives
of related assets and presented within other income.

(i) Income tax

The income tax expense or credit for the year is the tax payable on the current year’s taxable income based on
the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.

125
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting year in the countries where the Group operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will
accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely
amount or the expected value, depending on which method provides a better prediction of the resolution of
the uncertainty.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements.
Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting
profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the end of the reporting year and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax liability is settled. Temporary differences in
relation to a right-of-use asset and a lease liability for a specific lease are regarded as a net package (the lease)
for the purpose of recognising deferred tax.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax
bases of investments in subsidiaries where the Group is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that
the related tax benefit will be realised; such reductions are reversed when the probability of future taxable
profits improves.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets
and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.

(j) Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.

As a lessee
Leases are recognised as a right-of-use and a corresponding liability at the date at which the leased asset is
available for use by the Group. Contracts may contain both, lease and non-leases components. The Group
allocates the consideration in the contract to the lease and non-lease components based on their relative
stand-alone prices. However, for leases of real estate for which the Group is a lessee, it has elected not to
separate lease and non-lease component and instead accounts for these as a single lease component.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:
- fixed payments (including - in-substance fixed payments), less any lease incentive receivable.

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as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

- amounts expected to be payable by the Group under residual value guarantees.
- lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension
option
- the exercise price of a purchase option if the Group is reasonably certain to exercise that option, and
- payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

Lease payments to be made under reasonably certain extension options are also included in the measurement
of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing
rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to
obtain an asset of similar value to the right-of-use asses in a similar economic environment with similar terms,
security and conditions.

To determine the incremental borrowing rate, the Group:

- where possible uses recent third party financing received by the individual lessee as a starting point,
adjusted to reflect changes in financing conditions since the third party financing, and
- makes adjustments specific to the lease.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss
over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the
liability for each period.

Right-of-use assets are measured at cost comprising the following:

- the amount of the initial measurement of lease liability.
- any lease payments made at or before the commencement date less any lease incentives received.
- any initial direct costs, and
- restoration costs

Right-of-use are generally depreciated over the shorter of the asset’s useful life and the lease term on a
straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset’s useful life.

Payments associated with the short-term leases and all leases of low-value assets are recognised on a straight-
line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
Low value assets comprise IT equipment like computers and hardware. The Group presents separately in the
balance sheet right-of-use assets and lease liabilities within ‘Financial Liabilities’

Lease payments included in the measurement of the lease liability comprise the following:
• fixed payments, including in-substance fixed payments;
• variable lease payments that depend on an index or a rate, initially measured using the index or rate as
at the commencement date;
• amounts expected to be payable under a residual value guarantee; and
• the exercise price under a purchase option that the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the Group is reasonably certain to exercise an extension option,
and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early

127
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Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a
revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.

As a lessor
Lease income from operating leases where the Group is a lessor is recognised income on a straight-line basis
over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying
amount of the underlying asset and recognised as expense over the lease term on the same basis as lease
income. The respective leased asset are included in the balance sheet based on their nature.

Since there are no transactions whereby the Group is a lessor, there were no adjustments to the accounting
for assets held as lessor as a result of adopting the new leasing standard.

(k) Impairment of non-financial assets

The management periodically assesses, using external and internal sources, whether there is an indication
that an asset may be impaired. If an asset is impaired, the Group recognises an impairment loss as the excess
of the carrying amount of the asset over the recoverable amount. Recoverable amount is higher of an asset’s
or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated
future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its
useful life. An impairment loss is reversed to the extent that the asset’s carrying amount does not exceed the
carrying amount that would have been determined if no impairment loss had previously been recognised. For
impairment testing, assets are grouped together into the smallest Group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or CGUs. Impairment
losses are recognised in profit or loss

(l) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.

(m) Borrowing cost and other interest expense

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency
borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection
with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset
which necessarily take a substantial period of time to get ready for their intended use are capitalised as part
of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are
incurred.

Interest expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that
exactly discounts estimated future cash payments through the expected life of the financial instrument to the
amortised cost of the financial liability. In calculating interest expense, the effective interest rate is applied to
the amortised cost of the liability.

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as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(n) Trade receivables
Trade receivables are amounts due from customers for goods sold or services performed in the ordinary
course of business. Trade receivables are recognised initially at transaction price that is unconditional unless
they contain significant financing components, when they are recognised at fair value. The Group holds the
trade receivables with the objective of collecting the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest method, less loss allowance.

(o) Property, plant and equipment

All items of property, plant and equipment are stated at historical cost less depreciation and accumulated
impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Cost of an item of property, plant and equipment comprises its purchase price, including import duties and
non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost
of bringing the item to its working condition for its intended use and estimated costs of dismantling and
removing the item and restoring the site on which it is located.

Subsequent costs are included in the asset’s carrying amount or recognised as a consolidated asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. The carrying amount of any component accounted
for as a consolidated asset is derecognised when replaced. All other repairs and maintenance are charged
to profit or loss during the reporting period in which they are incurred. The cost of an item of property, plant
and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably.

Depreciation methods, estimated useful lives and residual value

Depreciation on property, plant and equipment is provided on the straight-line method over the useful lives
of the assets. The estimated useful lives are as follows:

Class of asset Estimated economic useful life in years

Computers & networking 3 - 6 years
Furniture & Fixtures 7 - 10 years
Office Equipment 5 - 7 years
Electrical equipments 10 years
Vehicles 8 years
Building* 50 years

* Useful lives have been determined based on technical evaluation done by the management’s expert which
are lesser than those specified by Schedule II to the Companies Act; 2013, in order to reflect the actual usage
of the assets.

Leasehold improvements are depreciated over shorter of their useful life or the lease term, unless the entity
expects to use the assets beyond the lease term.

The asset’s residual values and useful lives are reviewed and adjusted if appropriate, at the end of the reporting
period. Depreciation on additions/(disposals) is provided on a pro-rata basis i.e. from/(upto) the date on which
asset is ready for use/ (disposed off). The useful lives for assets are in line with the useful lives as prescribed under
Part C of Schedule II of the Companies Act, 2013. An asset’s carrying amount is written down immediately to
its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains
and losses on disposals are determined by comparing proceeds with carrying amount. These are included in
profit or loss within other income/ other expenses respectively.

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Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(p) Intangible assets
The cost of an item of intangible assets shall be recognised as an asset if, and only if it is probable that
future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. Intangible assets are stated at acquisition cost net of tax/ duty credits availed, if any, and
net of accumulated amortisation and accumulated impairment. Gains or losses arising from the retirement or
disposal of an intangible asset are determined as the difference between the net disposal proceeds and the
carrying amount of the asset and recognised as income or expense in the profit or loss.

Intangible assets are amortised on the straight-line method as follows:

Asset Useful life

Software 2 to 6 years

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if
appropriate.

Subsequent costs are included in the asset’s carrying amount or recognised as a consolidated asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Group and the cost of the item can be measured reliably. The carrying amount of any component accounted
for as a consolidated asset is derecognised when replaced.

Intangible Assets Under Development

Intangible Assets Under Development represent costs incurred on the development of intangible assets that
are not yet ready for use as intended by management. These typically include costs related to the development
of software platforms/applications.

All costs which are directly attributable to the development phase of an intangible asset are capitalized when
the project is technically feasible, the asset will generate probable future economic benefits, and adequate
resources are available to complete the development. These costs include development team expenses and
other directly attributable overheads.

Expenditures that do not meet the above criteria are recognized as an expense in the Statement of Profit and
Loss as incurred. Capitalized development costs are classified as Intangible Assets Under Development until
the asset is available for use, at which point they are transferred to Intangible Assets and amortized over their
estimated useful life.

Intangible Assets Under Development are tested for impairment annually, or more frequently if there are
indicators of impairment.

(q) Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of financial
year which are unpaid. Trade and other payables are unsecured and are presented as current liabilities unless
payment is not due within twelve months determined by the Group after the reporting period. They are
recognised initially at their fair value and subsequently measured at amortised cost using the effective interest
method.

(r) Provisions and contingent assets/liabilities

Provisions are recognised when the Group has a present, legal or constructive obligation as a result of a past
event and it is probable that an outflow of resources will be required to settle the obligation, and a reliable
estimate of the amount of the obligation can be made. Provisions are determined based on the best estimate
required to settle the obligation at the Balance Sheet date. Provisions are reviewed at each Balance Sheet
date and adjusted to reflect current best estimates. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period.

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as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

A provision for onerous contracts is measured at the present value of the lower of the expected cost of
terminating the contract and the expected net cost of continuing with the contract, which is determined
based on the incremental costs of fulfilling the obligation under the contract and an allocation of other
costs directly related to fulfilling the contract. Before a provision is established, the Group recognises any
impairment loss on the assets associated with that contract.

Contingent liabilities are disclosed by way of a note to the consolidated financial statements 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 or a reliable estimate of the amount cannot be made.

Contingent asset is not recognised in consolidated financial statements since this may result in the recognition
of income that may never be realised. However, when the realisation of income is virtually certain, then the
related asset is not a contingent asset and is recognized.

(s) Employee Benefits

(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the related service are
recognised in respect of employees’ services up to the end of the reporting period and are measured at
the amounts at undiscounted basis expected to be paid when the liabilities are settled. The liabilities are
presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for privileged leave are not expected to be settled wholly within 12 months after the end
of the period in which the employees render the related service. These obligations are measured as the
present value of expected future payments to be made in respect of services provided by employees up
to the end of the reporting period using the projected unit credit method. The benefits are discounted
using the market yields at the end of the reporting period that have terms approximating to the terms of
the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial
assumptions are recognised in profit or loss. The obligations are presented as current liabilities in the
balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve
months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligations

The Group operates the following post-employment schemes:
(a) Defined benefit plan – gratuity
(b) Defined contribution plans - provident fund, employee state insurance scheme.

(a) Defined benefit plan - Gratuity

The Group provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible
employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a
lump sum payment to vested employees at retirement, death or termination of employment, of
an amount based on the respective employee’s salary and the tenure of employment.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan
is the present value of the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using
the projected unit credit method.

131
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows by reference to market yields at the end of the reporting period on
government bonds that have terms approximating to the terms of the related obligation.

Remeasurement of net defined benefit liability, which comprise actuarial gains and losses arising
from experience adjustments and changes in actuarial assumptions, the return on plan assets
(excluding interest) and the effects of asset ceiling (if any, excluding interest) are recognised in
other comprehensive income for the period in which they occur. Net interest expense and other
expenses related to defined benefit plans are recognised in Statement of Profit and Loss. The
net interest cost is calculated by applying the discount rate to the net balance of the defined
benefit obligation and the fair value of plan assets, both as determined at the start of the annual
reporting period taking into account any changes in the net defined benefit liability (asset)
during the period as a result of contributions and benefit payments.

Changes in the present value of the defined benefit obligation resulting from plan amendments
or curtailments are recognised immediately in profit or loss as past service cost. The Group
recognises gains and losses on the settlement of a defined benefit plan when the settlement
occurs.

(b) Defined contribution Plans – Provident Fund, Employee State Insurance Scheme, Social Security
and Labour Welfare Fund

The Group pays provident fund, employee state insurance for all employees to publicly
administered funds as per local regulations. The Group has no further payment obligations once
the contributions have been paid. The contributions are accounted for as defined contribution
plans and the contributions are recognised as employee benefit expense in the period in which
the related service is provided by the employee.

(iv) Share-based payments

Employee options are provided to employees of the Group via the ESOP Plan. The fair value of the
options granted under the Onward Technologies Plan is recognised as employee benefit expense with a
corresponding increase in equity. The total amount to be expensed is determined by reference to the fair
value of the options granted:
• including any market performance conditions
• excluding the impact of any service and non-market performance vesting conditions and
• including the impact of any non-vesting conditions.

The total expense is recognised over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the
number of options that are expected to vest based on the non-market vesting and service conditions. It
recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding
adjustment to equity.

(v) Bonus Plan

The Group recognises a liability and an expense for bonuses. The Group recognises a provision where

132
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

contractually obliged or where there is a past practice that has created a constructive obligation.

(t) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at
the discretion of the Group, on or before the end of the reporting period but not distributed at the end of the
reporting period.

(u) Earnings per share

(i) Basic earnings per share
Basic earnings per share is calculated by dividing
• the profit attributable to owners of the Group
• by the weighted average number of equity shares outstanding during the financial year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential
equity shares, and

• the weighted average number of additional equity shares that would have been outstanding
assuming the conversion of all dilutive potential equity shares.

(v) Rounding of amounts:

All amounts disclosed in the consolidated financial statements and notes have been rounded off to the
nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

133
 Notes to consolidated financial statements
as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

3 Property, plant and equipment

Particulars Building Computers Leasehold Furniture & Vehicles Office Electrical Total
Improvements Fixtures Equipment Equipments
Opening gross carrying amount as on 2,796.02 1,334.69 383.13 432.83 89.69 170.61 19.65 5,226.62
April 1, 2023
Additions - 93.46 - 5.13 - 13.49 - 112.08
Onward Technologies Limited

Disposals - (121.18) (192.70) (133.21) - (25.85) - (472.94)

Effect of foreign currency exchange - (0.64) (0.88) (10.78) - - - (12.30)
differences
Gross carrying amount as on March 31, 2,796.02 1,306.33 189.55 293.97 89.69 158.25 19.65 4,853.46
2023
Accumulated depreciation 93.82 790.53 364.16 273.81 21.59 101.94 11.93 1,657.78
Charge for the year 48.25 277.87 13.39 47.18 11.20 22.98 1.58 422.45
Disposals - (116.84) (192.69) (132.48) - (24.63) - (466.64)
Effect of foreign currency exchange - 0.26 0.84 1.19 - - - 2.29
differences
Closing accumulated depreciation as at 142.07 951.82 185.70 189.70 32.79 100.29 13.51 1,615.88
March 31, 2024
Net carrying amount as on March 31, 2,653.95 354.51 3.85 104.27 56.90 57.96 6.14 3,237.58

134
2024

Particulars Building Computers Leasehold Furniture & Vehicles Office Electrical Total
Improvements Fixtures Equipment Equipments
Opening gross carrying amount as on 2,796.02 1,306.33 189.55 293.97 89.69 158.25 19.65 4,853.46
April 1, 2024
Additions 8.78 192.35 - 2.02 - 25.61 - 228.76
Disposals - (149.84) (5.13) (4.33) - (2.23) - (161.53)
Effect of foreign currency exchange - (6.87) - - - - - (6.87)
differences
Gross carrying amount as on March 31, 2,804.80 1,341.97 184.42 291.66 89.69 181.63 19.65 4,913.82
2025
Accumulated depreciation 142.07 951.82 185.70 189.70 32.79 100.29 13.51 1,615.88
Charge for the period 49.19 231.24 0.61 30.72 11.20 21.44 1.08 345.48
Disposals - (150.32) (3.36) (3.42) - (2.23) - (159.33)
Effect of foreign currency exchange - - - - - - - -
differences
Closing accumulated depreciation as at 191.26 1,032.74 182.95 217.00 43.99 119.50 14.59 1,802.03
March 31, 2025
Net carrying amount as on March 31, 2,613.54 309.23 1.47 74.66 45.70 62.13 5.06 3,111.79
2025

Notes:
Annual Report 2024-25

1 Refer to note 26(b) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
 Notes to consolidated financial statements
as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

3A Capital-Work-in Progress (CWIP) Ageing Schedule

Particulars Amount in CWIP for a period of Total
Less than 1-2 years 2-3 years More than
1 year 3 years
As at 31 March 2025
Projects in progress 29.10 - - - 29.10
Project temporarily suspended - - - - -
Total 29.10 - - - 29.10
01

Particulars Amount in CWIP for a period of Total

Less than 1-2 years 2-3 years More than
1 year 3 years

135
As at 31 March 2024
Corporate Overview

Projects in progress - - - - -
20

Project temporarily suspended - - - - -

Total - - - - -
21

Note:

(i) Capital work in progress are with the aging of less than 1 year and expected to get completed within 1 year.
(ii) As on the balance sheet date, there is no capital work in progress whose completion is overdue or has exceeded the cost, based on approved plan.
Statutory Reports
100
101
Financial Statements
245
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

4 Intangible assets
Particulars Computer Total
Software
Opening gross carrying amount as on April 1, 2023 1,521.43 1,521.43
Additions 8.95 8.95
Disposals (337.49) (337.49)
Effect of foreign currency exchange differences 0.02 0.02
Gross carrying amount as on March 31, 2024 1,192.91 1,192.91
Accumulated Amortisation
Balance as at April 1, 2023 1,188.87 1,188.87
Amortisation charge for the year 90.58 90.58
Disposals (337.49) (337.49)
Closing accumulated amortisation as at March 31, 2024 941.96 941.96
Net carrying value as on March 31, 2024 250.95 250.95

Particulars Computer Total

Software
Opening gross carrying amount as on April 1, 2024 1,192.91 1,192.91
Additions 28.22 28.22
Disposals (66.48) (66.48)
Gross carrying amount as at March 31, 2025 1,154.65 1,154.65
Accumulated Amortisation
Balance as at April 1, 2024 941.96 941.96
Amortisation charge for the period 74.81 74.81
Disposals (66.48) (66.48)
Closing accumulated amortisation as at March 31, 2025 950.29 950.29
Net carrying value as at March 31, 2025 204.36 204.36

4A Intangible Assets Under Development (IAUD) Ageing Schedule

Particulars Amount in IAUD for a period of Total
Less than 1-2 years 2-3 years More than
1 year 3 years
As at 31 March 2025
Projects in progress 101.05 64.18 - - 165.23
Project temporarily suspended - - - - -
Total 101.05 64.18 - - 165.23

Particulars Amount in IAUD for a period of Total

Less than 1-2 years 2-3 years More than
1 year 3 years
As at 31 March 2024
Projects in progress 64.18 - - - 64.18
Project temporarily suspended - - - - -
Total 64.18 - - - 64.18
Note:

(i) Intangible assets under development are expected to get completed within 1 year.
(ii) As on the balance sheet date, there are no intangible assets under development whose completion is overdue or has
exceeded the cost, based on approved plan.

136
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

5 Others financial assets - non-current

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, considered good unless otherwise stated)
Bank deposits due to mature after 12 months 1,577.19 1,017.73
Earmarked balances with banks
Bank deposits held as security against working capital facilities - 53.93
[Refer note 8(i)]
Security deposits 213.09 125.49
Total 1,790.28 1,197.15

6 Trade receivables
Particulars As at As at
March 31, 2025 March 31, 2024
Trade Receivables - Billed 8,002.93 7,406.95
Less: Loss allowance (91.23) (49.43)
7,911.70 7,357.52
Trade Receivables - Unbilled 3,029.65 2,728.59
Total 10,941.35 10,086.11

Break-up of security details

Particulars As at As at
March 31, 2025 March 31, 2024
Trade receivable considered good - Secured
Trade receivable considered good - Unsecured 7,911.70 7,357.52
Trade receivable which have significant increase in credit risk 91.23 49.43
Less: Loss allowance (91.23) (49.43)
Total 7,911.70 7,357.52

Ageing of trade receivables as at March 31, 2025:

Particulars Not Outstanding for following periods from due Total

due date
Less 6 months 1-2 years 2-3 More
than 6 -1 year years than 3
months years
Undisputed trade receivables
- Considered good 6,791.31 1,097.21 17.44 5.74 - - 7,911.70
- Significant increase in credit risk 3.61 3.76 6.32 77.54 - - 91.23
- Credit impaired - - - - - - -
Disputed trade receivables
- Considered good and Doubtful - - - - - - -
- Significant increase in credit risk - - - - - - -
- Credit impaired - - - - - - -
Less: Loss Allowance (91.23)

137
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars Not Outstanding for following periods from due Total

due date
Less 6 months 1-2 years 2-3 More
than 6 -1 year years than 3
months years
Trade Receivables - Billed 7,911.70
Trade Receivables - Unbilled
- Considered good - Unsecured 3,029.65
(undisputed)
Total 10,941.35

Ageing of trade receivables as at March 31, 2024:

Particulars Not Outstanding for following periods from due Total

due date
Less 6 months 1-2 2-3 More
than 6 -1 year years years than 3
months years
Undisputed trade receivables
- Considered good 5,579.03 1,754.59 23.90 - - - 7,357.52
- Significant increase in credit risk 5.92 6.16 37.35 - - - 49.43
- Credit impaired - - - - - - -
Disputed trade receivables
- Considered good and Doubtful - - - - - - -
- Significant increase in credit risk - - - - - - -
- Credit impaired - - - - - - -
Less: Loss Allowance (49.43)
Trade Receivables - Billed 7,357.52
Trade Receivables - Unbilled
- Considered good - Unsecured 2,728.59
(undisputed)
Total 10,086.11

7 Cash and cash equivalents

Particulars As at As at
March 31, 2025 March 31, 2024
Cash in hand 0.20 0.20
Balances with banks
In current accounts 1,682.80 2,008.13
Deposits with original maturity less than three months 751.46 1,111.43
Total 2,434.46 3,119.76

8 Bank balances other than cash and cash equivalents above

Particulars As at As at
March 31, 2025 March 31, 2024
In earmarked accounts
Earmarked balances with banks* 37.71 27.09
Total 37.71 27.09

* Amount represents unclaimed dividend account held for dividend remittance and hence are not available for use.

138
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Notes :
i) Details of undrawn credit facilities

Particulars Name of the Terms of Coupon/

Company repayment Interest rate
Loans repayable on demand
Secured
From Banks
Cash credit (Refer note below)
HSBC Bank Onward Payable on T-Bill (3M)+2.75%
Technologies Demand p.a.
Limited
ICICI Bank Onward Payable on Repo+3.00% p.a.
Technologies Demand
Limited

Security details for Cash credit / Working capital facility

Secured by the Term deposits amounting to ` 65.60 lakhs (principal amount of FD) with Bank as on
March 31, 2025 (March 31, 2024 : ` 118.90 lakhs) and has exclusive charge on all present and future
Current assets and Book debts.
Above facility is secured against overall charge on current assets and margin money deposit with the
bank in the form of fixed deposit
The Group has not utilised facility amount as at year ended March 31, 2025.

ii) The Group has obtained Cash credit / Working Capital facilities from banks on the basis of security
of current assets.
The company has filed the returns/statements of current assets for the financial year 2024–25 and these
are in agreement with the books of accounts.
For FY 2023-24, the quarterly returns or statements of current assets filed by the Company with banks
are not materially misstated with the books of accounts. Differences are on account of exclusion of
intercompany balances, the period end closing entries and timing differences. Below are the details as
on March 31, 2024

Quarter Particulars Amount as per books Amount as reported in the Amount of difference
ended of securities of account quarterly statement
provided
Revenue Trade Revenue Trade Revenue Trade
(for the Receivables Receivables (w/o Receivables
YTD) related party)
Jun-23 Current Assets 8,449.14 5,893.38 8,305.21 5,840.33 143.93 53.05
Sep-23 Current Assets 17,157.71 5,655.67 16,983.96 5,589.94 173.75 65.73
Dec-23 Current Assets 25,676.77 5,025.15 25,530.37 5,356.31 146.40 -331.16
Mar-24 Current Assets 34,595.20 5,263.28 34,420.58 5,382.98 174.62 -119.70

139
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

9 Others financial assets - current

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, considered good unless otherwise stated)
Derivative financial instrument
Foreign exchange forward contracts 3.54 24.93
Bank deposits due to mature within 12 months 6,700.18 5,325.43
Earmarked balances with banks
Bank deposits held as security against working capital facilities 74.16 64.97
[Refer note 8 (i)]
Security deposits 201.60 201.71
Total 6,979.48 5,617.04

10 Other non-current assets

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, considered good unless otherwise stated)
Prepaid expenses 101.53 126.50
Capital advances 4.30 -
Total 105.83 126.50

11 Other current assets

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, considered good unless otherwise stated)
Prepaid expenses 674.72 542.79
Interest receivable on income tax refund 16.66 36.34
Balance with Government Authorities 154.34 -
Research and Development expenditure credit receivable 366.58 183.96
Advance to suppliers 185.90 106.77
Others* 76.80 65.90
Total 1,475.00 935.76

*Others include ` 70.44 lakhs for advances paid to employees and ` 6.36 lakhs for payment under protest for the ongoing
GST matters for FY 2018-19 and FY 2019-20.

12(a) Deferred tax assets (net)

The balance of deferred tax comprises temporary differences attributable to:

Particulars As at As at
March 31, 2025 March 31, 2024
Deferred tax assets
Defined Benefit Obligation 228.62 142.49
Allowance for Doubtful debts 6.73 3.84
Disallowances under Income tax Act, 1961 40.95 10.07
Lease Liability 717.67 160.86
Property, plant and equipment and intangible assets - 1.56

140
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars As at As at
March 31, 2025 March 31, 2024
Share issue expenses 10.50 21.00
Others 28.21 6.60
1,032.68 346.42
Deferred tax liability
Fair value gain on Foreign exchange Forward contracts 0.89 6.28
Right to Use Assets 690.41 130.31
Property, plant and equipment and intangible assets 2.52 -
Others 4.19 9.15
698.01 145.74
Total deferred tax asset (net) 334.67 200.68

The balance of deferred tax comprises temporary differences attributable to:

Particulars As at As at
March 31, 2025 March 31, 2024
Deferred tax liability
Leases 14.78 14.79
Fair value of assets acquired 306.04 311.06
Total deferred tax liability (net) 320.82 325.85

Movement in Deferred tax assets/ (liabilities) in Statement of profit and loss (charged)/ credited during
the year

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Movement through profit and loss
Defined Benefit Obligation 65.07 40.44
Allowance for Doubtful debts 2.89 0.76
Disallowances under Income tax Act, 1961 30.88 5.79
Lease Liability 556.81 (212.88)
Right to Use Assets (560.09) 209.32
Property, plant and equipment and intangible assets (4.08) (7.01)
Share issue expenses (10.50) (10.50)
Fair value gain on Foreign exchange Forward contracts 5.38 (14.07)
Fair value of assets acquired 5.02 5.01
Others 26.57 (19.98)
Movement through other comprehensive income
Defined Benefit Obligation 21.06 17.82
Total 139.01 14.68

141
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

12(b) Taxation
Income tax assets/(Income tax liabilities)

Particulars As at As at
March 31, 2025 March 31, 2024
Opening Balance
- Income tax liabilities (Current) (204.76) (7.20)
- Income tax assets (Non-Current) 1,065.23 1,632.69
Add : Current tax payable for the year 1,040.15 (1,120.81)
Add/ (Less) : (Refund Received)/ Taxes paid (1,445.20) 355.78
Closing Balance 455.42 860.46
Closing balance
- Income tax liabilities (Current) (171.89) (204.76)
- Income tax assets (Non-Current) 627.31 1,065.23

Income Tax Expenses

The major components of income tax expenses for the year ended March 31, 2025 and March 31, 2024

Profit and Loss section Year ended Year ended

March 31, 2025 March 31, 2024
Current income tax charge
Current income tax
- Current tax on profit for the current year 1,024.76 1,113.84
- Adjustments for current tax of prior periods 15.39 6.97
Deferred tax (117.94) 3.12
Income tax expense reported in the consolidated statement of 922.21 1,123.93
profit or loss

Other comprehensive income section Year ended Year ended

March 31, 2025 March 31, 2024
Deferred tax related to items recognised in OCI during the year 21.06 17.82
Income tax (charged)/credit to OCI 21.06 17.82

Reconciliation of tax expense and accounting profit multiplied by India’s domestic tax rate for March 31,
2025 and March 31, 2024

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Accounting profit before tax 3,629.98 4,515.77
Tax at Indian income tax rate of 25.17% (March 31, 2024: 25.17%) 913.59 1,136.53
Adjustments in respect of current income tax of previous years 15.39 6.97
Difference in tax rates in various subsidiaries (10.68) (15.32)
Deferred tax expenses/(reversal) on fair value change of assets (5.02) (5.02)
acquired
Tax Effects of amounts which are not deductible (taxable) in 23.16 8.10
calculating taxable income
Deferred tax asset not recognized on losses incurred by subsidiaries (2.15) (6.46)
Others (12.08) (0.87)
Total 922.21 1,123.93
Income tax expense reported in the statement of profit or loss 922.21 1,123.93

142
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

13(a) Equity share capital

Particulars As at As at
March 31, 2025 March 31, 2024
Authorised share capital:
3,36,20,000 (March 31, 2024 : 3,36,20,000) Equity shares of ` 10 each 3,362.00 3,362.00
1,00,00,000 (March 31, 2024 : 1,00,00,000) Preference shares of ` 10 each 1,000.00 1,000.00
10,00,000 (March 31, 2024 : 10,00,000) unclassified shares of ` 10 each 100.00 100.00
Total 4,462.00 4,462.00
Issued, subscribed and paid up :
2,26,85,570 (March 31, 2024 : 2,25,19,570) Equity Shares of ` 10 each 2,268.56 2,251.96
Total 2,268.56 2,251.96

(i) Reconciliation of number of equity shares issued

Particulars As at As at
March 31, 2025 March 31, 2024
Issued, subscribed and paid up
Shares outstanding at the beginning of the year (Nos.) 22,519,570 22,305,270
Shares issued during the year (Nos.) 166,000 214,300
Shares outstanding at the end of the year 22,685,570 22,519,570

(ii) Reconciliation of issued equity share capital

Particulars As at As at
March 31, 2025 March 31, 2024
Issued, subscribed and paid up
Shares outstanding at the beginning of the year 2,251.96 2,230.53
Shares issued during the year 16.60 21.43
Shares outstanding at the end of the year 2,268.56 2,251.96

(iii) Terms/ rights attached to equity shares

The Group has issued only one class of shares referred to as equity shares having a par value of ` 10/-. Each
shareholder of equity shares is entitled to one vote per share. In the event of liquidation of the Group, the
holders of equity shares will be entitled to receive any of the remaining assets of the Group. The distribution
will be in proportion to the number of equity shares held by the shareholders.

Shares reserved for issue under options and contracts or commitments for the sale of shares or
disinvestment
1,75,700 (March 31, 2024 : 4,65,700) equity shares are outstanding under ESOP 2009 and ESOP 2019 scheme
as at balance sheet date. Refer note 35 for further details of the ESOP scheme.

(iv) Aggregate number of shares issued for consideration other than cash during the period of five years
immediately preceding the reporting date -Nil (March 31, 2024: Nil).
Further, the Group has not undertaken any buy back of shares during the period of five years immediately
preceding the year ended March 31, 2025.

143
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(v) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the
Company

Name of the shareholder As at March 31, 2025 As at March 31, 2024

% holding No. of shares % holding No. of shares
JHM Enterprises Private Limited 34.16% 7,750,000 33.74% 75,97,866
Infinity Direct Holdings 8.73% 1,980,000 17.32% 3,900,000
Infinity Portfolio Holdings 8.46% 1,920,000 0.00% -

(vi) Details of shareholdings of promoters and promoters group

i) Details of shareholding of promoters as on March 31, 2025

Name of Promoters Number of Percentage of Percentage of

shares total number change during
of shares the year
JHM Enterprises Private Limited 7,750,000 34.16% 0.42%
Harish Shantilal Mehta 220,000 0.97% 0.01%
Jigar Harish Mehta 400,000 1.76% 0.09%
Heral Harish Mehta 250,059 1.10% 0.02%
Prachi Mehta 150,000 0.66% -0.01%

ii) Details of shareholding of promoters as on March 31, 2024

Name of Promoters Number of Percentage of Percentage of

shares total number change during
of shares the year
JHM Enterprises Private Limited 7,597,866 33.74% 100.00%
Harish Shantilal Mehta 216,528 0.96% 0.96%
Jigar Harish Mehta 376,299 1.67% 0.70%
Heral Harish Mehta 243,096 1.08% -1.50%
Prachi Mehta 150,000 0.67% -0.42%

13(b) Other Equity

Particulars As at As at
March 31, 2025 March 31, 2024
Reserves and Surplus
Securities premium
Opening Balance 8,871.80 8,616.22
Add : Additions on account of exercise of options under Employee 415.50 255.58
Stock Option Plan
Closing Balance 9,287.30 8,871.80
Share option outstanding account
Opening Balance 707.10 405.24
Less : Employee stock options exercised (399.60) (240.68)
Add : Employee stock option expenses 124.23 542.54
Closing Balance 431.73 707.10

144
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars As at As at
March 31, 2025 March 31, 2024
Foreign currency translation reserve
Opening Balance 513.05 431.00
Gain on translation of foreign currency balances 45.14 82.05
Closing Balance 558.19 513.05
Share Application Money pending allotment
Opening Balance - 2.17
Less : Shares allotted against the share application money received (32.50) (36.27)
Add : Shares application money received for allotment of shares 32.50 34.10
Closing Balance - -
Retained earnings
Opening balance 8,369.32 5,701.67
Net profit for the year 2,707.77 3,391.77
11,077.09 9,093.44
Less: Dividend paid (Refer Note 32) (1,130.16) (671.15)
Items of other comprehensive income recognised directly in retained
earnings
Re-measurements of defined benefit plans (net of tax) (62.61) (52.97)
Closing balance 9,884.32 8,369.32
Total 20,161.54 18,461.27

Nature and purpose of reserves

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

Share option outstanding account

The share option outstanding account is used to record the fair value of options as on grant date issued to
employees under the Employee stock option scheme. The amounts recorded in share options outstanding
account are transferred to share capital and share premium upon exercise of stock options by employees.

Foreign currency translation reserve

Exchange differences arising on translation of foreign operations are recognized in other comprehensive
income as described in accounting policy and accumulated in a separate reserve within equity. The cumulative
amount is reclassified to profit or loss when the net investment is disposed-off.

Share Application Money pending allotment

This denotes application money received for which issue of equity shares are outstanding as on balance sheet
date.

Retained earnings
Retained earnings comprise of the Group’s undistributed earnings after taxes.

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Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

14 Trade payables
Particulars As at As at
March 31, 2025 March 31, 2024
Trade payables 929.71 1,297.28
Total 929.71 1,297.28

Ageing of trade payables as at March 31, 2025:

Particulars Not due Less than 1-2 years 2-3 years More than Total
1 year 3 years
Undisputed trade payables 819.98 109.54 - 0.19 - 929.71
- MSME 54.30 0.41 - - - 54.71
- Others 765.68 109.13 - 0.19 - 875.00
Disputed trade payables - - - - -
- MSME - - - - - -
- Others - - - - - -

Ageing of trade payables as at March 31, 2024:

Particulars Not due Less than 1-2 years 2-3 years More than Total
1 year 3 years
Undisputed trade payables 984.82 312.46 - - - 1,297.28
- MSME 24.82 0.21 - - - 25.03
- Others 960.00 312.25 - - - 1,272.25
Disputed trade payables - - - - - -
- MSME - - - - - -
- Others - - - - - -

15 Other financial liabilities - current

Particulars As at As at
March 31, 2025 March 31, 2024
Capital creditors 33.67 9.24
Unpaid Dividend 37.71 27.09
Employee benefit payable 2,499.95 1,951.94
Total 2,571.33 1,988.27

16 Non-current provisions
Particulars As at As at
March 31, 2025 March 31, 2024
Employee related provisions
- Provision for Gratuity 485.49 259.21
- Provision for compensated absences 271.08 195.16
Total 756.57 454.37

146
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

17 Current provisions
Particulars As at As at
March 31, 2025 March 31, 2024
Employee related provisions
- Provision for Gratuity 51.45 43.83
- Provision for compensated absences 200.42 170.06
Total 251.87 213.89

A Defined contribution plan

(i) Provident fund and Employee State Insurance Corporation scheme
The Group has certain defined contribution plans. Contributions are made to provident fund for
employees at the rate specified by regulatory authorities from time to time. The contributions are made
to registered provident fund administered by the government. The obligation of the Group is limited to
the amount contributed and it has no further contractual nor any constructive obligation. The expense
recognised during the period towards defined contribution plan is ` 1,226.66 lakhs (March 31, 2024 -
` 1,148.13 lakhs).

(ii) The expense recognised during the period towards defined contribution plan of Employee State Insurance
Corporation, social security and Labour welfare fund is ` 1.78 lakhs (March 31, 2024 - ` 3.12 lakhs).

B Gratuity
The Group provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees
who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity
payable on retirement/termination is the employees last drawn basic salary per month computed
proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a
funded plan and is administered through group gratuity scheme with Life Insurance Corporation of India.

I The amounts recognised in balance sheet and movements in the net benefit obligation over the
year are as follows :

Particulars Present value Fair value of Net amount

of obligation plan assets
April 1, 2023 487.42 (359.95) 127.47
Current service cost 103.39 - 103.39
Past service cost - - -
Interest expense/(income) 35.66 (26.33) 9.33
Total amount recognised in Profit or Loss 139.05 (26.33) 112.72
Return on plan assets - (8.30) (8.30)
(Gain)/loss from experience change 80.61 - 80.61
(Gain)/loss from demographic change (8.53) - (8.53)
(Gain)/loss from change in financial assumption 7.01 - 7.01
Total amount recognised in Other 79.09 (8.30) 70.79
Comprehensive Income
Employer contributions - (7.94) (7.94)
Benefits paid (112.64) 112.64 -
March 31, 2024 592.92 (289.88) 303.04

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Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars Present value Fair value of Net amount

of obligation plan assets
April 1, 2024 592.92 (289.88) 303.04
Current service cost 134.25 - 134.25
Past service cost - - -
Interest expense/(income) 42.36 (20.71) 21.65
Total amount recognised in Profit or Loss 176.61 (20.71) 155.90
Return on plan assets - 3.49 3.49
(Gain)/loss from experience change 19.75 - 19.75
(Gain)/loss from demographic change 46.01 - 46.01
(Gain)/loss from change in financial assumption 14.42 - 14.42
Total amount recognised in Other 80.18 3.49 83.67
Comprehensive Income
Employer contributions - (5.67) (5.67)
Benefits paid (68.62) 68.62 -
March 31, 2025 781.09 (244.15) 536.94

II The net liability disclosed above relates to funded plans are as follows :

Particulars As at As at
March 31, 2025 March 31, 2024
Present value of funded obligation 781.09 592.92
Fair value of plan assets (244.15) (289.88)
Deficit 536.94 303.04

III Significant actuarial assumptions

Particulars March 31, 2025 March 31, 2024

Discount rate 6.95% 7.15%
Salary growth rate 5.00% 5.00%
Expected return on plan assets 6.95% 7.15%
Withdrawal rate
Service greater than 4 years 4.00% 4.00%
Service less than 4 years 35.00% 45.00%
Expected average remaining working lives of employees (in years) 7.9 5.64

148
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

IV Sensitivity of actuarial assumptions
The sensitivity of defined obligation to changes in the weighted principal assumptions is:

Assumption Impact on defined

benefit obligation
March 31, 2025 March 31, 2024
Discount rate
1 % increase (73.95) (53.73)
1 % decrease 87.22 62.80
Salary growth rate
1 % increase 84.42 60.93
1 % decrease (73.81) (53.60)
Withdrawal rate
1 % increase 5.89 5.15
1 % decrease (7.75) (6.50)

The above sensitivity analysis is based on a change in an assumption while holding all the other
assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may
be corelated. When calculating the sensitivity of the defined benefit obligation to significant actuarial
assumptions the same method (present value of the defined benefit obligation calculated with the
projected unit credit method at the end of the reporting period) has been applied as when calculating
the defined benefit liability recognised in the balance sheet.

The methods and types of assumptions used in preparing the sensitivity analysis did not change
compared to the prior period.

V Projected benefits payable from the fund in future years from the date of reporting:

Particulars March 31, 2025 March 31, 2024

Less than a year 51.45 43.83
Between 2 to 5 years 238.14 185.80
Between 6 to 10 years 342.05 254.72
More than 10 years 1,278.99 932.47
Total 1,910.63 1,416.82

The weighted duration of the defined benefit obligation is 11 years. (March 31, 2024: 10 years)
The Group expects to contribute ` 716.65 lakhs (March 31, 2024 ` 420.83 lakhs) during the next year
towards planned assets.

VI The major categories of plan assets are as follows:

Particulars March 31, 2025 March 31, 2024

Funds managed by insurer 100% 100%

149
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

VII Risk Exposure

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory
framework which may vary over time. Thus, the Company is exposed to various risks in providing the
above gratuity benefit which are as follows:

Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates
will result in an increase in the ultimate cost of providing the above benefit and will thus result in an
increase in the value of the liability (as shown in financial statements).

Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This
may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of
illiquid assets not being sold in time.

Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of
salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for
plan participants from the rate of increase in salary used to determine the present value of obligation will
have a bearing on the plan’s ability.

Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the
liability. The Company is exposed to the risk of actual experience turning out to be worse compared to
the assumption.

Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity
Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher
gratuity payouts (e.g. Increase in the maximum limit on gratuity of ` 20,00,000).

C Compensated absence
The leave obligations cover the Company’s liability for privilege leave which are as follows :

Particulars March 31, 2025 March 31, 2024

Expenses recognised in the Statement of Profit and Loss 106.28 80.95
Non-current leave obligations expected to be settled after 12 months 271.08 195.16
Current leave obligations expected to be settled within the next 12 200.42 170.06
months

18 Other current liabilities

Particulars As at As at
March 31, 2025 March 31, 2024
Statutory dues payable 656.63 637.43
Advance from customers 45.20 31.83
Contract liability - unearned revenue (Refer note 19(d)) 25.42 -
Total 727.25 669.26

150
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

19 Revenue from Operation

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Revenue from Contract with Customers
Sale of services
- Professional services 49,131.61 47,239.17
Revenue from Operations 49,131.61 47,239.17

a) Disaggregate revenue information

The table below presents disaggregated revenues from contracts with customers by geographical region
type. The Group believe that this disaggregation best depicts how the nature, amount of our revenues
and cash flows are affected by industry, market and other economic factors.

The payment terms of the Group are upto 60 days.

Revenue from operations Year ended Year ended

March 31, 2025 March 31, 2024
Within India 26,446.87 23,022.71
Outside India
- USA 13,831.94 14,781.74
- Europe 3,359.11 4,327.69
- Others* 5,493.69 5,107.03
Total 49,131.61 47,239.17

*includes Canada and the United Kingdom.

b) Reconciliation of revenue recognised with contract price

Particulars March 31, 2025 March 31, 2024

Contract Price 49,449.31 47,729.34
Less: Discounts (317.70) (490.17)
Revenue from operations 49,131.61 47,239.17

c) Aggregate amount of transaction price allocated to contract that are partially unsatisfied as at
reporting date

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Aggregate amount of transaction price allocated to contract 25.42 -
that are unsatisfied as at reporting date

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Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

d) Movement in contract liabilities

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Opening balance 31.83 99.43
Changes on account of:
Consideration received from customer - work yet to be 45.20 31.83
performed
Revenue recognised in the year that was included in advance (31.83) (99.43)
from customers
Invoicing done but revenue to be recognised 25.42 -
Total 70.62 31.83

Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction
price yet to be recognized as at the end of the reporting period and an explanation as to when the Group
expects to recognize these amounts in revenue.

Applying the practical expedient as given in Ind-AS 115 Revenue from contract with customers, the
Group has not disclosed the remaining performance obligation related disclosures for contracts where
the revenue recognized corresponds directly with the value to the customer of the entity’s performance
completed to date, typically those contracts where invoicing is on time and material basis. Remaining
performance obligations estimates are subject to change and are affected by several factors, including
terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has
not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as of
March 31, 2025, other than those meeting the exclusion criteria mentioned above, is ` 25.42 lakhs. Out
of this, the Group expects to recognize revenue of around 100% within the next one year. This includes
contracts that can be terminated for convenience without a substantive penalty, since based on current
assessment, the occurrence of the same is expected to be remote.

20 Other income
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Interest income under the effective interest method from financial
assets carried at amortised cost
- Interest on bank deposits 533.46 284.06
- Interest income on security deposits 31.34 32.44
Interest on income tax refunds 16.66 193.62
Net profit on disposal of property, plant and equipment 2.60 30.92
Net gain on foreign currency transactions and translations 79.58 62.91
Miscellaneous income 57.67 123.29
Total 721.31 727.24

152
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

21 Employee benefits expense

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Salaries and wages
- Salaries, wages and incentives* 35,866.32 33,192.11
- Gratuity Expenses (Refer note 17) 155.91 112.72
Contributions to provident and other funds (Refer note 17)
- Contributions to provident fund and Employee State Insurance 1,228.44 1,151.25
Corporation scheme
- Social security and other benefit plans for overseas employees 521.33 490.98
Employee share based payment expense (Refer note 35) 124.02 542.55
Staff welfare expenses 115.81 275.04
Total 38,011.83 35,764.65

Note:
* Based on its assessment and precedence for research and development expenditure credit available in the
United Kingdom, the Group has recognised for such incentive on accrual basis for the current year to the
extent of ` 171.33 lakhs (Previous year: ` 183.96 lakhs). The Group is in the process of filing claim with the
Authorities. There are no unfulfilled conditions for such grant.

22 Finance costs
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Interest expense on financial liabilities measured at amortised
cost
Interest on borrowings - 4.42
Interest on Lease Liabilities 222.25 128.35
Interest on dues of micro enterprises and small enterprises - 1.32
Total 222.25 134.09

23 Depreciation and amortization expense

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Depreciation on property, plant and equipment (refer note 3) 345.48 422.45
Amortisation of intangible assets (refer note 4) 74.81 90.58
Depreciation of right-of-use Assets (refer note 28) 918.40 784.43
Total 1,338.69 1,297.46

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Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

24 Other expenses
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Sub-contracting cost 2,494.19 2,183.85
Water power and fuel 160.52 211.62
Rent 163.61 181.50
Software Expenses 1,040.61 1,186.16
Legal and professional charges 518.42 475.35
Travelling and conveyance 1,000.77 781.99
Insurance 239.75 239.82
Repairs and maintenance
- Others 228.92 244.63
Office Expenses 79.51 120.57
Director sitting fees (Refer note 27) 15.25 18.80
Loss allowance 40.63 32.24
Bad Debts written off 0.08 6.00
Communication expenses 86.85 84.73
Rates and taxes 116.62 91.13
Payment to auditors (Refer note 24(a)) 36.81 38.59
Advertisement and sales promotion 45.63 33.83
CSR Expenditure (Refer note 24(b)) 47.98 32.90
Miscellaneous Expenses 334.02 290.80
Total 6,650.17 6,254.51

24(a) Payment to auditors

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Statutory Audit 29.00 29.00
Limited reviews 3.00 3.00
Fees for certificates 2.00 2.00
Reimbursement of out of pocket expenses 2.81 4.59
Total 36.81 38.59

24(b) Corporate Social Responsibility (CSR)

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Amount approved by Board required to be spent during the year 47.98 32.90
Amount spent during the year on various projects 47.98 32.90
Amount required to be spent as per Section 135 of Companies Act, 47.98 32.90
2013
Amount spent during the year on:
(i) Construction of an asset - -
(ii) on purposes other than (i) above 47.98 32.90
Accrual towards unspent obligations in relation to:
- Ongoing Project - -
- Other than ongoing Project - -

* Calculated at 2% of the average net profits of the Company during the immediately preceeding 3 years

154
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Nature of CSR expenses
Promoting Education and Healthcare activities (i.e. eradicating hunger and conservation of natural resources)

Note:
There are no ongoing CSR projects or excess/short expense to be incurred as on balance sheet date. Therefore,
relevant disclosures are not given.

25 Earnings per share (EPS)

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
(a) Basic earnings per share
Net Profit attributable to equity shareholders of the company 2,707.77 3,391.77
Weighted average number of equity shares 22,620,242 22,424,035
Basic earnings per share 11.97 15.13
(b) Diluted earnings per share
Net Profit attributable to equity shareholders of the company 2,707.77 3,391.77
Weighted average number of Equity Shares (including potential 22,920,050 22,909,007
shares)
Diluted earnings per share 11.81 14.81
(c) Weighted Average number of shares used as denominator
Issued equity share capital at the beginning of the year 22,519,570 22,020,870
Add: Effect of employee share options exercised 100,672 118,765
Weighted average number of equity shares used as a 22,620,242 22,139,635
denominator in calculating basic earnings per share
Adjustments for calculating diluted earnings per share :
Dilutive impact of employee stock options 299,807 484,971
Weighted average number of equity shares and potential 22,920,049 22,624,606
shares used as a denominator in calculating diluted earnings
per share

26 Contingencies and commitments

a) Contingent liabilities

Particulars As at As at
March 31, 2025 March 31, 2024
Claims against the Group not acknowledged as debts
Income-tax matters - 190.15
Total - 190.15

Note :
Income tax matters as at March 31, 2024 comprised of demand for the ongoing assessments pertaining to
AY 2022-23 and AY 2023-24.
Based on the management assessment, the probability of these matters is remote. Hence, the same are not
carried forward under Contingent Liabilities. Further, there won’t be any outflow as the the assessing officer
has adjusted the refund receivable pertaining to these years.
The Company assessed demand notices for tax matters received during the year. Based on its evaluation, the
likelihood of any liability arising from such notices are remote and hence the same are not disclosed under
contingent liability as at 31 March 2025.

155
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

b) Capital commitments
 i) Estimated amount of contracts remaining to be executed on capital account (net of advances) and
not provided for is ` 786.07 lakhs (March 31, 2024 : ` 1.88 lakhs).

c) Financial Guarantees given - ` Nil (March 31, 2024 : ` Nil)

27 Related party transactions

a. Entity having significant influence:
1 JHM Enterprises Private Limited
2 Infinity Direct Holdings, Mauritius
3 Infinity Portfolio Holdings, Mauritius (w.e.f. September 27, 2024)

b. Subsidiaries:
Interests in Subsidiaries are set out in note 33

c. Key Management Personnel:

1 Mr. Harish Mehta (Executive Chairman)
2 Mr. Jigar Mehta (Managing Director)
3 Mr. Parish Meghani (Independent Director) - (Upto July 20, 2023)
4 Mr. Rahul Rathi (Independent Director) - (Upto July 20, 2023)
5 Mr. Jay Sonawala (Independent Director)
6 Mr. Subrata Kumar Mitra (Independent Director) - (Upto July 20, 2023)
7 Mr. Harsha Raghavan (Additional Director)
8 Ms. Niranjani Chandramouli (Independent Director)
9 Mr. Dhanpal Jhaveri (Independent Director) - (w.e.f. May 12, 2023)
10 Mr. Jai Diwanji (Independent Director) - (w.e.f. May 12, 2023)
11 Mr. Pawankumar Nathani (Chief Financial Officer) - (w.e.f. May 12, 2023)
12 Ms. Shama Pawar (Company Secretary) - (Upto June 15, 2023)
13 Mr. Vinav Agarwal (Company Secretary) - (w.e.f October 20, 2023)

d. Entities controlled by Key Management Personnel

1 JHM Enterprises Private Limited
2 PHM Growth Private Limited
3 Desai & Diwanji

e. Relatives of Key Management Personnel

1 Ms. Heral Mehta
2 Ms. Prachi Mehta

156
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

27 I Related party transactions:

Related Party Nature of transaction March 31, 2025 March 31, 2024
Entity having significant influence
JHM Enterprises Private Limited Dividend paid 379.89 266.93
Infinity Direct Holdings, Mauritius Dividend paid 195.00 162.00
Entities controlled by Key Management Personnel
PHM Growth Private Limited Rent expense 51.03 41.58
Reimbursement of expenses 8.36 8.01
paid
Reimbursement of expenses 0.30 -
received
Desai & Diwanji Professional fess 3.36 3.03
Key management personnel
Mr. Harish Mehta (Executive Short term employee benefits 372.24 385.53
Chairman) Dividend paid 10.83 6.50
Mr. Jigar Mehta (Managing Director) Short term employee benefits 384.16 354.40
Dividend paid 18.81 17.29
Mr. Pawankumar Nathani (Chief Short term employee benefits 48.80 43.22
Financial Officer) -
(w.e.f. May 12, 2023)
Ms. Shama Pawar (Company Short term employee benefits - 5.74
Secretary) - (Upto June 15, 2023)
Mr. Vinav Agarwal (Company Short term employee benefits 19.26 10.01
Secretary) - (w.e.f October 20, 2023)
Mr. Parish Meghani (Independent Dividend paid - 9.46
Director) - (Upto July 20, 2023) Director sitting fees - 1.35
Mr. Jay Sonawala (Independent Dividend paid 0.03 0.02
Director) Director sitting fees 5.00 5.15
Mr. Rahul Rathi (Independent Director sitting fees - 1.25
Director) - (Upto July 20, 2023)
Mr. Subrata Kumar Mitra Director sitting fees - 2.05
(Independent Director) -
(Upto July 20, 2023)
Ms. Niranjani Chandramouli Director sitting fees 4.00 3.45
(Independent Director)
Mr. Dhanpal Jhaveri - Director sitting fees 3.85 3.90
(w.e.f. May 12, 2023)
Mr. Jai Diwanji - (w.e.f. May 12, 2023) Director sitting fees 2.40 1.65
Relatives of Key Management
Personnel
Ms. Heral Mehta Dividend paid 12.15 6.56
Ms. Prachi Mehta Dividend paid 7.50 4.05

All transactions with these related parties are priced on an arm length basis.

Donation in relation to Corporate social responsibility of ` 15 Lakhs (March 31,2024 :10 Lakhs) was made to a
trust in which a director is interested.

157
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

II Outstanding Balances

Related Party Related Party March 31, 2025 March 31, 2024
Entities controlled by Key Management
Personnel
PHM Growth Private Limited Trade Payables - 0.14
Lease liabilities 92.49 60.34
Security Deposits 18.82 18.82
Key management personnel
Mr. Harish Mehta (Executive Chairman) Short term employee 54.69 59.88
benefits payable
Post employment - -
benefits payable
Mr. Jigar Mehta (Managing Director) Short term employee 218.49 58.88
benefits payable
Post employment 10.55 -
benefits payable
Mr. Pawankumar Nathani (Chief Financial Short term employee 4.03 4.73
Officer) - (w.e.f. May 12, 2023) benefits payable
Post employment 0.56 -
benefits payable
Mr. Vinav Agarwal (Company Secretary) - Short term employee 1.64 1.49
(w.e.f October 20, 2023) benefits payable
Post employment 0.20 -
benefits payable

III Terms and conditions for outstanding balances

Transactions related to dividends and subscriptions for new equity shares were on the same terms and
conditions that applied to others.
Transactions related to services rendered and other transactions were made on normal commercial terms
and conditions, in the normal course of business.
All outstanding balances are unsecured and payable in cash.

28 Right-of-use assets and lease liabilities:

(i) Amounts Recognised in the balance sheet :

Particulars As at As at
March 31, 2025 March 31, 2024
Right-of-use assets
Buildings 3,138.94 2,766.11
Lease Liabilities
Current 995.88 889.22
Non Current 2,220.09 1,938.01
Total 3,215.97 2,827.23

Extension and termination options are included in a number of property across group. These are used to
maximise operational flexibility in terms of managing the assets used in the group’s operations.

158
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(ii) Additions to Right of use assets
Additions to the right-of-use assets during the year were ` 1,291.23 lakhs (March 31, 2024: ` 2,090.32
lakhs).

(iii) Amounts Recognised in the Statement of Profit and Loss

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Interest Expenses (included in finance cost) 222.25 128.35
Expense relating to short-term leases (included in other expenses) 163.61 181.50
Depreciation of right-of-use Assets 918.40 784.43
Total 1,304.26 1,094.28

The total cash outflow for leases for the year ended March 31, 2025 was ` 1,034.88 lakhs (March 31, 2024
: ` 928.17 lakhs).

29 Fair value measurements - financial instruments

Financial instruments by category

Particulars March 31, 2025 March 31, 2024

FVTPL Amortised cost FVTPL Amortised cost
Financial assets
Trade receivables - 10,941.35 - 10,086.11
Cash and cash equivalents - 2,434.46 - 3,119.76
Other bank balances - 37.71 - 27.09
Derivative financial assets 3.54 - 24.93 -
Other financial assets - 8,766.22 - 6,789.26
Total financial assets 3.54 22,179.74 24.93 20,022.22
Financial liabilities
Lease Liabilities - 3,215.97 - 2,827.23
Trade payables - 929.71 - 1,297.28
Other financial liabilities - 2,571.33 - 1,988.27
Total financial liabilities - 6,717.01 - 6,112.78

The Company has not disclosed the fair value for financial instruments such as trade receivables, cash and
cash equivalents, other Bank balances, other financial assets and financial liabilities because their carrying
amounts are a reasonable approximation of fair value, due to their short-term nature. Fair value of long-term
financial assets and financial liabilities carried at amortized cost is not materially different from the carrying
amount.

i) Fair value hierarchy

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

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Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Financial assets and liabilities measured at fair Level 1 Level 2 Level 3 Total
value - recurring fair value measurements
At March 31, 2025
Financial assets
Derivative financial instrument not designated as
hedges
Foreign exchange forward contracts - 3.54 - 3.54
At March 31, 2024
Financial assets
Derivative financial instrument not designated as
hedges
Foreign exchange forward contracts - 24.93 - 24.93

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
Level 2: The fair value of derivatives is determined using valuation techniques which maximise the use of
observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in Level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is
included in level 3.
There are no transfer between levels.

ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:
- Foreign currency forward contracts - based on bank confirmation at the balance sheet date.

iii) Valuation process

Changes in level 2 and level 3 fair values are analysed at the end of each reporting period during the
quarterly valuation discussion between the finance team. As part of this discussion the team presents a
report that explains the reason for the fair value movements.

30 Financial risk management

The Group’s activities expose it to market risk, liquidity risk and credit risk.
The Group’s Board of Directors and Audit Committee oversees the activities to manage these risks. All
derivative activities for risk management purposes are carried out by personnel with requisite knowledge,
skills and experience. It is the Group’s policy that no trading in derivatives for speculative purposes should be
undertaken.
The Risk Management policies of the Group are established to identify and analyse the risks faced by the Group,
to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management
policies and systems are approved and reviewed regularly by the Board to reflect changes in market conditions
and the Group’s activities. Management has overall responsibility for the establishment and oversight of the
Group’s risk management framework. The risks to which Group is exposed and related risk management
policies are summarised below.

(A) Credit risk

(I) Credit risk management
The Group is exposed to credit risk from its operating activities (primarily trade receivables and unbilled
receivables) and from deposits with banks and other financial instruments. For banks and other financial
institutions, only high rated banks/ financial institutions are accepted. The balances with banks, security
deposits are subject to low credit risk and the risk of default is negligible or nil. Hence, no provision

160
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

considered necessary for expected credit loss for credit risk arising from these financial assets other than
trade receivables. The Group considers the probability of default upon initial recognition of asset and
whether there has been a significant increase in the credit risk on an ongoing basis throughout each
reporting period. To assess whether there is a significant increase in credit risk the Group compares the
risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of
initial recognition. It considers available reasonable and supportive forward-looking information, for e.g.,
external credit rating (to the extent available), actual or expected significant adverse changes in business,
financial or economic conditions that are expected to cause a significant change to borrower’s ability to
meet its obligations.

Exposure to credit risk: The carrying amount of financial assets represent the maximum credit exposure.

Trade Receivables
The credit risk from customer receivables is recorded and monitored on an ongoing basis and periodically
assesses the key accounts receivable balances. As per Ind-AS 109 : Financial Instruments, the Group uses
expected credit loss model to assess the impairment loss or gain. Responsibilities and duties relating to
credit risk assessment are governed by an internal directive. This mainly includes factors such as stipulation
of payment terms, fixing of credit limits, release of deliveries, and receivables monitoring. The credit risk
is considered low given the sound credit ratings and past history of timely payments being made by the
customers. Customer specific events/information is considered while assessing the adequacy of provision
as on balance sheet date.

Reconciliation of loss allowance provision

Loss allowance on April 1, 2023 17.19

Additional loss allowance provision made 32.24
Loss allowance on March 31, 2024 49.43
Additional loss allowance provision made 41.80
Loss allowance on March 31, 2025 91.23

 The following table provides information about the exposure to credit risk and ECLs for trade
receivables (billed) for corporate customers as at March 31, 2025.

Ageing Bucket Balance Weighted Loss Balance Weighted Loss

Outstanding Average Allowance as Outstanding Average Allowance as
as at March Loss Rate at March 31, as at March Loss Rate at March 31,
31, 2025 2025 31, 2024 2024

Not due 6,794.93 0.05% 3.61 5,584.95 0.11% 5.92

0 to 90 days 1,059.11 0.27% 2.81 1,750.30 0.28% 4.87
90 to 180 days 41.85 2.27% 0.95 10.45 12.34% 1.29
180 to 270 days 14.23 10.82% 1.54 40.95 41.64% 17.05
270 to 360 days 9.53 50.16% 4.78 20.30 100.00% 20.30
360 to 450 days 11.90 49.41% 5.88 - 0.00% -
More than 450 days 71.38 100.39% 71.66 - 0.00% -
Total 8,002.93 91.23 7,406.95 49.43

Exposure to unbilled receivables is ` 3,029.65 lakhs (31 March 2024 : ` 2728.59 lakhs). Loss allowance on
unbilled receivable is considered to be insignificant.
Refer note 30(C)(I)(i) for exposure to respective foreign currencies which is consistent with the location of
the customer.

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Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Financial assets at fair value through profit or loss
The Group is also exposed to credit risk in relation to forward contract that are measured at fair value
through profit or loss. The maximum exposure at the end of the reporting period is the carrying amount
of these investments and contracts ` 3.54 lakhs (March 31, 2024: ` 24.93 lakhs).

(B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
availability of funding through an adequate amount of committed credit facilities to meet obligations when
due. Due to the dynamic nature of the underlying business, the Group maintains flexibility in funding by
maintaining availability under committed credit lines.

Management monitors rolling forecasts of the group liquidity position (comprising the undrawn borrowing
facilities below) and cash and cash equivalents on the basis of expected cash flows. This is generally carried
out at local level in the operating companies in accordance with practice and limits set by the group. These
limits vary by location to take into account the liquidity of the market in which the entity operates. In addition,
the group liquidity management policy involves projecting cash flows in major currencies and considering
the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal
and external regulatory requirements and maintaining debt covenants.

(I) Financing arrangements

The Group has access to the following undrawn borrowing facilities at the end of the reporting period:

Particulars As at As at
March 31, 2025 March 31, 2024
Floating rate
- Expiring within one year (bank overdraft and other facilities) 400.00 2,250.00
Total 400.00 2,250.00

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without
notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn at
any time.
(II) Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date and
that the amounts are gross and undiscounted, and include contractual interest payments and exclude
the impact of netting agreements.
The tables below analyse the Group’s financial liabilities into relevant maturity group based on their
contractual maturities for :

March 31, 2025 Carrying Upto 1 year 1-3 years >3 years
value
Trade Payables 929.71 929.71 - -
Payable for purchase of Property, Plant 33.67 33.67 - -
and Equipment
Lease Liabilities (Refer note below) 3,215.97 - - -
Unpaid Dividend 37.71 37.71 - -
Employee Benefit Payable 2,499.95 2,499.95 - -
Total 6,717.01 3,501.04 - -

162
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

March 31, 2024 Carrying Upto 1 year 1-3 years >3 years
value
Trade Payables 1,297.28 1,297.28 - -
Payable for purchase of Property, Plant 9.24 9.24 - -
and Equipment
Lease Liabilities (Refer note below) 2,827.23 - - -
Unpaid Dividend 27.09 27.09 - -
Employee Benefit Payable 1,951.94 1,951.94 - -
Total 6,112.78 3,285.55 - -

(III) Maturities of lease liabilities

March 31, 2025 Carrying Before 3 3-6 6 - 12 1-3 3-5 Above

value months Months Months years years 5 years
Lease Liabilities 3,215.97 259.21 252.40 484.27 2,185.32 34.77 -

March 31, 2024 Carrying Before 3 3-6 6 - 12 1-3 3-5 Above

value months Months Months years years 5 years
Lease Liabilities 2,827.23 47.04 211.12 631.06 1,724.80 213.21 -

(C) Market risk

I) Foreign currency risk
The Group operates internationally and thereby is exposed to foreign exchange risk arising from foreign
currency transactions, primarily with respect to the USD, Euro, GBP, CAD and AUD. Foreign exchange risk
arises from future commercial transactions and recognised assets denominated in a currency that is not
the Group’s functional currency (`). The risk is measured through forecast of foreign currency transactions.

The Group has a policy to maintain forex exposure on the books at reasonable levels considering forecast
of transactions in next 12 months and natural hedge through foreign currency payables. As per the risk
management policy, foreign exchange forward contracts are taken to hedge its exposure in the foreign
currency risk. When a forward contract is entered into for the purpose of hedge, the Group negotiates
the terms of those derivatives to match the terms of the underlying exposure. For hedges of forecast
transactions the derivatives cover the period of exposure from the point the cash flows of the transactions
are forecasted up to the point of settlement of the resulting receivable that is denominated in the foreign
currency.

Particulars March 31, 2025 March 31, 2024

USD Euro GBP CAD AUD USD Euro GBP CAD AUD
Financial
assets-non
current
Other financial 16.23 0.08 - 4.57 - 15.57 1.44 - 0.20 -
assets
Financial
assets-current
Trade 3,186.36 359.31 477.19 167.48 10.11 3,415.26 880.88 453.37 436.48 10.11
receivables
Bank balances 417.53 190.76 254.06 45.26 - 811.60 52.34 242.03 110.41 -

163
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars March 31, 2025 March 31, 2024

USD Euro GBP CAD AUD USD Euro GBP CAD AUD
Other financial 21.37 1.40 9.21 - - 24.59 - 9.42 - -
assets
Exposure 3,641.49 551.55 740.46 217.31 10.11 4,267.02 934.66 704.82 547.09 10.11
to foreign
currency risk
(assets)
Derivative
instruments*
Gross 1,190.84 564.10 87.98 - - 1,483.57 888.89 603.81 - -
outstanding
amount
of Foreign
exchange
forward
contracts -
Sell foreign
currency
Financial
liabilities-non
current
Lease liabilities 108.92 - - 9.50 - 103.20 - - - -
Financial
liabilities-
current
Lease liabilities 49.85 - 53.73 26.62 - 54.65 - 53.87 - -
Trade payables 212.54 20.09 80.84 79.13 - 383.14 46.76 146.94 16.01 -
Other financial 214.45 0.99 4.81 - - 169.72 76.93 - - -
liabilities
Exposure 585.76 21.08 139.38 115.25 - 710.72 123.69 200.81 16.01 -
to foreign
currency risk
(liabilities)
Net assets/ 3,055.73 530.47 601.08 102.06 10.11 3,556.30 810.98 504.01 531.08 10.11
(liabilities)

* amount disclosed is contract value, computed using forward rate, outstanding as on balance sheet date. These
contracts have been marked to market as on balance sheet date and recorded accordingly. (Also, refer note 38)

ii) Sensitivity
The sensitivity of profit and loss to changes in the exchange rates arises mainly from foreign currency denominated
financials instruments:

Particulars Impact on Profit after tax Impact on Equity

March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
USD sensitivity
INR/USD - Increase by 5% 152.79 177.82 152.79 177.82
(March 31, 2024 - 5%)
INR/USD - Decrease by 5% (152.79) (177.82) (152.79) (177.82)
(March 31, 2024 - 5%)
EURO sensitivity
INR/Euro - Increase by 5% 26.52 40.55 26.52 40.55
(March 31, 2024 - 5%)

164
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars Impact on Profit after tax Impact on Equity

March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
INR/Euro - Decrease by 5% (26.52) (40.55) (26.52) (40.55)
(March 31, 2024 - 5%)
GBP sensitivity
INR/GBP - Increase by 5% 30.05 25.20 30.05 25.20
(March 31, 2024 - 5%)
INR/GBP - Decrease by 5% (30.05) (25.20) (30.05) (25.20)
(March 31, 2024 - 5%)
CAD sensitivity
INR/CAD - Increase by 5% 5.10 26.55 5.10 26.55
(March 31, 2024 - 5%)
INR/CAD - Decrease by 5% (5.10) (26.55) (5.10) (26.55)
(March 31, 2024 - 5%)
AUD sensitivity
INR/AUD - Increase by 5% 0.51 0.51 0.51 0.51
(March 31, 2024 - 5%)
INR/AUD - Decrease by 5% (0.51) (0.51) (0.51) (0.51)
(March 31, 2024 - 5%)

31 Capital Management
a) Risk management
The Group’s objectives when managing capital are to safeguard their ability to continue as a going
concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders,
and maintain an optimal capital structure to reduce the cost of capital. For the purpose of the Group’s
capital management, capital includes issued equity capital and all other equity reserves attributable to
the equity holders of the parent. The primary objective of the Group’s capital management is to maximise
the shareholders value and ensure that adequate growth capital is available.

In order to achieve this objective, the Group’s capital management, amongst other things, aims to ensure
that it meets financial covenants attached to the interest-bearing loans and borrowings that define
capital structure requirements. Management also look for the opportunities to raise the capital for the
purpose of future growth.

No changes were made in the objectives, policies or processes for managing capital during the years
ended March 31, 2025 and March 31, 2024

The gearing ratios were as follows:

Particulars March 31, 2025 March 31, 2024

Net Debt - -
Total Equity 22,430.10 20,713.23
Net Debt to Equity Ratio 0.00% 0.00%

There are no outstanding debts.

(i) Loan Covenants

There are no borrowing outstanding as at balance sheet date.

165
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

32 Dividends
Particulars March 31, 2025 March 31, 2024
i) Equity shares
Final Dividend for the year ended March 31, 2025 of ` 5 (March 31, 1,130.16 671.15
2024: ` 3.00) per fully paid share
ii) Dividends not recognised at the end of reporting period 1,134.28 1,125.98
The Directors have recommended the payment of a final
dividend of ` 5 per fully paid equity share (March 31, 2024 ` 5 per
equity share). This proposed dividend is subject to approval of
shareholders in the ensuing annual general meeting.

33 Interest in Other Entities

(a) Subsidiaries
The group’s subsidiaries as on March 31, 2025 are set below. Unless otherwise stated, they have share
capital consisting solely of equity shares that are held directly by the holding company and the proportion
of ownership interests held equals the voting rights held by the holding company. The country of
incorporation or registration is also their principal place of business.

Name of Entity Place of Ownership interests Ownership interests Principal

business/ held by the Group held by the non- Activities
country of controlling interests
incorporation
March 31, March 31, March 31, March 31,
2025 2024 2025 2024
% % % %
Onward Technologies The United 100.00 100.00 - - ER&D and
Inc. States of Digital
America services
Onward Technologies Germany 100.00 100.00 - -
GmbH
Onward Technologies Canada 100.00 100.00 - -
Canada Inc.
Onward Technologies Netherland 100.00 100.00 - -
B.V.
OT Park Private Limited India 100.00 100.00 - - Leasing
out of
commercial
premises

34 Segment reporting
 As required by Ind AS 108 the Group evaluates the performance of the Group on the basis of a single
segment i.e., for the ER&D and Digital services. Geographical information is collated based on individual
customers for whom revenue is recognized on the basis of their physical location. The information of non-
current assets is reported on the basis of the physical location of those assets.

166
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Geographical Information

Particulars March 31, 2025 March 31, 2024

(1) Revenue from external customers
Within India 26,446.87 23,022.71
Outside India
- USA 13,831.94 14,781.74
- Europe 3,359.11 4,327.69
- Others* 5,493.69 5,107.03
Total revenue per statement of profit and loss 49,131.61 47,239.17
The revenue information above is based on the locations of the
customers
(2) Non-current operating assets (refer note below)
Within India 6,200.40 6,037.20
Outside India
- USA 157.60 163.12
- Europe 0.50 1.08
- Others* 96.59 53.24
Total 6,455.09 6,254.64

*includes Canada and United Kingdom.

Note:
Non-current assets for this purpose consist of property, plant and equipment, right to use assets and intangible
assets.

Revenue from major customers

Revenue from one customer amounted to ` 8,447.58 Lakhs (March 31, 2024: ` 6,020.21 Lakhs)

35 Share-based payments
Employee Stock Option Plan
The Holding Company instituted the 2009 plan and 2019 Plan (Schemes) for eligible employees
in pursuance of a special resolution approved by the shareholders at the extraordinary general
meeting held on August 31, 2009 and July 25, 2019 respectively. The schemes cover grant
of options to specified permanent employees of the Company as well as its subsidiaries.
Pursuant to schemes, the Holding Company has granted options each to eligible employees at
an exercise price of ` 10 per equity share of ` 10 each and of ` 20 per equity share of ` 10 each
respectively for 2009 and 2019 Plan. Under the term of schemes, the vesting period shall commence
on the expiry of one year from the date of grant of the options to the employees and it will be spread
equally over 4 years. Total options will vest equally over the period of four years on last day of each year.
The employee stock options granted shall be capable of being exercised within a period of one year from the
date of vesting the options, they would be exercisable by the option holder and the shares arising on exercise
of such options shall not be subject to any lock-in period. When exercisable, each option is convertible into
four equity share of the Holding Company. Further, in the case of termination of employment, all non-vested
options would stand cancelled. Options that have vested but have not been exercised within the time
prescribed as mentioned above, failing which they would lapse.

167
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Set out below is the summary of the options granted under the plan :

Particulars March 31, 2025 March 31, 2024

No. of Options Average No. of Options Average
exercise price exercise price
per share per share
option (`) option (`)
Opening Balance 116,425 19.85 115,100 18.95
Granted during the year - - 69,100 20.00
Forfeited/ cancelled during the year - - - -
Lapsed during the year (31,000) 20.00 (14,200) 20.00
Exercised during the year* (41,500) 19.58 (53,575) 17.03
Outstanding as at the end of the year 43,925 20.00 116,425 19.85
Vested and exercisable (shares) 18,900 20.00 34,600 17.98
Unvested (shares) 156,800 20.00 431,100 20.00

*The weighted average share price at the date of exercise of options exercised during the year ended March 31, 2025 was `
375.09 (March 31, 2024 - ` 524.73)

Share options outstanding at the end of the year have the following exercise prices

ESOP Scheme Exercise Share options outstanding Weighted average remaining life
Price
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
ESOP Scheme 2009 10 - 1,750 - 1.45
ESOP Scheme 2019 20 43,925 114,675 1.06 3.14

The fair value at the grant date is determined using the Black Scholes Merton Model which takes into account
the exercise price, the term of the options, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
There are no ESOPs granted during the year ended March 31, 2025

The model inputs for options granted during the year ended March 31, 2024 included :

Particulars Inputs for the year ended March 31, 2024

Scheme ESOP 2019 ESOP 2019 ESOP 2019 ESOP 2019 ESOP 2019 ESOP 2019
Exercise Price (`) 20 20 20 20 20 20
Grant Date May 12, 2023 June 7, 2023 July 17, 2023 October 20, January 19, February 28,
2023 2024 2024
Expiry Date May 11, 2028 June 6, 2028 July 16, 2028 October 19, January 18, February 27,
2028 2029 2029
Expected life of 3.50 3.50 3.50 3.50 3.50 3.50
the option (years)
Share Price as on 413.30 499.35 584.55 570.80 619.70 535.80
Grant Date (`)
Fair value as on 368.90 448.95 524.30 511.78 556.77 479.28
Grant Date (`)
Expected 51.75% 51.73% 54.64% 54.34% 54.22% 53.56%
Volatility (%)
Expected 2.06% 2.06% 2.28% 2.28% 2.28% 2.28%
Dividend yield (%)
Risk free interest 6.97% 6.96% 7.17% 7.50% 7.18% 7.17%
rate (%)

168
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Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The expected price volatility is based on the historic volatility (based upon the remaining life of the options),
adjusted for any expected changes to the future volatility due to publicly available information. The risk free
interest rate is based on the yield for government securities as at Grant Date have been taken to be the risk-
free rate for the purpose of valuation of options, based on the life of the options.

Expenses arising from share-based payment transactions

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Employee benefits expenses 124.02 542.55
Total 124.02 542.55

36 Additional information required by Schedule III

Name of the Net assets (total assets Share in profit or (loss) Share in other Share in total
entity in the minus total liabilities) comprehensive income comprehensive income
Group
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss other total
comprehensive comprehensive
income income
Parent
Onward
Technologies
Limited
March 31, 2025 89.87% 20,157.48 90.05% 2,438.35 (358.38%) (62.61) 88.31% 2,375.74
March 31, 2024 90.55% 18,755.17 82.29% 2,790.92 (243.45%) (70.79) 79.52% 2,720.13
Subsidiaries
(Group’s share)
Indian
OT Park Private
Limited
March 31, 2025 2.47% 553.33 5.82% 157.62 - - 5.86% 157.62
March 31, 2024 1.91% 395.71 3.94% 133.49 - - 3.90% 133.49
Foreign
Onward
Technologies
Inc.
March 31, 2025 13.64% 3,058.60 (1.85%) (50.16) 437.64% 76.46 0.98% 26.29
March 31, 2024 14.64% 3,032.31 4.77% 161.81 138.76% 40.35 5.91% 202.16
Onward
Technologies
GmbH
March 31, 2025 0.28% 62.64 2.67% 72.32 4.57% 0.80 2.72% 73.12
March 31, 2024 (0.05%) (10.48) 0.71% 23.93 (0.59%) (0.17) 0.69% 23.76
Onward
Technologies
Canada Inc.
March 31, 2025 3.27% 733.67 1.92% 51.88 (129.44%) (22.61) 1.09% 29.26
March 31, 2024 3.40% 704.41 13.40% 454.48 16.53% 4.81 13.43% 459.29
Onward
Technologies
B.V.
March 31, 2025 (0.21%) (48.01) (0.61%) (16.61) (5.48%) (0.96) (0.65%) (17.57)
March 31, 2024 (0.15%) (30.45) (2.38%) (80.86) 0.56% 0.16 (2.36%) (80.70)
Consolidation
adjustments

169
Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Name of the Net assets (total assets Share in profit or (loss) Share in other Share in total
entity in the minus total liabilities) comprehensive income comprehensive income
Group
As a % of Amount As a % of Amount As a % of Amount As a % of Amount
consolidated consolidated consolidated consolidated
net assets profit or loss other total
comprehensive comprehensive
income income
March 31, 2025 (9.31%) (2,087.61) 2.01% 54.38 (48.92%) (8.55) 1.70% 45.83
March 31, 2024 (10.30%) (2,133.44) (2.71%) (92.00) 188.19% 54.72 (1.09%) (37.28)
Total
March 31, 2025 100.00% 22,430.10 100.00% 2,707.77 100.00% (17.47) 100.00% 2,690.30
March 31, 2024 100.00% 20,713.23 100.00% 3,391.77 100.00% 29.08 100.00% 3,420.85

37 Transfer Pricing
The Holding Company is in the process of updating its transfer pricing documentation
with respect to its international transactions with its associate enterprises/ related parties.
Management believes that the Company’s international transactions, with related parties post March 31,
2024 (last period upto which an Accountants’ report has been submitted as required under the Income tax
Act, 1961) continue to be at arm’s length and that the transfer pricing legislation will not have any impact on
these financial statements, particularly on the amount of tax expense and that of provision for taxation.

38 Derivative assets and liabilities

In accordance with its risk management policy and business plan the Group has hedged its cash flows. The
Group enters into derivative contracts to offset the foreign currency risk arising from the amounts denominated
in currencies other than in Indian rupees. The counter party to the Group’s foreign currency contracts is a
bank. These contracts are entered into to hedge the foreign currency risks of firm commitments (sales orders)
and highly probable forecast transactions.

 The following are the outstanding EUR/USD/GBP: ` Currency Exchange Contracts entered into by the
Company:

Particulars March 31, 2025 March 31, 2024

Foreign ` Foreign `
Currency Currency
(lakhs) (lakhs)
USD 13.84 1,190.84 17.80 1,483.57
EURO 5.93 564.10 9.88 888.89
GBP 0.82 87.98 5.74 603.81

The forward contracts have maturity between 24 days to 360 days.

39 Recent accounting pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time for the year ended March 31,
2025. MCA has notified Ind AS 117- Insurance Contracts and amendments to Ind AS 116- Leases, relating to
sales and lease back transactions, applicable to the Group w.e.f April 1, 2024. The Group has reviewed new
pronouncements and based on its evaluation has determined that it does not have any significant impact on
its financial statements.

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 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

40 Additional regulatory information required by Schedule III

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

(ii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.

(iii) Relationship with struck off companies

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

(iv) Compliance with number of layers of companies

The Group has complied with the number of layers prescribed under the Companies Act, 2013.

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

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

(vi) Utilisation of borrowed funds and share premium

(A) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Group (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

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

a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries

(vii) Undisclosed income

There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under
the Income Tax Act, 1961, that has not been recorded in the books of account.

(viii) Details of crypto currency or virtual currency

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

(ix) Valuation of PP&E and Intangible asset

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

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Onward Technologies Limited Annual Report 2024-25

Notes to consolidated financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(x) Title deeds of immovable properties not held in name of the Group
The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease
agreements are duly executed in favour of the lessee), as disclosed in note 3 to the financial statements, are held in the
name of the Group.

(xi) Utilisation of borrowings availed from banks and financial institutions

There are no borrowings obtained by the Group from banks and financial institutions

(xii) Loans or advances to specified persons

There are no loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties.

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

The above standalone balance sheet should be read in conjunction with the accompanying notes.
This is the standalone balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Partner Executive Chairman Managing Director
Membership No.: 113896 DIN: 00153549 DIN: 06829197
Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025

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 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Independent Auditor’s Report

To the Members of Onward Technologies Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the standalone financial statements of Onward Technologies Limited (the “Company”) which
comprise the standalone balance sheet as at 31 March 2025, and the standalone statement of profit and loss
(including other comprehensive income), standalone statement of changes in equity and standalone statement
of cash flows for the year then ended, and notes to the standalone financial statements, including material
accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner
so required and give a true and fair view in conformity with the accounting principles generally accepted in India,
of the state of affairs of the Company as at 31 March 2025, and its profit and other comprehensive loss, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10)
of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the
Audit of the Standalone Financial Statements section of our report. We are independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the standalone financial statements under the provisions
of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the standalone financial statements of the current period. These matters were addressed in the context of
our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Key audit matter - Revenue Recongnition

See Note 2(d) and 18 to standalone financial statements

The key audit matter How the matter was addressed in our audit
The Company enters into contracts with the customers Our audit procedures include:
which are primarily time and material or fixed price
• Obtained an understanding of the processes and
contracts.
controls implemented by the Company;
Time and material contracts represent contracts in
• Evaluated the design, implementation and
which the Company is compensated on the basis of time
operating effectiveness of key internal financial
delivered to a customer. Fixed price contracts represent
controls with reference to financial statements for
contracts where the Company is compensated on
the measurement, recognition and accounting of
the basis of a fixed monthly billing for performance of
revenue;
services.
• On a selected sample of contracts, we tested the
Revenue recognition has been identified as a key audit
recognition of revenue in accordance with the
matter because there is an inherent risk and presumed
relevant standards by performing the procedures
fraud risk around existence of revenue.
below:
Further, accounting for revenue arising out of such
1. Read master service agreements and other
contracts with customers involves judgement in respect
relevant documents forming part of contracts
of recognition of revenue based on fulfilment of the
with the customer.
performance obligation

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Onward Technologies Limited Annual Report 2024-25

The key audit matter How the matter was addressed in our audit
2. Tested contract terms to determine the transaction
price and identification of performance obligation.
3. Verified the underlying evidence for recognition of
revenue.
i. 
For revenue recorded in time and material
contracts, tested approved time-sheets
including customer acceptances, invoicing
and trends of collection and disputes.
ii. For revenue recorded in fixed price contracts,
tested evidence to verify the service delivery
including customer acceptances, invoicing
and trends of collection and disputes.
• 
Assessed the appropriateness of the revenue
recognition accounting policies and its compliance
with Ind AS 115.
• 
Evaluated the adequacy of disclosures in the
Standalone Financial Statements.

Information Other than the Financial of these standalone financial statements that give
Statements and Auditor’s Report Thereon a true and fair view of the state of affairs, profit/ loss
The Company’s Management and Board of Directors and other comprehensive income, changes in equity
are responsible for the other information. The other and cash flows of the Company in accordance with
information comprises the information included in the accounting principles generally accepted in
the Annual report, but does not include the financial India, including the Indian Accounting Standards
statements and auditor’s report thereon. The Annual (Ind AS) specified under Section 133 of the Act. This
report is expected to be made available to us after the responsibility also includes maintenance of adequate
date of this auditor’s report. accounting records in accordance with the provisions
of the Act for safeguarding of the assets of the
Our opinion on the standalone financial statements Company and for preventing and detecting frauds
does not cover the other information and we will not and other irregularities; selection and application of
express any form of assurance conclusion thereon. appropriate accounting policies; making judgments
and estimates that are reasonable and prudent;
In connection with our audit of the standalone and design, implementation and maintenance
financial statements, our responsibility is to read the of adequate internal financial controls, that were
other information identified above when it becomes operating effectively for ensuring the accuracy and
available and, in doing so, consider whether the completeness of the accounting records, relevant to
other information is materially inconsistent with the the preparation and presentation of the standalone
standalone financial statements or our knowledge financial statements that give a true and fair view and
obtained in the audit, or otherwise appears to be are free from material misstatement, whether due to
materially misstated. fraud or error.

When we read the Company’s annual report, if we In preparing the standalone financial statements, the
conclude that there is a material misstatement therein, Management and Board of Directors are responsible for
we are required to communicate the matter to those assessing the Company’s ability to continue as a going
charged with governance and take necessary actions, concern, disclosing, as applicable, matters related to
as applicable under the relevant laws and regulations. going concern and using the going concern basis of
accounting unless the Board of Directors either intends
Management’s and Board of Directors’ to liquidate the Company or to cease operations, or has
Responsibilities for the Standalone Financial no realistic alternative but to do so.
Statements
The Board of Directors is also responsible for overseeing
The Company’s Management and Board of Directors
the Company’s financial reporting process.
are responsible for the matters stated in Section
134(5) of the Act with respect to the preparation

174
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Corporate Overview Statutory Reports Financial Statements

Auditor’s Responsibilities for the Audit of the statements or, if such disclosures are inadequate,
Standalone Financial Statements to modify our opinion. Our conclusions are based
Our objectives are to obtain reasonable assurance on the audit evidence obtained up to the date
about whether the standalone financial statements as of our auditor’s report. However, future events or
a whole are free from material misstatement, whether conditions may cause the Company to cease to
due to fraud or error, and to issue an auditor’s report continue as a going concern.
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee • Evaluate the overall presentation, structure and
that an audit conducted in accordance with SAs will content of the standalone financial statements,
always detect a material misstatement when it exists. including the disclosures, and whether the
Misstatements can arise from fraud or error and are standalone financial statements represent the
considered material if, individually or in the aggregate, underlying transactions and events in a manner
they could reasonably be expected to influence the that achieves fair presentation.
economic decisions of users taken on the basis of these
We communicate with those charged with governance
standalone financial statements.
regarding, among other matters, the planned scope
As part of an audit in accordance with SAs, we exercise and timing of the audit and significant audit findings,
professional judgment and maintain professional including any significant deficiencies in internal control
skepticism throughout the audit. We also: that we identify during our audit.

• 
Identify and assess the risks of material We also provide those charged with governance with
misstatement of the standalone financial a statement that we have complied with relevant
statements, whether due to fraud or error, design ethical requirements regarding independence, and to
and perform audit procedures responsive to those communicate with them all relationships and other
risks, and obtain audit evidence that is sufficient matters that may reasonably be thought to bear on
and appropriate to provide a basis for our opinion. our independence, and where applicable, related
The risk of not detecting a material misstatement safeguards.
resulting from fraud is higher than for one resulting
From the matters communicated with those charged
from error, as fraud may involve collusion, forgery,
with governance, we determine those matters that
intentional omissions, misrepresentations, or the
were of most significance in the audit of the standalone
override of internal control.
financial statements of the current period and are
• Obtain an understanding of internal control therefore the key audit matters. We describe these
relevant to the audit in order to design matters in our auditor’s report unless law or regulation
audit procedures that are appropriate in the precludes public disclosure about the matter or when,
circumstances. Under Section 143(3)(i) of the in extremely rare circumstances, we determine that
Act, we are also responsible for expressing our a matter should not be communicated in our report
opinion on whether the company has adequate because the adverse consequences of doing so would
internal financial controls with reference to reasonably be expected to outweigh the public interest
financial statements in place and the operating benefits of such communication.
effectiveness of such controls.
Report on Other Legal and Regulatory
• 
Evaluate the appropriateness of accounting Requirements
policies used and the reasonableness of 1. As required by the Companies (Auditor’s Report)
accounting estimates and related disclosures Order, 2020 (“the Order”) issued by the Central
made by the Management and Board of Directors. Government of India in terms of Section 143(11)
of the Act, we give in the “Annexure A” a statement
• 
Conclude on the appropriateness of the on the matters specified in paragraphs 3 and 4 of
Management and Board of Directors use of the the Order, to the extent applicable.
going concern basis of accounting in preparation
of standalone financial statements and, based on 2 A. As required by Section 143(3) of the Act, we report
the audit evidence obtained, whether a material that:
uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s a. 
We have sought and obtained all the
ability to continue as a going concern. If we information and explanations which to
conclude that a material uncertainty exists, we are the best of our knowledge and belief were
required to draw attention in our auditor’s report to necessary for the purposes of our audit.
the related disclosures in the standalone financial

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Onward Technologies Limited Annual Report 2024-25

b. 
In our opinion, proper books of account c. 
There has been no delay in transferring
as required by law have been kept by the amounts, required to be transferred, to the
Company so far as it appears from our Investor Education and Protection Fund by
examination of those books except for the the Company.
matter stated in the paragraph 2B(f) below on
reporting under Rule 11(g) of the Companies d (i) The management has represented that,
(Audit and Auditors) Rules, 2014. to the best of its knowledge and belief,
as disclosed in the Note 39(vi) to the
c. The standalone balance sheet, the standalone standalone financial statements, no
statement of profit and loss (including other funds have been advanced or loaned or
comprehensive income), the standalone invested (either from borrowed funds or
statement of changes in equity and the share premium or any other sources or
standalone statement of cash flows dealt kind of funds) by the Company to or in any
with by this Report are in agreement with the other person(s) or entity(ies), including
books of account. foreign entities (“Intermediaries”), with
the understanding, whether recorded
d. 
In our opinion, the aforesaid standalone in writing or otherwise, that the
financial statements comply with the Ind AS Intermediary shall directly or indirectly
specified under Section 133 of the Act. lend or invest in other persons or entities
identified in any manner whatsoever by
e. On the basis of the written representations or on behalf of the Company (“Ultimate
received from the directors as on 01 April Beneficiaries”) or provide any guarantee,
2025 taken on record by the Board of security or the like on behalf of the
Directors, none of the directors is disqualified Ultimate Beneficiaries.
as on 31 March 2025 from being appointed
as a director in terms of Section 164(2) of the (ii) The management has represented that,
Act. to the best of its knowledge and belief,
as disclosed in the Note 39(vi) to the
f. the modification relating to the maintenance standalone financial statements, no funds
of accounts and other matters connected have been received by the Company from
therewith are as stated in the paragraph 2A(b) any person(s) or entity(ies), including
above on reporting under Section 143(3) foreign entities (“Funding Parties”), with
(b) of the Act and paragraph 2B(f) below on the understanding, whether recorded in
reporting under Rule 11(g) of the Companies writing or otherwise, that the Company
(Audit and Auditors) Rules, 2014. shall directly or indirectly, lend or invest
in other persons or entities identified
g. With respect to the adequacy of the internal in any manner whatsoever by or on
financial controls with reference to financial behalf of the Funding Parties (“Ultimate
statements of the Company and the operating Beneficiaries”) or provide any guarantee,
effectiveness of such controls, refer to our security or the like on behalf of the
separate Report in “Annexure B”. Ultimate Beneficiaries.

B. With respect to the other matters to be included in (iii) 

Based on the audit procedures that
the Auditor’s Report in accordance with Rule 11 of have been considered reasonable and
the Companies (Audit and Auditors) Rules, 2014, appropriate in the circumstances,
in our opinion and to the best of our information nothing has come to our notice that
and according to the explanations given to us: has caused us to believe that the
representations under sub-clause (i)
a. The Company has disclosed the impact of and (ii) of Rule 11(e), as provided under
pending litigations as at 31 March 2025 (i) and (ii) above, contain any material
on its financial position in its standalone misstatement.
financial statements - Refer Note 26(a) to the
standalone financial statements. e. The final dividend paid by the Company during
the year, in respect of the same declared
b. The Company did not have any long-term for the previous year, is in accordance with
contracts including derivative contracts for Section 123 of the Act to the extent it applies
which there were any material foreseeable to payment of dividend.
losses.

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Corporate Overview Statutory Reports Financial Statements

As stated in Note 32 to the standalone Due to system limitations, we are unable to
financial statements, the Board of Directors comment on instances of audit trail feature
of the Company have proposed final dividend being tampered with during the year in respect
for the year which is subject to the approval of general ledger system and revenue billing
of the members at the ensuing Annual system. Additionally, where the audit trail
General Meeting. The dividend declared is in (edit log) facility was enabled in the previous
accordance with Section 123 of the Act to the year, the audit trail has been preserved by the
extent it applies to declaration of dividend. Company as per the statutory requirements
for record retention.
f. Based on our examination which included
test checks, except for instances mentioned C. With respect to the matter to be included in the
below, the Company has used accounting Auditor’s Report under Section 197(16) of the
softwares for maintaining its books of account Act:
which have the feature of recording audit trail
(edit log) facility and the same has operated In our opinion and according to the information
throughout the year for all the relevant and explanations given to us, the remuneration
transactions recorded in the respective paid/payable by the Company to its directors
softwares. during the current year is in accordance with
the provisions of Section 197 of the Act. The
- The feature of audit trail (edit log) was remuneration paid/payable to any director is not
not enabled in full at the application in excess of the limit laid down under Section 197
layer of the accounting software used for of the Act. The Ministry of Corporate Affairs has not
maintaining books of accounts in respect prescribed other details under Section 197(16)
of general ledger system; of the Act which are required to be commented
upon by us.
- Database of accounting softwares used
for maintaining books of accounts
relating to the general ledger system,
revenue billing system and consolidation For B S R & Co. LLP
system is operated by a third party Chartered Accountants
software service provider. In the absence Firm’s Registration No.:101248W/W-100022
of reporting on compliance with the
audit trail requirements at database layer Swapnil Dakshindas
in the independent auditor’s report of Partner
the service organisation, we are unable Membership No.: 113896
to comment whether audit trail feature ICAI UDIN:25113896BMOKFM2170
of the said software was enabled and
operated throughout the year for all Place: Mumbai
relevant transactions recorded in the Date: 16 May 2025
softwares.

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Onward Technologies Limited Annual Report 2024-25

Annexure A to the Independent Auditor’s Report

on the Standalone Financial Statements of Onward Technologies Limited for the year ended 31
March 2025

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report
of even date)
(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details
and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.

(i) (b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has a regular programme of physical verification of its Property,
Plant and Equipment by which all property, plant and equipment are verified every year. In accordance
with this programme, all property, plant and equipment were verified during the year. In our opinion, this
periodicity of physical verification is reasonable having regard to the size of the Company and the nature
of its assets. No material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the title deeds of immovable properties (other than immovable properties
where the Company is the lessee and the leases agreements are duly executed in favour of the lessee)
disclosed in the standalone financial statements are held in the name of the Company.

(d) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not revalued its Property, Plant and Equipment (including
Right of Use assets) or intangible assets or both during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, there are no proceedings initiated or pending against the Company for holding
any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made
thereunder.

(ii) (a) The Company is a service company, primarily rendering Information Technology Engineering services.
Accordingly, it does not hold any physical inventories. Accordingly, clause 3(ii)(a) of the Order is not
applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has been sanctioned working capital limits in excess of five crore
rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our
opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions
are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company has not made any investments, provided guarantee or security or granted
any loans or advances in the nature of loans, secured or unsecured, to companies, firms, limited liability
partnerships or any other parties during the year. Accordingly, provisions of clauses 3(iii)(a) to 3(iii)(f) of the
Order are not applicable to the Company.

(iv) According to the information and explanations given to us and on the basis of our examination of records of
the Company, the Company has neither made any investments nor has it given loans or provided guarantee
or security and therefore the relevant provisions of Sections 185 and 186 of the Companies Act, 2013 (“the
Act”) are not applicable to the Company. Accordingly, clause 3(iv) of the Order is not applicable.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public.
Accordingly, clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us, the Central Government has not prescribed the
maintenance of cost records under Section 148(1) of the Act for the services provided by it. Accordingly,
clause 3(vi) of the Order is not applicable.

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Corporate Overview Statutory Reports Financial Statements

(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added
tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of our examination of the
records of the Company, in our opinion, the undisputed statutory dues including Goods and Service Tax,
Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues
have generally been regularly deposited by the Company with the appropriate authorities, though there
have been slight delays in a few cases of provident fund.

According to the information and explanations given to us and on the basis of our examination of the
records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident
Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues were in
arrears as at 31 March 2025 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, statutory dues relating to Goods and Service Tax and Income- Tax which have
not been deposited on account of any dispute are as follows:

Name of the Nature of Amount Amount Period to which Forum where dispute is
statute the dues (` lakhs) paid under the amount pending
Protest relates
Income Tax Income Tax 102.61 Nil AY 2022-23 Commissioner of Income Tax
Act, 1961 (Appeals), Mumbai
Income Tax Income Tax 75.45 Nil AY 2023-24 National Faceless Appeals
Act, 1961 Centre, Mumbai
Goods and GST - Tamil 64.89 2.49 FY 2018-19 Commercial Tax Officer,
Service Tax, nadu Chennai, Tamil Nadu
2017
Goods and GST - Tamil 7.20 Nil FY 2020-21 Assistant Commissioner of
Service Tax, nadu Commercial Taxes, Chennai,
2017 Tamil Nadu
Goods and GST - Tamil 50.24 2.23 FY 2018-19 Deputy Commissioner of
Service Tax, nadu Commercial Taxes, Chennai,
2017 Tamil Nadu
Goods and GST - Tamil 37.30 1.63 FY 2019-20 Deputy Commissioner of
Service Tax, Nadu Commercial Taxes, Chennai,
2017 Tamil Nadu

(viii) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as
income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the
year.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company did not have any loans or borrowings from any lender during the
year. Accordingly, clause 3(ix)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not been declared a wilful defaulter by any bank or financial
institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by the management,
the Company has not obtained any term loans during the year and the term loans obtained in the
previous periods were fully utilised in the respective periods. Accordingly, clause 3(ix)(c) of the Order is
not applicable.

(d) According to the information and explanations given to us and on an overall examination of the standalone
financial statements of the Company, we report that no funds raised on short-term basis have been used
for long-term purposes by the Company.

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Onward Technologies Limited Annual Report 2024-25

(e) According to the information and explanations given to us and on an overall examination of the
standalone financial statements of the Company, we report that the Company has not taken any funds
from any entity or person on account of or to meet the obligations of its subsidiaries as defined under the
Act. The Company does not have any associates or joint ventures.

(f) According to the information and explanations given to us and procedures performed by us, we report
that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries
(as defined under the Act). The Company does not have any associates or joint ventures.

(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including
debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not made any preferential allotment or private placement of
shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is
not applicable.

(xi) (a) During the course of our examination of the books and records of the Company and according to the
information and explanations given to us, no fraud by the Company or on the Company has been noticed
or reported during the year.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section
143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies
(Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the
Company during the year.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly,
clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the transactions with related
parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related
party transactions have been disclosed in the standalone financial statements as required by the applicable
accounting standards.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the
Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date for the period under audit.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered
into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of
Section 192 of the Act are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve
Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) According to the information and explanations provided to us, the Group (as per the provisions of the
Core Investment Companies (Reserve Bank) Directions, 2016) does not have more than one CIC.

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Corporate Overview Statutory Reports Financial Statements

(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.

(xviii)There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the
Order is not applicable.

(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing
and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the
Board of Directors and management plans and based on our examination of the evidence supporting the
assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty
exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at
the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.
We, however, state that this is not an assurance as to the future viability of the Company. We further state that
our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor
any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get
discharged by the Company as and when they fall due.

Also refer to the Other Information paragraph of our main audit report which explains that the other information
comprising the information included in Company’s annual report is expected to be made available to us after
the date of this auditor’s report.

(xx) In our opinion and according to the information and explanations given to us, there is no unspent amount
under sub-section (5) of Section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3(xx)
(b) of the Order are not applicable.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Swapnil Dakshindas
Partner
Place: Mumbai  Membership No.: 113896
Date: 16 May 2025  ICAI UDIN:25113896BMOKFM2170

181
Onward Technologies Limited Annual Report 2024-25

Annexure B to the Independent Auditor’s Report

on the standalone financial statements of Onward Technologies Limited for the year ended 31
March 2025

Report on the internal financial controls with reference to the aforesaid standalone financial statements
under Clause (i) of Sub-section 3 of Section 143 of the Act
(Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements’ section of our
report of even date)

Opinion
We have audited the internal financial controls with reference to financial statements of Onward Technologies
Limited (“the Company”) as of 31 March 2025 in conjunction with our audit of the standalone financial statements
of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to
financial statements and such internal financial controls were operating effectively as at 31 March 2025, based
on the internal financial controls with reference to financial statements criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial
Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The Company’s Management and the Board of Directors are responsible for establishing and maintaining internal
financial controls based on the internal financial controls with reference to financial statements criteria established
by the Company considering the essential components of internal control stated in the Guidance Note. These
responsibilities include the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation of reliable financial information, as
required under the Act.

Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial
statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards
on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial
controls with reference to financial statements. Those Standards and the Guidance Note require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls with reference to financial statements were established and maintained and
if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls with reference to financial statements and their operating effectiveness. Our audit of internal financial
controls with reference to financial statements included obtaining an understanding of internal financial
controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of
the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A company’s internal financial controls with reference to financial statements is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles. A company’s internal financial
controls with reference to financial statements include those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions

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Corporate Overview Statutory Reports Financial Statements

of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with authorisations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including
the possibility of collusion or improper management override of controls, material misstatements due to error or
fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with
reference to financial statements to future periods are subject to the risk that the internal financial controls with
reference to financial statements may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No.:101248W/W-100022

Swapnil Dakshindas
Partner
Place: Mumbai  Membership No.: 113896
Date: 16 May 2025  ICAI UDIN:25113896BMOKFM2170

183
Onward Technologies Limited Annual Report 2024-25

Standalone Balance Sheet

As at March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Particulars Notes As at As at
March 31, 2025 March 31, 2024
ASSETS
I. Non-current assets
Property, plant and equipment 3 1,462.13 1,540.95
Capital work-in-progress 3A 29.10 -
Right-of-use assets 28 2,743.20 2,590.05
Intangible assets 4 204.36 250.94
Intangible assets under development 4A 165.23 64.18
Financial assets
(a) Investments 5 3,324.58 3,324.58
(b) Other financial assets 6 1,651.16 1,258.65
Deferred tax assets (net) 12(a) 334.66 200.68
Income-tax assets (net) 12(b) 527.59 967.55
Other non-current assets 7 105.83 126.50
Total non-current assets 10,547.84 10,324.08
II. Current assets
Financial assets
(a) Trade receivables 8
- Billed 5,901.13 4,742.89
- Unbilled 2,538.52 2,311.19
(b) Cash and cash equivalents 9(a) 1,868.39 2,144.63
(c) Bank balances other than cash and cash equivalents above 9(b) 37.71 27.09
(d) Other financial assets 10 6,961.47 5,611.67
Other current assets 11 1,291.79 909.42
Total current assets 18,599.01 15,746.89
Total Assets 29,146.85 26,070.97
EQUITY AND LIABILITIES
EQUITY
Equity share capital 13(a) 2,268.56 2,251.96
Other equity 13(b) 17,888.92 16,503.21
Total equity 20,157.48 18,755.17
LIABILITIES
I. Non-Current liabilities
Financial liabilities
(a) Lease Liabilities 28 1,932.11 1,802.40
Provisions 16(a) 726.08 418.32
Total non-current liabilities 2,658.19 2,220.72
II. Current liabilities
Financial liabilities
(a) Lease Liabilities 28 919.41 834.57
(b) Trade payables 14
- Total outstanding dues of micro and small enterprises 54.71 25.03
- Total outstanding dues of creditors other than micro and small 1,852.54 1,564.39
enterprises
(c) Other financial liabilities 15 2,359.87 1,741.63
Provisions 16(b) 182.30 147.84
Income-tax liabilities (net) 12(b) 4.25 46.23
Other current liabilities 17 958.10 735.39
Total current liabilities 6,331.18 5,095.08
Total liabilities 8,989.37 7,315.80
Total equity and liabilities 29,146.85 26,070.97
The above standalone balance sheet should be read in conjunction with the accompanying notes.
This is the standalone balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Partner Executive Chairman Managing Director
Membership No.: 113896 DIN: 00153549 DIN: 06829197
Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025

184
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Corporate Overview Statutory Reports Financial Statements

Standalone Statement of Profit and Loss

For the year ended March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Particulars Notes For the year For the year

March 31, 2025 March 31, 2024
Revenue from operations 18 38,107.58 34,595.20
Other income 19 1,118.36 1,028.02
Total Income 39,225.94 35,623.22
Expenses
Employee benefits expense 20 28,597.21 25,780.00
Finance costs 21 270.57 144.10
Depreciation and amortisation expense 22 1,358.54 1,289.66
Other expenses 23 5,703.89 4,684.69
Total expenses 35,930.21 31,898.45
Profit before tax 3,295.73 3,724.77
Tax expense
Current tax 12(b) 970.30 943.53
Deferred tax 12(a) (112.92) 8.14
Total tax expense 857.38 951.67
Profit for the year 2,438.35 2,773.10
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit plans 13(b) (83.67) (70.79)
Income tax relating to these items 12(b) 21.06 17.82
Total other comprehensive income/(loss) for the year 13(b) (62.61) (52.97)
Total comprehensive income for the year 2,375.74 2,720.12
Earnings per share
Basic 25 10.78 12.37
Diluted 25 10.64 12.10

The above standalone balance sheet should be read in conjunction with the accompanying notes.
This is the standalone balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Partner Executive Chairman Managing Director
Membership No.: 113896 DIN: 00153549 DIN: 06829197
Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025

185
Onward Technologies Limited Annual Report 2024-25

Standalone Statement of Cash Flows

For the year ended March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
A) Cash flows from operating activities
Profit before income tax 3,295.73 3,724.77
Adjustments for
Depreciation and amortisation expense 1,358.54 1,289.66
Profit on disposal of property, plant and equipment (2.60) (33.01)
Interest income (530.92) (477.68)
Unwinding of discount on security deposit (36.93) (40.07)
Employee share based payment expenses 143.00 533.69
Finance costs 270.57 144.10
Net gain on termination of lease arrangements (18.98) (5.38)
Unrealised foreign exchange (gain)/loss 5.73 (94.54)
Loss allowance 11.49 3.00
Bad Debts written off (Net of recoveries) 0.08 -
Operating profit before working capital changes 4,495.71 5,044.54
Working capital adjustments
(Increase)/Decrease in trade receivables and unbilled receivables (1,406.69) 1,418.48
(Increase)/Decrease in other financial assets (107.24) 55.11
(Increase)/Decrease in other assets (377.08) (165.56)
(Decrease)/Increase in trade payables 323.90 503.00
(Decrease)/Increase in other liabilities 222.71 130.56
(Decrease)/Increase in other financial liabilities 583.19 (311.62)
(Decrease)/Increase in employee benefit obligations 258.55 160.67
Cash generated from operations 3,993.05 6,835.18
Income taxes paid (net of refunds) (552.64) (136.34)
Net cash (outflow)/inflow from operating activities 3,440.41 6,698.84
B) Cash flows from investing activities
Purchase of property, plant and equipment (227.34) (130.64)
Purchase of intangible assets (129.28) (73.13)
Proceeds from sale of property, plant and equipment 5.28 34.59
Proceeds from fixed deposits 3,800.00 54.96
Fixed deposits placed (5,409.73) (6,159.02)
Interest received 453.71 34.51
Net cash (outflow)/inflow from investing activities (1,507.36) (6,238.73)
C) Cash flows from financing activities
Repayment of lease liabilities* (1,122.25) (977.02)
Interest paid* - (5.74)
Shares application money received for allotment of shares 32.50 34.10
Repayment of borrowings* - (50.75)
Payment of Dividend (1,119.54) (667.33)
Net cash (outflow)/inflow from financing activities (2,209.29) (1,666.74)
Net increase / (decrease) in cash and cash equivalents (A+B+C) (276.24) (1,206.63)
Cash and cash equivalents at the beginning of the year 2,144.63 3,351.26
Cash and cash equivalents at the end of the year 1,868.39 2,144.63

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Corporate Overview Statutory Reports Financial Statements

Standalone Statement of Cash Flows

For the year ended March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Reconciliation of cash and cash equivalents as per the cash flow statement:

Particulars As at As at
March 31, 2025 March 31, 2024
Cash and cash equivalents 1,868.39 2,144.63
Balances as per statement of cash flows 1,868.39 2,144.63

The above statement of cash flows is prepared under Indirect Method of Ind AS 7 - Statement of cash flows.

*Reconciliation of liabilities from financing activities for the period ended March 31, 2025:

Particulars Borrowings Leases

Balance at the start of the year - 2,636.97
Add: Cash inflow - -
Less: Cash outflow - (1,122.25)
Add: Non-cash changes (including additions to right of use assets) - 1,336.80
Closing balance at the end of the year - 2,851.52

*Reconciliation of liabilities from financing activities for the year ended March 31, 2024:

Particulars Borrowings Leases

Balance at the start of the year 50.75 1,486.40
Add: Cash inflow - -
Less: Cash outflow (50.75) (977.00)
Add: Non-cash changes (including additions to right of use assets) - 2,127.57
Closing balance at the end of the year - 2,636.97

The above standalone balance sheet should be read in conjunction with the accompanying notes.
This is the standalone balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Partner Executive Chairman Managing Director
Membership No.: 113896 DIN: 00153549 DIN: 06829197
Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025

187
 Statement of changes in equity
For the year ended March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

A Equity share capital

Particulars Notes Amount
Balance as at April 1, 2023 2,230.53
Change in equity share capital 13(a) 21.43
Balance as at March 31, 2024 2,251.96
Onward Technologies Limited

Balance as at April 1, 2024 2,251.96

Change in equity share capital 13(a) 16.60
Balance as at March 31, 2025 2,268.56

B Other Equity
Particulars Notes Securities Retained Share option Share Total
premium Earnings outstanding application
money
pending

188
allotment
As at March 31, 2023 8,616.22 4,875.33 405.24 2.17 13,898.96
Profit for the year - 2,773.10 - - 2,773.10
Other Comprehensive Income - (52.97) - - (52.97)
Total comprehensive income for the year - 2,720.13 - - 2,720.13
Contributions and distributions
Issue of equity shares under Employee Stock Option 13(b) 255.58 - (240.68) - 14.90
Plan
Employee stock option expenses 33 - - 533.69 - 533.69
Employee stock option expenses (for employees of 33 - - 8.85 - 8.85
subsidiary)
Shares allotted against the share application money 13(b) - - - (36.27) (36.27)
received
Shares application money received for allotment of shares 13(b) - - - 34.10 34.10
Dividends paid 13(b) - (671.15) - - (671.15)
As at March 31, 2024 8,871.80 6,924.31 707.10 - 16,503.21
Profit for the period - 2,438.35 - - 2,438.35
Annual Report 2024-25

Other Comprehensive Income - (62.61) - - (62.61)

 Statement of changes in equity
For the year ended March 31, 2025
(All amounts in ` Lakhs, unless otherwise stated)

Particulars Notes Securities Retained Share option Share Total

premium Earnings outstanding application
money
pending
allotment
Total comprehensive income for the period - 2,375.74 - - 2,375.74
Contributions and distributions
Issue of equity shares under Employee Stock Option 13(b) 415.50 - (399.60) - 15.90
Plan
Employee stock option expenses 33 - - 143.00 - 143.00
Employee stock option expenses (for employees of 33 - - (18.77) - (18.77)
01

subsidiary)
Shares allotted against the share application money 13(b) - - - (32.50) (32.50)
received
Shares application money received for allotment of shares 13(b) - - - 32.50 32.50

189
Dividends paid 13(b) - (1,130.16) - - (1,130.16)
Corporate Overview

Balance as at March 31, 2025 9,287.30 8,169.89 431.73 - 17,888.92

20

The above standalone balance sheet should be read in conjunction with the accompanying notes.
21

This is the standalone balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Statutory Reports

Partner Executive Chairman Managing Director

Membership No.: 113896 DIN: 00153549 DIN: 06829197
100

Place : Mumbai Place : Mumbai

Date: May 16, 2025 Date: May 16, 2025
101

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025
Financial Statements
245
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

1. Background:
Onward Technologies Limited is a 2500-employees strong software and technology services outsourcing
company specializing in digital, embedded, mechanical engineering for global original equipment
manufacturers (OEMs) in Industrial Equipment, Heavy Machinery, Automotive, Rail Transportation, Healthcare
and Life Sciences. With global offices and India delivery excellence centers, Onward Tech is present in 12
locations across 6 countries, offering its OEM clients the benefits of both global presence and local reach,
access to an expert talent pool and the agility to ramp up complex engineering projects rapidly. The company
is a public limited entity incorporated on July 18, 1991, under the Companies Act, 1956, domiciled in India
with its registered office in Mumbai. Onward Technologies has been publicly traded on the National Stock
Exchange and Bombay Stock Exchange since 1995.

2. Material accounting policies:

This note provides a list of the material accounting policies adopted in the preparation of these standalone
financial statements. These policies have been consistently applied.

(a) Basis of preparation

(i) Compliance with Ind AS
The standalone financial statements comply with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules,
2015] and other relevant provisions of the Act.
The Board of Directors have approved these standalone financial statements for issue on May 16, 2025.

(ii) Historical cost convention

The standalone financial statements have been prepared on a historical cost basis, except for the following:
• Derivative financial assets and liabilities which are measured at fair value
• Defined benefit plans - plan assets measured at fair value;
• Share based payments

All assets and liabilities have been classified as current or non-current as per the Company’s operating
cycle and other criteria set out in the Schedule III of the Companies Act, 2013. Based on the nature of
products and the time between the acquisition of assets for processing and their realization in cash
and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of
current and non - current classification of assets and liabilities.

(iii) Use of judgements and estimates

The preparation of standalone financial statements requires the management of the Company to make
judgments, estimates and assumptions that affect the reported balances of assets and liabilities and
disclosures relating to the contingent liabilities as at the date of the financial statements and reported
amounts of income and expenditure during the year. Actual results could differ from estimates.
Differences between actual results and estimates are recognised when the results are known/materialized
prospectively.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognised prospectively.

Judgements
(a) Note no. (d) - Revenue recognition – Recognition of revenue involves significant judgements in
relation to fulfilment of performance obligations and determination of transaction price.

190
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Critical accounting estimates
(a) Note no. (d) - Revenue recognition – Recognition of revenue involves estimates around variable
consideration.
(b) Note no. (h) - Recognition of deferred tax assets/liabilities - The Company reviews carrying amount
of deferred tax asset at end of each reporting period for availability of future taxable profit against
which deductible temporary differences and tax losses carried forward can be utilised.
(c) Note no. (r) - Measurement of defined benefit obligation: key actuarial assumptions involved in
measurement.
(d) Note no. 33 - share based payments - Information about assumptions and estimation uncertainties
in respect of share based payments.

(b) Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker are the Board of Directors. The Company has
only one operating segment which is ER&D service and digital services.

(c) Foreign currency translation

(i) Functional and presentation currency
Items included in financial statements are measured using the currency of the primary economic
environment in which the company operates (‘the functional currency’). The functional currency of the
company is Indian Rupee (INR) and these financial statements are prepared in INR which is presentation
currency.

Transactions in foreign currencies are translated to the respective functional currencies of the Company
at the exchange rates prevailing on the date of the transaction. Monetary items denominated in foreign
currencies are translated into the functional currency at the rates as at the reporting date. The exchange
differences so determined and also the realized exchange differences are recognised in the Statement of
Profit and Loss. Non-monetary items denominated in foreign currencies and measured at fair value are
translated into the functional currency at the exchange rate prevalent at the date when the fair value was
determined. Non-monetary items denominated in foreign currencies and measured at historical cost are
translated into the functional currency at the exchange rate prevalent at the date of transaction.

(ii) Foreign operations

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into
the presentation currency as follows:

Assets and liabilities are translated at closing rates at the date of balance sheet; Income and expenses
are translated at average exchange rates (unless this is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which case, income and expenses are translated
at the dates of transactions).

(d) Revenue recognition

Ind AS 115 Revenue from contracts with customers standard deals with revenue recognition and establishes
principles for reporting useful information to users of financial statements about the nature, amount, timing
and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. Revenue is
recognised when a customer obtains control of a promised good or service and thus has the ability to direct
the use and obtain the benefits from the good or service in an amount that reflects the consideration to
which the entity expects to be entitled in exchange for those goods and services.

191
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

A five-step process must be applied before revenue can be recognised:
i. identify contracts with customers
ii. identify the separate performance obligation
iii. determine the transaction price of the contract
iv. allocate the transaction price to each of the separate performance obligations, and
v. recognize the revenue as each performance obligation is satisfied.

Revenue recognition policy

The Company derives revenue primarily from ER&D service and digital services. Amounts disclosed as revenue
are net of trade allowances, rebates, discounts, goods and service taxes, value added taxes and other amounts
collected on behalf of third parties.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume
discounts, service level credits, performance bonuses and incentives, if any, as specified in the contract with
the customer. Expenses reimbursed by customers during the project execution are recorded as reduction to
associated costs.

The Company accounts for volume and/or trade discounts to customers as a reduction of revenue. Also, when
the level of discount varies with increases in levels of revenue transactions, the Company recognises the liability
based on its estimate of the customer’s future purchases. The Company recognises changes in the estimated
amount of obligations for discounts in the period in which the change occurs. The discounts are passed on to
the customer either as direct payments or as a reduction of payments due from the customer.

When there is an uncertainty as to measurement or ultimate collectability, revenue recognition is postponed

until such uncertainty is resolved.

Revenue is measured based on the consideration specified in a contract with a customer and excludes
amounts collected on behalf of third parties. The Company recognises revenue when it transfers control over
a product or a service to a customer and Company expects to receive consideration in exchange for those
products or services. The method for recognising revenues and costs depends on the nature of the services
rendered. The Company estimates its estimates on historical results, taking into consideration the type of
customer, the type of transaction and the specifics of each arrangement. The Company assesses for the timing
of revenue recognition in case of each distinct performance obligation. The Company first assesses whether
the revenue can be recognised over time as it performs if any of the following criteria is met:

(a) The customer simultaneously consumes the benefits as the Company performs, or
(b) The customer controls the work-in-progress, or
(c) The Company’s performance does not create an asset with alternative use to the Company and the
Company has right to payment for performance completed till date

If none of the criteria above are met, the Company recognised revenue at a point-in-time.

The point-in-time is determined when the control of the goods or services is transferred, which is
generally determined based on when the significant risks and rewards of ownership are transferred to
the customer. Apart from this, the Company also considers its present right to payment, the legal title to
the goods, the physical possession and the customer acceptance in determining the point in time where
control has been transferred.

The billing schedule agreed with customers with customers include periodic performance based
payments and/or milestone based progress payments. Invoices are payable within contractually agreed

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Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

credit period. In accordance with Ind AS 37, the Company recognises an onerous contract provision
when the unavoidable costs of meeting up obligations exceed the economic benefits to be received. The
Company disaggregates revenue from contracts with customers by nature of services and geography.

(i) Sale of services

a) Time and material contracts:
Revenue on time and material contracts for the reporting period is recognised as and when the
related services are performed and billed to the end customers. If billing for the related services is
not done during the reporting period, revenue is recognised as unbilled revenue at the end of the
reporting period.

b) Fixed- price contracts:

 Revenue from fixed price contracts where the performance obligations are directly linked to costs
expended and are satisfied over time and there is no uncertainty as to measurement or collectability
of consideration, is recognised as per the percentage-of-completion method. Percentage of
completion is determined based on project costs incurred to date as a percentage of total estimated
project costs required to complete the project. Costs expended have been used to measure progress
towards completion as generally there is a direct relationship between input and output in respect
of work completed.

 Estimates of revenues, costs or extent of progress towards completion are revised if circumstances
change. Any resulting increase or decrease in estimated revenues or costs are reflected in profit
or loss in the period in which the circumstances that give rise to the revision become known by
management.

 Revenue from fixed price maintenance is recognised based on the right to invoice for services
performed for contracts in which invoicing is representative of the value being delivered. If invoicing
is not consistent with value delivered, revenue is recognised as the services are performed. When
services are performed through an indefinite number of repetitive acts over a specified period,
revenue is recognised on straight line basis over the specified period, unless some other method
better represents the manner in which services are performed.

Contract balances
a) Revenue in excess of invoicing is classified as unbilled revenue when such right to consideration in
exchange for goods and services is conditional only on passage of time, while invoicing in excess of
revenue is classified as contract liabilities (unearned revenue).

b) Unbilled revenue is classified as contract asset when there is a right to consideration in exchange for
goods or services which is conditional on something other than the passage of time.

c) Amount billed in advance, without services being rendered, is classified as unearned revenue (contract
liabilities).

d) Deferred contract costs are upfront costs incurred for the contract and are amortised on a systematic
basis that is consistent with the transfer to the customer of the goods/services to which the asset relates.

Significant judgments in revenue recognition:

a) Judgment is required to determine the transaction price for a contract with the customer. The transaction
price could be either a fixed amount of customer consideration or variable consideration with elements
such as volume discounts, service level credits, performance bonuses, price concessions and incentives.
The transaction price is also adjusted for the effects of the time value of money if the contract includes
a significant financing component. The estimated amount of variable consideration is adjusted in the

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Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

transaction price only to the extent that it is highly probable that a significant reversal in the amount of
cumulative revenue recognized will not occur and is reassessed at the end of each reporting period. The
Group allocates the elements of variable considerations to all the performance obligations of the contract
unless there is observable evidence that they pertain to one or more distinct performance obligations.

b) The Company exercises judgment in determining whether the performance obligation is satisfied
at a point in time or over a period of time. The Company considers indicators such as how customer
consumes benefits as services are rendered or who controls the asset as it is being created or existence
of enforceable right to payment for performance to date and alternate use of such product or service,
transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.

 Contract modifications are accounted for when additions, deletions or changes are approved either to the
contract scope or contract price. The accounting for modifications of contracts involves assessing whether
the services added to an existing contract are distinct and whether the pricing is at the standalone selling
price. Services added that are not distinct are accounted for on a cumulative catch up basis, while those
that are distinct are accounted for prospectively, either as a separate contract, if the additional services
are priced at the standalone selling price, or as a termination of the existing contract and creation of a
new contract if not priced at the standalone selling price.

(e) Other Income

Dividend income is recognised in the Statement of Profit and Loss only when the Company’s right to receive
dividend is established which is generally when the shareholders approve the dividend.

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset.

However, for financial assets that have become credit-impaired subsequent to initial recognition, interest
income is calculated by applying the effective interest rate to the amortised cost of the financial asset.

The Company charges management fees to its subsidiary companies in respect of corporate, administrative,
technical, and managerial support services provided on a regular basis. These services may include, but are
not limited to, strategic guidance, financial management, legal support, human resources, IT support, and
other centralized functions. Management fees are determined on the basis of cost of services provided plus
an appropriate markup, where applicable, to reflect arm’s length principles. The income from management
fees is recognized in the Statement of Profit and Loss when the services are rendered and it is probable that
the economic benefits will flow to the Company.

(f) Financial instruments

a) Recognition and initial measurement
Financial assets and liabilities are recognised when the Company becomes a party to the contractual
provisions of the instrument. Financial assets and liabilities are initially measured at fair value, except
for trade receivables which are initially measured at transaction price. 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) are added to or deducted from the fair
value measured on initial recognition of financial asset or financial liability.

Measurement of fair values:

A number of the Company’s accounting policies and disclosures require the measurement of fair values,
for both financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the
valuation techniques as follows.

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as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in 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).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far
as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of
the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of
the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting
period during which the change has occurred.

When the fair value of financial assets and financial liabilities cannot be measured based on quoted
prices in active markets, the Company uses discounted cash flow analysis method for the fair value of
its financial instruments except for employee stock options (ESOP), where Black and Scholes options
pricing model is used.

Further information about the assumptions made in measuring fair values is included in below notes:
- share based payment arrangements (Refer note no. (r)(iv) and 33)
- financial instruments (Refer this note and note 29)

b) Classification and subsequent measurement

i. Non-derivative financial instruments
On initial recognition, a financial asset is classified as measured at:
- amortised cost;
- Fair value through other comprehensive income (FVOCI) – debt investment;
- Fair value through other comprehensive income (FVOCI) – equity investment; or
- Fair value through profit/loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition unless the Company
changes its business model for managing financial assets, in which case all affected financial assets
are reclassified on the first day of the first reporting period following the change in the business
model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not
designated as at FVTPL:
- it is held within a business model whose objective is to hold assets to collect contractual cash
flows; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not
designated as at FVTPL:

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Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

- it is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets; and
- its contractual terms give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the C may irrevocably elect
to present subsequent changes in the investment’s fair value in OCI. This election is made on an
investment-by-investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are
measured at FVTPL.

Financial assets carried at amortized cost:

A financial asset is subsequently measured at amortized cost using the effective interest method.
The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and
losses and impairment are recognised in profit or loss.

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 collecting contractual cash flows
and selling financial assets and the contractual terms of the financial asset give rise on specified dates
to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI
are not reported separately from other changes in fair value. Dividends are recognised as income in
profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment.
Other net gains and losses are recognised in OCI and are not reclassified to profit or loss.

Financial assets at fair value through profit or loss:

These assets are subsequently measured at fair value. Net gains and losses, including any interest or
dividend income, are recognised in profit or loss.

Financial liabilities:
Financial liabilities are subsequently carried at amortized cost using the effective interest method,
except for contingent consideration recognised in a business combination which is subsequently
measured at fair value through profit and loss. 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. Interest expense and foreign exchange gains and losses are recognised in
profit or loss. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a
derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured
at fair value and net gains and losses, including any interest expense, are recognised in profit or loss.

ii. Derivative financial instruments

The Company holds derivative financial instruments such as foreign exchange forward contracts to
mitigate the risk of changes in exchange rates on foreign currency exposures. the Company does not
use derivative financial instruments for speculative purposes. The counter-party to the Company’s
foreign currency forward contracts is generally a bank.

Derivatives are initially measured at fair value. Derivatives not designated as hedges are recognised
initially at fair value and attributable transaction costs are recognised in the Statement of Profit
and Loss, when incurred. Subsequent to initial recognition, these derivatives are measured at fair
value through profit or loss and the resulting exchange gains or losses are included in other income.
The full fair value of a derivative is classified as a Non-current Asset or liability when the remaining

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Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

maturity of the hedged item is more than 12 months; it is classified as a current asset or liability
when the remaining maturity of the hedged item is less than 12 months.

c) Derecognition of financial instruments

Financial assets:
The Company derecognises a financial asset when:
- the contractual rights to the cash flows from the financial asset expire; or
- it transfers the rights to receive the contractual cash flows in a transaction in which either:
• substantially all of the risks and rewards of ownership of the financial asset are transferred; or
• the Company neither transfers nor retains substantially all of the risks and rewards of ownership
and it does not retain control of the financial asset.

Financial liabilities:
The Company derecognises financial liability when its contractual obligations are discharged or cancelled
or expire. The Company also derecognises a financial liability when its terms are modified and the cash
flows of the modified liability are substantially different, in which case a new financial liability based on
the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and
the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in
profit or loss.

d) Impairment of financial assets

The Company recognises loss allowances for expected credit losses on financial assets measured at
amortised cost. For trade receivables that do not contain a significant financing component, the Company
apply simplified approach. The Company uses simplified approach to calculate impairment on trade
receivables and has not assessed credit risk individually. The Company assumes that the credit risk on a
financial asset has increased significantly if it is more than 90 days past due.

When determining whether the credit risk of a financial asset has increased significantly since initial
recognition, the Company considers reasonable and supportable information that is relevant and
available without undue cost or effort. This includes both quantitative and qualitative information and
analysis, based on the Company’s historical experience and informed credit assessment, that includes
forward-looking information.

e) Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there
is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net
basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be
contingent on future events and must be enforceable in the normal course of business and in the event
of default, insolvency or bankruptcy of the Company or the counterparty.

(g) Government Grant

Grants from the government are recognised at their fair value when there is a reasonable assurance that the
grant will be received and the Company will comply with all the attached conditions.

Government grant relating to income are deferred and recognised in the profit or loss over the period
necessary to match them with the costs that they are intended to compensate.

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Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Government grants relating to the purchase of property, plant and equipment are included in non-current
liabilities as deferred income and are credited to profit or loss on a straight-line basis over the expected lives
of related assets and presented within other income.

(h) Income tax

The income tax expense or credit for the year is the tax payable on the current year’s taxable income based on
the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities
attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted
at the end of the reporting year in the countries where the Company operate and generate taxable income.
Management periodically evaluates positions taken in tax returns with respect to situations in which applicable
tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will
accept an uncertain tax treatment. The Company measures its tax balances either based on the most likely
amount or the expected value, depending on which method provides a better prediction of the resolution of
the uncertainty.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between
the tax bases of assets and liabilities and their carrying amounts in the standalone financial statements.
Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the transaction affects neither accounting
profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been
enacted or substantially enacted by the end of the reporting year and are expected to apply when the related
deferred income tax asset is realized or the deferred income tax liability is settled. Temporary differences in
relation to a right-of-use asset and a lease liability for a specific lease are regarded as a net package (the lease)
for the purpose of recognizing deferred tax.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax
bases of investments in subsidiaries where the Company is able to control the timing of the reversal of the
temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred
tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that
the related tax benefit will be realized; such reductions are reversed when the probability of future taxable
profits improves.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets
and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to
settle on a net basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.

(i) Leases
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
in exchange for consideration.

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Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

As a lessee
Leases are recognised as a right-of-use and a corresponding liability at the date at which the leased asset
is available for use by the Company. Contracts may contain both, lease and non-leases components. The
Company allocates the consideration in the contract to the lease and non-lease components based on their
relative stand-alone prices. However, for leases of real estate for which the Company is a lessee, it has elected
not to separate lease and non-lease component and instead accounts for these as a single lease component.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include
the net present value of the following lease payments:
- fixed payments (including - in-substance fixed payments), less any lease incentive receivable.
- amounts expected to be payable by the Company under residual value guarantees.
- lease payments in an optional renewal period if the Company is reasonably certain to exercise an
extension option
- the exercise price of a purchase option if the Company is reasonably certain to exercise that option, and
- payments of penalties for terminating the lease, if the lease term reflects the Company exercising that
option.

Lease payments to be made under reasonably certain extension options are also included in the measurement
of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate
cannot be readily determined, which is generally the case for leases in the Company, the lessee’s incremental
borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value to the right-of-use asses in a similar economic environment with
similar terms, security and conditions.

To determine the incremental borrowing rate, the Company:

- where possible uses recent third party financing received by the individual lessee as a starting point,
adjusted to reflect changes in financing conditions since the third party financing, and
- makes adjustments specific to the lease.

Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss
over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the
liability for each period.

Right-of-use assets are measured at cost comprising the following:

- the amount of the initial measurement of lease liability.
- any lease payments made at or before the commencement date less any lease incentives received.
- any initial direct costs, and
- restoration costs

Right-of-use are generally depreciated over the shorter of the asset’s useful life and the lease term on a
straight-line basis. If the Company is reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset’s useful life.

Payments associated with the short-term leases and all leases of low-value assets are recognised on a straight-
line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
Low value assets comprise IT equipment like computers and hardware. The Company presents separately in
the balance sheet right-of-use assets and lease liabilities within ‘Financial Liabilities’

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Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date;

• amounts expected to be payable under a residual value guarantee; and

• the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments
in an optional renewal period if the Company is reasonably certain to exercise an extension option, and
penalties for early termination of a lease unless the Company is reasonably certain not to terminate early

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in the
Company’s estimate of the amount expected to be payable under a residual value guarantee, if the Company
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a
revised in-substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.

As a lessor
Lease income from operating leases where the Company is a lessor is recognised income on a straight-line
basis over the lease term. Initial direct costs incurred in obtaining an operating lease are added to the carrying
amount of the underlying asset and recognised as expense over the lease term on the same basis as lease
income. The respective leased asset are included in the balance sheet based on their nature.

Since there are no transactions whereby the Company is a lessor, there were no adjustments to the accounting
for assets held as lessor as a result of adopting the new leasing standard.

(j) Impairment of non-financial assets

The management periodically assesses, using external and internal sources, whether there is an indication
that an asset may be impaired. If an asset is impaired, the Company recognizes an impairment loss as the
excess of the carrying amount of the asset over the recoverable amount. Recoverable amount is higher of
an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of
estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at
the end of its useful life. An impairment loss is reversed to the extent that the asset’s carrying amount does
not exceed the carrying amount that would have been determined if no impairment loss had previously
been recognised. For impairment testing, assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or
CGUs. Impairment losses are recognised in profit or loss.

(k) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-
term, highly liquid investments with original maturities of three months or less that are readily convertible to
known amounts of cash and which are subject to an insignificant risk of changes in value.

(l) Borrowing cost and other interest expenses

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency
borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection
with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset

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as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

which necessarily take a substantial period of time to get ready for their intended use are capitalised as part
of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are
incurred.

Interest expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that
exactly discounts estimated future cash payments through the expected life of the financial instrument to the
amortised cost of the financial liability. In calculating interest expense, the effective interest rate is applied to
the amortised cost of the liability.

(m) Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary
course of business. Trade receivables are recognised initially at transaction price that is unconditional unless
they contain significant financing components, when they are recognised at fair value. The Company holds
the trade receivables with the objective of collecting the contractual cash flows and therefore measures them
subsequently at amortised cost using the effective interest method, less loss allowance.

(n) Property, plant and equipment

All items of property, plant and equipment are stated at historical cost less depreciation and accumulated
impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Cost of an item of property, plant and equipment comprises its purchase price, including import duties and
non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost
of bringing the item to its working condition for its intended use and estimated costs of dismantling and
removing the item and restoring the site on which it is located.

Subsequent costs are included in the asset’s carrying amount or recognised as a consolidated asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Company and the cost of the item can be measured reliably. The carrying amount of any component
accounted for as a consolidated asset is derecognised when replaced. All other repairs and maintenance are
charged to profit or loss during the reporting period in which they are incurred. The cost of an item of property,
plant and equipment shall be recognised as an asset if, and only if it is probable that future economic benefits
associated with the item will flow to the Company and the cost of the item can be measured reliably.

Depreciation methods, estimated useful lives and residual value

Depreciation on property, plant and equipment is provided on the straight-line method over the useful lives
of the assets. The estimated useful lives are as follows:

Class of asset Estimated economic useful life in years

Computers & networking 3 - 6 years
Furniture & Fixtures 7 - 10 years
Office Equipment 5 - 7 years
Electrical equipments 10 years
Vehicles 8 years
Building* 50 years

* Useful lives have been determined based on technical evaluation done by the management’s expert which
are lesser than those specified by Schedule II to the Companies Act; 2013, in order to reflect the actual usage
of the assets.

Leasehold improvements are depreciated over shorter of their useful life or the lease term, unless the entity
expects to use the assets beyond the lease term.

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as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The asset’s residual values and useful lives are reviewed and adjusted if appropriate, at the end of the reporting
period. Depreciation on additions/(disposals) is provided on a pro-rata basis i.e. from/(upto) the date on which
asset is ready for use/ (disposed off). The useful lives for assets are in line with the useful lives as prescribed under
Part C of Schedule II of the Companies Act, 2013. An asset’s carrying amount is written down immediately to
its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains
and losses on disposals are determined by comparing proceeds with carrying amount. These are included in
profit or loss within other income/ other expenses respectively.

(o) Intangible assets

The cost of an item of intangible assets shall be recognised as an asset if, and only if it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be
measured reliably. Intangible assets are stated at acquisition cost net of tax/ duty credits availed, if any, and
net of accumulated amortisation and accumulated impairment. Gains or losses arising from the retirement or
disposal of an intangible asset are determined as the difference between the net disposal proceeds and the
carrying amount of the asset and recognised as income or expense in the profit or loss.

Intangible assets are amortised on the straight-line method as follows:

Asset Useful life

Software 2 to 6 years

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if
appropriate.
Subsequent costs are included in the asset’s carrying amount or recognised as a consolidated asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to
the Company and the cost of the item can be measured reliably. The carrying amount of any component
accounted for as a consolidated asset is derecognised when replaced.

Intangible Assets Under Development

Intangible Assets Under Development represent costs incurred on the development of intangible assets that
are not yet ready for use as intended by management. These typically include costs related to the development
of software platforms/applications.

All costs which are directly attributable to the development phase of an intangible asset are capitalized when
the project is technically feasible, the asset will generate probable future economic benefits, and adequate
resources are available to complete the development. These costs include development team expenses and
other directly attributable overheads.

Expenditures that do not meet the above criteria are recognized as an expense in the Statement of Profit and
Loss as incurred. Capitalized development costs are classified as Intangible Assets Under Development until
the asset is available for use, at which point they are transferred to Intangible Assets and amortized over their
estimated useful life.

Intangible Assets Under Development are tested for impairment annually, or more frequently if there are
indicators of impairment.

(p) Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of
financial year which are unpaid. Trade and other payables are unsecured and are presented as current
liabilities unless payment is not due within twelve months determined by the Company after the reporting

202
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

period. They are recognised initially at their fair value and subsequently measured at amortised cost using the
effective interest method.

(q) Provisions and contingent assets/liabilities

Provisions are recognised when the Company has a present, legal or constructive obligation as a result of a
past event and it is probable that an outflow of resources will be required to settle the obligation, and a reliable
estimate of the amount of the obligation can be made. Provisions are determined based on the best estimate
required to settle the obligation at the Balance Sheet date. Provisions are reviewed at each Balance Sheet
date and adjusted to reflect current best estimates. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management’s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period.

A provision for onerous contracts is measured at the present value of the lower of the expected cost of
terminating the contract and the expected net cost of continuing with the contract, which is determined
based on the incremental costs of fulfilling the obligation under the contract and an allocation of other
costs directly related to fulfilling the contract. Before a provision is established, the Company recognises any
impairment loss on the assets associated with that contract.

Contingent liabilities are disclosed by way of a note to the standalone financial statements 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 Company 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 or a reliable estimate of the amount cannot be made.

Contingent asset is not recognised in standalone financial statements since this may result in the recognition
of income that may never be realised. However, when the realisation of income is virtually certain, then the
related asset is not a contingent asset and is recognized.

Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

(r) Employee Benefits

(i) Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly
within 12 months after the end of the period in which the employees render the related service are
recognised in respect of employees’ services up to the end of the reporting period and are measured at
the amounts at undiscounted basis expected to be paid when the liabilities are settled. The liabilities are
presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for privileged leave are not expected to be settled wholly within 12 months after the end
of the period in which the employees render the related service. These obligations are measured as the
present value of expected future payments to be made in respect of services provided by employees up
to the end of the reporting period using the projected unit credit method. The benefits are discounted
using the market yields at the end of the reporting period that have terms approximating to the terms of
the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial
assumptions are recognised in profit or loss. The obligations are presented as current liabilities in the
balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve
months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligations

The Company operates the following post-employment schemes:

203
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(a) Defined benefit plan – gratuity
(b) Defined contribution plans - provident fund, employee state insurance scheme.
(a) Defined benefit plan - Gratuity
The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible
employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a
lump sum payment to vested employees at retirement, death or termination of employment, of
an amount based on the respective employee’s salary and the tenure of employment.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plan
is the present value of the defined benefit obligation at the end of the reporting period less the
fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using
the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows by reference to market yields at the end of the reporting period on
government bonds that have terms approximating to the terms of the related obligation.

Remeasurement of net defined benefit liability, which comprise actuarial gains and losses arising
from experience adjustments and changes in actuarial assumptions, the return on plan assets
(excluding interest) and the effects of asset ceiling (if any, excluding interest) are recognised in
other comprehensive income for the period in which they occur. Net interest expense and other
expenses related to defined benefit plans are recognised in Statement of Profit and Loss. The
net interest cost is calculated by applying the discount rate to the net balance of the defined
benefit obligation and the fair value of plan assets, both as determined at the start of the annual
reporting period taking into account any changes in the net defined benefit liability (asset)
during the period as a result of contributions and benefit payments.

Changes in the present value of the defined benefit obligation resulting from plan amendments
or curtailments are recognised immediately in profit or loss as past service cost. The Company
recognises gains and losses on the settlement of a defined benefit plan when the settlement
occurs.

(b) Defined contribution Plans – Provident Fund, Employee State Insurance Scheme, Social Security
and Labour Welfare Fund
   The Company pays provident fund, employee state insurance for all employees to publicly
administered funds as per local regulations. The Company has no further payment obligations
once the contributions have been paid. The contributions are accounted for as defined
contribution plans and the contributions are recognised as employee benefit expense in the
period in which the related service is provided by the employee.

(iv) Share-based payments

Employee options are provided to employees of the Company via the ESOP Plan. The fair value of the
options granted under the Onward Technologies Plan is recognised as employee benefit expense with a
corresponding increase in equity. The total amount to be expensed is determined by reference to the fair
value of the options granted:
• including any market performance conditions

204
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

• excluding the impact of any service and non-market performance vesting conditions and
• including the impact of any non-vesting conditions.

The total expense is recognised over the vesting period, which is the period over which all of the specified
vesting conditions are to be satisfied. At the end of each period, the entity revises its estimates of the
number of options that are expected to vest based on the non-market vesting and service conditions. It
recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding
adjustment to equity.

(v) Bonus Plan

The Company recognises a liability and an expense for bonuses. The Company recognises a provision
where contractually obliged or where there is a past practice that has created a constructive obligation.

(s) Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at
the discretion of the Company, on or before the end of the reporting period but not distributed at the end of
the reporting period.

(t) Earnings per share

(i) Basic earnings per share
Basic earnings per share is calculated by dividing
• the profit attributable to owners of the Company
• by the weighted average number of equity shares outstanding during the financial year.

(ii) Diluted earnings per share

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to
take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential
equity shares, and
• the weighted average number of additional equity shares that would have been outstanding
assuming the conversion of all dilutive potential equity shares.

(u) Rounding of amounts:

All amounts disclosed in the standalone financial statements and notes have been rounded off to the nearest
lakhs as per the requirement of Schedule III, unless otherwise stated.

205
 Notes to standalone financial statements
as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

3 Property, plant and equipment

Particulars Building Computers Leasehold Furniture & Vehicles Office Electrical Total
Improvements Fixtures Equipment Equipments
Opening gross carrying amount as 1,049.84 1,291.96 315.91 290.32 89.68 160.56 19.65 3,217.92
on April 1, 2023
Onward Technologies Limited

Additions - 93.46 - 5.13 - 13.49 - 112.08

Disposals - (108.49) (192.70) (74.78) (25.84) - (401.81)
Gross carrying amount as on March 1,049.84 1,276.93 123.21 220.67 89.68 148.21 19.65 2,928.19
31, 2024
Accumulated depreciation 55.14 766.82 306.98 166.86 21.59 90.76 11.92 1,420.07
Charge for the year 20.95 269.17 6.54 34.98 11.20 22.98 1.58 367.40
Disposals - (108.46) (192.69) (74.45) - (24.63) - (400.23)
Closing accumulated depreciation 76.09 927.53 120.83 127.39 32.79 89.11 13.50 1,387.24
as at March 31, 2024
Net carrying amount as on March 973.75 349.40 2.38 93.28 56.89 59.10 6.15 1,540.95

206
31, 2024

Particulars Building Computers Leasehold Furniture & Vehicles Office Electrical Total
Improvements Fixtures Equipment Equipments
Opening gross carrying amount as 1,049.84 1,276.93 123.21 220.67 89.68 148.21 19.65 2,928.19
on April 1, 2024
Additions 8.78 185.72 - 1.77 - 24.78 - 221.05
Disposals - (149.84) (5.13) (4.33) (2.23) - (161.53)
Gross carrying amount as on March 1,058.62 1,312.81 118.08 218.11 89.68 170.76 19.65 2,987.71
31, 2025
Accumulated depreciation 76.09 927.53 120.83 127.39 32.79 89.11 13.50 1,387.24
Charge for the year 21.07 224.15 0.61 17.75 11.20 21.33 1.08 297.19
Disposals (149.84) (3.36) (3.42) - (2.23) - (158.85)
Closing accumulated depreciation 97.16 1,001.84 118.08 141.72 43.99 108.21 14.58 1,525.58
as at March 31, 2025
Net carrying amount as on March 961.46 310.97 (0.00) 76.39 45.69 62.55 5.07 1,462.13
31, 2025
Notes:
Annual Report 2024-25

1 Refer to note 26(b) for disclosure of contractual commitments for the acquisition of property, plant and equipment.
 Notes to standalone financial statements
as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

3A Capital-Work-in Progress (CWIP) Ageing Schedule

Particulars Amount in CWIP for a period of Total
Less than 1-2 years 2-3 years More than
1 year 3 years
As at 31 March 2025
Projects in progress 29.10 - - - 29.10
Project temporarily suspended - - - - -
Total 29.10 - - - 29.10
01

Particulars Amount in CWIP for a period of Total

Less than 1-2 years 2-3 years More than
1 year 3 years

207
As at 31 March 2024
Corporate Overview

Projects in progress - - - - -
20

Project temporarily suspended - - - - -

Total - - - - -
21

Note:

(i) Capital work in progress are with the aging of less than 1 year and expected to get completed within 1 year.
(ii) As on the balance sheet date, there is no capital work in progress whose completion is overdue or has exceeded the cost, based on approved plan.
Statutory Reports
100
101
Financial Statements
245
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

4 Intangible assets
Particulars Computer Total
Software
Opening gross carrying amount as on April 1, 2023 1,495.08 1,495.08
Additions 8.95 8.95
Disposals (337.49) (337.49)
Gross carrying amount as on March 31, 2024 1,166.54 1,166.54
Accumulated Amortisation
Balance as at April 1, 2023 1,162.51 1,162.51
Amortisation charge for the year 90.58 90.58
Disposals (337.49) (337.49)
Closing accumulated amortisation as at March 31, 2024 915.60 915.60
Net carrying value as on March 31, 2024 250.94 250.94

Particulars Computer Total

Software
Opening gross carrying amount as on April 1, 2024 1,166.54 1,166.54
Additions 28.23 28.23
Disposals (66.48) (66.48)
Gross carrying amount as on March 31, 2025 1,128.29 1,128.29
Accumulated Amortisation
Balance as at April 1, 2024 915.60 915.60
Amortisation charge for the year 74.81 74.81
Disposals (66.48) (66.48)
Closing accumulated amortisation as at March 31, 2025 923.93 923.93
Net carrying value as on March 31, 2025 204.36 204.36

4A Intangible Assets Under Development (IAUD) Ageing Schedule

Particulars Amount in IAUD for a period of Total
Less than 1-2 years 2-3 years More than
1 year 3 years
As at 31 March 2025
Projects in progress 101.05 64.18 - - 165.23
Project temporarily suspended - - - - -
Total 101.05 64.18 - - 165.23

Particulars Amount in IAUD for a period of Total

Less than 1-2 years 2-3 years More than
1 year 3 years
As at 31 March 2024
Projects in progress 64.18 - - - 64.18
Project temporarily suspended - - - - -
Total 64.18 - - - 64.18
Note:

(i) Intangible assets under development are expected to get completed within 1 year.
(ii) As on the balance sheet date, there are no intangible assets under development whose completion is overdue or has
exceeded the cost, based on approved plan.

208
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

5 Investment - Non-current
Particulars As at As at
March 31, 2025 March 31, 2024
Investment in subsidiaries
Unquoted
Investment in Onward Technologies, Inc.
114,000 (March 31, 2024 : 114,000) equity shares of US$ 20 per share 951.70 951.70
Equity Contribution in the nature of employee stock option issued 96.83 96.83
to the employees of subsidiary
1,048.53 1,048.53
Investment in Onward Technologies, GmbH
Investment in Onward Technologies, GmbH 215.99 215.99
Equity Contribution in the nature of employee stock option issued 3.69 3.69
to the employees of subsidiary
Less: Provision for Impairment (Refer Note a below) (54.00) (54.00)
165.68 165.68
Investment in Onward Technologies B.V. 87.81 87.81
100,000 (March 31, 2024 : 100,000) equity shares of Euro 1 per share
Investment in Onward Technologies Canada Inc. 302.94 302.94
500,000 (March 31, 2024 : 500,000) equity shares of CAD 1 per share
Investment in OT Park Private Limited 1,719.62 1,719.62
2,53,750 (March 31, 2024 : 2,53,750) equity shares of ` 10 per share
27,000 (March 31, 2024 : 27,000) 7.50% redeemable preference
shares of ` 10 per share
Total 3,324.58 3,324.58
Total non-current investments 3,324.58 3,324.58
Aggregate amount of quoted investments - -
Aggregate amount of unquoted investments 3,378.58 3,378.58
Aggregate amount of impairment in the value of investments 54.00 54.00

(a) Investment in Onward Technologies, GmbH

The subsidiary has accumulated losses as on balance sheet date. Amount of value in use based on future
cash flow projections was lower than the value of investment and impairment loss recognised in the
earlier years has been retained. Investment in the entity is not designated in number of shares.

Summary of key assumptions used for computing value in use is as follows :

a) Terminal growth rate - 2% (March 31, 2024: 2%)
b) Sales Growth rate - 9 % to 10 % (March 31, 2024: 5% to 9%)
c) EBITDA to Sales % - 2 % to 3 % ((March 31, 2024: (1% to 3%)
d) Discount rate - 7.36 % (March 31, 2024: 7.25%)
There is no incremental provision for impairment recognized in the current year.

209
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

6 Others financial assets - non-current

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, considered good unless otherwise stated)
Bank deposits due to mature after 12 months 1,374.65 1,017.73
Earmarked balances with banks
Bank deposits held as security against working capital facilities - 53.93
[Refer note 9(b)(ii)]
Security deposits 276.51 186.99
Total 1,651.16 1,258.65

7 Other non-current assets

Particulars As at As at
March 31, 2025 March 31, 2024
Prepaid expenses 101.53 126.50
Capital Advances 4.30 -
Total 105.83 126.50

8 Trade receivables
Particulars As at As at
March 31, 2025 March 31, 2024
Trade Receivables - Billed 4,324.54 3,368.82
Receivables from related parties (Refer Note 27) 1,603.33 1,389.32
Subtotal 5,927.87 4,758.14
Less: Loss allowance (26.74) (15.25)
5,901.13 4,742.89
Trade Receivables - Unbilled 2,538.52 2,311.19
Total 8,439.65 7,054.08

Break-up of security details

Particulars As at As at
March 31, 2025 March 31, 2024
Trade receivable considered good - Secured - -
Trade receivable considered good - Unsecured 5,901.13 4,742.89
Trade receivable which have significant increase in credit risk 26.74 15.25
Less: Loss allowance (26.74) (15.25)
Total 5,901.13 4,742.89

210
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Ageing of trade receivables as at March 31, 2025:

Particulars Not Outstanding for following periods from due date Total
due
Less 6 months 1-2 years 2-3 years More
than 6 -1 year than 3
months years
Undisputed trade receivables
- Considered good 4,397.64 1,471.06 16.25 16.18 - - 5,901.13
- Significant increase in credit risk 2.09 2.49 6.32 15.84 - - 26.74
- Credit impaired - - - - - - -
Disputed trade receivables
- Considered good and Doubtful - - - - - - -
- Significant increase in credit risk - - - - - - -
- Credit impaired - - - - - - -
Less: Loss Allowance (26.74)
Trade Receivables - Billed 5,901.13
Trade Receivables - Unbilled
- Considered good - Unsecured 2,538.52
(undisputed)
Total 8,439.65

Ageing of trade receivables as at March 31, 2024:

Particulars Not Outstanding for following periods from due date Total
due
Less 6 months 1-2 years 2-3 years More
than 6 -1 year than 3
months years
Undisputed trade receivables
- Considered good 3,693.96 1,017.49 31.44 - - - 4,742.89
- Significant increase in credit risk 3.61 2.47 9.16 - - - 15.25
- Credit impaired - - - - - - -
Disputed trade receivables
- Considered good and Doubtful
- Significant increase in credit risk - - - - - - -
- Credit impaired - - - - - - -
Less: Loss Allowance (15.25)
Trade Receivables - Billed 4,742.89
Trade Receivables - Unbilled
- Considered good - Unsecured 2,311.19
(undisputed)
Total 7,054.08

211
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

9(a) Cash and cash equivalents

Particulars As at As at
March 31, 2025 March 31, 2024
Cash in hand 0.20 0.20
Balances with banks
In current accounts 1,116.73 1,033.00
Deposits with original maturity less than three months 751.46 1,111.43
Total 1,868.39 2,144.63

9(b) Bank balances other than cash and cash equivalents above
Particulars As at As at
March 31, 2025 March 31, 2024
Earmarked balances with banks* 37.71 27.09
Total 37.71 27.09

* Amount represents unclaimed dividend account held for dividend remittance and hence are not available for use.

Note :
i) Details of undrawn credit facilities

Particulars Terms of Coupon/

repayment Interest rate
Loans repayable on demand
Secured
From Banks
Cash credit (Refer note below)
HSBC Bank Payable on T-Bill (3M)+2.75%
Demand p.a.
ICICI Bank Payable on Repo+3.00% p.a.
Demand

Security details for Cash credit / Working capital facility

Secured by the Term deposits amounting to ` 65.60 lakhs (principal amount of FD) with Bank as on
March 31,2025 (March 31, 2024 : ` 118.90 Lakhs) and has exclusive charge on all present and future
Current assets including Stocks and Book debts.
Above facility is secured against overall charge on current assets and margin money deposit with the
bank in the form of fixed deposit.
The Company has not utilised facility amount as at year ended March 31, 2025.

ii) The Group has obtained Cash credit / Working Capital facilities from banks on the basis of security
of current assets.
The company has filed the returns/statements of current assets for the financial year 2024-25 and these
are in agreement with the books of accounts.

212
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

For FY 23-24, the quarterly returns or statements of current assets filed by the Company with banks
are not materially misstated with the books of accounts. Differences are on account of exclusion of
intercompany balances, the period end closing entries and timing differences. Below are the details as
on March 31, 2024

Quarter Particulars Amount as per books Amount as reported in Amount of difference

ended of securities of account the quarterly statement
provided
Revenue Trade Revenue Trade Revenue Trade
(for the Receivables Receivables Receivables
YTD) (w/o related
party)
Jun-23 Current 8,449.14 5,893.38 8,305.21 5,840.33 143.93 53.05
Assets
Sep-23 Current 17,157.71 5,655.67 16,983.96 5,589.94 173.75 65.73
Assets
Dec-23 Current 25,676.77 5,025.15 25,530.37 5,356.31 146.40 (331.16)
Assets
Mar-24 Current 34,595.20 5,263.28 34,420.58 5,382.98 174.62 (119.70)
Assets

10 Others financial assets - current

Particulars As at As at
March 31, 2025 March 31, 2024
Derivative financial instrument
Foreign exchange forward contracts 3.54 24.93
Receivable from related party for employee stock options 4.75 19.21
(Refer note 27)
Bank deposits due to mature within 12 months 6,700.18 5,325.43
Earmarked balances with banks
Bank deposits held as security against working capital facilities 74.16 64.97
[Refer note 9(b)(ii)]
Security deposits 178.84 177.13
Total 6,961.47 5,611.67

11 Other current assets

Particulars As at As at
March 31, 2025 March 31, 2024
(Unsecured, considered good unless otherwise stated)
Prepaid expenses 546.04 509.04
Interest receivable on income-tax refund 16.66 36.34
Balance with Government Authorities 154.34 -
Advance to suppliers 151.49 106.77
Advance to subsidiary - 22.89
Research and Development expenditure credit receivable 366.58 183.96
Others* 56.68 50.42
Total 1,291.79 909.42

*Others include ` 50.33 lakhs for advances paid to employees and ` 6.36 lakhs for payment under protest for the ongoing
GST matters for FY 2018-19 and FY 2019-20.

213
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

12(a) Deferred tax assets (net)

The balance of deferred tax comprises temporary differences attributable to:

Particulars As at As at
March 31, 2025 March 31, 2024
Deferred tax assets
Defined Benefit Obligation 228.62 142.49
Allowance for Doubtful debts 6.73 3.84
Disallowances under Income tax Act, 1961 40.95 10.07
Lease Liability 717.67 160.86
Property, plant and equipment and intangible assets - 1.56
Share issue expenses 10.50 21.00
Others 28.21 6.60
1,032.68 346.42
Deferred tax liability
Fair value gain on Foreign exchange Forward contracts 0.89 6.28
Right to Use Assets 690.41 130.31
Property, plant and equipment and intangible assets 2.52
Others 4.20 9.15
698.02 145.74
Total deferred tax asset (net) 334.66 200.68

Movement in Deferred tax assets/ (liabilities) in Statement of profit and loss (charged)/ credited during
the year

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Defined Benefit Obligation 65.07 40.44
Allowance for Doubtful debts 2.89 0.76
Disallowances under Income tax Act, 1961 30.88 5.79
Leases Liability 556.81 (212.88)
Right to Use Assets (560.09) 209.32
Property, plant and equipment and intangible assets (4.08) (7.01)
Share issue expenses (10.50) (10.50)
Fair value gain on Foreign exchange Forward contracts 5.38 (14.07)
Others 26.56 (19.98)
Movement through other comprehensive income
Defined Benefit Obligation 21.06 17.82
Total 133.98 9.68

214
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

12(b) Taxation
Income tax assets/(Income tax liabilities)

Particulars As at As at
March 31, 2025 March 31, 2024
Opening Balance 921.32 1,571.23
Less : Current tax payable for the year (970.30) (943.53)
Add/ (Less) : (Refund Received)/ Taxes paid 572.32 293.63
- Current tax liabilities
Closing Balance 523.34 921.32
Closing balance
- Income tax liabilities (Current) (4.25) (46.23)
- Income tax assets (Non-Current) 527.59 967.55

Income Tax Expenses

The major components of income tax expenses for the year ended March 31, 2025 and March 31, 2024

Profit and Loss section Year ended Year ended

March 31, 2025 March 31, 2024
Current income tax charge
Current income tax
- Current tax on profit for the current year 966.08 936.57
- Adjustments for current tax of prior periods 4.22 6.97
Deferred tax (112.92) 8.14
Income tax expense reported in the statement of profit or loss 857.38 951.67

Other comprehensive income section Year ended Year ended

March 31, 2025 March 31, 2024
Deferred tax related to items recognised in Other comprehensive 21.06 17.82
income during the year
Income tax (charged)/credit to OCI 21.06 17.82

Reconciliation of tax expense and accounting profit multiplied by India’s domestic tax rate for March 31,
2025 and March 31, 2024

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Accounting profit before tax 3,295.76 3,724.87
Tax at income tax rate of 25.17% (March 31, 2024 : 25.17%) 829.48 937.47
Adjustments in respect of current income tax of previous years 4.22 6.97
Tax Effects of amounts which are not deductible (taxable) in 21.56 8.10
calculating taxable income
Others 2.12 (0.87)
Total 857.38 951.67
Income tax expense reported in the statement of profit or loss 857.38 951.67

215
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

13(a) Equity share capital

Particulars As at As at
March 31, 2025 March 31, 2024
Authorised share capital:
3,36,20,000 (March 31, 2024 : 3,36,20,000) Equity shares of ` 10 each 3,362.00 3,362.00
1,00,00,000 (March 31, 2024 : 1,00,00,000) Preference shares of 1,000.00 1,000.00
` 10 each
10,00,000 (March 31, 2024 : 10,00,000) unclassified shares of 100.00 100.00
` 10 each
Total 4,462.00 4,462.00
Issued, subscribed and paid up :
2,26,85,570 (March 31, 2024 :2,25,19,170) Equity Shares of ` 10 each 2,268.56 2,251.96
Total 2,268.56 2,251.96

(i) Reconciliation of number of equity shares issued

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Issued, subscribed and paid up
Shares outstanding at the beginning of the year (Nos.) 22,519,570 22,305,270
Shares issued during the year(Nos.) 166,000 214,300
Shares outstanding at the end of the year 22,685,570 22,519,570

(ii) Reconciliation of issued equity share capital

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Issued, subscribed and paid up
Share capital outstanding at the beginning of the year 2,251.96 2,230.53
Shares issued during the year 16.60 21.43
Shares outstanding at the end of the year 2,268.56 2,251.96

(iii) Terms/ rights attached to equity shares

The Company has issued only one class of shares referred to as equity shares having a par value of ` 10/-. Each
shareholder of equity shares is entitled to one vote per share. In the event of liquidation of the Company,
the holders of equity shares will be entitled to receive any of the remaining assets of the Company. The
distribution will be in proportion to the number of equity shares held by the shareholders.

Shares reserved for issue under options and contracts or commitments for the sale of shares or
disinvestment
1,75,700 (March 31, 2024 : 4,65,700) equity shares are outstanding under ESOP 2019 scheme as at balance
sheet date. Refer note 33 for further details of the ESOP scheme.

(iv) Aggregate number of shares issued for consideration other than cash during the period of five years
immediately preceding the reporting date -Nil (March 31, 2024: Nil).
Further, the Company has not undertaken any buy back of shares during the period of five years immediately
preceding the year ended March 31, 2025.

216
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(v) Details of equity shares held by shareholders holding more than 5% of the aggregate shares in the
Company

Name of the shareholder As at March 31, 2025 As at March 31, 2024

% holding No. of shares % holding No. of shares
JHM Enterprises Private Limited 34.16% 7,750,000 33.74% 75,97,866
Infinity Direct Holdings 8.73% 1,980,000 17.32% 3,900,000
Infinity Portfolio Holdings 8.46% 1,920,000 0.00% -

(vi) Details of shareholdings of promoters and promoters group

i) Details of shareholding of promoters as on March 31, 2025

Name of Promoters Number of Percentage of Percentage of

shares total number change during
of shares the year
JHM Enterprises Private Limited 7,750,000 34.16% 0.42%
Harish Shantilal Mehta 220,000 0.97% 0.01%
Jigar Harish Mehta 400,000 1.76% 0.09%
Heral Harish Mehta 250,059 1.10% 0.02%
Prachi Mehta 150,000 0.66% 0.00%

ii) Details of shareholding of promoters as on March 31, 2024

Name of Promoters Number of Percentage of Percentage of

shares total number change during
of shares the year
JHM Enterprises Private Limited 7,597,866 33.74% 100.00%
Harish Shantilal Mehta 216,528 0.96% -0.01%
Jigar Harish Mehta 376,299 1.67% -0.91%
Heral Harish Mehta 243,096 1.08% -0.01%
Prachi Mehta 150,000 0.67% -0.01%

13(b) Other Equity

Particulars As at As at
March 31, 2025 March 31, 2024
Reserves and Surplus
Securities premium account
Opening Balance 8,871.80 8,616.22
Add: Additions on account of exercise of options under Employee 415.50 255.58
Stock Option Plan
Closing Balance 9,287.30 8,871.80
Share option outstanding account
Opening Balance 707.10 405.24
Less: Employee stock options exercised (399.60) (240.68)
Add: Employee stock option expenses 124.23 542.54
Closing Balance 431.73 707.10

217
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars As at As at
March 31, 2025 March 31, 2024
Share Application Money pending allotment
Opening Balance - 2.17
Less: Shares allotted against the share application money received (32.50) (36.27)
Add: Shares application money received for allotment of shares 32.50 34.10
Closing Balance - -
Retained earnings
Opening balance 6,924.31 4,875.33
Net profit for the year 2,438.35 2,773.10
9,362.66 7,648.43
Less: Dividend paid (Refer Note 32) (1,130.16) (671.15)
Items of other comprehensive income recognised directly in retained
earnings
Re-measurements of defined benefit plans (net of tax) (62.61) (52.97)
Closing Balance 8,169.89 6,924.31
Total 17,888.92 16,503.21

Nature and purpose of reserves

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

Share option outstanding account

The share option outstanding account is used to record the fair value of options as on grant date issued to
employees under the Employee stock option scheme. The amounts recorded in share options outstanding
account are transferred to share capital and share premium upon exercise of stock options by employees.

Share Application Money pending allotment

This denotes application money received for which issue of equity shares are outstanding as on balance sheet
date.

Retained earnings
Retained earnings comprise of the Company’s undistributed earnings after taxes.

14 Trade payables
Particulars As at As at
March 31, 2025 March 31, 2024
Total outstanding dues of micro enterprises and small enterprises 54.71 25.03
Total outstanding dues of creditors other than micro enterprises and
small enterprises
(i) Related Parties (Refer Note 27) 1,291.65 741.26
(ii) Others 560.89 823.13
Total 1,907.25 1,589.42

218
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises
Development Act, 2006 (‘MSMED Act’). The disclosures pursuant to the said MSMED Act are as follows:

Particulars As at As at
March 31, 2025 March 31, 2024
The principal amount and the interest due thereon (to be shown 54.71 25.03
separately) remaining unpaid to any supplier as at the end of each
accounting year
The amount of interest paid by the buyer under MSMED Act, 2006 - -
along with the amounts of the payment made to the supplier beyond
the appointed day during each accounting year
The amount of interest due and payable for the period of delay in - -
making payment (which has been paid but beyond the appointed day
during the year) but without adding the interest specified under the
MSMED Act, 2006)
The amount of interest accrued and remaining unpaid at the end of - 1.32
accounting year
The amount of further interest remaining due and payable even in the 1.32 -
succeeding year, until such date when the interest dues as above are
actually paid to the small enterprise, for the purpose of disallowance as
a deductible expenditure under section 23 of MSMED Act 2006.

Note:
The above information is based on the information available with the Company about the registrations of the
vendors as micro or small enterprises under the MSMED Act, 2006.

Ageing of trade payables as at March 31, 2025:

Particulars Not due Less than 1-2 years 2-3 years More than Total
1 year 3 years
Undisputed trade payables
- MSME 54.30 0.41 - - - 54.71
- Others 1,126.17 641.95 84.42 - - 1,852.54
Disputed trade payables
- MSME - - - - - -
- Others - - - - - -

Ageing of trade payables as at March 31, 2024:

Particulars Not due Less than 1-2 years 2-3 years More than Total
1 year 3 years
Undisputed trade payables
- MSME 24.82 0.21 - - - 25.03
- Others 804.43 617.36 142.60 - - 1,564.39
Disputed trade payables
- MSME - - - - - -
- Others - - - - - -

219
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

15 Other financial liabilities - current

Particulars As at As at
March 31, 2025 March 31, 2024
Capital creditors 33.67 9.24
Unpaid Dividend 37.71 27.09
Payable to related party for employee stock options 4.31 -
Employee benefit payables 2,284.18 1,705.30
Total 2,359.87 1,741.63

16(a) Non-current provisions

Particulars As at As at
March 31, 2025 March 31, 2024
Employee related provisions
- Provision for Gratuity 485.49 259.21
- Provision for compensated absences 240.59 159.11
Total 726.08 418.32

16(b) Current provisions

Particulars As at As at
March 31, 2025 March 31, 2024
Employee related provisions
- Provision for Gratuity 51.45 43.83
- Provision for compensated absences 130.85 104.01
Total 182.30 147.84

A Defined contribution plan

(i) Provident fund
The Company has defined contribution plan. Contributions are made to provident fund for employees
at the rate specified by regulatory authorities from time to time. The contributions are made to
registered provident fund administered by the government. The obligation of the Company is limited
to the amount contributed and it has no further contractual nor any constructive obligation. The
expense recognised during the period towards defined contribution plan is ` 1,226.66 lakhs (March
31, 2024 - ` 1,148.13 lakhs)
(ii) The expense recognised during the year towards defined contribution plan of Employee State
Insurance Corporation, social security and Labour welfare fund is ` 1.78 lakhs (March 31, 2024 - ` 3.12
lakhs).

B Gratuity
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972.
Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of
gratuity payable on retirement/termination is the employees last drawn basic salary per month computed
proportionately for 15 days salary multiplied for the number of years of service. The gratuity plan is a
funded plan and is administered through group gratuity scheme with Life Insurance Corporation of India.

220
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

I The amounts recognised in balance sheet and movements in the net benefit obligation over the
year are as follows :

Particulars Present value Fair value of Net amount

of obligation plan assets
April 1, 2023 487.42 (359.95) 127.47
Current service cost 103.39 - 103.39
Past service cost - - -
Interest expense/(income) 35.66 (26.33) 9.32
Total amount recognised in Profit or Loss 139.05 (26.33) 112.72
Return on plan assets - (8.30) (8.30)
(Gain)/loss from experience change 80.61 - 80.61
(Gain)/loss from demographic change (8.53) - (8.53)
(Gain)/loss from change in financial assumption 7.01 - 7.01
Total amount recognised in Other 79.09 (8.30) 70.79
Employer contributions - (7.94) (7.94)
Benefits paid (112.64) 112.64 -
March 31, 2024 592.92 (289.88) 303.04

Particulars Present value Fair value of Net amount

of obligation plan assets
April 1, 2024 592.92 (289.88) 303.04
Current service cost 134.25 - 134.25
Past service cost - - -
Interest expense/(income) 42.36 (20.71) 21.65
Total amount recognised in Profit or Loss 176.61 (20.71) 155.90
Return on plan assets - 3.49 3.49
(Gain)/loss from experience change 19.75 - 19.75
(Gain)/loss from demographic change 46.01 - 46.01
(Gain)/loss from change in financial assumption 14.42 - 14.42
Total amount recognised in Other 80.18 3.49 83.67
Comprehensive Income
Employer contributions - (5.67) (5.67)
Benefits paid (68.62) 68.62 -
March 31, 2025 781.09 (244.15) 536.94

II The net liability disclosed above relates to funded plans are as follows :

Particulars As at As at
March 31, 2025 March 31, 2024
Present value of funded obligation 781.09 592.92
Fair value of plan assets (244.15) (289.88)
Deficit 536.94 303.04

221
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

III Significant actuarial assumptions

Particulars As at As at
March 31, 2025 March 31, 2024
Discount rate 6.95% 7.15%
Salary growth rate 5.00% 5.00%
Expected return on plan assets 6.95% 7.15%
Withdrawal rate
Service greater than 4 years 4.00% 4.00%
Service less than 4 years 35.00% 45.00%
Expected average remaining working lives of employees (in years) 7.9 5.64

IV Sensitivity of actuarial assumptions

The sensitivity of defined obligation to changes in the weighted principal assumptions is:

Assumption Impact on defined benefit

obligation
As at As at
March 31, 2025 March 31, 2024
Discount rate
1 % increase (73.95) (53.73)
1 % decrease 87.22 62.80
Salary growth rate
1 % increase 84.42 60.93
1 % decrease (73.81) (53.60)
Withdrawal rate
1 % increase 5.89 5.15
1 % decrease (7.75) (6.50)

The above sensitivity analysis are based on a change in an assumption while holding all the
other assumptions constant. In practice, this is unlikely to occur, and changes in some of the
assumptions may be corelated. When calculating the sensitivity of the defined benefit obligation
to significant actuarial assumptions the same method (present value of the defined benefit
obligation calculated with the projected unit credit method at the end of the reporting period) has
been applied as when calculating the defined benefit liability recognised in the balance sheet.
The methods and types of assumptions used in preparing the sensitivity analysis did not change
compared to the prior period.

V Projected benefits payable from the fund in future years from the date of reporting:

Particulars As at As at
March 31, 2025 March 31, 2024
Less than a year 51.45 43.83
Between 2 to 5 years 238.14 185.80
Between 6 to 10 years 342.05 254.72
More than 10 years 1,278.99 932.47
Total 1,910.63 1,416.82

The weighted duration of the defined benefit obligation is 11 years. (March 31, 2024 : 10 years)
The Company expects to contribute ` 716.65 lakhs (March 31, 2024 ` 420.83 lakhs) during the next year
towards planned assets.

222
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

VI The major categories of plan assets are as follows:

Particulars As at As at
March 31, 2025 March 31, 2024
Funds managed by insurer 100% 100%

VII Risk Exposure

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory
framework which may vary over time. Thus, the Company is exposed to various risks in providing the
above gratuity benefit which are as follows:
Interest Rate risk: The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates
will result in an increase in the ultimate cost of providing the above benefit and will thus result in an
increase in the value of the liability (as shown in financial statements).
Liquidity Risk: This is the risk that the Company is not able to meet the short-term gratuity payouts. This
may arise due to non availability of enough cash / cash equivalent to meet the liabilities or holding of
illiquid assets not being sold in time.
Salary Escalation Risk: The present value of the defined benefit plan is calculated with the assumption of
salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for
plan participants from the rate of increase in salary used to determine the present value of obligation will
have a bearing on the plan’s ability.
Demographic Risk: The Company has used certain mortality and attrition assumptions in valuation of the
liability. The Group is exposed to the risk of actual experience turning out to be worse compared to the
assumption.
Regulatory Risk: Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity
Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher
gratuity payouts (e.g. Increase in the maximum limit on gratuity of ` 20,00,000).
C Compensated absence
The leave obligations cover the Company’s liability for privilege leave which are as follows :

Particulars As at As at
March 31, 2025 March 31, 2024
Expenses recognised in the Statement of Profit and Loss 108.32 55.89
Non-current leave obligations expected to be settled after 240.59 159.11
12 months
Current leave obligations expected to be settled within the next 12 130.85 104.01
months

17 Other current liabilities

Particulars As at As at
March 31, 2025 March 31, 2024
Statutory dues payable 624.81 544.50
Advance from :
- From customers 21.03 6.90
- From related party (Refer note 27) 286.84 183.99
Contract liability - unearned revenue (Refer note 18(d)) 25.42 -
Total 958.10 735.39

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Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

18 Revenue from Operation

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Revenue from Contract with Customers
Sale of services
- Professional services 38,107.58 34,595.20
Revenue from Operations 38,107.58 34,595.20

a) Disaggregate revenue information

The table below presents disaggregated revenues from contracts with customers by geographical region
type. The Company believes that this disaggregation best depicts how the nature, amount of our revenues
and cash flows are affected by industry, market and other economic factors.

The payment terms of the Company are upto 60 days.

Revenue from operations Year ended Year ended

March 31, 2025 March 31, 2024
Within India 26,446.87 23,022.71
Outside India
- USA 5,689.52 5,099.81
- Europe 2,609.31 2,971.50
- Others* 3,361.88 3,501.18
Total 38,107.58 34,595.20

*includes Canada and the United Kingdom.

b) Reconciliation of revenue recognised with contract price

Particulars March 31, 2025 March 31, 2024

Contract Price 38,325.56 34,859.11
Less: Discounts (217.98) (263.91)
Revenue from operations 38,107.58 34,595.20

c) Aggregate amount of transaction price allocated to contract that are partially unsatisfied as at
reporting date

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Aggregate amount of transaction price allocated to contract 25.42 -
that are unsatisfied as at reporting date

Note:
Management expects that entire transaction price allocated to the unsatisfied contracts as of March 31,
2025, will be recognised as revenue during the next reporting period. All other contracts are for period
of one year or less or are billed based on time incurred. As permitted under Ind AS 115, the transaction
price allocated to these unsatisfied contracts is not disclosed.

224
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

d) Movement in contract liabilities

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Opening balance 190.89 58.28
Changes on account of:
Consideration received from customer - work yet to be 307.87 190.89
performed
Revenue recognised in the year that was included in advance (190.89) (58.28)
from customers
Invoicing done but revenue to be recognised 25.42 -
Total 333.29 190.89

Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction
price yet to be recognized as at the end of the reporting period and an explanation as to when the
Company expects to recognize these amounts in revenue.

Applying the practical expedient as given in Ind-AS 115 Revenue from contract with customers, the
Company has not disclosed the remaining performance obligation related disclosures for contracts where
the revenue recognized corresponds directly with the value to the customer of the entity’s performance
completed to date, typically those contracts where invoicing is on time and material basis. Remaining
performance obligations estimates are subject to change and are affected by several factors, including
terminations, changes in the scope of contracts, periodic revalidations, adjustment for revenue that has
not materialized and adjustments for currency.

The aggregate value of performance obligations that are completely or partially unsatisfied as of March
31, 2025, other than those meeting the exclusion criteria mentioned above, is ` 25.42 lakhs. Out of this,
the Company expects to recognize revenue of around 100% within the next one year. This includes
contracts that can be terminated for convenience without a substantive penalty, since based on current
assessment, the occurrence of the same is expected to be remote.

19 Other income
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Interest income under the effective interest method from financial
assets carried at amortised cost
- Interest on bank deposits 530.92 284.06
- Interest income on security deposits 36.93 40.07
Interest on income tax refunds 16.66 193.62
Net profit on disposal of property, plant and equipment 2.60 33.01
Net gains on foreign currency transactions and translations 86.83 71.92
Management fees from related parties (Refer note 27) 351.50 260.95
Recruitment fees from related parties (Refer note 27) 52.71 63.83
Miscellaneous income 40.21 80.56
Total 1,118.36 1,028.02

225
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

20 Employee benefits expense

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Salaries and wages
- Salaries, wages and incentives* 26,786.67 23,535.54
- Gratuity Expenses (Refer note 16) 155.91 112.72
Contributions to provident and other funds (Refer note 16)
- Contributions to provident fund and Employee State Insurance 1,228.44 1,151.25
Corporation scheme
- Social security and other benefit plans for overseas employees 226.43 192.21
Employee share based payment expense (Refer note 33) 143.00 533.69
Staff welfare expenses 56.76 254.59
Total 28,597.21 25,780.00

Note:

* Based on its assessment and precedence for research and development expenditure credit available in the United
Kingdom, the Company has recognised for such incentive on accrual basis for the current year to the extent of ` 171.33 lakhs
(Previous year: ` 183.96 lakhs). The Company is in the process of filing claim with the Authorities. There are no unfulfilled
conditions for such grant.

21 Finance costs
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Interest expense on financial liabilities measured at amortised cost
Interest on borrowings - 4.42
Interest on Lease Liabilities 270.57 138.36
Interest on dues of micro enterprises and small enterprises - 1.32
Total 270.57 144.10

22 Depreciation and amortization expense

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Depreciation on property, plant and equipment (refer note 3) 297.19 367.40
Amortisation of intangible assets (refer note 4) 74.81 90.58
Depreciation of right-of-use Assets (refer note 28) 986.54 831.68
Total 1,358.54 1,289.66

23 Other expenses
Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Sub-contracting cost 1,565.56 883.64
Water power and fuel 159.65 208.24
Rent 91.16 115.10
Software Expenses 1,014.61 1,160.63
Legal and professional charges 296.84 310.67
Travelling and conveyance 692.26 476.37

226
 01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Insurance 75.82 75.22
Repairs and maintenance -
- Others 213.34 225.81
Office Expenses 58.54 93.41
Director sitting fees (Refer note 27) 15.25 18.80
Loss allowance 11.49 3.00
Bad debts written off 0.08 -
Communication expenses 69.76 66.73
Rates and taxes 86.32 61.69
Advertisement and sales promotion 24.09 19.89
Payment to auditors (Refer note 24(a)) 36.81 38.59
Marketing Fees Expenses (Refer note 27) 998.12 729.95
Management Fees Expenses 20.42 11.81
CSR Expenditure (Refer note 24(b)) 47.98 32.90
Miscellaneous Expenses 225.79 152.24
Total 5,703.89 4,684.69

24(a) Payment to auditors

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Statutory Audit 29.00 29.00
Limited reviews 3.00 3.00
Fees for certificates 2.00 2.00
Reimbursement of out of pocket expenses 2.81 4.59
Total 36.81 38.59

24(b) Corporate Social Responsibility (CSR)

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
Amount approved by Board required to be spent during the year 47.98 32.90
Amount spent during the year on various projects 47.98 32.90
Amount required to be spent as per Section 135 of Companies Act, 47.98 32.90
2013
Amount spent during the year on:
(i) Construction of an asset - -
(ii) on purposes other than (i) above 47.98 32.90
Accrual towards unspent obligations in relation to:
- Ongoing Project - -
- Other than ongoing Project - -

* Calculated at 2% of the average net profits of the Company during the immediately preceeding 3 years

227
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

For the year ended March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Nature of CSR expenses
Promoting Education and Healthcare activities (i.e. eradicating hunger and conservation of natural resources)

Note:
There are no ongoing CSR projects or excess/short expense to be incurred as on balance sheet date. Therefore,
relevant disclosures are not given.

25 Earnings per share (EPS)

Particulars Year ended Year ended
March 31, 2025 March 31, 2024
(a) Basic earnings per share
Net Profit attributable to equity shareholders of the company 2,438.35 2,773.10
Weighted average number of Equity Shares 22,620,242 22,424,035
Basic Earnings per share 10.78 12.37
(b) Diluted earnings per share
Net Profit attributable to equity shareholders of the company 2,438.35 2,773.10
Weighted average number of Equity Shares (including potential 22,920,050 22,909,007
shares)
Diluted Earnings per share 10.64 12.10
(c) Weighted Average number of shares used as denominator
Issued equity share capital at the beginning of the year 22,519,570 22,305,270
Add: Effect of employee share options exercised 100,672 118,765
Add: Conversion of share warrants - -
Weighted average number of equity shares used as a 22,620,242 22,424,035
denominator in calculating basic earnings per share
Adjustments for calculating diluted earnings per share :
Dilutive impact of employee stock options 299,807 484,971
Weighted average number of equity shares and potential 22,920,049 22,909,006
shares used as a denominator in calculating diluted earnings
per share

26 Contingencies and commitments

a) Contingent liabilities

Particulars As at As at
March 31, 2025 March 31, 2024
Claims against the Company not acknowledged as debts
Income-tax matters - 190.15
Total - 190.15

Note:
Income tax matters as at March 31, 2024 comprised of demand for the ongoing assessments pertaining to
AY 2022-23 and AY 2023-24.
Based on the management assessment, the probability of these matters is remote. Hence, the same are not
carried forward under Contingent Liabilities. Further, there won’t be any outflow as the the assessing officer
has adjusted the refund receivable pertaining to these years.
The Company assessed demand notices for tax matters received during the year. Based on its evaluation, the
likelihood of any liability arising from such notices are remote and hence the same are not disclosed under
contingent liability as at 31 March 2025.

228
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

b) Capital commitments
i) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not
provided for is ` 786.07 lakhs (March 31, 2024 : ` 1.88 lakhs).

c) Financial Guarantees given - ` Nil (March 31, 2024 : ` Nil)

27 Related party transactions

a. Entity having significant influence
1 JHM Enterprises Private Limited
2 Infinity Direct Holdings, Mauritius
3 Infinity Portfolio Holdings, Mauritius (w.e.f. September 27, 2024)

b. Subsidiaries

Sr. Name of the entity Place of business/ Ownership Interest

Country of
March 31, 2025 March 31, 2024
Incorporation
1 Onward Technologies Inc. The United States of 100.00% 100.00%
America
2 Onward Technologies GmbH Germany 100.00% 100.00%
3 Onward Technologies Canada Inc. Canada 100.00% 100.00%
4 Onward Technologies B.V. Netherland 100.00% 100.00%
5 OT Park Private Limited India 100.00% 100.00%

C. Key Management Personnel:

1 Mr. Harish Mehta (Executive Chairman)
2 Mr. Jigar Mehta (Managing Director)
3 Mr. Parish Meghani (Independent Director) - (Upto July 20, 2023)
4 Mr. Rahul Rathi (Independent Director) - (Upto July 20, 2023)
5 Mr. Jay Sonawala (Independent Director)
6 Mr. Subrata Kumar Mitra (Independent Director) - (Upto July 20, 2023)
7 Mr. Harsha Raghavan (Additional Director)
8 Ms. Niranjani Chandramouli (Independent Director)
9 Mr. Dhanpal Jhaveri (Independent Director) - (w.e.f. May 12, 2023)
10 Mr. Jai Diwanji (Independent Director) - (w.e.f. May 12, 2023)
11 Mr. Pawankumar Nathani (Chief Financial Officer) - (w.e.f. May 12, 2023)
12 Ms. Shama Pawar (Company Secretary) - (Upto June 15, 2023)
13 Mr. Vinav Agarwal (Company Secretary) - (w.e.f October 20, 2023)

d. Entities controlled by Key Management Personnel

1 JHM Enterprises Private Limited
2 PHM Growth Private Limited
3 Desai & Diwanji

e. Relatives of Key Management Personnel

1 Ms.Heral Mehta
2 Ms.Prachi Mehta

229
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

27 I Related party transactions:

Related Party Nature of transaction March 31, 2025 March 31, 2024
Entity having significant influence
JHM Enterprises Private Limited Dividend paid 379.89 266.93
Infinity Direct Holdings, Mauritius Dividend paid 195.00 162.00
Entities controlled by Key
Management Personnel
PHM Growth Private Limited Rent expense 51.03 41.58
Reimbursement of expenses 8.36 8.01
paid
Reimbursement of expenses 0.30 -
received
Desai & Diwanji Professional fess 3.36 3.03
Subsidiaries
Onward Technologies Inc. Reimbursement of expenses 56.57 69.34
received
Reimbursement of expenses 121.74 52.46
paid
Revenue from operations 5,689.52 5,047.83
Income from management 190.03 191.55
fees
Income from recruitment fees 15.42 53.01
Management fees expenses 20.42 11.81
Marketing fees expenses 513.15 213.19
Professional fees - technical 296.23 -
ESOP expenses for employees (5.91) (4.20)
of subsidiary
Onward Technologies GmbH Reimbursement of expenses 5.32 12.39
paid
Reimbursement of expenses 34.37 -
received
Revenue from operations 2,303.30 2,696.19
Income from management 116.19 64.74
fees
Income from recruitment fees 9.92 5.96
Marketing fees expenses 443.92 411.56
ESOP expenses for employees (12.86) 13.04
of subsidiary
Onward Technologies Canada Inc. Reimbursement of expenses 28.39 4.07
received
Reimbursement of expenses 2.52 5.48
paid
Revenue from operations - 395.80
Income from management 23.07 4.66
fees
Income from recruitment fees 27.37 -
Marketing fees expenses - 71.36

230
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Related Party Nature of transaction March 31, 2025 March 31, 2024
Onward Technologies B.V. Revenue from operations 131.18 146.20
Marketing fees expenses 41.05 33.80
Income from recruitment fees - 4.86
Income from management 22.21 -
fees
Reimbursement of expenses - 6.91
paid
Reimbursement of expenses 1.53 -
received
OT Park Private Limited Rent and Maintenance expense 222.50 194.39
Reimbursement of expenses 28.45 36.83
paid
Reimbursement of expenses 1.15 50.77
received
Key management personnel
Mr. Harish Mehta (Executive Short term employee benefits 372.24 385.53
Chairman) Dividend paid 10.83 6.50
Mr. Jigar Mehta (Managing Director) Short term employee benefits 384.16 354.40
Dividend paid 18.81 17.29
Mr. Pawankumar Nathani (Chief Short term employee benefits 48.80 43.22
Financial Officer) - (w.e.f. May 12,
2023)
Ms. Shama Pawar (Company Short term employee benefits - 5.74
Secretary) - (Upto June 15, 2023)
Mr. Vinav Agarwal (Company Short term employee benefits 19.26 10.01
Secretary) - (w.e.f October 20, 2023)
Mr. Parish Meghani (Independent Dividend paid - 9.46
Director) - (Upto July 20, 2023) Director sitting fees - 1.35
Mr. Jay Sonawala (Independent Dividend paid 0.03 0.02
Director) Director sitting fees 5.00 5.15
Mr. Rahul Rathi (Independent Director sitting fees - 1.25
Director) - (Upto July 20, 2023)
Mr. Subrata Kumar Mitra Director sitting fees - 2.05
(Independent Director) - (Upto July
20, 2023)
Ms. Niranjani Chandramouli Director sitting fees 4.00 3.45
(Independent Director)
Mr. Dhanpal Jhaveri - (w.e.f. May 12, Director sitting fees 3.85 3.90
2023)
Mr. Jai Diwanji - (w.e.f. May 12, 2023) Director sitting fees 2.40 1.65
Relatives of Key Management
Personnel
Ms.Heral Mehta Dividend paid 12.15 6.56
Ms.Prachi Mehta Dividend paid 7.50 4.05

All transactions with these related parties are priced on an arm length basis.
Donation in relation to Corporate social responsibility of ` 15 Lakhs (March 31,2024 :10 Lakhs) was made to a
trust in which a director is interested.

231
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

27 Related party transactions:

II Outstanding Balances

Related Party Related Party March 31, 2025 March 31, 2024
Entities controlled by Key
Management Personnel
PHM Growth Private Limited Trade Payables - 0.14
Lease liabilities 92.49 60.34
Security Deposits 18.82 18.82
Subsidiaries
Onward Technologies Inc. Trade Receivables 936.97 787.08
Trade Payables 680.63 293.73
Advance to suppliers - 7.84
Receivable for employee stock 4.75 10.67
options provided
Onward Technologies GmbH Trade Receivables 705.61 976.84
Trade Payables 250.80 178.04
Payable for employee stock 4.31 8.55
options provided
Advance to suppliers - 1.22
Onward Technologies Canada Inc. Trade Receivables - -
Trade Payables 28.27 29.10
Advance to suppliers - 0.01
Advance from customers 286.84 182.34
Onward Technologies B.V. Trade Receivables 21.79 4.10
Trade Payables 6.02 8.14
Advance to suppliers - 2.60
Advance from customers - 1.65
OT Park Private Limited Lease liabilities 707.11 844.26
Security Deposits 83.20 83.20
Trade Payables 325.94 407.99
Trade Receivables - 36.84
Advance to suppliers - 11.21
Key management personnel
Mr. Harish Mehta (Executive Short term employee benefits 54.69 59.88
Chairman) payable
Post employment benefits - -
payable
Mr. Jigar Mehta (Managing Director) Short term employee benefits 218.49 58.88
payable
Post employment benefits 10.55 10.07
payable
Mr. Pawankumar Nathani (Chief Short term employee benefits 4.03 4.73
Financial Officer) - (w.e.f. May 12, payable
2023) Post employment benefits 0.56 -
payable
Mr. Vinav Agarwal (Company Short term employee benefits 1.64 1.49
Secretary) - (w.e.f October 20, 2023) payable
Post employment benefits 0.20 -
payable

232
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

III Terms and conditions for outstanding balances
Transactions related to dividends and subscriptions for new equity shares were on the same terms and
conditions that applied to others.
Transactions related to services rendered and other transactions were made on normal commercial terms
and conditions, in the normal course of business.
All outstanding balances are unsecured and payable in cash.

28 Right-of-use assets and lease liabilities:

(i) Amounts Recognised in the balance sheet :

Particulars As at As at
March 31, 2025 March 31, 2024
Right-of-use assets
Buildings 2,743.20 2,590.05
Lease Liabilities
Current 919.41 834.57
Non Current 1,932.11 1,802.40
Total 2,851.52 2,636.97

Extension and termination options are included in a number of property across company. These are used
to maximise operational flexibility in terms of managing the assets used in the company’s operations.
(ii) Additions to Right of use assets
Additions to the right-of-use assets during the year were ` 1,139.68 lakhs (March 31, 2024: ` 2,072.14
lakhs).
(iii) Amounts Recognised in the Statement of Profit and Loss

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Interest Expenses (included in finance cost) 270.57 138.36
Expense relating to short-term leases (included in other expenses) 91.16 115.10
Depreciation of right-of-use Assets 986.54 831.68
Total 1,348.27 1,085.14

The total cash outflow for leases for the year ended March 31, 2025 was ` 1,122.25 lakhs (March 31, 2024
: ` 977 lakhs)

29 Fair value measurements - financial instruments

Financial instruments by category

Particulars March 31, 2025 March 31, 2024

FVTPL Amortised cost FVTPL Amortised cost
Financial assets
Trade receivables - 8,439.65 - 7,054.08
Cash and cash equivalents - 1,868.39 - 2,144.63
Other bank balances - 37.71 - 27.09
Derivative financial assets 3.54 - 24.93 -
Other financial assets - 8,609.09 - 6,845.39
Total financial assets 3.54 18,954.84 24.93 16,071.19

233
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars March 31, 2025 March 31, 2024

FVTPL Amortised cost FVTPL Amortised cost
Financial liabilities
Lease Liabilities - 2,851.52 - 2,636.97
Trade payables - 1,907.25 - 1,589.42
Other financial liabilities - 2,359.87 - 1,741.63
Total financial liabilities - 7,118.64 - 5,968.02

The Company has not disclosed the fair value for financial instruments such as trade receivables, cash and
cash equivalents, other Bank balances, other financial assets and financial liabilities because their carrying
amounts are a reasonable approximation of fair value, due to their short-term nature. Fair value of long-term
financial assets and financial liabilities carried at amortized cost is not materially different from the carrying
amount.

i) Fair value hierarchy

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

Financial assets and liabilities measured at fair Level 1 Level 2 Level 3 Total
value - recurring fair value measurements
At March 31, 2025
Financial assets
Derivative financial instrument not designated as
hedges
Foreign exchange forward contracts - 3.54 - 3.54
At March 31, 2024
Financial assets
Derivative financial instrument not designated as
hedges
Foreign exchange forward contracts - 24.93 - 24.93

Level 1: hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of derivatives is determined using valuation techniques which maximise the use of
observable market data and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in Level 2

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

There are no transfer between levels.

ii) Valuation technique used to determine fair value

Specific valuation techniques used to value financial instruments include:
- Foreign currency forward contracts - based on bank confirmation at the balance sheet date.

234
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

iii) Valuation process
Changes in level 2 and level 3 fair values are analysed at the end of each reporting period during the quarterly
valuation discussion between the finance team. As part of this discussion the team presents a report that
explains the reason for the fair value movements.

30 Financial risk management

The Company’s activities expose it to market risk, liquidity risk and credit risk. The Company’s Board of
Directors and Audit Committee oversees the activities to manage these risks.. All derivative activities for
risk management purposes are carried out by personnel with requisite knowledge, skills and experience.
It is the Company’s policy that no trading in derivatives for speculative purposes should be undertaken.
The Risk Management policies of the Company are established to identify and analyse the risks faced by
the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk
management policies and systems are approved and reviewed regularly by the Board to reflect changes in
market conditions and the Company’s activities. Management has overall responsibility for the establishment
and oversight of the Company’s risk management framework. The risks to which Company is exposed and
related risk management policies are summarised below.

(A) Credit risk

(I) Credit risk management
The Company is exposed to credit risk from its operating activities (primarily trade receivables and
unbilled receivables) and from deposits with banks and other financial instruments. For banks and
other financial institutions, only high rated banks/ financial institutions are accepted. The balances
with banks, security deposits are subject to low credit risk and the risk of default is negligible or nil.
Hence, no provision considered necessary for expected credit loss for credit risk arising from these
financial assets other than trade receivables. The Company considers the probability of default upon
initial recognition of asset and whether there has been a significant increase in the credit risk on an
ongoing basis throughout each reporting period. To assess whether there is a significant increase
in credit risk the Company compares the risk of a default occurring on the asset as at the reporting
date with the risk of default as at the date of initial recognition. It considers available reasonable
and supportive forward-looking information, for e.g., external credit rating (to the extent available),
actual or expected significant adverse changes in business, financial or economic conditions that are
expected to cause a significant change to borrower’s ability to meet its obligations.
Exposure to credit risk: The carrying amount of financial assets represent the maximum credit
exposure.

Trade Receivables
The credit risk from customer receivables is recorded and monitored on an ongoing basis.
Responsibilities and duties relating to credit risk assessment are governed by an internal directive.
This mainly includes factors such as stipulation of payment terms, fixing of credit limits, release
of deliveries, and receivables monitoring. The credit risk is considered low given the sound credit
ratings and past history of timely payments being made by the customers. Customer specific events/
information is considered while assessing the adequacy of provision as on balance sheet date.

Reconciliation of loss allowance provision

Loss allowance on April 1, 2023 12.25

Additional loss allowance provision made 3.00
Provision utilised -
Loss allowance on March 31, 2024 15.25
Additional loss allowance provision made 11.49
Loss allowance on March 31, 2025 26.74

235
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The following table provides information about the exposure to credit risk and ECLs for trade receivables
(billed) for corporate customers as at March 31, 2025.

Ageing Bucket Balance Weighted Loss Balance Weighted Loss

Outstanding Average Allowance Outstanding Average Allowance
as at March Loss Rate as at March as at March Loss Rate as at March
31, 2025 31, 2025 31, 2024 31, 2024
Not due 4,399.72 0.05% 2.09 3,697.57 0.10% 3.61
0 to 90 days 1,137.65 0.15% 1.68 937.29 0.18% 1.68
90 to 180 days 335.91 0.24% 0.81 82.68 0.96% 0.80
180 to 270 days 15.20 10.21% 1.55 24.34 7.68% 1.87
270 to 360 days 7.36 64.77% 4.77 16.26 44.85% 7.29
360 to 450 days 13.76 42.73% 5.88 - 0.00% -
More than 450 days 18.27 54.54% 9.96 - 0.00% -
Total 5,927.87 26.74 4,758.14 15.25

Exposure to unbilled receivables is ` 2,538.52 lakhs (31 March 2024 : ` 2,311.19 lakhs). Loss allowance on
unbilled receivable is considered to be insignificant.

Refer note 30(C)(I)(i) for exposure to respective foreign currencies which is consistent with the location of the
customer.

Financial assets at fair value through profit or loss

The company is also exposed to credit risk in relation to forward contract that are measured at fair value
through profit or loss. The maximum exposure at the end of the reporting period is the carrying amount of
these investments and contracts ` 3.54 lakhs (March 31, 2024 : ` 24.93 lakhs).

(B) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and
the availability of funding through an adequate amount of committed credit facilities to meet obligations
when due. Due to the dynamic nature of the underlying business, the Company maintains flexibility in
funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the company liquidity position (comprising the undrawn
borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows. This is
generally carried out at local level in the operating companies in accordance with practice and limits set
by the company. These limits vary by location to take into account the liquidity of the market in which
the entity operates. In addition, the company liquidity management policy involves projecting cash
flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring
balance sheet liquidity ratios against internal and external regulatory requirements and maintaining
debt covenants.

(I) Financing arrangements

The Company has access to the following undrawn borrowing facilities at the end of the reporting
period:

Particulars As at As at
March 31, 2025 March 31, 2024
Floating rate
- Expiring within one year (bank overdraft and other facilities) 400.00 2,250.00
Total 400.00 2,250.00

236
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The bank overdraft facilities may be drawn at any time and may be terminated by the bank without
notice. Subject to the continuance of satisfactory credit ratings, the bank loan facilities may be drawn
at any time in `.

(II) Maturities of financial liabilities

The following are the remaining contractual maturities of financial liabilities at the reporting date
and that the amounts are gross and undiscounted, and include contractual interest payments and
exclude the impact of netting agreements.

The tables below analyse the Company’s financial liabilities into relevant maturity group based on
their contractual maturities for :

March 31, 2025 Carrying Upto 1 year 1-3 years >3 years
value
Trade Payables 1,907.25 1,907.25 - -
Payable for purchase of Property, Plant 33.67 33.67 - -
and Equipment
Lease Liabilities (Refer note below) 2,851.52 - - -
Unpaid Dividend 37.71 37.71 - -
Employee Benefit Payable 2,284.18 2,284.18 - -
Total 7,114.33 4,262.81 - -

March 31, 2024 Carrying Upto 1 year 1-3 years >3 years
value
Trade Payables 1,589.42 1,589.42 - -
Payable for purchase of Property, Plant 9.24 9.24 - -
and Equipment
Lease Liabilities (Refer note below) 2,636.97 - - -
Unpaid Dividend 27.09 27.09 - -
Employee Benefit Payable 1,705.30 1,705.30 - -
Total 5,968.02 3,331.05 - -

(III) Maturities of lease liabilities

March 31, 2025 Carrying Before 3 3-6 6 - 12 1-3 3-5 Above

value months Months Months years years 5 years
Lease Liabilities 2,851.52 233.58 235.76 450.07 1,897.34 34.77 -

March 31, 2024 Carrying Before 3 3-6 6 - 12 1-3 3-5 Above

value months Months Months years years 5 years
Lease Liabilities 2,636.97 28.10 234.10 572.37 1,416.69 385.71 -

237
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(C) Market risk
I) Foreign currency risk
The company operates internationally and thereby is exposed to foreign exchange risk arising from
foreign currency transactions, primarily with respect to the USD, Euro, GBP, CAD and AUD. Foreign
exchange risk arises from future commercial transactions and recognised assets denominated in a
currency that is not the company’s functional currency (`). The risk is measured through forecast of
foreign currency transactions.

The Company has a policy to maintain forex exposure on the books at reasonable levels considering
forecast of transactions in next 12 months and natural hedge through foreign currency payables. As
per the risk management policy, foreign exchange forward contracts are taken to hedge its exposure
in the foreign currency risk. When a forward contract is entered into for the purpose of hedge, the
Company negotiates the terms of those derivatives to match the terms of the underlying exposure.
For hedges of forecast transactions the derivatives cover the period of exposure from the point the
cash flows of the transactions are forecasted up to the point of settlement of the resulting receivable
that is denominated in the foreign currency.

i) Foreign currency risk exposure

The Company’s exposure to foreign currency risk at the end of the reporting period expressed in `,
are as follows :-

Particulars March 31, 2025 March 31, 2024

USD Euro GBP CAD AUD USD Euro GBP CAD AUD
Financial
assets-current
Trade 948.21 631.06 539.48 - 10.11 785.39 980.25 492.98 - 10.02
receivables
(includes
related parties)
Bank balances 87.69 254.06 - - 242.03 - -
Other financial - - 9.21 - - 9.42
asset
Other 4.75 18.51 12.37 - 0.01 -
Receivables
from Related
Party
Exposure 1,040.65 631.06 802.75 - 10.11 803.90 992.62 744.43 0.01 10.02
to foreign
currency risk
(assets)
Derivative
instruments*
Gross 1,190.84 564.10 87.98 - - 1,483.57 888.89 603.81 - -
outstanding
amount
of Foreign
exchange
forward
contracts -
Sell foreign
currency
Financial
liabilities-
current
Lease liabilities - - 53.73 - - - - 53.87 - -

238
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars March 31, 2025 March 31, 2024

USD Euro GBP CAD AUD USD Euro GBP CAD AUD
Trade payables 680.63 256.82 - 28.27 - 117.99 186.18 143.91 29.10 -
Other Payable - 4.31 - - -
to Related
Party
Other financial - - 4.81 - - - - - - -
liabilities
Exposure 680.63 261.13 58.54 28.27 - 117.99 186.18 197.78 29.10 -
to foreign
currency risk
(liabilities)
Net assets/ 360.02 369.93 744.21 (28.27) 10.11 685.91 806.45 546.65 (29.09) 10.02
(liabilities)

* amount disclosed is contract value, computed using forward rate, outstanding as on balance
sheet date. These contracts have been marked to market as on balance sheet date and recorded
accordingly. (Also, refer note 37)

ii) Sensitivity
The sensitivity of profit and loss to changes in the exchange rates arises mainly from foreign currency
denominated financials instruments:

Particulars Impact on Profit after tax Impact on Equity

March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
USD sensitivity
`/USD - Increase by 5% 18.00 34.30 18.00 34.30
(March 31, 2024 - 5%)
`/USD - Decrease by (18.00) (34.30) (18.00) (34.30)
5% (March 31, 2024 -
5%)
EURO sensitivity
`/Euro - Increase by 5% 18.50 40.32 18.50 40.32
(March 31, 2024 - 5%)
`/Euro - Decrease by (18.50) (40.32) (18.50) (40.32)
5% (March 31, 2024 -
5%)
GBP sensitivity
`/GBP - Increase by 5% 37.21 27.33 37.21 27.33
(March 31, 2024 - 5%)
`/GBP - Decrease by (37.21) (27.33) (37.21) (27.33)
5% (March 31, 2024 -
5%)
CAD sensitivity
`/CAD - Increase by 5% (1.41) (1.45) (1.41) (1.45)
(March 31, 2024 - 5%)
`/CAD - Decrease by 1.41 1.45 1.41 1.45
5% (March 31, 2024 -
5%)
AUD sensitivity

239
Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

Particulars Impact on Profit after tax Impact on Equity

March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
`/AUD - Increase by 5% 0.51 0.50 0.51 0.50
(March 31, 2024 - 5%)
`/AUD - Decrease by (0.51) (0.50) (0.51) (0.50)
5% (March 31, 2024 -
5%)

31 Capital Management
a) Risk management
The Company’s objectives when managing capital are to safeguard their ability to continue as a
going concern, so that they can continue to provide returns for shareholders and benefits to other
stakeholders, and maintain an optimal capital structure to reduce the cost of capital. For the purpose
of the Company’s capital management, capital includes issued equity capital and all other equity
reserves attributable to the equity holders of the parent. The primary objective of the Company’s capital
management is to maximise the shareholders value and ensure that adequate growth capital is available.
In order to achieve this objective, the Company’s capital management, amongst other things, aims to
ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that
define capital structure requirements. Management also look for the opportunities to raise the capital for
the purpose of future growth.

No changes were made in the objectives, policies or processes for managing capital during the years
ended March 31, 2025 and March 31, 2024.

The gearing ratios were as follows:

Particulars March 31, 2025 March 31, 2024

Net Debt - -
Total Equity 20,157.48 18,755.17
Net Debt to Equity Ratio 0.00% 0.00%

There are no outstanding debts.

(i) Loan Covenants

There are no borrowing outstanding as at balance sheet date.

32 Dividends
Particulars March 31, 2025 March 31, 2024
i) Equity shares
Final Dividend for the year ended March 31, 2024 of ` 5 (March 31, 1,130.16 671.15
2023: ` 3) per fully paid share
ii) Dividends not recognised at the end of reporting period 1,134.28 1,125.98
The Directors have recommended the payment of a final
dividend of ` 5 per fully paid equity share (March 31, 2024 ` 5 per
equity share). This proposed dividend is subject to approval of
shareholders in the ensuing annual general meeting.

240
 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

33 Share-based payments
Employee Stock Option Plan
The Company instituted the 2009 plan and 2019 Plan (Schemes) for eligible employees in pursuance of a
special resolution approved by the shareholders at the extraordinary general meeting held on August 31,
2009 and July 25, 2019 respectively. The schemes covers grant of options to specified permanent employees
of the Company as well as its subsidiaries.
Pursuant to schemes, the Company has granted options to eligible employees at an exercise price of ` 10 per
equity share of ` 10 each and of ` 20 per equity share of ` 10 each respectively for 2009 and 2019 Plan. Under
the term of schemes, the vesting period shall commence on the expiry of one year from the date of grant of
the options to the employees and it will be spread equally over 4 years. Total option will vest equally over the
period of four years on last day of each year. The employee stock options granted shall be capable of being
exercised within a period of one year from the date of vesting the options, they would be exercisable by the
option holder and the shares arising on exercise of such options shall not be subject to any lock-in period.
When exercisable, each option is convertible into four equity share of the Company. Further, in the case of
termination of employment, all non-vested options would stand cancelled. Options that have vested but have
not been exercised within the time prescribed as mentioned above, failing which they would lapse.

Set out below is the summary of the options granted under the plan :

Particulars March 31, 2025 March 31, 2024

No. of Options Average No. of Options Average
exercise price exercise price
per share per share
option (`) option (`)
Opening Balance 116,425 19.85 115,100 18.95
Granted during the year - - 69,100 20.00
Forfeited/ cancelled during the year - - - -
Lapsed during the year (31,000) 20.00 (14,200) 20.00
Exercised during the year* (41,500) 19.58 (53,575) 17.03
Outstanding as at the end of the year 43,925 20.00 116,425 19.85
Vested and exercisable (shares) 18,900 20.00 34,600 17.98
Unvested (shares) 156,800 20.00 431,100 20.00

*The weighted average share price at the date of exercise of options exercised during the year ended March 31, 2025 was `
375.09 (March 31, 2024 - ` 524.73)

Share options outstanding at the end of the year have the following exercise prices

ESOP Scheme Exercise Share options outstanding Weighted average remaining life
Price
March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024
ESOP Scheme 2009 10 - 1,750 - 1.45
ESOP Scheme 2019 20 43,925 114,675 1.06 3.14

Fair value of the options granted

The fair value at the grant date is determined using the Black Scholes Merton Model which takes into account
the exercise price, the term of the options, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk free interest rate for the term of the option.
There are no ESOPs granted during the year ended March 31, 2025

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Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

The model inputs for options granted during the year ended March 31, 2024 included :

Particulars Inputs for the year ended March 31, 2024

Scheme ESOP 2019 ESOP 2019 ESOP 2019 ESOP 2019 ESOP 2019 ESOP 2019
Exercise Price (`) 20 20 20 20 20 20
Grant Date May 12, 2023 June 7, 2023 July 17, 2023 October January February
20, 2023 19, 2024 28, 2024
Expiry Date May 11, 2028 June 6, 2028 July 16, 2028 October January February
19, 2028 18, 2029 27, 2029
Expected life of 3.50 3.50 3.50 3.50 3.50 3.50
the option (years)
Share Price as on 413.30 499.35 584.55 570.80 619.70 535.80
Grant Date (`)
Fair value as on 368.90 448.95 524.30 511.78 556.77 479.28
Grant Date (`)
Expected 51.75% 51.73% 54.64% 54.34% 54.22% 53.56%
Volatility (%)
Expected 2.06% 2.06% 2.28% 2.28% 2.28% 2.28%
Dividend yield (%)
Risk free interest 6.97% 6.96% 7.17% 7.50% 7.18% 7.17%
rate (%)

The expected price volatility is based on the historic volatility (based upon the remaining life of the options),
adjusted for any expected changes to the future volatility due to publicly available information. The risk free
interest rate is based on the yield for government securities as at Grant Date have been taken to be the risk-
free rate for the purpose of valuation of options, based on the life of the options.

Expenses arising from share-based payment transactions

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Employee Option Plan 143.00 533.69
Total 143.00 533.69

Expenses arising from share-based payment transactions relating to employees of subsidiaries

Particulars Year ended Year ended

March 31, 2025 March 31, 2024
Employee Option Plan (18.77) 8.85
Total (18.77) 8.85

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 xx xx xx xx xx xx
Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

34 Ratio Analysis
Sr. Particulars Computation of ratios March March % change Remarks
No 31, 2025 31, 2024
1 Current Ratio Current assets 2.94 3.09 -4.95% No material
Current liabilities variance
2 Debt-Equity Ratio Total debt 0.00% 0.00% 0.00% No Loans/
borrowings
Equity
3 Debt Service Earnings before interest, 1.22 1.49 -17.91% No material
Coverage Ratio tax and depreciation variance
(EBITDA)
Finance cost + Borrowings
including lease payments
4 Return on Equity Net profit after tax 12.53% 15.90% -21.17% Increased
Ratio Average shareholders operating cost
equity has resulted in
decrease in net
profit
5 Inventory turnover COGS N.A. N.A. N.A. Not Applicable
ratio Average inventory
6 Trade Receivables Total sales 4.52 4.90 -7.93% No material
turnover ratio Closing trade receivable variance
7 Trade payables Total purchases - - N.A. Not Applicable
turnover ratio Closing trade payable
8 Net capital turnover Total sales 3.11 3.25 -4.36% No material
ratio Working capital variance
9 Net profit ratio Net profit after tax 6.40% 8.02% -20.18% Increased
Total sales operating cost
has resulted in
decrease in net
profit
10 Return on Capital Earnings before interest 18.02% 20.98% -14.10% Increased
employed and tax (EBIT) operating cost
Capital employed* has resulted in
decrease in net
profit
11 Return on investment Earnings before interest, 13.06% 15.84% -17.57% No material
tax and depreciation variance
(EBITDA)
Closing total assets

*Capital employed = Total net worth - Intangible assets + Total borrowing + Total deferred tax liability

35 Transfer Pricing
The Company is in the process of updating its transfer pricing documentation with respect to its international
transactions with its associate enterprises/ related parties. Management believes that the Company’s
international transactions, with related parties post March 31, 2024 (last period upto which an Accountants’
report has been submitted as required under the Income tax Act, 1961) continue to be at arm’s length and
that the transfer pricing legislation will not have any impact on these financial statements, particularly on the
amount of tax expense and that of provision for taxation.

36 Segment reporting
As required by Ind AS 108 the Group evaluates the performance of the Company on the basis of a single
segment.

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Onward Technologies Limited Annual Report 2024-25

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

37 Derivative assets and liabilities
In accordance with its risk management policy and business plan the Company has hedged its cash flows.
The Company enters into derivative contracts to offset the foreign currency risk arising from the amounts
denominated in currencies other than in Indian rupees. The counter party to the Company’s foreign currency
contracts is a bank. These contracts are entered into to hedge the foreign currency risks of firm commitments
(sales orders) and highly probable forecast transactions.

The following are the outstanding EUR/USD/GBP: ` Currency Exchange Contracts entered into by the
Company:

Particulars March 31, 2025 March 31, 2024

Foreign ` Foreign `
Currency Currency
(lakhs) (lakhs)
USD 13.84 1,190.84 17.80 1,483.57
EURO 5.93 564.10 9.88 888.89
GBP 0.82 87.98 5.74 603.81

The forward contracts have maturity between 24 to 360 days.

38 Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time for the year ended March 31,
2025. MCA has notified Ind AS 117- Insurance Contracts and amendments to Ind AS 116- Leases, relating to
sales and lease back transactions, applicable to the Company w.e.f April 1, 2024. The company has reviewed
new pronouncements and based on its evaluation has determined that it does not have any significant
impact on its financial statements.
39 Additional regulatory information required by Schedule III
(i) Details of benami property held
No proceedings have been initiated on or are pending against the Company for holding benami property
under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(ii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.
(iii) Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies
Act, 1956.
(iv) Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(v) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current
or previous financial year.
(vi) Utilisation of borrowed funds and share premium
(A). The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

244
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Corporate Overview Statutory Reports Financial Statements

Notes to standalone financial statements

as at March 31, 2025

(All amounts in ` Lakhs, unless otherwise stated)

(B). The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries
(vii) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax
assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(viii) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous
year.
(ix) Valuation of PP&E and Intangible assets
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets or both during the current or previous year.
(x) Title deeds of immovable properties not held in name of the company
The title deeds of all the immovable properties (other than properties where the company is the lessee and the
lease agreements are duly executed in favour of the lessee), as disclosed in note 3 to the financial statements,
are held in the name of the Company.
(xi) Utilisation of borrowings availed from banks and financial institutions
There are no borrowings obtained by the Company from banks and financial institutions
(xii) Loans or advances to specified persons
There are no loans or advances in the nature of loans are granted to promoters, directors, KMPs and the
related parties.
(xiii) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of
Companies beyond the statutory period.

The above standalone balance sheet should be read in conjunction with the accompanying notes.
This is the standalone balance sheet referred in our report of even date.

For B S R & Co. LLP For and on behalf of the Board of Directors of
Firm Registration Number: 101248W/W-100022 Onward Technologies Limited
CIN: L28920MH1991PLC062542

Swapnil Dakshindas Harish Mehta Jigar Mehta

Partner Executive Chairman Managing Director
Membership No.: 113896 DIN: 00153549 DIN: 06829197
Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025

Pawankumar Nathani Vinav Agarwal

Chief Financial Officer Company Secretary
Place : Mumbai Place : Mumbai Place : Mumbai
Date: May 16, 2025 Date: May 16, 2025 Date: May 16, 2025

245
Onward Technologies Limited Annual Report 2024-25

ONWARD TECHNOLOGIES LIMITED

Regd. Off: 2nd
Floor, Sterling Center, Dr. A. B. Road, Worli, Mumbai – 400 018.
CIN: L28920MH1991PLC062542
E-mail: [email protected] | website: www.onwardgroup.com

Notice
and based on the recommendation of the
Nomination and Remuneration Committee and
the Board of Directors, Ms. Niranjani Chandramouli
NOTICE is hereby given that the 34th Annual General (DIN: 07128770), Independent Director of the
Meeting of the Members of ONWARD TECHNOLOGIES Company who has submitted a declaration
LIMITED will be held on Wednesday, July 16, 2025 that she meets the criteria for independence as
at 03.00 P.M. (IST) through Video Conference/Other provided in Section 149(6) of the Act and who is
Audio-Visual Means organized by the Company, to eligible for re-appointment, be and is hereby re-
transact the following businesses: appointed as an Independent Director on the
Board of the Company, not liable to retire by
ORDINARY BUSINESS: rotation for a second term of three consecutive
1. To receive, consider and adopt; years commencing from September 29, 2025 to
September 28, 2028.
A. the audited Standalone Financial Statements
of the Company for the financial year ended
RESOLVED FURTHER THAT the Board be and
March 31, 2025 together with the reports of
is hereby authorized to delegate all or any of
Board of Directors and the Auditors thereon.
the powers to any committee of directors with
power to further delegate to any other officer(s)/
B. 
t he audited Consolidated Financial
authorized representative(s) of the Company to
Statements of the Company for the financial
do all acts, deeds and things and to take all such
year ended March 31, 2025 together with the
steps as may be necessary, proper or expedient to
report of the Auditors thereon.
give effect to this resolution.”
2. To declare final dividend on Equity Shares for the
5. Appointment of Secretarial Auditors
financial year ended March 31, 2025.
To consider and, if thought fit, to pass the following
3. 
To appoint a director in place of Mr. Harsha resolution as a Ordinary Resolution:
Raghavan (DIN: 01761512), who retires by
rotation and being eligible, offers himself for re- “RESOLVED THAT pursuant to the provisions
appointment. of Regulation 24A & other applicable provisions
of the Securities and Exchange Board of India
SPECIAL BUSINESS: (Listing Obligations and Disclosure Requirements)
4. To consider the re-appointment of Ms. Niranjani Regulations, 2015 (“SEBI Listing Regulations”)
Chandramouli, as an Independent Director on the read with Circulars issued thereunder from time
Board of the Company for a second term of three to time and Section 204 and other applicable
years provisions of the Companies Act, 2013, if any read
with Rule 9 of the Companies (Appointment
To consider and, if thought fit, to pass the following and Remuneration of Managerial Personnel)
resolution as a Special Resolution: Rules, 2014 (“Act”), M/s. Nilesh A. Pradhan &
Co. LLP Practicing Company Secretaries, (Firm
“RESOLVED THAT pursuant to the provisions of Registration Number L2018MH005200) be and
Sections 149(10), 150 and 152 of the Companies is hereby appointed as Secretarial Auditors of the
Act, 2013 (the “Act”) read with Schedule IV of Company for a period of 5 consecutive years, from
the Companies Act, 2013 and the Companies April 1, 2025 to March 31, 2030 (‘the Term’), on
(Amendment) Act, 2017 read with the Companies such terms & conditions, including remuneration
(Appointment and Qualifications of Directors) as may be determined by the Board of Directors
Rules, 2014 (including any statutory modification(s) (hereinafter referred to as the ‘Board’ which
or re-enactment thereof for the time being in expression shall include any Committee thereof or
force) and Articles of Association of the Company, person(s) authorized by the Board).

246
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Corporate Overview Statutory Reports Financial Statements

 ESOLVED FURTHER THAT approval of the

R RESOLVED FURTHER THAT the Board be and

Members is hereby accorded to the Board to is hereby authorized to do all such acts, deeds,
avail or obtain from the Secretarial Auditor, such matters and things as may be considered
other services or certificates or reports which the necessary, desirable or expedient to give effect
Secretarial Auditor may be eligible to provide or to this resolution and for matters connected
issue under the applicable laws at a remuneration therewith or incidental thereto.”
to be determined by the Board.

By order of the Board of Directors of

Onward Technologies Limited

Vinav Agarwal
Date: May 16, 2025 Company Secretary & Compliance Officer
Place: Mumbai M. No. A40751

Registered Office: 2nd Floor, Sterling Centre,

Dr. A.B Road, Worli, Mumbai – 400 018.
Email: [email protected]
website: www.onwardgroup.com
CIN: L28920MH1991PLC062542

247
Onward Technologies Limited Annual Report 2024-25

Explanatory Statement in respect of the re-appointment of Ms. Niranjani Chandramouli as an

Special Business pursuant to Section 102 of the Independent Director, for the approval by the Members
Companies Act, 2013 of the Company, by way of a Special resolution.
The Explanatory Statement sets out all material facts
relating to the business(es) to be dealt at the Annual The necessary information/disclosure in compliance
General Meeting as mentioned in the Notice: with Regulation 36(3) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and
Item No. 04: Secretarial Standard (SS-2) issued by the Institute of
Company Secretaries of India relating to Ms. Niranjani
The Board of Directors at its meeting held on
Chandramouli has been provided in a separate section
September 29, 2022 had appointed Ms. Niranjani
of this Notice.
Chandramouli (DIN: 07128770) as an Additional
Director of the Company to hold office till next general
Except Ms. Niranjani Chandramouli, being an appointee,
meeting or within a time period of three months from
none of the Directors and Key Managerial Personnel
the date of appointment, whichever is earlier. Further,
of the Company and their relatives is concerned or
the Members through Postal Ballot held on November
interested, financial or otherwise, in the resolution set
11, 2022 appointed Ms. Niranjani Chandramouli as an
out at Item No. 04 of the Notice.
Independent Director to hold office for a term of three
consecutive years. Accordingly, the tenure of Niranjani Item No. 05:
Chandramouli, as an Independent Director will be
Pursuant to the Regulation 24A & other applicable
coming to an end on September 28, 2025
provisions of the Securities and Exchange Board
Pursuant to the provisions of Section 149(10) of the of India (Listing Obligations and Disclosure
Act, an Independent Director shall hold office for a Requirements) Regulations, 2015 (“SEBI Listing
term up to five consecutive years on the Board of a Regulations”) read with provisions of Section 204
Company but shall be eligible for re-appointment on read with Rule 9 of the Companies (Appointment and
passing of a special resolution by the Shareholders Remuneration of Managerial Personnel) Rules, 2014
of the Company and disclosure of such appointment and other applicable provisions of the Companies Act,
in the Board’s report. After taking into account the 2013, if any (“the Act”), the Audit Committee and the
performance evaluation, during his first term of three Board of Directors at their meetings held on May 16,
years and considering the knowledge, expertise and 2025 have approved subject to approval of Members,
experience in respective fields and the contribution appointment of M/s. Nilesh A. Pradhan & Co. LLP
made by Ms. Niranjani Chandramouli during her tenure Practicing Company Secretaries, Peer Reviewed Firm
as an Independent Director since her appointment, of Company Secretaries in Practice (Firm Registration
the Nomination and Remuneration Committee at Number L2018MH005200),) as Secretarial Auditors for
its meeting held on May 16, 2025 has considered, a term of 5(Five) consecutive years from April 1, 2025
approved and recommended the re-appointment till March 31, 2030.
of Ms. Niranjani Chandramouli as an Independent
Director for a second term of three years with effect
Credentials of the Secretarial Auditor:
from September 29, 2025 to September 28, 2028 to Nilesh A. Pradhan & Co. LLP is a peer-reviewed firm
the Board of Directors for their approval. of Company Secretaries, established in 2001 and
operating as an LLP since December 2018. Led by
The Company has received the declaration on criteria experienced partners Mr. Nilesh A. Pradhan (24 years)
of Independence as per Section 149(6) of the Act. and Ms. Prajakta V. Padhye (16 years), the firm offers
Accordingly, the Board of Directors at its meeting a wide range of corporate advisory services. These
held on May 16, 2025, has approved the proposal for include company/LLP incorporation, secretarial audits,
re appointment of Ms. Niranjani Chandramouli as due diligence, mergers, compliance under Company
an Independent Director for a second term of three Law, SEBI, Stock Exchange, and public issues. Backed
consecutive years with effect from September 29, 2025 by a strong internal team and pan-India associates, the
to September 28, 2028 firm serves listed companies, MNCs, MSMEs, LLPs, and
Chartered Accountants.
In the opinion of the Board, Ms. Niranjani Chandramouli
fulfills the conditions specified in the Act and rules M/s Nilesh A. Pradhan & Co. LLP., have consented
made thereunder for her re-appointment as an to the said appointment and confirmed that their
Independent Director of the Company. Accordingly, appointment, if made, would be within the limits
the Board recommends the resolution in relation to specified by the Institute of Companies Secretaries of

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Corporate Overview Statutory Reports Financial Statements

India. They have further confirmed that they are not  ee for subsequent year(s): As determined by the
F
disqualified to be appointed as Secretarial Auditors Audit Committee and/or the Board of Directors.
in term of provisions of the Companies Act, 2013,
c) Basis of recommendations:
the Companies Secretaries Act, 1980 and Rules and
Regulations made thereunder and the SEBI Listing 
The Audit Committee and the Board of
Regulations read with SEBI Circular dated December Directors have approved & recommended the
31, 2024. aforementioned proposal for approval of Members
taking into account the eligibility of the firm,
Terms and conditions of appointment & remuneration qualification, experience, independent assessment
& expertise of the Partners in providing Secretarial
a) Term of appointment: audit related services, competency of the staff
5(Five) consecutive years commencing from April and Company’s previous experience based on the
1, 2025 upto March 31, 2030. evaluation of the quality of audit work done by
them in the past.
b) Remuneration:

`1,00,000 (Rupees One Lakh only) per annum None of the Directors and Key Managerial
plus applicable taxes and other out-of-pocket Personnel of the Company and their relatives are
expenses in connection with the Secretarial concerned or interested, financially or otherwise,
audit.The proposed fee is based on knowledge, in the resolution set out at Item No.5.
expertise, industry experience, time and efforts
required to be put in by the Secretarial auditor, Basis the rationale and justification provided
which is in line with the industry benchmark. The above, the Board recommends Ordinary resolution
payment for services in the nature of certifications under Item No. 5 of the accompanying Notice for
and other professional work will be in addition to approval of Members.
the Secretarial audit fee and shall be determined
by the Audit Committee and/or the Board of
Directors.

By order of the Board of Directors of

Onward Technologies Limited

Vinav Agarwal
Date: May 16, 2025 Company Secretary & Compliance Officer
Place: Mumbai M. No. A40751

249
Onward Technologies Limited Annual Report 2024-25

NOTES: to authorize their representative to attend the

Section I – Attendance and Documents Inspection Meeting through VC/OAVM facility are requested
to send to the Company a certified true copy of the
1. Ministry of Corporate Affairs (“MCA”) vide its General
Board resolution authorizing their representative
Circular No. 09/2024 dated September 19, 2024
to attend and vote on their behalf at the Meeting.
read with circulars issued earlier on the subject
(“MCA Circulars”) and SEBI vide its Circular No.
7. The attendance of the Members attending the
SEBI/HO/CFD/CFD-PoD 2/P/CIR/2024/133 dated
AGM through VC/OAVM will be counted for the
October 3, 2024 read with the circulars issued
purpose of reckoning the quorum under Section
earlier on the subject (“SEBI Circulars”), have
103 of the Companies Act, 2013.
permitted to conduct the Annual General Meeting
(“AGM”) virtually, without physical presence of 8. The Members can join the AGM in the VC/OAVM
Members at a common venue. The deemed venue mode 15 minutes before and after the scheduled
for the 34th AGM will be the Registered Office of time of the commencement of the Meeting by
the Company – Sterling Centre, 2nd Floor, Dr. A. B. following the procedure mentioned in the Notice.
Road, Worli, Mumbai - 400 018. The facility of participation at the AGM through VC/
OAVM will be made available for 1000 members
2. Since the AGM will be held through VC facility, the on first come first served basis. This will not include
Route Map is not annexed in this Notice. large Shareholders (Shareholders holding 2%
or more shareholding), Promoters, Institutional
3. 
In compliance with the applicable Circulars, Investors, Directors, Key Managerial Personnel, the
Notice of the AGM along with the Annual Report Chairman of the Audit Committee, Nomination
for FY 2024-25 is being sent only through and Remuneration Committee and Stakeholders
electronic mode to those Members whose email Relationship Committee, Auditors etc. who are
addresses are registered with the RTA/Company/ allowed to attend the AGM without restriction on
Depositories. Members may note that the Notice account of first come first served basis.
and Annual Report for FY 2024-25 are also available
on the Company’s website at www.onwardgroup. 9. Pursuant to the provisions of Section 108 of the
com/Investors. The Notice can also be accessed Companies Act, 2013 read with Rule 20 of the
from the websites of the Stock Exchanges i.e. Companies (Management and Administration)
BSE Limited and National Stock Exchange of Rules, 2014 (as amended) and Regulation 44 of SEBI
India Limited at www.bseindia.com and www. (Listing Obligations & Disclosure Requirements)
nseindia.com respectively and the AGM Notice is Regulations 2015 (as amended), and the Circulars
also available on the website of NSDL (agency for issued by the Ministry of Corporate Affairs dated
providing the Remote e-Voting facility) i.e. www. April 08, 2020, April 13, 2020 and May 05, 2020 the
evoting.nsdl.com. Company is providing facility of remote e-Voting
to its Members in respect of the business to be
4. The Statement, pursuant to Section 102 of the transacted at the AGM. For this purpose, the
Companies Act, 2013, as amended (“the Act”) with Company has entered into an agreement with
respect to Item Nos. 1 to 6 forms part of this Notice. National Securities Depository Limited (NSDL) for
The relevant details, pursuant to Regulations facilitating voting through electronic means, as
36(3) and 36(5) of the SEBI (Listing Obligations the authorized agency. The facility of casting votes
and Disclosure Requirements) Regulations, 2015 by a member using remote e-Voting system as
(“SEBI Listing Regulations”) and Secretarial well as venue voting on the date of the AGM will
Standard on General Meetings issued by the be provided by NSDL.
Institute of Company Secretaries of India, in
respect of Director seeking re-appointment at this 10. Members who would like to express their views
AGM forms part of the Explanatory Statement, or ask questions during the AGM may register
respectively. themselves as a speaker by sending their
request from their registered email address
5. A member entitled to attend and vote at the mentioning their name, DP ID and Client ID/
meeting is entitled to appoint a proxy to attend folio number, PAN, mobile number at investors@
and vote instead of himself and such proxy need onwardgroup.com upto July 04, 2025. Those
not be a member. Since the AGM is being held Members who have registered themselves
through VC facility, the facility for appointment shall be given an opportunity of speaking live
of proxies by the members will not be available. in AGM. The Company reserves the right to
Accordingly, the Proxy Form and Attendance Slip restrict the number of speakers depending on
are not annexed to this Notice. the availability of time for the AGM and avoid
repetition of questions.
6. 
Corporate / institutional members intending
11. 
The Register of Directors and Key Managerial

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Corporate Overview Statutory Reports Financial Statements

Personnel and their shareholding maintained Vikhroli (West), Mumbai – 400 083, Contact No: 91-
under section 170 of the Companies Act, 22-49186270, Fax No: 91-22-49186060, Email: rnt.
2013 (“the Act”) and the Register of Contracts [email protected] in case the shares are
or Arrangements in which the directors are held in physical form.
interested, maintained under section 189 of the
Act, will be available electronically for inspection 15. SEBI vide its Circulars dated November 3, 2021
by the members during the AGM. All documents and December 14, 2021, has mandated furnishing
referred to in the Notice will also be available of PAN, KYC details and Nomination/ opt out of
for electronic inspection without any fee by the Nomination, by holders of physical securities.
members from the date of circulation of this Folios wherein any one of the abovementioned
Notice up to the date of AGM. Members seeking details are not registered by April 1, 2023 shall
to inspect such documents can send an email to be frozen. The concerned Members are therefore
[email protected]. urged to furnish PAN, KYC and Nomination/ opt
out of Nomination by submitting the prescribed
Section II – Dividend, Record Date, TDS, etc. forms duly filled and signed by sending a physical
12. If the dividend, as recommended by the Board copy of the prescribed forms to MUFG Intime
of Directors, is approved at the AGM, payment India Private Limited. Unit: Onward Technologies
of such dividend, subject to deduction of tax at Limited, C-101, 247 Park, LBS Marg, Vikhroli (West),
source, will be made within 30 days of AGM as Mumbai – 400 083, or by email to rnt.helpdesk@
under: linkintime.co.in from their registered email id. The
Company has also sent individual letters to all
i. To all Beneficial Owners in respect of shares held the Members holding shares of the Company in
in dematerialized form as per the data as may physical form for furnishing their PAN, KYC details
be made available by the National Securities and Nomination pursuant to above SEBI Circular.
Depository Limited (“NSDL”) and the Central
Depository Services (India) Limited (“CDSL”), 16. SEBI vide its notification dated January 24, 2022
collectively “Depositories”, as of the close of has mandated that all requests for transfer of
business hours on July 04 , 2025 securities including transmission and transposition
requests shall be processed only in dematerialized
ii. To all Members in respect of shares held in physical form. In view of the same and to eliminate all
form after giving effect to valid transmission, name risks associated with physical shares and avail
deletion and transposition requests lodged with various benefits of dematerialisation, Members
the Company as of the close of business hours on are advised to dematerialise the shares held by
July 04 , 2025 them in physical form. Members can contact
the Company or Company’s Registrar and Share
13. Members may note that the Income Tax Act, 1961, Transfer Agent, Link Intime for assistance in this
(“the IT Act”) as amended by the Finance Act, regard.
2020, mandates that dividends paid or distributed
by a company shall be taxable in the hands 17. Members may please note that SEBI vide its Circular
of members. The Company shall therefore be No. SEBI/HO/MIRSD/MIRSD_RTAMB /P/CIR/2022/8
required to deduct tax at source (TDS) at the time dated January 25, 2022 has mandated the listed
of making the payment of dividend. In order to companies to issue securities in dematerialized
determine the appropriate TDS rate as applicable, form only while processing service requests viz.
members are requested to submit the documents Issue of duplicate securities certificate; claim from
in accordance with the provisions of the IT Act. unclaimed suspense account; renewal/ exchange
of securities certificate; endorsement; sub-division/
Section iii – Updation of records, IEPF and queries splitting of securities certificate; consolidation
on Annual Report of securities certificates/folios; transmission
and transposition. Accordingly, Members are
14. Members are requested to direct notifications
requested to make service requests by submitting
about change of name / address, email address,
a duly filled and signed Form ISR–4, the format of
telephone / mobile numbers, Permanent Account
which is available on the website of the Company’s
Number (PAN), Nomination, power of attorney,
Registrar and Transfer Agents, MUFG Intime India
bank account details or any other information to
Pvt. Ltd (Formerly known as Link Intime India Pvt.
their respective depository participant(s) (DP) in
Ltd) at https://in.mpms.mufg.com/
case the shares are held in electronic mode or
to MUFG Intime India Private Limited, Registrar
18. To support the ‘Green Initiative’, members who
and Share Transfer Agents of the Company
have not yet registered their email addresses are
(MUFG Intime India Private Limited., Unit: Onward
requested to register the same with their DPs in
Technologies Limited, C-101, 247 Park, LBS Marg,

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Onward Technologies Limited Annual Report 2024-25

case the shares are held by them in electronic 3 

The Scrutinizer shall, immediately after the
form and with Link Intime in case the shares are conclusion of voting at the AGM, first count
held by them in physical form for receiving all the votes cast during the Meeting, thereafter,
communication including Annual Report, Notices, unblock the votes cast through remote e-Voting
Circulars, etc. from the Company electronically. in the presence of at least two witnesses not in
the employment of the Company and make, not
19. As per the provisions of Section 72 of the Act, later than 48 hours of conclusion of the AGM, a
the facility for making Nomination is available consolidated Scrutinizer’s Report of the total votes
for the Members in respect of the shares held by cast in favour or against, if any, to the Chairman or
them. Members who have not yet registered their a person authorised by him in writing, who shall
Nomination are requested to register the same by countersign the same.
submitting Form No. SH-13. If a Member desires to
opt out or cancel the earlier Nomination and record 4 The result declared along with the Scrutinizer’s
a fresh Nomination, he / she may submit the same Report shall be placed on the Company’s website
in Form ISR-3 or SH-14 as the case may be. The said at: www.onwardgroup.com and on the website of
forms can be downloaded from the Company’s NSDL www.evoting.nsdl.com. The Company shall
website. Members are requested to submit the said simultaneously forward the results to National
details to their DP in case the shares are held by Stock Exchange of India Limited and BSE Limited,
them in electronic form and to Link Intime in case where the shares of the Company are listed.
the shares are held in physical form.
Section IV – Voting through electronic means
20. 
Members holding shares in physical form, in THE INSTRUCTIONS FOR MEMBERS FOR REMOTE
identical order of names, in more than one folio E-VOTING AND JOINING ANNUAL GENERAL
are requested to send to the Company or Link MEETING ARE AS UNDER :-
Intime, the details of such folios together with
The remote e-voting period begins on July 12, 2025 at
the share certificates along with the requisite
09:00 A.M. and ends on July 15, 2025 at 05:00 P.M. The
KYC documents for consolidating their holdings
remote e-voting module shall be disabled by NSDL
in one folio. Requests for consolidation of share
for voting thereafter. The Members, whose names
certificates shall be processed in dematerialized
appear in the Register of Members / Beneficial
form.
Owners as on the record date (cut-off date) i.e. July
9, 2025 may cast their vote electronically. The voting
21. In case of joint holders, the Members whose name
right of shareholders shall be in proportion to their
appears as the first holder in the order of names as
share in the paid-up equity share capital of the
per the Register of Members of the Company will
Company as on the cut-off date, being July 9, 2025.
be entitled to vote at the AGM.
How do I vote electronically using NSDL e-Voting
OTHER INSTRUCTIONS
system?
1 The voting rights of Members shall be in proportion
The way to vote electronically on NSDL e-Voting system
to their shares in the paid-up equity share capital of
consists of “Two Steps” which are mentioned below:
the Company as on the cut-off date i.e. Wednesday,
July 09, 2025. A person, whose name is recorded Step 1: Access to NSDL e-Voting system
in the Register of Members or in the register of A) Login method for e-Voting and joining virtual
beneficial owners maintained by the depositories meeting for Individual shareholders holding
as on the cut-off date only shall be entitled to securities in demat mode
avail the facility of voting, either through remote
In terms of SEBI circular dated December 9, 2020
e-Voting or voting at the AGM through electronic
on e-Voting facility provided by Listed Companies,
voting system or poll paper.
Individual shareholders holding securities in
demat mode are allowed to vote through their
2 Any person, who acquires shares of the Company
demat account maintained with Depositories
and becomes a Member of the Company after
and Depository Participants. Shareholders are
mailing of the Notice and holding shares as of
advised to update their mobile number and email
the cut-off date, may obtain the login ID and
Id in their demat accounts in order to access
password by sending a request at evoting@nsdl.
e-Voting facility.
co.in. However, if the Member is already registered
with NSDL for remote e-Voting then the Member
Login method for Individual shareholders holding
can use his/her existing User ID and password for
securities in demat mode is given below:
casting the vote.

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Type of shareholders Login Method

Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.
Shareholders holding nsdl.com either on a Personal Computer or on a mobile. On the e-Services home
securities in demat page click on the “Beneficial Owner” icon under “Login” which is available under
mode with NSDL. ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password.
After successful authentication, you will be able to see e-Voting services under Value
added services. Click on “Access to e-Voting” under e-Voting services and you will
be able to see e-Voting page. Click on company name or e-Voting service provider
i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your
vote during the remote e-Voting period or joining virtual meeting & voting during
the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://
eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://
eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once
the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site wherein you can see
e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and
you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
4. 
facility by scanning the QR code mentioned below for seamless voting experience

Individual 1. Existing users who have opted for Easi / Easiest, they can login through their user id
Shareholders holding and password. Option will be made available to reach e-Voting page without any
securities in demat further authentication. The URL for users to login to Easi / Easiest are https://web.
mode with CDSL cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System
Myeasi.
2. After successful login of Easi/Easiest the user will be also able to see the E Voting
Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on
NSDL to cast your vote.
3. If the user is not registered for Easi/Easiest, option to register is available at https://
web.cdslindia.com/myeasi/Registration/EasiRegistration
4. Alternatively, the user can directly access e-Voting page by providing demat Account
Number and PAN No. from a link in www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile & Email as recorded in
the demat Account. After successful authentication, user will be provided links for
the respective ESP i.e. NSDL where the e-Voting is in progress.
Individual You can also login using the login credentials of your demat account through your
Shareholders (holding Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in,
securities in demat you will be able to see e-Voting option. Click on e-Voting option, you will be redirected
mode) login through to NSDL/CDSL Depository site after successful authentication, wherein you can see
their depository e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and
participants you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.

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Onward Technologies Limited Annual Report 2024-25

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL
in demat mode with NSDL helpdesk by sending a request at [email protected] or call at toll
free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL
in demat mode with CDSL helpdesk by sending a request at [email protected]
or contact at 022- 23058738 or 022-23058542-43

B) 
Login Method for e-Voting and joining virtual meeting for shareholders other than Individual
shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.
com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as
shown on the screen.
 lternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
A
with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on
e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.
4. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID For example if
account with NSDL. your DP ID is IN300*** and Client ID is 12****** then your user ID is
IN300***12******.
b) For Members who hold shares in demat 16 Digit Beneficiary ID For example if your Beneficiary ID is
account with CDSL. 12************** then your user ID is 12**************
c) For Members holding shares in Physical EVEN Number followed by Folio Number registered with the
Form. company For example if folio number is 001*** and EVEN is 101456
then user ID is 101456001***

5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your
vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial
password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is
communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox.
Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open
the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or
folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial
password’.

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Corporate Overview Statutory Reports Financial Statements

(ii) If your email ID is not registered, please follow steps mentioned below in process for those
shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:
a)  lick on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or
C
CDSL) option available on www.evoting.nsdl.com.
b)  hysical User Reset Password?” (If you are holding shares in physical mode) option available on www.
P
evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.
co.in mentioning your demat account number/folio number, your PAN, your name and your registered
address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting
system of NSDL.

7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

8. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding
shares and whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting
your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed
under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for
which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation
page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/
JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the
duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with
a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can
also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board
Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep
your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to
key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?”
or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting
user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free
no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected]

255
Onward Technologies Limited Annual Report 2024-25

Process for those shareholders whose email ids are not registered with the depositories for procuring user
id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of
the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested
scanned copy of Aadhar Card) by email to [email protected]. In case shares are held in demat
mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy
of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested
scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding
securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login
method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat
mode.

2. Alternatively shareholder/members may send a request to [email protected] for procuring user id and
password for e-voting by providing above mentioned documents.

3. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are allowed to vote through their demat account maintained
with Depositories and Depository Participants. Shareholders are required to update their mobile number and
email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote
e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not
casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so,
shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not
be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on
the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting
system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system.
After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company
name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/
OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please
note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID
and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice
to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance
during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance
mentioning their name demat account number/folio number, email id, mobile number at investors@
onwardgroup.com. The same will be replied by the company suitably.

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Corporate Overview Statutory Reports Financial Statements

Details required under Section 102 of the Companies Act, 2013 in respect of the Directors proposed to be
re‑appointment/appointment at the ensuing Annual General Meeting (AGM) and their Brief Resume have been
provided under the Explanatory Statement annexed to this Notice.

Disclosure on appointment / re-appointment of Director pursuant to Clause 1.2.5 of Secretarial Standards-2

and Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Names Mr. Harsha Raghavan Ms. Niranjani Chandramouli

Directors Identification 01761512 07128770
Number
Father’s Name Ramabadran Veera Raghavan Mr. Chandramouli Valadi
Krishnaswamy
Date of Birth/ October 10, 1971 (53) July 27, 1978 (47)
(Age in years)
Date of first June 30, 2021 September 29, 2022
Appointment
on the Board
Qualification MBA and M. S., Industrial Engineering (Stanford B. Com, MBA and a Certified
Graduate School of Business) and Bachelor of Financial Analyst (CFA)
Art, Computer Science and Economics (U.C.
Berkeley)
No. of Years of More than 25 years More than 23 Years
experience
Brief Resume Mr. Harsha Raghavan, based in Mumbai, is the She is a versatile Finance and Business
including experience Managing Partner of Convergent Finance LLP. leader with 23+ years of diverse
and qualification He was previously the founding MD & CEO of experience across Fortune 500
Fairbridge Capital Private Limited (a Fairfax companies including Unilever, P&G,
Experience in Specific Company) from its Inception in 2011 where he Nokia and Hershey. She is currently
Functional Area led all investment advisory activities in India. at Kenvue as the Head of Finance
During his time, he sourced and advised on for India Leadership team and Asia
over $2.1 billion worth of investment activity. Pacific. A gold medalist in B. Com,
Previously, he served as Head of India for MBA and a CFA ranker, Niranjani is
Candover Investments, Co- Head of India for an engaging communicator, firm
Goldman Sachs Principal Investment Area advocate for diversity and inclusion,
and Vice President of Indocean Chase Capital. She encourages idea generation and
In these roles, he advised on more than two innovation, leading to an empowered
dozen transactions totaling over $1.5 billion in and engaged workforce.
value
Tenure and Terms Proposed to be re-appointed as Non‑Executive For a second terms of three years
and Conditions of Non-Independent Director, liable to retire by
Appointment rotation.
Details of As per Investment Agreement, he is not taking Sitting Fees
remuneration sought any sitting fees for attending meetings of the
to be paid Board and also committees.
Last drawn Not Applicable None
remuneration
Relationship with None None
other Directors and
Key Managerial
Personnel
Directorship in Listed 1. Camlin Fine Sciences Limited None
Companies 2. Jagson Pal Pharmaceuticals Limited.
3. Sundrop Brands Limited

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Onward Technologies Limited Annual Report 2024-25

Names Mr. Harsha Raghavan Ms. Niranjani Chandramouli

Chairman/Member in 1. Camlin Fine Sciences Limited None
the Committees of the - Member of Audit Committee –
Boards of other Listed - Member of Nomination and Remuneration
companies Committee
2. Jagson Pal Pharmaceuticals Limited.
- Member of Audit Committee
- Member of Risk Management Committee
3. Sundrop Brands Limited
- Member of Nomination and Remuneration
Committee
- Member of Corporate Social Responsibility
Committee
- Member of Risk Management Committee
No. of Shares held as Nil 1,000
on May 16, 2025 in the
Company
Shareholding in Nil Nil
the Company of
the spouse and
immediate relatives of
the Director
Number of meetings 2 3
of the Board attended
during the year

258
01 20 21 100 101 245
Corporate Overview Statutory Reports Financial Statements

C
Sterling Centre, 2nd Floor, Dr. A.B. Road,
Worli, Mumbai - 400018
Tel: 022 - 24926570

[email protected]
www.onwardgroup.com