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Business combinations
12 Months Ended
Mar. 31, 2025
Disclosure of detailed information about business combination [abstract]  
Business combinations

7. Business combinations

Summary of acquisitions during the year ended March 31, 2023:

During the year ended March 31, 2023, the Company completed two business combinations by acquiring 100% equity interests in:

(a)
Convergence Acceleration Solutions, LLC (“CAS Group”), a US-based consulting and program management company that specializes in driving large-scale business and technology transformation for Fortune 100 communications service providers. The acquisition advances the Company’s strategic consulting capabilities as we help our clients drive large scale business and technology transformation. The acquisition was consummated on April 11, 2022 for total cash consideration (upfront cash to acquire control and contingent consideration) of ₹ 5,587.
(b)
Rizing Intermediate Holdings, Inc and its subsidiaries (“Rizing”), a global SAP consulting firm with industry expertise and consulting capabilities in enterprise asset management, consumer industries, and human experience management. Rizing complements the Company in capabilities (EAM, HCM and S/4HANA), in industries such as Energy and Utilities, Retail and Consumer Products, Manufacturing and Hi Tech in geographies across North America, Europe, Asia, and Australia. The acquisition was consummated on May 20, 2022 for total cash consideration of ₹ 43,830. During the year ended March 31, 2024, the Company finalized the purchase price allocation as set forth below.

The following table presents the purchase price allocation:

 

 

 

CAS Group

 

 

Rizing

 

Net assets

 

532

 

 

3,850

 

Fair value of property, plant and equipment

 

 

-

 

 

 

373

 

Fair value of right-of-use assets

 

 

-

 

 

 

201

 

Fair value of customer-related intangibles

 

 

1,708

 

 

 

3,894

 

Fair value of marketing-related intangibles

 

 

-

 

 

 

482

 

Deferred tax liabilities on intangible assets

 

 

-

 

 

 

(1,750

)

Total

 

2,240

 

 

7,050

 

Goodwill

 

 

3,347

 

 

 

36,780

 

Total purchase price

 

5,587

 

 

43,830

 

 

 

 

 

 

 

 

Net Assets include:

 

 

 

 

 

 

Cash and cash equivalents

 

127

 

 

2,114

 

Fair value of acquired trade receivables included in net assets

 

 

452

 

 

 

3,220

 

Gross contractual amount of acquired trade receivables

 

 

452

 

 

 

3,233

 

Less: Allowance for lifetime expected credit loss

 

 

-

 

 

 

(13

)

 

 

 

 

 

 

 

Amount included in general and administrative expenses:

 

 

 

 

 

 

Transaction costs

 

19

 

 

99

 

 

The goodwill of ₹ 40,127 comprises value of acquired workforce and expected synergies arising from the business combinations. Goodwill is allocated to IT Services segment and is not deductible for income tax purposes except for CAS Group in the United States of America.

 

The total consideration of CAS Group includes a contingent consideration linked to achievement of revenues and earnings over a period of 3 years ending December 31, 2024, and range of contingent consideration payable is between ₹ Nil and ₹ 2,277. The fair value of the contingent consideration is estimated by applying the discounted cash-flow approach considering discount rate of 4.58% and probability adjusted revenue and earnings estimates. The undiscounted fair value of contingent consideration is ₹ 1,804 as at the date of acquisition. The discounted fair value of contingent consideration of ₹ 1,662 is recorded as part of purchase price allocation.

Summary of acquisitions during the year ended March 31, 2024:

During the year ended March 31, 2024, the Company completed a business combination by acquiring a 60% equity interest in Aggne Global Inc. and Aggne Global IT Services Private Limited ("Aggne"), a leading consulting and managed services company serving the insurance and insurtech industries. Aggne is a leading alliance partner of Duck Creek, which is a market-leading platform for property and casualty insurance. The acquisition was consummated on February 13, 2024, for total cash consideration of ₹ 5,525.

The following table presents the purchase price allocation:

 

Net assets

 

194

 

Fair value of property, plant and equipment

 

 

374

 

Fair value of right-of-use assets

 

 

33

 

Fair value of customer-related intangibles

 

 

556

 

Fair value of marketing-related intangibles

 

 

390

 

Deferred tax liabilities on intangible assets

 

 

(367

)

Total

 

1,180

 

Goodwill

 

 

4,817

 

Share of non-controlling interests

 

 

(472

)

Total purchase price

 

5,525

 

 

 

 

 

Net Assets include:

 

 

 

Cash and cash equivalents

 

153

 

Fair value of acquired trade receivables included in net assets

 

 

113

 

Gross contractual amount of acquired trade receivables

 

 

113

 

Less: Allowance for lifetime expected credit loss

 

 

-

 

 

 

 

 

Amount included in general and administrative expenses:

 

 

 

Transaction costs

 

31

 

 

The goodwill of ₹ 4,817 comprises value of acquired workforce and expected synergies arising from the business combination. Goodwill is allocated to IT Services segment and is not deductible for income tax purposes.

 

The interest of non-controlling shareholders is measured at the non-controlling interest’s proportionate share of the fair value of the identifiable net assets of Aggne.

 

The Company has issued put options to non-controlling interests in Aggne in accordance with the terms of underlying shareholders agreement and will be settled in cash. As at the acquisition date, the Company has recorded a financial liability for the estimated present value of its gross obligation to purchase the non-controlling interest with a corresponding adjustment to equity. The fair value of the financial liability is estimated as per the terms of shareholders agreement and the undiscounted fair value of the financial liability is ₹ 5,176 as at the date of acquisition. Considering the discount rate of 5.87%, the discounted fair value of the financial liability is ₹ 4,238.

 

The pro-forma effects of acquisition of Aggne for the year ended March 31, 2024, on the Company’s revenues and profits were not material.

Summary of acquisitions during the year ended March 31, 2025:

During the year ended March 31, 2025, the Company completed a business combination by acquiring a 100% equity interest in Applied Value Technologies, Inc. and Applied Value Technologies B.V., which was consummated on December 16, 2024. The Company has also acquired a 100% equity interest in Applied Value Technologies Pte Limited (together with Applied Value Technologies, Inc. and Applied Value Technologies B.V., “AVT”), which was consummated on January 3, 2025. AVT helps enterprises transform IT operations through a highly customized and data-driven approach. AVT will augment Wipro’s existing application services capabilities, helping drive new growth opportunities. The total consideration (upfront cash to acquire control, deferred consideration and contingent consideration) for the acquisition is ₹ 2,836.

 

Net assets

 

173

 

Fair value of property, plant and equipment

 

 

9

 

Fair value of customer-related intangibles

 

 

1,896

 

Deferred tax liabilities on intangible assets

 

 

(566

)

Total

 

1,512

 

Goodwill

 

 

1,324

 

Total purchase price

 

2,836

 

 

 

 

 

Net Assets include:

 

 

 

Cash and cash equivalents

 

113

 

Fair value of acquired trade receivables included in net assets

 

 

215

 

Gross contractual amount of acquired trade receivables

 

 

215

 

Less: Allowance for lifetime expected credit loss

 

 

-

 

 

 

 

 

Amount included in general and administrative expenses:

 

 

 

Transaction costs

 

45

 

 

The above purchase price allocation for AVT is provisional and will be finalized as soon as practicable within the measurement period, but in no event later than one year following the date of acquisition.

The goodwill of ₹ 1,324 comprises value of acquired workforce and expected synergies arising from the business combinations. Goodwill is allocated to IT Services segment and is not deductible for income tax purposes.

The total consideration of AVT includes a deferred consideration of ₹ 264 payable within six months from consummation date.

The total consideration of AVT includes a contingent consideration linked to achievement of revenues and earnings over a period of 3 years ending December 31, 2027, and range of contingent consideration payable is between ₹ Nil and ₹ 2,122. The fair value of the contingent consideration is estimated by applying the discounted cash-flow approach considering probability adjusted revenue and earnings estimates. The undiscounted fair value of contingent consideration is ₹ 2,122 as at the date of acquisition. The discounted fair value of contingent consideration of ₹ 1,537 is recorded as part of provisional purchase price allocation.

The pro-forma effects of the acquisition of AVT for the year ended March 31, 2025 on the Company’s revenues and profits were not material.