1. We have audited the accompanying standalonefinancial statements of Delta Corp Limited (‘theCompany’), which comprise the Standalone BalanceSheet as at 31st March 2025, the Standalone Statementof Profit and Loss (including Other ComprehensiveIncome), the Standalone Statement of Cash Flowand the Standalone Statement of Changes in Equityfor the year then ended, and notes to the standalonefinancial statements, including material accountingpolicy information and other explanatory information.
2. In our opinion and to the best of our informationand according to the explanations given to us, theaforesaid standalone financial statements give theinformation required by the Companies Act, 2013(‘the Act’) in the manner so required and give a trueand fair view in conformity with the Indian AccountingStandards (‘Ind AS’) specified under section 133 ofthe Act read with the Companies (Indian AccountingStandards) Rules, 2015 and other accountingprinciples generally accepted in India, of the state ofaffairs of the Company as at 31st March 2025, andits profit (including other comprehensive income),its cash flows and the changes in equity for the yearended on that date.
3. We conducted our audit in accordance with theStandards on Auditing specified under section 143(10)of the Act. Our responsibilities under those standardsare further described in the Auditor’s Responsibilitiesfor the Audit of the Standalone Financial Statementssection of our report. We are independent of theCompany in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants ofIndia (‘ICAI’) together with the ethical requirementsthat are relevant to our audit of the standalonefinancial statements under the provisions of the Actand the rules thereunder, and we have fulfilled ourother ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.
4. Key audit matters are those matters that, in ourprofessional judgment, were of most significance inour audit of the standalone financial statements ofthe current period. These matters were addressedin the context of our audit of the standalone financialstatements as a whole, and in forming our opinionthereon, and we do not provide a separate opinion onthese matters.
5. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matters
How our audit addressed the key audit matters
Contingent liability for Goods and Service Tax Matters
Our audit procedures included, but were not limited,
(Refer note 1C(l) for the accounting policy on provisions
to the following:
and contingent liabilities and note 33 of the standalone
• Obtained an understanding of the management’s
financial statements for contingent liabilities)
process for updating the status of the GST matter,assessment of accounting treatment in accordance
The Company along with two subsidiary companies hadreceived show cause notices from the Directorate General
with Ind AS 37.
of GST Intelligence for alleged short payment of Goods
• Evaluated the design and tested the operating
and Service Tax (GST) aggregating ' 16,822.98 Crores for
effectiveness of key controls around above
periods from 1st July 2017 to 31st March 2022.
process.
Also, associate company, Deltatech Gaming Limited
•
Obtained an understanding of the GST matters
(erstwhile wholly owned subsidiary company of the
pending against the Company and discussed
Company) had also received show cause notices from the
the key developments with the management. We
Directorate General of GST Intelligence for alleged short
also tested the independence, objectivity and
payment of Goods and Service Tax (GST) aggregating
competence of management experts involved in
' 6,384.32 Crores for periods from 1st July 2017 to 30th
the matter.
November 2022. During the year ended 31st March 2025,consequent to the stake sale in such associate company,
Obtained direct confirmation from the external legal
the GST liability has been capped at ' 34.80 Crores
counsel handling GST litigation with respect to the
between the Company and Buyer as further described
legal determination of the liability arising from such
in note 33 to the accompanying standalone financial
litigation, and assessment of resulting contingent
statements.
liability disclosures in the financial statements inaccordance with requirements of Ind AS 37.
The amounts claimed under the above notices are interalia based on the gross bet value/face value of all games
Obtained and reviewed the necessary evidence
played at the casinos/ online platform and short payment
which includes correspondence with the external
of GST on consideration received towards entry to the
experts, show cause notices (SCN), responses to
casino/gross rake amount collected from online platform
SCN, Writ petition filled by the Company to support
during the above-mentioned period. This matter has been
the decisions and rationale for management’s
an industry issue and multiple representations have been
conclusion.
made by the industry participants to the Governmentin this regard. The Company / subsidiary companies/
Also, obtained and reviewed the Share Purchase
associate company have filed Write petitions and have
and Investment Agreement to assess capping of
obtained Stay order from respective High Courts.
Company’s liability w.r.t. GST matter for DeltatechGaming Limited.
Total demand from above matters on the Companyaggregates to ' 11,767.81 Crores, has been disclosed as
Involved our indirect tax experts to assess the matter
contingent liability based on management’s assessment
and the responses received from the management
in accordance with external legal advice obtained by the
experts to ensure that the conclusions reached are
management.
supported by sufficient legal rationale.
The amounts involved are material and the application of
Evaluated the adequacy of the disclosure
accounting principles, as given under Ind AS 37, in order
regarding the significant litigations of the Company
to determine the amount to be recognised as a liabilityor to be disclosed as a contingent liability, is inherentlysubjective, and needs careful evaluation and judgementto be applied by the management.
in the standalone financial statements.
Considering the degree of judgement, significance of theamounts involved, inherent high estimation uncertaintyand reliance on experts, and unexpected adverseoutcomes could significantly impact the financial positionof the Company, this matter has been identified as keyaudit matter for the current year audit. In addition to theabove, the contingent liability disclosures made in theaccompanying standalone financial statements withrespect to above matter have also been considered asfundamental to user’s understanding of such financialstatements.
Revenue recognition
Our audit procedures included, but were not limited to
(Refer note 1C(a) for the accounting policy on
the following:
revenue recognition, note 26 of the standalone
• Obtained and updated our understanding of the
financial statement for revenue recognized during
revenue business process for each stream of
the year and note 53 for disaggregate revenueinformation under Ind AS 115)
revenue.
The Company has recognized ' 574.64 Crores as
effectiveness of key controls over the recognition and
revenue net of Goods and Service Tax (GST) from
measurement of revenue. Involved our information
physical casinos and hospitality business which
technology specialists to test information technology
requires processing of a large number of transactions
related general controls.
each day. Further, significant quantum of sale
• Conducted cash counts at the year-end as well
transactions in hospitality and casino business, get
as during the quarterly reviews for the locations
settled in cash which requires the auditor to putsignificant additional effort and procedures to obtain
selected on sample basis.
comfort on those transactions.
• For samples selected during the year and samplesselected from the period before and after year
Standards on Auditing prescribe a presumed risk
end, tested supporting documents for revenue
of fraud in revenue recognition that revenue may be
recognition including tracing of customers’ cash
misstated through improper recognition. Given thisinherent risk, we identified the occurrence of revenueas a significant risk of material misstatement.
deposits to bank statements.
• Tested, on a sample basis, the appropriateness ofjournal entries impacting revenue, as well as other
Considering the amounts involved, large number of
adjustments made in the preparation of the financial
transactions and significant management judgement
statements with respect to revenue recognition
involved, revenue recognition was considered as a
including specific journals posted manually directly
key audit matter for the current year audit.
to revenue including applying new method / rate of /for computation of GST and discharge of GST liability.
• Evaluated the appropriateness of disclosuresmade in the financial statements with respect torevenue recognized during the year as required byapplicable accounting standards.
Impairment testing of investment in subsidiary
Our procedures included, but were not limited to the
(Refer note 1C(f) for the accounting policy on
following:
Investment in subsidiaries, associate and joint
• Obtained an understanding of management’s
venture and note 3 of the standalone financial
process and evaluated the design and tested
statements for Investments)
the operating effectiveness of controls aroundidentification of indicators of impairment under Ind
As at 31st March 2025, the carrying amount of
AS, and around valuation of the business of such
investment in an operating subsidiary is ' 513.96
subsidiary to determine recoverable value of the
Crores.
said investment.
Management has considered that the losses suffered
• Assessed the appropriateness of methodology
by such subsidiary indicate possible impairment
and valuation model used by the management to
in the carrying values of its assets. This subsidiary
estimate the recoverable value of investment in such
was also impacted by changes in the method forcomputing Goods and Service Tax (‘GST’) liability
subsidiary.
on sales from physical casinos owing to the GST
• Assessed the professional competence, objectivity
amendments applicable from 1st October 2023.
and capabilities of the valuation specialist engagedby the management.
Accordingly, the management has performedimpairment assessment and has estimated therecoverable amount of its investment in suchsubsidiary using ‘Discounted Cash Flow valuationmodel.
As per such assessment done by the management,
Obtained the management projections with regardto recoverable value and agreed the cash flowforecasts for subsidiary used in the recoverabilityworking to the projections approved by the Board ofDirectors of the subsidiary company/ Company asthe case maybe.
Assessed the reasonableness of key assumptions
no further adjustments are required to the carryingvalue of the investment in such subsidiary as at 31stMarch 2025.
used in the cash flow projections such as revenueand profit growth rates, operating margins basedon historical trends, current market conditions
The assumptions applied by the management in
post the implementation of GST amendments,
determining the recoverable value include discount
future plans of the Company and also compared
rates, cash flow projections over five years, growth
these assumptions with industry and economic
rate amongst others which are dependent on future
forecasts. Further, we assessed the reasonability of
market and economic conditions. Changes in these
discounting rates considered by the management in
assumptions could lead to an impairment to the
arriving at recoverable values.
carrying value of these investment.
With respect to GST matter, basis our proceduresperformed as mentioned in separate KAM above
Considering the materiality of the carrying value of
on "Contingent liability for Goods and Service Tax
the amounts involved, the significant management
demands”, we assessed whether the cash flow
judgement required in estimating the recoverablevalue of this investment and such estimates and
projections given by the management are appropriate.
judgements being inherently subjective, this matter
Involved our internal auditor’s valuation specialists
has been identified as a key audit matter for the
to validate the valuation assumptions and
current year audit.
methodology considered by the management whilecomputing recoverable amount basis the amountinvolved. Also, performed sensitivity analysis on thekey assumptions mentioned above.
Evaluated the appropriateness of disclosures madein the financial statement with respect to indicatorsof impairment, results of impairment testing,assumptions and methods used by Management indetermining the recoverable value.
6. The Company’s Board of Directors are responsible forthe other information. The other information comprisesthe information included in the Annual Report, butdoes not include the standalone financial statementsand our auditor’s report thereon. The Annual Report isexpected to be made available to us after the date ofthis auditor’s report.
Our opinion on the standalone financial statementsdoes not cover the other information and we will notexpress any form of assurance conclusion thereon.
In connection with our audit of the standalonefinancial statements, our responsibility is to read theother information identified above when it becomesavailable and, in doing so, consider whether theother information is materially inconsistent with thestandalone financial statements or our knowledgeobtained in the audit or otherwise appears to bematerially misstated.
When we read the Annual Report, if we concludethat there is a material misstatement therein, we arerequired to communicate the matter to those chargedwith governance.
Governance for the Standalone Financial Statements
7. The accompanying standalone financial statementshave been approved by the Company’s Board ofDirectors. The Company’s Board of Directors areresponsible for the matters stated in section 134(5) ofthe Act with respect to the preparation and presentationof these standalone financial statements that give atrue and fair view of the financial position, financialperformance including other comprehensive income,changes in equity and cash flows of the Company inaccordance with the Ind AS specified under section133 of the Act and other accounting principlesgenerally accepted in India. This responsibility alsoincludes maintenance of adequate accountingrecords in accordance with the provisions of theAct for safeguarding of the assets of the Companyand for preventing and detecting frauds and otherirregularities; selection and application of appropriateaccounting policies; making judgments and estimatesthat are reasonable and prudent; and design,implementation and maintenance of adequate internalfinancial controls, that were operating effectivelyfor ensuring the accuracy and completeness of theaccounting records, relevant to the preparation andpresentation of the financial statements that give a trueand fair view and are free from material misstatement,whether due to fraud or error.
8. In preparing the standalone financial statements,the Board of Directors is responsible for assessingthe Company’s ability to continue as a goingconcern, disclosing, as applicable, matters relatedto going concern and using the going concernbasis of accounting unless the Board of Directorseither intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
9. The Board of Directors is also responsible foroverseeing the Company’s financial reporting process.
Standalone Financial Statements
10. Our objectives are to obtain reasonable assuranceabout whether the standalone financial statements asa whole are free from material misstatement, whetherdue to fraud or error, and to issue an auditor’s reportthat includes our opinion. Reasonable assurance isa high level of assurance, but is not a guarantee thatan audit conducted in accordance with Standards onAuditing will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or
error and are considered material if, individually or inthe aggregate, they could reasonably be expected toinfluence the economic decisions of users taken onthe basis of these standalone financial statements.
11. As part of an audit in accordance with Standardson Auditing, specified under section 143(10) of theAct we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:
• Identify and assess the risks of materialmisstatement of the standalone financialstatements, whether due to fraud or error, designand perform audit procedures responsive tothose risks, and obtain audit evidence that issufficient and appropriate to provide a basis forour opinion. The risk of not detecting a materialmisstatement resulting from fraud is higherthan for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions,misrepresentations, or the override of internalcontrol;
• Obtain an understanding of internal controlrelevant to the audit in order to design auditprocedures that are appropriate in thecircumstances. Under section 143(3)(i) of theAct we are also responsible for expressing ouropinion on whether the Company has adequateinternal financial controls with reference tofinancial statements in place and the operatingeffectiveness of such controls;
• Evaluate the appropriateness of accountingpolicies used and the reasonableness ofaccounting estimates and related disclosuresmade by management;
• Conclude on the appropriateness of Board ofDirectors’ use of the going concern basis ofaccounting and, based on the audit evidenceobtained, whether a material uncertainty existsrelated to events or conditions that may castsignificant doubt on the Company’s ability tocontinue as a going concern. If we conclude thata material uncertainty exists, we are requiredto draw attention in our auditor’s report to therelated disclosures in the standalone financialstatements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date ofour auditor’s report. However, future events orconditions may cause the Company to cease tocontinue as a going concern; and
• Evaluate the overall presentation, structure andcontent of the standalone financial statements,including the disclosures, and whether thestandalone financial statements represent theunderlying transactions and events in a mannerthat achieves fair presentation.
12. We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internalcontrol that we identify during our audit.
13. We also provide those charged with governancewith a statement that we have complied with relevantethical requirements regarding independence, andto communicate with them all relationships and othermatters that may reasonably be thought to bear onour independence, and where applicable, relatedsafeguards.
14. From the matters communicated with those chargedwith governance, we determine those mattersthat were of most significance in the audit of thestandalone financial statements of the current periodand are therefore the key audit matters. We describethese matters in our auditor’s report unless law orregulation precludes public disclosure about thematter or when, in extremely rare circumstances, wedetermine that a matter should not be communicatedin our report because the adverse consequences ofdoing so would reasonably be expected to outweighthe public interest benefits of such communication.
15. As required by section 197(16) of the Act, basedon our audit, we report that the Company has paidremuneration to its directors during the year inaccordance with the provisions of and limits laid downunder section 197 read with Schedule V to the Act.
16. As required by the Companies (Auditor’s Report)Order, 2020 (‘the Order’) issued by the CentralGovernment of India in terms of section 143(11) ofthe Act we give in the Annexure A a statement on thematters specified in paragraphs 3 and 4 of the Order,to the extent applicable.
17. Further to our comments in Annexure A, as requiredby section 143(3) of the Act based on our audit, wereport, to the extent applicable, that:
a) We have sought and obtained all the informationand explanations which to the best of our
knowledge and belief were necessary for thepurpose of our audit of the accompanyingstandalone financial statements;
b) Except for the matters stated in paragraph 17(j)(vi) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014(as amended), in our opinion, proper booksof account as required by law have been keptby the Company so far as it appears from ourexamination of those books;
c) The standalone financial statements dealt withby this report are in agreement with the books ofaccount;
d) In our opinion, the aforesaid standalone financialstatements comply with Ind AS specified undersection 133 of the Act;
e) The matter described in paragraph 5 underthe "key audit matters section” w.r.t. contingentliability for goods and service tax matters, inour opinion, may have an adverse effect on thefunctioning of the Company;
f) On the basis of the written representationsreceived from the directors and taken on recordby the Board of Directors, none of the directorsis disqualified as on 31st March 2025 from beingappointed as a director in terms of section164(2) of the Act;
g) The qualification relating to the maintenance ofaccounts and other matters connected therewithare as stated in paragraph 17(b) above onreporting under section 143(3)(b) of the Actand paragraph 17(j)(vi) below on reportingunder Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014 (as amended);
h) With respect to the adequacy of the internalfinancial controls with reference to financialstatements of the Company as on 31st March2025 and the operating effectiveness of suchcontrols, refer to our separate report in AnnexureB wherein we have expressed an unmodifiedopinion; and
i) With respect to the other matters to be includedin the Auditor’s Report in accordance with rule11 of the Companies (Audit and Auditors) Rules,2014 (as amended), in our opinion and to thebest of our information and according to theexplanations given to us:
i. The Company, as detailed in note 33 tothe standalone financial statements, hasdisclosed the impact of pending litigationson its financial position as at 31st March2025;
ii. the Company did not have any long-termcontracts including derivative contracts forwhich there were any material foreseeablelosses as at 31st March 2025;
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fund bythe Company during the year ended 31stMarch 2025;
iv. a. The management has represented
that, to the best of its knowledge andbelief, as disclosed in note 56(v) tothe standalone financial statements,no funds have been advancedor loaned or invested (either fromborrowed funds or securitiespremium or any other sources or kindof funds) by the Company to or inany person(s) or entity(ies), includingforeign entities (‘the intermediaries’),with the understanding, whetherrecorded in writing or otherwise,that the intermediary shall, whether,directly or indirectly lend or invest inother persons or entities identifiedin any manner whatsoever by oron behalf of the Company (‘theUltimate Beneficiaries’) or provideany guarantee, security or the like onbehalf the Ultimate Beneficiaries;
b. The management has representedthat, to the best of its knowledgeand belief, as disclosed in note56(v) to the standalone financialstatements, no funds have beenreceived by the Company from anyperson(s) or entity(ies), includingforeign entities (‘the FundingParties’), with the understanding,whether recorded in writing orotherwise, that the Company shall,whether directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party(‘Ultimate Beneficiaries’) or provideany guarantee, security or the like onbehalf of the Ultimate Beneficiaries;and
c. Based on such audit procedures
performed as considered reasonableand appropriate in the circumstances,nothing has come to our notice thathas caused us to believe that themanagement representations undersub-clauses (a) and (b) above
contain any material misstatement.
v. a. The final dividend paid by the
Company during the year ended31st March 2025 in respect of suchdividend declared for the previousyear is in accordance with section123 of the Act to the extent it appliesto payment of dividend.
b. As stated in note 42(b) to the
accompanying standalone financialstatements, the Board of Directorsof the Company have proposedfinal dividend for the year ended31st March 2025 which is subject tothe approval of the members at theensuing Annual General Meeting. Thedividend declared is in accordancewith section 123 of the Act to theextent it applies to declaration ofdividend.
vi. As stated in Note 57 to the standalonefinancial statements and based on ourexamination which included test checks,except for instances mentioned below,the Company, in respect of financial yearcommencing on or after 1st April 2024, hasused accounting software for maintainingits books of account which have a featureof recording audit trail (edit log) facility andthe same have been operated throughoutthe year for all relevant transactionsrecorded in the software. Further, duringthe course of our audit we did not comeacross any instance of audit trail featurebeing tampered with. Furthermore, theaudit trail has not been preserved by theCompany as per the statutory requirementsfor record retention.
Nature of exception noted
Details of Exception
Instances of accounting software forbooks of account which did not haverecording audit trail (edit log) facility
maintaininga feature of
The software used for issue of tickets at casino, did nothave a feature of recording audit trail (edit log) facility.
Instances of accounting software for maintainingbooks of account for which the feature of recordingaudit trail (edit log) facility was not operatedthroughout the year for all relevant transactionsrecorded in the software
i) The audit trail feature in the accounting softwareused for maintenance of all accounting records wasnot enabled up to 11th June, 2024 and the samedid not operate throughout the year for all relevanttransactions recorded in the software.
ii) The audit trail feature was not enabled at thedatabase level for software to log any direct datachanges, used for maintenance of revenue andmaterial master (for hospitality business) records bythe Company.
Instances of accounting software maintained by athird party where we are unable to comment on theaudit trail feature at database level
The software used for maintenance of payroll records isoperated by a third-party software service provider. In theabsence of any information on existence of audit trail (editlogs) for any direct changes made at the database level inthe ‘Independent Service Auditor’s Assurance Report onthe Description of Controls, their Design and OperatingEffectiveness’ (‘Type 2 report’ issued in accordance withSAE 3402, Assurance Reports on Controls at a ServiceOrganization), we are unable to comment on whetheraudit trail feature with respect to the database of the saidsoftware was enabled and operated throughout the year.
Instance of accounting software for maintainingbooks of account for which the feature of recordingaudit trail (edit log) facility was not operatedeffectively during the reporting period
The software used for maintenance of revenue andmaterial master (for hospitality business) records of theCompany did not capture the details of what data waschanged while recording audit trail (edit log) at theapplication level.
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Membership No.: 042423UDIN: 25042423BMNR AX2245
Place: MumbaiDate: 22nd April 2025