We have audited the accompanying Standalone financialstatements of Digjam Limited (“the Company”), which comprisethe Balance Sheet as at March 31, 2025, the Statement of Profitand Loss (including Other Comprehensive Income), Statement ofChanges in Equity and the Cash Flow Statement for the year thenended, and a summary of significant accounting policies andother explanatory information (hereinafter referred to as “theStandalone financial statements”).
In our opinion and to the best of our information and according tothe explanations given to us, the aforesaid Standalone financialstatements give the information required by the Companies Act,2013 (“the Act”) in the manner so required and give a true and fairview in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules, 2015, as amended, (“IndAS”) and other accounting principles generally accepted in India,of the state of affairs of the Company as at March 31, 2025 and itsloss, total comprehensive loss, changes in equity and its cashflows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Statement financial statements inaccordance with the Standards on Auditing (“SAs”) specifiedunder section 143(10) of the Act. Our responsibilities underthose SAs are further described in the Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements section ofour report. We are independent of the Company in accordancewith the Code of Ethics issued by the Institute of CharteredAccountants of India (“ICAI”) together with the ethicalrequirements that are relevant to our audit of the Standalonefinancial statements under the provisions of the Act and the Rulesmade thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and theCode of Ethics issued by ICAI. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basisfor our opinion on the Standalone financial statements.
Material Uncertainty Related to Going Concern
We draw attention to Note 35 of the accompanying Standalonefinancial statement, which indicates that the Company hasincurred a total comprehensive loss of '1,044.09 lakhs for theyear ended March 31, 2025. As of that date, the Company'scurrent liabilities exceeded its current assets by ' 502.64 lakhs.Further, operations at the Company's sole manufacturing facilitylocated at Jamnagar have been discontinued effective March 31,2025, and the related assets have been classified as “Non-CurrentAssets Held for Sale” under Ind AS 105, with a carrying value of'5,714.12 lakhs.
These events and conditions indicate the existence of a materialuncertainty that may cast significant doubt on the Company'sability to continue as a going concern. However, as disclosed in thesaid note, the standalone financial statement have been preparedon a going concern basis based on management's plans, whichinclude realisation of non-core assets, cost optimization, andstrategic restructuring to support future business viability.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgement, were of most significance in our audit of theStandalone financial statements of the current period. Thesematters were addressed in the context of our audit of theStandalone financial statements as a whole, and in forming ouropinion thereon, and we do not provide a separate opinion onthese matters. We have determined that there are no key auditmatters to communicated in our report.
The Company's Management and Board of Directors isresponsible for the preparation of the other information. TheOther Information comprises the information included in reportof the Board of Directors but does not include the standalonefinancial statements and our auditor's report thereon. TheAnnual Report is expected to be made available to us after the dateof this report.
Our opinion on the standalone financial statements does notcover the Other Information and we will not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationidentified above and in doing so, consider whether the otherinformation is materially inconsistent with the standalonefinancial statements or our knowledge obtained during thecourse of our audit, or otherwise appears to be materiallymisstated.
When we read the other information as mentioned above, thatwould be included in Annual Report, if we conclude that there is amaterial misstatement therein, we are required to communicatethe matter to those charged with governance and takeappropriate action as applicable under the relevant laws andregulations.
The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparationof these Standalone financial statements that give a true and fairview of the financial position, financial performance, totalcomprehensive loss, changes in equity and cash flows of theCompany in accordance with the Ind AS and other accountingprinciples generally accepted in India. This responsibility alsoincludes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the Standalone financial statements that give atrue and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the Standalone financial statements, Managementand Board of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using the goingconcern basis of accounting unless the management eitherintends to liquidate the Company or to cease operations, or has norealistic alternative but to do so.
The Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance about whetherthe Standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issuean auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee thatan audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influencethe economic decisions of users taken on the basis of theseStandalone financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of theStandalone financial statements, whether due to fraud orerror, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraudis higher than for one resulting from error, as fraud mayinvolve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i)If the Act, we are also responsible for expressing ouropinion on whether the company has adequate internalfinancial controls in place and the operating effectivenessof such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on theaudit evidence obtained, whether a material uncertaintyexists related to events or conditions that may castsignificant doubt on the Company's ability to continue as agoing concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor'sreport to the related disclosures in the Standalonefinancial statements or, if such disclosures are inadequate,to modify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause theCompany to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of
the Standalone financial statements, including thedisclosures, and whether the Standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of the audita n d s i g n i fi c a n t a u d i t fi n d i n g s, including any significantdeficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with them allrelationships and other matters that may reasonably be thoughtto bear on our independence, and where applicable, relatedsafeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the Standalone financial statements ofthe current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law orregulation precludes public disclosure about the matter or when,in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order,2020 (“the Order”), issued by the Central Government ofIndia in terms of section 143(11) of the Act, we give in the“Annexure A”, a statement on the matters specified in theparagraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, based on our auditwe report that:
(i) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
(ii) In our opinion, proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books exceptfor the matters stated in the paragraph 2(i)(vi) belowon reporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014;
(iii) The Balance Sheet, the Statement of Profit and Loss(including Other Comprehensive Income), theStatement of Changes in Equity and the Cash FlowStatement dealt with by this Report are in agreementwith the relevant books of account;
(iv) In our opinion, the aforesaid Standalone financialstatements comply with the Ind AS specified undersection 133 of the Act, read with relevant rules issuedthereunder and relevant provisions of the Act;
(v) On the basis of the written representations receivedfrom the directors as on March 31, 2025 taken onrecord by the Board of Directors, none of thedirectors is disqualified as on March 31, 2025 frombeing appointed as a director in terms of section164(2) of the Act;
(vi) With respect to maintenance of accounts and othermatters connected therewith, reference is made inparagraph 2(i)(vi) below on reporting under rule11(g) of the Rules;
(vii) With respect to the adequacy of the internal financialcontrols over financial reporting of the Company andthe operating effectiveness of such controls, refer toour separate report in “Annexure B”. Our reportexpresses an unmodified opinion on the adequacyand operating effectiveness of the Company'sinternal financial controls with reference toStandalone financial statements.
(viii) With respect to the other matters to be included inthe Auditor's Report in accordance with therequirements of section 197(16) of the Act, asamended:
In our opinion and to the best of our information andaccording to the explanations given to us, theremuneration paid by the Company to its directorsduring the year is in accordance with the provisionsof section 197 of the Act; and;
(ix) With respect to the other matters to be included inthe Auditor's Report in accordance with rule 11 of theCompanies (Audit and Auditors) Rules, 2014, asamended, in our opinion and to the best of ourinformation and according to the explanations givento us:
a) The Company does not have any pendinglitigations having impact on its financialposition in its Standalone financial statements;
b) The Company has made adequate provisionas required under the applicable laws oraccounting standards for any materialforeseeable losses if any on long-termcontracts including derivative contracts;
c) There were no amounts which were requiredto be transferred to the Investor Education andProtection Fund by the Company;
(i) As stated in Note 33(iv) to the Standalonefinancial statements the Management hasrepresented that, to the best of itsknowledge and belief, no funds (which arematerial either individually or in theaggregate) have been advanced or loanedor invested (either from borrowed fundsor share premium or any other sources orkind of funds) by the Company to or in anyother person(s) or entity(ies), includingforeign entities (“Intermediaries”), withthe understanding, whether recorded inwriting or otherwise, that theIntermediary shall, whether, directly orindirectly lend or invest in other personsor entities identified in any mannerwhatsoever by or on behalf of theCompany (“Ultimate Beneficiaries”) orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;
(ii) As stated in Note 33(v) to the Standalonefinancial statements the Managementhas represented, that, to the best of itsknowledge and belief, no funds (whichare material either individually or inthe aggregate) have been received bythe Company from any person(s)or entity(ies), including foreign entities(“Fun d in g Partie s” ) , wi th theunderstanding, whether recorded inwriting or otherwise, that the Companyshall, whether, directly or indirectly, lendor invest in other persons or entitiesidentified in any manner whatsoever by oron behalf of the Funding Party (“UltimateBeneficiaries”) or provide any guarantee,security or the like on behalf of theUltimate Beneficiaries;
(iii) Based on the audit procedures performedby us that has been considered reasonableand appropriate in the circumstances,nothing has come to our notice thathas caused us to believe that therepresentations under sub-clause (i)and (ii) of Rule 11(e), of the Audit &Auditors Rule,2014 as provided under (i)and (ii) above, contain any materialmisstatement;
d) The Company has neither declared nor paidany dividend during the year; and
e) Based on our examination which included testchecks, the Company has migrated to theaccounting software (SAB Infotech) with effectfrom October 01, 2024, for maintaining itsbooks of account which has a feature ofrecording audit trail (edit log) and the samehas been operated for all transactions postcompletion of the migration and we did notcome across any instance of audit trail featurebeing tampered with. However, the saidsoftware does not have feature of recordingaudit trail for direct changes at the databaselevel. Except for the previous periods and theperiod for first six months from April 1, 2024,where the audit trail feature was not enabledfor the accounting software and its databases,the Company has preserved the audit trail inaccordance with statutory record retentionrequirements.
For Nayan Parikh & Co.
Chartered AccountantsFirm Registration No. 107023W
Partner
Place: Mumbai Membership No. 060639
Date: May 27, 2025 UDIN: 25060639BMNUFQ9975