We have audited the accompanying standalone INDAS financial statements of Infibeam Avenues Limited("the Company"), which comprise the Balance Sheetas at March 31, 2025, the Statement of Profit and Loss(including Other Comprehensive Income), the Statementof Cash Flows and the Statement of Changes in Equityfor the year then ended and a summary of the significantaccounting policies and other explanatory information(hereinafter referred to as "the standalone IND ASfinancial statements")
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone IND AS financial statements give theinformation required by the Companies Act, 2013 ("theAct") 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 theCompanies (Indian Accounting Standards) Rules, 2015,as amended, ("Ind AS") and other accounting principlesgenerally accepted in India, of the state of affairs ofthe Company as at March 31, 2025 and its profit, totalcomprehensive income, changes in equity and its cashflows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone IND ASfinancial statements in accordance with the Standardson Auditing (SAs) specified under section 143(10) ofthe Act. Our responsibilities under those Standardsare further described in the Auditor's Responsibilitiesfor the Audit of the Standalone IND AS financialStatements section of our report. We are independentof the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India(ICAI) together with the ethical requirements that arerelevant to our audit of the standalone IND AS financialstatements under the provisions of the Act and the Rulesmade thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standaloneIND AS financial statements
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of thestandalone IND AS financial statements for the year ended March 31, 2025. These matters were addressed in thecontext of our audit of the standalone IND AS financial statements as a whole and in forming our opinion thereon,and we do not provide a separate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.
Sr
No
Key Audit Matter
Auditors Response
1.
Goodwill Impairment
Principal Audit Procedures
Included on the balance sheet is an intangible
Focusing on Infibeam Avenues Ltd business, we
assets balance of ?18,264.58 million as on March
understood, evaluated and validated management's
31, 2025 which relates to goodwill of ? 16,124.18
key controls over the impairment assessment
million which arose mainly from past acquisition
process.The company had obtained a valuation
and other intangible assets like Computer Software,
report from external independent valuer. On
Trademark and Customer relationship of ? 2,140.39
observing the same, following audit procedures
million are classified as other Intangible Assets.
were adopted:
The Company is required to perform impairment
• Evaluating the methodical and mathematical
assessments of goodwill annually. For intangible
accuracy of the model used for the impairment
assets with useful lives, the Company is required
testing, the appropriateness of the assumptions,
to review these for impairment whenever events
and the methodology used to prepare its cash
or changes in circumstances indicate that their
flow forecasts.
carrying amounts may not be recoverable, and atleast annually, review whether there is any changein their expected useful lives.
• gaining an understanding and assessing thereasonableness of business plans by comparingthem to prior year's assumptions;
For the purpose of performing impairmentassessments, all intangible assets including goodwillhave been allocated to groups of cash generatingunits ("CGUs"). The recoverable amount of theunderlying CGUs is supported by value-in-use
• comparing the current years actual results includedin the model to consider whether forecastsincluding assumptions that, with hindsight, havebeen appropriate.
calculations which are based on future discounted
• discussing the potential changes in key drivers as
cash flows. Management concluded that the
compared to previous year / actual performance
intangible assets including goodwill were not
with management in order to evaluate whether
impaired as of March 31, 2025.
the inputs and assumptions used in the cash flow
The above assessment on annual impairment of
forecasts were suitable.
goodwill having indefinite useful life is considered
• recalculating the value in use calculations
as significant accounting judgement and estimate tothe standalone IND AS financial statements and akey audit matter because the assumptions on whichthe tests are based are highly judgmental and areaffected by future market and economic conditionswhich are inherently uncertain, and because of themateriality of the balances to the standalone IND ASfinancial statements as a whole.
• challenging the robustness of the key assumptionsused to determine the value in use, including theallocation of goodwill to the adequate CGUs, cashflow forecasts, long-term growth rates and thediscount rates based on our understanding of thecommercial prospects of the related CGUs andby comparing them with publicly available data,where possible;
Kindly refer Note No. 6 to the standalone IND ASfinancial statements.
We also considered the appropriateness ofdisclosures in the standalone IND AS financialstatements and conclude that our audit proceduresdid not lead to any reservations regarding thegoodwill impairment test.
Information Other than the Standalone INDAS financial Statements and Auditor's ReportThereon
The Company's Board of Directors is responsible for theother information. The other information comprises theinformation included in the Annual report, but does notinclude the standalone IND AS financial statements andour report thereon.
Our opinion on the standalone IND AS financialstatements does not cover the other information andwe do not express any form of assurance conclusionthereon.
In connection with our audit of the standalone IND ASfinancial statements, our responsibility is to read theother information and, in doing so, consider whetherthe other information is materially inconsistent withthe standalone IND AS financial statements or ourknowledge obtained during the course of our audit orotherwise appears to be materially misstated.
If, based on the work we have performed, we concludethat there is a material misstatement of this otherinformation, we are required to report that fact. We havenothing to report in this regard.
Responsibility of Management and ThoseCharged with Governance for the StandaloneIND AS financial Statements
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respectto the preparation of these standalone IND AS financialstatements that give a true and fair view of the financialposition, financial performance, total comprehensiveincome, cash flows and changes in equity of the Companyin accordance with the IND AS and other accountingprinciples generally accepted in India. This responsibilityalso includes maintenance of adequate accountingrecords in accordance with the provisions of the Actfor safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accountingpolicies; making judgments and estimates that arereasonable and prudent; and design, implementationand maintenance of adequate internal financial controlsthat were operating effectively for ensuring the accuracyand completeness of the accounting records relevant tothe preparation and presentation of the standalone INDAS financial statements that give a true and fair viewand are free from material misstatement, whether dueto fraud or error.
In preparing the standalone IND AS financial statements,management is responsible for assessing the Company'sability to continue as a going concern, disclosing,as applicable, matters related to going concern andusing the going concern basis of accounting unlessmanagement either intends to liquidate the Company orto cease operations, or has no realistic alternative but
to do so.
The Board of Directors is responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of theStandalone IND AS financial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone IND AS financial statements asa whole are free from material misstatement, whetherdue to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements canarise from fraud or error and are considered material if,individually or in the aggregate, they could reasonablybe expected to influence the economic decisions ofusers taken on the basis of these standalone IND ASfinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of materialmisstatement of the standalone IND AS financialstatements, whether due to fraud or error, designand perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion.The risk of not detecting a material misstatementresulting from fraud is higher than for one resultingfrom error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or theoverride of internal control.
• Obtain an understanding of internal financialcontrols relevant to the audit in order to designaudit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act,we are also responsible for expressing our opinionon whether the Company has adequate internalfinancial controls system in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accountingpolicies used and the reasonableness of accountingestimates and related disclosures made bymanagement.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, weare required to draw attention in our auditor's reportto the related disclosures in the standalone INDAS financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up tothe date of our auditor's report. However, futureevents or conditions may cause the Company tocease to continue as a going concern.
• Evaluate the overall presentation, structureand content of the standalone IND AS financialstatements, including the disclosures, and whetherthe standalone IND AS financial statementsrepresent the underlying transactions and eventsin a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in thestandalone IND AS financial statements that, individuallyor in aggregate, makes it probable that the economicdecisions of a reasonably knowledgeable user ofthe standalone IND AS financial statements may beinfluenced. We consider quantitative materiality andqualitative factors in (i) Planning the scope of our auditwork and in evaluating the results of our work; and (ii)to evaluate the effect of any identified misstatements inthe standalone IND AS financial statements.
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 internal controlthat we identify during our audit.
We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and tocommunicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those chargedwith governance, we determine those matters thatwere of most significance in the audit of the standaloneIND AS financial statements of the current year andare therefore the key audit matters. We describe thesematters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when,in extremely rare circumstances, we determine thata matter should not be communicated in our reportbecause the adverse consequences of doing so wouldreasonably be expected to outweigh the public interestbenefits of such communication.
Other Matters
We draw attention to Note 42 of the standalone INDAS financial statements of the company. The Hon'bleNational Company Law Tribunal, Ahmedabad Bench,vide its order dated August 29, 2024, sanctioned theComposite Scheme of Arrangement amongst InfibeamAvenues Limited ('Infibeam'), Odigma ConsultancySolutions Limited ('Odigma'), Infibeam ProjectsManagement Private Limited ('IPMPL') and their respectiveshareholders and creditors under Sections 230 to 232and other applicable provisions of the Companies Act,2013 ('Scheme') leading to demerger of Global Top Level
Domain (GTLD) Undertaking from Infibeam to Odigmaand transfer of the Project Management Undertakingas a going concern on slump sale basis. The Schemebecame effective upon filing of certified copy of the orderwith the Registrar of Companies (RoC) on September 14,2024. The Appointed Date for the Composite Scheme ofArrangement was April 1, 2023 and the Record Date wasset as September 11, 2024 for the purpose of determiningthe shareholders for issuance of Equity Shares.
Further as stated in the aforesaid note, the comparativefinancial information for the year ended March 31, 2024have been restated to give effect to the terms of thescheme.
Our opinion is not modified in respect of this matter.
Report on Other Legal and RegulatoryRequirements
1. As required by the Companies (Auditor's report)Order, 2020 ("the Order") issued by the CentralGovernment of India in terms of sub-section (11) ofsection 143 of the Act, we give in the "Annexure A"a statement on the matters specified in paragraphs3 and 4 of the Order.
2. As required by Section 143(3) of the Act, we reportthat:
a) We have sought and obtained all theinformation and explanations which to thebest of our knowledge and belief werenecessary for the purposes of our audit.
b) In our opinion, proper books of accountas required by law have been kept by theCompany so far as it appears from ourexamination of those books.
c) The Balance Sheet, the Statement of Profitand Loss including Other ComprehensiveIncome, the Statement of Cash Flow andStatement of Changes in Equity dealt with bythis Report are in agreement with the relevantbooks of account.
d) In our opinion, the aforesaid standalone INDAS financial statements comply with the IndAS specified under Section 133 of the Act.
e) On the basis of the written representationsreceived from the directors as on March31, 2025 taken on record by the Board ofDirectors, none of the directors is disqualifiedas on March 31, 2025 from being appointedas a director in terms of Section 164 (2) of theAct.
f) With respect to the adequacy of the internalfinancial controls over financial reportingof the Company with reference to thesestandalone IND AS financial statements andthe operating effectiveness of such controls,
refer to our separate Report in "Annexure B"to this report.
g) With respect to the other matters to beincluded in the Auditor's Report in accordancewith the requirements of section 197(16) ofthe Act, as amended:
During the financial year the company has notpaid any remuneration to any of the directors
h) With respect to the other matters to beincluded in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit andAuditors) Rules, 2014, as amended in ouropinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impactof pending litigations as at 31st March,2025 on its financial position in itsstandalone IND AS financial statements- Refer Note No. 21 to the standaloneIND AS financial statements.
ii. The Company did not have any long¬term contracts including derivativecontracts for which there were anymaterial foreseeable losses.
iii. There has been no delay in transferringamounts, required to be transferred, tothe Investor Education and ProtectionFund by the company.
iv.
(a) The management has represented that,to the best of its knowledge and belief,as disclosed in Note No. 36 to thestandalone IND AS financial statements,no funds have been advanced or loanedor invested (either from borrowed fundsor share premium or any other sourcesor kind of funds) by the Company to or inany other persons or entities, includingforeign entities ("Intermediaries"), withthe understanding, whether recordedin writing or otherwise, that theIntermediary shall:
• directly or indirectly lend or invest inother persons or entities identifiedin any manner whatsoever("Ultimate Beneficiaries") by or onbehalf of the Company or
• provide any guarantee, securityor the like to or on behalf of theUltimate Beneficiaries.
(b) The management has represented,that, to the best of its knowledge andbelief, as disclosed in Note No. 36to the standalone IND AS financialstatements, no funds have been
received by the Company from anypersons or entities, including foreignentities ("Funding Parties"), with theunderstanding, whether recorded inwriting or otherwise, that the Companyshall:
• directly or indirectly, lendor invest in other personsor entities identified in anymanner whatsoever ("UltimateBeneficiaries") by or on behalf ofthe Funding Party or
• provide any guarantee, securityor the like from or on behalf of theUltimate Beneficiaries; and
(c) Based on such audit procedures asconsidered reasonable and appropriatein the circumstances, nothing has cometo our notice that has caused us tobelieve that the representations undersub clause (iv) (a) and (iv) (b) containany material mis-statement.
v. As stated in Note 10.8 to the standaloneIND AS financial statements, the finaldividend paid by the Company duringthe year in respect of the same declaredfor the previous year is in accordancewith section 123 of the Companies Act,2013 to the extent it applies to paymentof dividend. The Board of Directors ofthe Company have not proposed finaldividend for the year ended March 31,2025.
3 Based on our examination, which included testchecks, the Company has used accountingsoftware for maintaining its books of account forthe financial year ended March 31, 2025, which hasa feature of recording audit trail (edit log) facilityand the same has operated throughout the year forall relevant transactions recorded in the software.Further, during the course of our audit we did notcome across any instance of the audit trail featurebeing tampered with and the audit trail has beenpreserved by the Company as per the statutoryrequirements for record retention.
For Shah & Taparia
Chartered Accountants
ICAI Firm Registration No.: 109463W
Ramesh JoshiPartner
Membership Number: 033594UDIN: 25033594BMJKST9554
Date: May 26, 2025Place: Gandhinagar