We have audited the accompanying standalone financial statements of Amagi Media Labs Limited (formerly Amagi Media Labs Private Limited) (“the Company”), which comprise the Standalone Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss, including the Standalone Statement of Other Comprehensive Income/ (Loss), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid stand¬ alone financial statements give the information required by the Companies Act, 2013, as amended (“the 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 March 31, 2026, its profit including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs), as specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Standalone Financial Statements’ section of our report. We are indepen¬ dent 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 audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the financial year ended March 31, 2026. 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. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the perfor¬ mance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the mat¬ ters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
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Key audit matters
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How our audit addressed the key audit matter
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Revenue recognition and allowance for trade receivables
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(as described in Note 2.2(e), 11 and 26 of the standalone financial statements)
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Revenue contracts with customers include varied terms and conditions, which require the exercise of significant management judgment in identifying distinct performance obligations, determining the timing of revenue recognition, and assessing the Company’s enforceable rights to receive payment for performance completed to date.
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Our audit procedures included the following:
• We evaluated the Company’s revenue recognition pol¬ icies in accordance with Ind AS 115 - Revenue from Contracts with Customers.
• We assessed design and tested operative effectiveness of key internal controls implemented by the management over revenue recognition.
• We performed test of details, on a sample basis by inspecting the underlying documents for revenue trans-
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Further, the allowance for expected credit losses
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on trade receivables is determined based on man-
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agement’s estimates and assumptions, including customer credit risk profiles, historical recovery patterns, and expectations regarding the timing of future cash flows.
Given the significant judgments and estimates involved in revenue recognition and in determining
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actions and performing contract reviews to assess iden¬ tification of performance obligations and pricing terms.
• We tested revenue transactions recorded near year-end, on a sample basis, to assess that revenue has been rec¬ ognised in the appropriate accounting period.
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allowance for trade receivables, we considered this
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• We tested the ageing of trade receivables used by the
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to be a key audit matter.
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management in the computation of expected credit loss.
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• We evaluated the reasonableness of key assumptions
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applied by management in determining the allowance for trade receivables.
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• We assessed the disclosures in the standalone financial
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statements in this regard.
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Tax litigations and contingencies
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(as described in Note 2.2(m) and Note 35(a) of the standalone financial statements)
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As at March 31, 2026, the Company has tax related contingencies aggregating to Rs. 331.51 million aris¬ ing from litigations and disputes with tax author¬ ities. The evaluation of tax contingencies involves significant management judgement, particularly in interpreting applicable tax laws and judicial prec¬ edents, assessing uncertain tax positions, and esti¬ mating the associated financial impact.
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Our audit procedures included the following:
• We evaluated the Company’s accounting policies relating to taxes and uncertain tax positions for compliance with Ind AS 12 - Income Taxes.
• We assessed the design and operating effectiveness of key internal controls over recognition and disclosure of tax provisions and contingencies.
• We reviewed correspondence with tax authorities, tax
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Given the inherent uncertainty, the complexity of the judgements involved, and the potential magni¬ tude of related amounts, we considered the evalu-
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assessment orders, and opinions from external tax advi¬ sors to assess the status of ongoing tax litigations.
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ation of tax related contingencies to be a key audit
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• We evaluated management’s assessment of the likeli-
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matter.
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hood of outflow in respect of disputed tax matters and the appropriateness of provisions and disclosures made.
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• We involved tax specialists, where considered necessary,
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to evaluate significant tax positions, disputed tax matters and management’s interpretation of applicable tax laws.
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• We assessed the adequacy and appropriateness of related
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disclosures in the standalone financial statements.
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Other Information
The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the standalone financial statements and our audi¬ tor’s report thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other informa¬ tion identified above when it becomes available and, in doing so, consider whether such other information is mate¬ rially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Responsibilities of Management for the Standalone Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the standalone financial position, standalone financial performance including standalone other comprehensive income/(loss), standalone cash flows and standalone changes in equity of the Company in accordance with the accounting principles gener¬ ally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensur¬ ing the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going con¬ cern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influ¬ ence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepti¬ cism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstate¬ ment resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to standalone finan¬ cial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or con¬ ditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events 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 audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements for the financial year ended March 31, 2026 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a mat¬ ter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh 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 of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure 1” a statement on the matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report, to the extent applicable, that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books, except as stated in Note 44 and 45 to the standalone finan¬ cial statements that (i) for two software the back-up of books of account and other books and papers main¬ tained in electronic mode were not maintained on servers physically located in India on a daily basis; and (ii) for matters stated in the paragraph 2(i).vi. below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss including the Statement of Standalone Other Comprehensive Income/(Loss), the Standalone Statement of Cash Flows and the Standalone Statement of Changes in Equity dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from being appointed as a director in terms of section 164(2) of the Act;
(f) The modifications relating to maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under section 143(3)(b) of the Act; and paragraph 2(i)vi. below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014;
(g) With respect to the adequacy of the internal financial controls with reference to these standalone finan¬ cial statements and the operating effectiveness of such controls, refer to our separate report in “Annexure 2” to this report;
(h) In our opinion, the managerial remuneration for the year ended March 31, 2026 has been paid/provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act; and
(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its stand¬ alone financial statements - Refer Note 35(a) to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
iv. (a) The management has represented that, to the best of its knowledge and belief, no funds have
been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediary”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other person or entity identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiary”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiary;
(b) The management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity (“Funding Party”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other person or entity identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiary”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiary; and
(c) Based on such audit procedures performed that have been considered reasonable and appropri¬ ate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (a) and (b) above contain any material misstatement.
v. No dividend has been declared or paid during the year by the Company; and
vi. Based on our examination which included test checks, and as explained in Note 45 to the standalone financial statements, the Company has used five accounting software, for maintaining its books of account and other records which have feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in these software except that, in the absence of relevant information in the Service Organisation Controls reports, we are unable to comment whether audit trail feature is enabled for certain changes made, if any, to database using privileged/administrative access rights for these software.
Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of aforesaid software where the audit trail has been enabled. Additionally, except for a software maintaining customer order and related records, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Pankaj Agarwal
Partner
Membership Number: 217018
Unique Document Identification Number (UDIN): 26217018FRYRSJ3843
Place of signature: Bengaluru
Date: May 20, 2026
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