We have audited the accompanying standalone IND AS financial statements of AvenuesAI Limited (formerly
known as Infibeam Avenues Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2026,
the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the
Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and
other explanatory information (hereinafter referred to as "the standalone IND AS financial statements")
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone IND AS financial statements give the information required by the Companies Act, 2013 ("the Act") in the
manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind
AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March
31, 2026 and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit of the standalone IND AS financial statements in accordance with the Standards on Auditing
(SAs) 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 IND AS financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone
IND AS financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with these requirements and the ICAI's 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 IND 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 the
standalone IND AS financial statements for the year ended March 31, 2026. These matters were addressed in the
context 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 be
the key audit matters to be communicated in our report.
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Sr
No
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Key Audit Matter
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Auditors Response
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1.
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Transfer of Platform Business Undertaking
to Subsidiary under Common Control and its
presentation as a Discontinued Operation
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Principal Audit Procedures
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During the year, the Company transferred its
Platform Business Undertaking, including the
investment and other current assets, to Rediff.
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Our audit procedures included, among others:
• Read and evaluated the Business Transfer Agreement
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(BTA), including the effective date, scope of
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com India Limited (a fellow entity under common
control), on a slump sale basis with effect from
September 30, 2025, for a consideration of Rs
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the Undertaking transferred and consideration
mechanism.
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8,003.90 million, discharged partly by way of
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• Evaluated whether the Platform Business meets the
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equity shares of the transferee (25,08,70,927
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definition of a discontinued operation under Ind AS
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shares aggregating Rs 4,003.90 million) and
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105, being a separate major line of business that has
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partly in cash (Rs 4,000.00 million).
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been disposed of.
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The Platform Business has been presented as
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• Tested the workings prepared by management
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a discontinued operation in accordance with
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segregating the income, expenses, assets and
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Ind AS 105 - Non-current Assets Held for Sale
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liabilities of the Platform Business (discontinued
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and Discontinued Operations. The results of the
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operation) from those of continuing operations, and
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Platform Business up to the effective date of
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verified the arithmetical accuracy and consistency of
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transfer have been disclosed separately as profit
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this segregation.
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from discontinued operations, and the difference
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• Reviewed the report of the independent valuer used
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arising on transfer, being a transaction between
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in determining the consideration and share issue
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entities under common control as prescribed by
Appendix C to Ind AS 103, has been accounted
for in accordance with the Company's accounting
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price, and assessed the competence, capability and
objectivity of the valuer.
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policy for such transactions.
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• Verified the derecognition of the net assets transferred
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We considered this a Key Audit Matter on account
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at their carrying values and the accounting for the
difference between the consideration received and
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of the materiality of the transaction, its nature as a
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the carrying value of net assets, being a transaction
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related party transaction under common control,
the judgement involved in the classification
and presentation of the Platform Business as
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with an entity under common control in accordance
with Appendix C to Ind AS 103.
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a discontinued operation, the segregation of
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• Verified the effective date of transfer and the
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continuing and discontinued results across the
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recognition of results of the discontinued operation
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reporting periods, and the accounting for the
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on a pro-rata basis up to that date.
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difference arising on transfer.
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We also considered the appropriateness of the
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Kindly refer Note No. 42 to the standalone IND
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presentation and disclosures in the standalone IND
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AS financial statements.
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AS financial statements and conclude that our audit
procedures did not lead to any reservations in this
regard.
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2. Goodwill Impairment
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Principal Audit Procedures
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Included on the balance sheet is an intangible
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Focusing on AvenuesAI Limited business, we
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assets balance of Rs.17,543.85 million as on
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understood, evaluated and validated management's key
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March 31, 2026 which relates to goodwill of
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controls over the impairment assessment process. The
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Rs 16,124.18 million which arose mainly from
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company had obtained a valuation report from external
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past acquisition and other intangible assets like
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independent valuer. On observing the same, following
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Computer Software, Trademark and Customer
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audit procedures were adopted:
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relationship of Rs. 1,419.66 million are classified
as other Intangible Assets.
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• Evaluating the methodical and mathematical accuracy
of the model used for the impairment testing,
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The Company is required to perform impairment
assessments of goodwill annually. For intangible
assets with useful lives, the Company is required
to review these for impairment whenever events
or changes in circumstances indicate that their
carrying amounts may not be recoverable, and
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the appropriateness of the assumptions, and the
methodology used to prepare its cash flow forecasts.
• Gaining an understanding and assessing the
reasonableness of business plans by comparing them
to prior year's assumptions;
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at least annually, review whether there is any
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• Comparing the current years actual results included
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change in their expected useful lives.
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in the model to consider whether forecasts including
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For the purpose of performing impairment
assessments, all intangible assets including
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assumptions that, with hindsight, have been
appropriate.
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goodwill have been allocated to groups of cash
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• Discussing the potential changes in key drivers as
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generating units ("CGUs"). The recoverable
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compared to previous year / actual performance with
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amount of the underlying CGUs is supported
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management in order to evaluate whether the inputs
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by value-in-use calculations which are based
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and assumptions used in the cash flow forecasts
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on future discounted cash flows. Management
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were suitable.
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concluded that the intangible assets including
goodwill were not impaired as of March 31, 2026.
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• Recalculating the value in use calculations
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The above assessment on annual impairment of
goodwill having indefinite useful life is considered
as significant accounting judgement and estimate
to the standalone IND AS financial statements and
a key audit matter because the assumptions on
which the tests are based are highly judgmental
and are affected by future market and economic
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• Challenging the robustness of the key assumptions
used to determine the value in use, including the
allocation of goodwill to the adequate CGUs, cash flow
forecasts, long-term growth rates and the discount
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rates based on our understanding of the commercial
prospects of the related CGUs and by comparing
them with publicly available data, where possible;
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conditions which are inherently uncertain, and
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We also considered the appropriateness of disclosures
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because of the materiality of the balances to
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in the standalone IND AS financial statements and
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the standalone IND AS financial statements as a
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conclude that our audit procedures did not lead to any
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whole.
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reservations regarding the goodwill impairment test.
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Kindly refer Note No. 6 to the standalone IND AS
financial statements.
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Information Other than the Standalone IND AS financial Statements and Auditor's Report Thereon
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 IND AS financial statements and our
report thereon.
Our opinion on the standalone IND AS financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the standalone IND AS financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the standalone
IND AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be
materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management and Those Charged
with Governance for the Standalone IND AS 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 IND AS financial
statements that give a true and fair view of the financial
position, financial performance, total comprehensive
income, cash flows and changes in equity of the Company
in accordance with the IND AS and other accounting
principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding 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 design, implementation
and maintenance of adequate internal financial controls
that were operating effectively for ensuring the accuracy
and completeness of the accounting records relevant to
the preparation and presentation of the standalone IND
AS 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 IND AS 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 concern 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 is responsible for overseeing the
Company's financial reporting process.
Auditor's Responsibilities for the Audit of the
Standalone IND AS financial Statements
Our objectives are to obtain reasonable assurance about
whether the standalone IND AS 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 influence the economic decisions of
users taken on the basis of these standalone IND AS
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:
• Identify and assess the risks of material
misstatement of the standalone IND AS 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 misstatement
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 financial
controls 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 system 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 IND
AS 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 conditions may cause the Company to
cease to continue as a going concern.
• Evaluate the overall presentation, structure
and content of the standalone IND AS financial
statements, including the disclosures, and whether
the standalone IND AS financial statements
represent the underlying transactions and events
in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the
standalone IND AS financial statements that, individually
or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of
the standalone IND AS financial statements may be
influenced. We consider quantitative materiality and
qualitative factors in (i) Planning the scope of our audit
work and in evaluating the results of our work; and (ii)
to evaluate the effect of any identified misstatements in
the standalone IND AS financial statements.
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
IND AS financial statements of the current year 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 matter 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 A"
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
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.
c) The Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
Income, the Statement of Cash Flow and
Statement of Changes in Equity dealt with by
this Report are in agreement with the relevant
books of account.
d) In our opinion, the aforesaid standalone IND
AS financial statements comply with the Ind
AS specified under Section 133 of the Act.
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) With respect to the adequacy of the internal
financial controls over financial reporting
of the Company with reference to these
standalone IND AS financial statements and
the operating effectiveness of such controls,
refer to our separate Report in "Annexure B"
to this report.
g) With respect to the other matters to be
included in the Auditor's Report in accordance
with the requirements of section 197(16) of
the Act, as amended:
During the financial year the company has not
paid any remuneration to any of the directors.
h) 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 as at 31st March,
2026 on its financial position in its
standalone IND AS financial statements
- Refer Note No. 21 to the standalone
IND AS 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 has been no delay in transferring
amounts, 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,
as disclosed in Note No. 36(D) to the
standalone IND AS financial statements,
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 persons or entities, including
foreign entities ("Intermediaries"), with
the understanding, whether recorded
in writing or otherwise, that the
Intermediary shall:
• directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever
("Ultimate Beneficiaries") by or on
behalf of the Company or
• provide any guarantee, security
or the like to or on behalf of the
Ultimate Beneficiaries.
(b) The management has represented, that,
to the best of its knowledge and belief,
as disclosed in Note No. 36(D) to the
standalone IND AS financial statements,
no funds have been received by the
Company from any persons or entities,
including foreign entities ("Funding
Parties"), with the understanding,
whether recorded in writing or
otherwise, that the Company shall:
• directly or indirectly, lend
or invest in other persons
or entities identified in any
manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of
the Funding Party or
• provide any guarantee, security
or the like from or on behalf of the
Ultimate Beneficiaries; and
(c) Based on such audit procedures as
considered reasonable and appropriate
in the circumstances, nothing has come
to our notice that has caused us to
believe that the representations under
sub clause (iv) (a) and (iv) (b) contain
any material mis-statement.
v. No dividend has been declared or paid
during the year by the company.
3 Based on our examination, which included test
checks, the Company has used accounting
software for maintaining its books of account for
the financial year ended March 31, 2026, which has
a feature of recording audit trail (edit log) facility
and the same has operated throughout the year for
all relevant transactions recorded in the software.
Further, during the course of our audit we did not
come across any instance of the audit trail feature
being tampered with and the audit trail has been
preserved by the Company as per the statutory
requirements for record retention.
For Shah & Taparia
Chartered Accountants
ICAI Firm Registration No.: 109463W
Ramesh Joshi
Partner
Membership Number: 033594
UDIN: 26033594YLCBLC8136
Date: May 29, 2026
Place: Gandhinagar
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