We have audited the accompanying standalone IND
AS financial statements of Infibeam Avenues Limited
("the Company"), which comprise the Balance Sheet
as at March 31, 2025, 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, 2025 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, 2025. 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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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 Infibeam Avenues Ltd business, we
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assets balance of ?18,264.58 million as on March
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understood, evaluated and validated management's
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31, 2025 which relates to goodwill of ? 16,124.18
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key controls over the impairment assessment
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million which arose mainly from past acquisition
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process.The company had obtained a valuation
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and other intangible assets like Computer Software,
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report from external independent valuer. On
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Trademark and Customer relationship of ? 2,140.39
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observing the same, following audit procedures
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million are classified as other Intangible Assets.
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were adopted:
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The Company is required to perform impairment
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• Evaluating the methodical and mathematical
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assessments of goodwill annually. For intangible
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accuracy of the model used for the impairment
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assets with useful lives, the Company is required
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testing, the appropriateness of the assumptions,
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to review these for impairment whenever events
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and the methodology used to prepare its cash
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or changes in circumstances indicate that their
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flow forecasts.
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carrying amounts may not be recoverable, and at
least annually, review whether there is any change
in their expected useful lives.
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• gaining an understanding and assessing the
reasonableness of business plans by comparing
them to prior year's assumptions;
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For the purpose of performing impairment
assessments, all intangible assets including goodwill
have been allocated to groups of cash generating
units ("CGUs"). The recoverable amount of the
underlying CGUs is supported by value-in-use
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• comparing the current years actual results included
in the model to consider whether forecasts
including assumptions that, with hindsight, have
been appropriate.
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calculations which are based on future discounted
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• discussing the potential changes in key drivers as
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cash flows. Management concluded that the
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compared to previous year / actual performance
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intangible assets including goodwill were not
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with management in order to evaluate whether
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impaired as of March 31, 2025.
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the inputs and assumptions used in the cash flow
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The above assessment on annual impairment of
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forecasts were suitable.
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goodwill having indefinite useful life is considered
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• recalculating the value in use calculations
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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 conditions
which are inherently uncertain, and because of the
materiality of the balances to the standalone IND AS
financial statements as a whole.
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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 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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Kindly refer Note No. 6 to the standalone IND AS
financial statements.
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We also considered the appropriateness of
disclosures in the standalone IND AS financial
statements and conclude that our audit procedures
did not lead to any reservations regarding the
goodwill impairment test.
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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.
Other Matters
We draw attention to Note 42 of the standalone IND
AS financial statements of the company. The Hon'ble
National Company Law Tribunal, Ahmedabad Bench,
vide its order dated August 29, 2024, sanctioned the
Composite Scheme of Arrangement amongst Infibeam
Avenues Limited ('Infibeam'), Odigma Consultancy
Solutions Limited ('Odigma'), Infibeam Projects
Management Private Limited ('IPMPL') and their respective
shareholders and creditors under Sections 230 to 232
and other applicable provisions of the Companies Act,
2013 ('Scheme') leading to demerger of Global Top Level
Domain (GTLD) Undertaking from Infibeam to Odigma
and transfer of the Project Management Undertaking
as a going concern on slump sale basis. The Scheme
became effective upon filing of certified copy of the order
with the Registrar of Companies (RoC) on September 14,
2024. The Appointed Date for the Composite Scheme of
Arrangement was April 1, 2023 and the Record Date was
set as September 11, 2024 for the purpose of determining
the shareholders for issuance of Equity Shares.
Further as stated in the aforesaid note, the comparative
financial information for the year ended March 31, 2024
have been restated to give effect to the terms of the
scheme.
Our opinion is not modified in respect of this matter.
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, 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2025 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,
2025 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 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
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. As stated in Note 10.8 to the standalone
IND AS financial statements, the final
dividend paid by the Company during
the year in respect of the same declared
for the previous year is in accordance
with section 123 of the Companies Act,
2013 to the extent it applies to payment
of dividend. The Board of Directors of
the Company have not proposed final
dividend for the year ended March 31,
2025.
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, 2025, 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: 25033594BMJKST9554
Date: May 26, 2025
Place: Gandhinagar
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