We have audited the standalone financial statements of Onmobile Global Limited (the "Company”) which comprise
the standalone balance sheet as at 31 March 2025, and the standalone statement of profit and loss (including other
comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the
year then ended, and notes to the standalone financial statements, including material accounting policies and other
explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone
financial statements give the information required by the Companies Act, 2013 ("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 31 March 2025, and its profit and other comprehensive loss, changes in equity and its cash flows for the
year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act.
Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone
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 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 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 of the current period. 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.
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Impairment of Investments (including other receivables) in subsidiaries
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See Note 4,6,7,8,9 and 10 to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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The Company has significant investment in subsidiaries
(amounting to Rs. 3,006.20 million, net of impairment of
Rs. 725.20 million) and other receivable from subsidiaries,
net (amounting to Rs. 1,914.62 million, net of impairment of
Rs. 273.87) which accounts for 23.10% of total assets of the
Company as at 31 March 2025.
The changes in business environment caused by external
factors may affect the anticipated performance of
subsidiaries and recoverability of investment in subsidiaries
and certain other receivables.
The annual impairment testing was significant because
of the financial quantum of the assets as well as the
critical judgements, estimates and assumptions involved
with respect to the assessment of net worth or net asset
position of the subsidiaries.
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In view of the significance of the matter, following audit
procedures were applied, amongst others to obtain
sufficient audit evidence:
Assessed the design, implementation and operating
effectiveness of key controls in respect of the Company's
analysis of the rationale for recoverabilityof the net
exposure towards each of the these subsidiaries;
We have tested the arithmetical accuracy of the impairment
model as considered for the purpose of impairment
assessment;
We performed an assessment of net profit and net worth
of the subsidiaries to identify whether an indicator for
impairment existed and evaluated whether the net assets
of the subsidiary were sufficient to recover the investment
value;
Evaluated the adequacy and appropriateness of the
disclosures made in the standalone financial statements.
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Taxation
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See Note 28, 29A and 29C to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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The Company's operations were majorly based out of units
registered as Special Economic Zone (SEZ) in the earlier
years.
Accordingly, the Company had historically enjoyed certain
deductions/benefits with respect to payment of income-
tax and other indirect taxes, some of which are subject
matters of dispute with tax authorities.
Further, the Company has certain on-going disputes with
tax authorities with respect to transfer pricing matters.
The Company periodically assesses its tax positions, which
include examination by the external tax consultant and tax
counsels appointed by the Company. Judgment is required
in assessing the range of possible outcomes for some of
these tax matters.
The possible outcomes, could change significantly over time
as each of the matter progresses depending on experience
on actual assessment proceedings by tax authorities and
other judicial precedents.
Where the amount of tax liabilities is uncertain, the
Company recognises accruals/contingent liability which
reflect the Company's most likely outcome or expected
value of the outcome based on the facts as at the reporting
date. Thus, there is a risk of incorrect accounting of accruals
and disclosure of contingent liability for tax.
Accordingly, the assessment of potential tax liabilities and
uncertain tax positions involves significant judgement and
accordingly was an area of focus.
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In view of the significance of the matter, following audit
procedures were applied, among others to obtain sufficient
audit evidence:
Tested the design of internal financial controls and
operating effectiveness of the relevant key controls with
respect to direct and indirect taxes;
We obtained list of ongoing litigations and tax computations
for the current year;
We analysed select key correspondences with the tax
authorities to identify any additional tax litigation or
update from old litigations;
We analysed Company's judgment regarding the eventual
resolution of matters with various tax authorities. In this
regard, we understood how Company has considered past
experience, where available, with the tax authorities in the
respective jurisdictions;
We also considered external expert opinion and consultation
made by the Company for significant matters during current
and past periods, along with independent confirmation
received from the experts, as applicable, on the likelihood of
the outcome of the said contingencies and potential impact
of ongoing litigation;
We also evaluated the competence, professional
qualification, objectivity and independence of Company's
experts involved in the process;
We used our own tax specialists' expertise to assess the key
assumptions made by the Company.
Evaluated the adequacy and appropriateness of the
disclosures made in the standalone financial statements in
note no. 28, 29A and 29C.
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Other Information
The Company's Management and Board of Directors are responsible for the other information. The other information
comprises the information included in the annual report, but does not include the financial statements and auditor's
report(s) 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 information
identified above when it becomes available and, in doing so, consider whether the other information is materially
inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant
laws and regulations.
Management's and Board of Directors' Responsibilities for the Standalone Financial Statements
The Company's Management and Board of Directors are 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 state of
affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance
with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act. 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 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 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, the Management and Board of Directors are 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 the Board of Directors either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
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 influence 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 skepticism
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 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 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 financial 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 the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of
accounting in preparation of standalone financial statements 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 conditions 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 of the current period 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 Section 143(11) of the Act, we give in the "Annexure A” a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
2 A. 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 except for the matters stated in the paragraph 2(B)(f)
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 other comprehensive
income), the standalone statement of changes in equity and the standalone statement of cash flows
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 Ind AS specified under
Section 133 of the Act.
e. On the basis of the written representations received from the directors as on 01 April 2025 taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed
as a director in terms of Section 164(2) of the Act.
f. the modification relating to the maintenance of accounts and other matters connected therewith are as
stated in the 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) 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 financial statements of
the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure
B".
B. 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, in our opinion and to the best of our information and according to
the explanations given to us:
a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position
in its standalone financial statements - Refer Note 29A to the standalone financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were
any material foreseeable losses.
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company.
d (i) The management has represented that, to the best of their knowledge and belief, as disclosed in the
Note 33(iii)(A) to the standalone 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 person(s) or entity(ies), 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 by or on
behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(ii) The management has represented that, to the best of their knowledge and belief, as disclosed
in the Note 33(iii)(B) to the standalone financial statements, no funds have been received by the
Company from any person(s) or entity(ies), 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 by or on behalf of the
Funding Parties ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been 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 (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material
misstatement.
e. The Company has neither declared nor paid any dividend during the year.
f. Based on our examination which included test checks, the Company has used accounting softwares for
maintaining its books of account relating to general ledger and revenue records, which has features of
recording audit trial (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the respective softwares except for instances below:
• In respect of the accounting software used for maintaining general ledger, the feature of recording
audit trail (edit log) facility was not enabled at the data base level for certain fields relating to
purchases to payables, revenue to receivables, financial reporting and taxation processes; and
• In respect of the accounting software used for maintaining revenue records, the edit log does not
capture description of what changes has been performed at database and application level.
Further, 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.
C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the
Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act.
The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are
required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm's Registration No.:101248W/W-100022
Praveen Kumar Jain
Partner
Place: Bengaluru Membership No.: 079893
Date: 20 May 2025 ICAI UDIN:25079893BMSCJW6365
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