We have audited the accompanying standalone financial statements of Yaari Digital Integrated Services Limited ("the Company"), which
comprise the balance sheet as at 31 March 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), Statement
of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the 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 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 including Indian Accounting Standards ('Ind AS') specified under section 133 of the Act,
of the state of affairs of the Company as at 31 March 2025, its loss and total comprehensive income, 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 ('SA's) specified under section 143(10) of the Companies Act, 2013.
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 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.
Key Audit Matters
Key audit matters ('KAM') 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.
We have determined the matters described below to be the key audit matters to be communicated in our audit report.
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Key audit matters
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How our audit addressed the key audit matter
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Impairment assessment of investments and loans made to its subsidiaries
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Impairment assessment of investments and loans made
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Our procedures in relation to the impairment assessment of investments and
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to its subsidiaries
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loans included, but not limited to the following:
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The Company's policies on the impairment assessment of
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• Assessed the appropriateness of the Company's accounting policy by
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the investments and loans are set out in Note 4.6 to the
Standalone Financial Statements.
The Company has investments amounting to ^ 460.05
Crores (net of impairment) and has outstanding loans
amounting to ^ 5.69 Crores to its subsidiaries as at 31 March
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comparing with applicable Ind AS;
• We obtained an understanding of the management process for
identification of possible impairment indicators and process performed
by the management for impairment testing;
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2025 as disclosed under the Note 6 and 9 to the standalone
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• Enquired of the management and understood the internal controls
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financial statements.
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related to completeness of the list of loans and investment along with the
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Impairment assessment of these investments and loans is
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process followed to recover/adjust these and assessed whether further
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considered as a significant risk as there is a risk that recoverability
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provisioning is required;
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of the investments and loans could not be established, and
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• Performed test of details:
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potential impairment charge might be required to be recorded
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in the standalone financial statements. The recoverability of
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a) For all significant additions made during the year, underlying
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these investments is inherently subjective due to reliance on
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supporting documents were verified to ensure that the transaction
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either the net worth of investee or valuations of the properties
held or cash flow projections of real estate properties in these
investee companies.
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has been accurately recorded in the standalone financial statement;
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Key audit matters
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How our audit addressed the key audit matter
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b)
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For
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all significant investments and loans outstanding as at
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However, due to their materiality in the context of the
Company's standalone financial statements as a whole
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31 March 2025, confirmations were circulated and received.
Further, all the significant reconciling items were tested;
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and significant degree of judgement and subjectivity
involved in the estimates and key assumptions used
in determining the cash flows used in the impairment
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c)
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All material investments and significant loans as at 31 March
2025 were discussed on case-to-case basis with the management
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evaluation, this is considered to be the area to be of
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for their plan of recovery/adjustment;
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most significance to the audit and accordingly, has been
considered as a key audit matter for the current year
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d)
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Compared the carrying value of material investments and
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audit.
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significant loans to the net assets of the underlying entity, to
identify whether the net assets, being an approximation of their
minimum recoverable amount, were in excess of their carrying
amount; and
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e)
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Wherever the net assets were lower than the recoverable
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amount, for material amounts:
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i.
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We obtained and verified the management certified cash
flow projections and tested the underlying assumptions
used by the management in arriving at those projections;
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ii.
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We challenged the managements on the underlying
assumptions used for the cash flow projections, considering
evidence available to support these assumptions and our
understanding of the business;
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iii.
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We obtained and verified the valuation of land parcels as
per the government prescribed circle rates; and
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iv.
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We assessed the appropriateness and adequacy of the
disclosures made by the management for the impairment
losses recognized in accordance with applicable
accounting standards.
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Information Other than the 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 Financial Statements and our auditor'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 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.
If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we conclude
that there is a material misstatement of this other information, we are required to report that fact. Reporting under this section is not
applicable as no other information is obtained at the date of this auditor's report.
Management's Responsibility 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 financial position, financial performance, total
comprehensive income, changes in equity and cash flows of the Company in accordance with the 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 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, 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.
Those 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 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 scepticism 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 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 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.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 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 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.
Other Matter
The audit of financial statements for the year ended 31 March 2024 was carried out and reported by Agarwal Prakash & Co. vide their
unmodified audit report dated 17 May 2024, whose audit report has been furnished to us by the management of the Company. Our
opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
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, to the extent applicable.
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 h(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014;
(c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity
and the 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 Ind AS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on 31 March 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 modifications relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph
(b) above on reporting under Section 143(3)(b) of the Act and paragraph h(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 standalone financial statements of
the Company and the operating effectiveness of such controls, refer to our separate Report in 'Annexure B'. Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls
over financial reporting.
(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, 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 standalone financial statements
as at 31 March 2025- Refer Note 33 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 as at 31 March 2025.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the
Company during the year ended 31 March 2025.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either
individually or in the aggregate) 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 ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, 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;
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either
individually or in the aggregate) have been received by the Company from any person or entity, including foreign
entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company
shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
(c) 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 (a) and (b) above, contain any material misstatement.
v. The Company has not declared and paid dividend during the year.
vi. As stated in note 49 to the financial statements and based on our examination which included test checks, the Company,
in respect of financial year ended on 31 March 2025, has used accounting software for maintaining its books of account
which has a feature of recording audit trail (edit log) facility at application level as well as database level and the same
has been operated throughout the year for all relevant transactions recorded in the software. However, the recording
of audit trail (edit logs) can be disabled using restricted privileged rights for direct data changes at database level, by
the developer. Further, during the course of our audit we did not come across any instance of audit trail feature being
tampered with. Furthermore, the audit trail has been preserved by the Company as per the statutory requirements for
record retention, wherever applicable.
(i) 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, we report that in our opinion and to the best of our information and
according to the explanations given to us, the remuneration paid by the Company to its directors during the year is
in accordance with the provisions of section 197 of the Act.
For Raj Girikshit & Associates
Chartered Accountants
Firm's Registration No.: 022280N
Gaurav Goyal
Partner
Membership No.: 518698
UDIN: 25518698BMIOZA5933
Place: Gurugram
Date: 18 April 2025
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