1. We have audited the accompanying standalone financial statements of Delta Corp Limited (‘the Company’), which comprise the Standalone Balance Sheet as at 31st March 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.
2. 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 (‘the Act’) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS’) specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2025, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are 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 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
4. 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.
5. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matters
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How our audit addressed the key audit matters
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Contingent liability for Goods and Service Tax Matters
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Our audit procedures included, but were not limited,
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(Refer note 1C(l) for the accounting policy on provisions
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to the following:
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and contingent liabilities and note 33 of the standalone
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• Obtained an understanding of the management’s
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financial statements for contingent liabilities)
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process for updating the status of the GST matter, assessment of accounting treatment in accordance
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The Company along with two subsidiary companies had received show cause notices from the Directorate General
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with Ind AS 37.
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of GST Intelligence for alleged short payment of Goods
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• Evaluated the design and tested the operating
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and Service Tax (GST) aggregating ' 16,822.98 Crores for
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effectiveness of key controls around above
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periods from 1st July 2017 to 31st March 2022.
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process.
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Key audit matters
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How our audit addressed the key audit matters
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Also, associate company, Deltatech Gaming Limited
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•
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Obtained an understanding of the GST matters
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(erstwhile wholly owned subsidiary company of the
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pending against the Company and discussed
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Company) had also received show cause notices from the
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the key developments with the management. We
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Directorate General of GST Intelligence for alleged short
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also tested the independence, objectivity and
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payment of Goods and Service Tax (GST) aggregating
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competence of management experts involved in
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' 6,384.32 Crores for periods from 1st July 2017 to 30th
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the matter.
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November 2022. During the year ended 31st March 2025, consequent to the stake sale in such associate company,
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•
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Obtained direct confirmation from the external legal
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the GST liability has been capped at ' 34.80 Crores
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counsel handling GST litigation with respect to the
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between the Company and Buyer as further described
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legal determination of the liability arising from such
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in note 33 to the accompanying standalone financial
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litigation, and assessment of resulting contingent
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statements.
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liability disclosures in the financial statements in accordance with requirements of Ind AS 37.
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The amounts claimed under the above notices are inter alia based on the gross bet value/face value of all games
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•
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Obtained and reviewed the necessary evidence
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played at the casinos/ online platform and short payment
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which includes correspondence with the external
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of GST on consideration received towards entry to the
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experts, show cause notices (SCN), responses to
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casino/gross rake amount collected from online platform
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SCN, Writ petition filled by the Company to support
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during the above-mentioned period. This matter has been
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the decisions and rationale for management’s
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an industry issue and multiple representations have been
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conclusion.
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made by the industry participants to the Government in this regard. The Company / subsidiary companies/
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•
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Also, obtained and reviewed the Share Purchase
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associate company have filed Write petitions and have
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and Investment Agreement to assess capping of
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obtained Stay order from respective High Courts.
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Company’s liability w.r.t. GST matter for Deltatech Gaming Limited.
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Total demand from above matters on the Company aggregates to ' 11,767.81 Crores, has been disclosed as
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•
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Involved our indirect tax experts to assess the matter
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contingent liability based on management’s assessment
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and the responses received from the management
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in accordance with external legal advice obtained by the
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experts to ensure that the conclusions reached are
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management.
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supported by sufficient legal rationale.
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The amounts involved are material and the application of
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•
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Evaluated the adequacy of the disclosure
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accounting principles, as given under Ind AS 37, in order
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regarding the significant litigations of the Company
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to determine the amount to be recognised as a liability or to be disclosed as a contingent liability, is inherently subjective, and needs careful evaluation and judgement to be applied by the management.
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in the standalone financial statements.
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Considering the degree of judgement, significance of the amounts involved, inherent high estimation uncertainty and reliance on experts, and unexpected adverse outcomes could significantly impact the financial position of the Company, this matter has been identified as key audit matter for the current year audit. In addition to the above, the contingent liability disclosures made in the accompanying standalone financial statements with respect to above matter have also been considered as fundamental to user’s understanding of such financial statements.
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Key audit matters
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How our audit addressed the key audit matters
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Revenue recognition
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Our audit procedures included, but were not limited to
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(Refer note 1C(a) for the accounting policy on
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the following:
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revenue recognition, note 26 of the standalone
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• Obtained and updated our understanding of the
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financial statement for revenue recognized during
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revenue business process for each stream of
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the year and note 53 for disaggregate revenue information under Ind AS 115)
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revenue.
• Evaluated the design and tested the operating
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The Company has recognized ' 574.64 Crores as
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effectiveness of key controls over the recognition and
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revenue net of Goods and Service Tax (GST) from
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measurement of revenue. Involved our information
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physical casinos and hospitality business which
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technology specialists to test information technology
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requires processing of a large number of transactions
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related general controls.
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each day. Further, significant quantum of sale
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• Conducted cash counts at the year-end as well
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transactions in hospitality and casino business, get
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as during the quarterly reviews for the locations
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settled in cash which requires the auditor to put significant additional effort and procedures to obtain
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selected on sample basis.
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comfort on those transactions.
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• For samples selected during the year and samples selected from the period before and after year
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Standards on Auditing prescribe a presumed risk
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end, tested supporting documents for revenue
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of fraud in revenue recognition that revenue may be
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recognition including tracing of customers’ cash
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misstated through improper recognition. Given this inherent risk, we identified the occurrence of revenue as a significant risk of material misstatement.
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deposits to bank statements.
• Tested, on a sample basis, the appropriateness of journal entries impacting revenue, as well as other
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Considering the amounts involved, large number of
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adjustments made in the preparation of the financial
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transactions and significant management judgement
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statements with respect to revenue recognition
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involved, revenue recognition was considered as a
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including specific journals posted manually directly
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key audit matter for the current year audit.
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to revenue including applying new method / rate of / for computation of GST and discharge of GST liability.
• Evaluated the appropriateness of disclosures made in the financial statements with respect to revenue recognized during the year as required by applicable accounting standards.
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Impairment testing of investment in subsidiary
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Our procedures included, but were not limited to the
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(Refer note 1C(f) for the accounting policy on
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following:
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Investment in subsidiaries, associate and joint
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• Obtained an understanding of management’s
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venture and note 3 of the standalone financial
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process and evaluated the design and tested
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statements for Investments)
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the operating effectiveness of controls around identification of indicators of impairment under Ind
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As at 31st March 2025, the carrying amount of
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AS, and around valuation of the business of such
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investment in an operating subsidiary is ' 513.96
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subsidiary to determine recoverable value of the
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Crores.
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said investment.
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Management has considered that the losses suffered
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• Assessed the appropriateness of methodology
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by such subsidiary indicate possible impairment
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and valuation model used by the management to
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in the carrying values of its assets. This subsidiary
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estimate the recoverable value of investment in such
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was also impacted by changes in the method for computing Goods and Service Tax (‘GST’) liability
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subsidiary.
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on sales from physical casinos owing to the GST
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• Assessed the professional competence, objectivity
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amendments applicable from 1st October 2023.
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and capabilities of the valuation specialist engaged by the management.
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Key audit matters
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How our audit addressed the key audit matters
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Accordingly, the management has performed impairment assessment and has estimated the recoverable amount of its investment in such subsidiary using ‘Discounted Cash Flow valuation model.
As per such assessment done by the management,
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•
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Obtained the management projections with regard to recoverable value and agreed the cash flow forecasts for subsidiary used in the recoverability working to the projections approved by the Board of Directors of the subsidiary company/ Company as the case maybe.
Assessed the reasonableness of key assumptions
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•
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no further adjustments are required to the carrying value of the investment in such subsidiary as at 31st March 2025.
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used in the cash flow projections such as revenue and profit growth rates, operating margins based on historical trends, current market conditions
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The assumptions applied by the management in
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post the implementation of GST amendments,
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determining the recoverable value include discount
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future plans of the Company and also compared
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rates, cash flow projections over five years, growth
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these assumptions with industry and economic
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rate amongst others which are dependent on future
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forecasts. Further, we assessed the reasonability of
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market and economic conditions. Changes in these
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discounting rates considered by the management in
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assumptions could lead to an impairment to the
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arriving at recoverable values.
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carrying value of these investment.
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•
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With respect to GST matter, basis our procedures performed as mentioned in separate KAM above
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Considering the materiality of the carrying value of
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on "Contingent liability for Goods and Service Tax
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the amounts involved, the significant management
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demands”, we assessed whether the cash flow
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judgement required in estimating the recoverable value of this investment and such estimates and
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projections given by the management are appropriate.
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judgements being inherently subjective, this matter
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•
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Involved our internal auditor’s valuation specialists
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has been identified as a key audit matter for the
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to validate the valuation assumptions and
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current year audit.
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methodology considered by the management while computing recoverable amount basis the amount involved. Also, performed sensitivity analysis on the key assumptions mentioned above.
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•
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Evaluated the appropriateness of disclosures made in the financial statement with respect to indicators of impairment, results of impairment testing, assumptions and methods used by Management in determining the recoverable value.
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Information other than the Standalone Financial Statements and Auditor’s Report thereon
6. The Company’s 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 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.
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.
Responsibilities of Management andThose Charged with
Governance for the Standalone Financial Statements
7. The accompanying standalone financial statements have been approved by the Company’s Board of Directors. The Company’s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act 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 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
8. In preparing the standalone financial statements, the Board of Directors 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 the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
9. The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements
10. 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 Standards on Auditing 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.
11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act 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 management;
• Conclude on the appropriateness of Board of Directors’ 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; and
• 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.
12. 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.
13. 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.
14. 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
15. As required by section 197(16) of the Act, based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.
16. 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.
17. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;
b) Except for the matters stated in paragraph 17(j) (vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended), 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 standalone financial statements 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) The matter described in paragraph 5 under the "key audit matters section” w.r.t. contingent liability for goods and service tax matters, in our opinion, may have an adverse effect on the functioning of the Company;
f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2025 from being appointed as a director in terms of section 164(2) of the Act;
g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(j)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31st March 2025 and the operating effectiveness of such controls, refer to our separate report in Annexure B wherein we have expressed an unmodified opinion; and
i) With respect to the other matters to be included in the Auditor’s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:
i. The Company, as detailed in note 33 to the standalone financial statements, has disclosed the impact of pending litigations on its financial position as at 31st March 2025;
ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31st March 2025;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended 31st March 2025;
iv. a. The management has represented
that, to the best of its knowledge and belief, as disclosed in note 56(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the 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 (‘the Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;
b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 56(v) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (‘the 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; and
c. Based on such audit procedures
performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above
contain any material misstatement.
v. a. The final dividend paid by the
Company during the year ended 31st March 2025 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.
b. As stated in note 42(b) to the
accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31st March 2025 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.
vi. As stated in Note 57 to the standalone financial statements and based on our examination which included test checks, except for instances mentioned below, the Company, in respect of financial year commencing on or after 1st April 2024, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been 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 audit trail feature being tampered with. Furthermore, the audit trail has not been preserved by the Company as per the statutory requirements for record retention.
Nature of exception noted
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Details of Exception
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Instances of accounting software for books of account which did not have recording audit trail (edit log) facility
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maintaining a feature of
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The software used for issue of tickets at casino, did not have a feature of recording audit trail (edit log) facility.
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Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software
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i) The audit trail feature in the accounting software used for maintenance of all accounting records was not enabled up to 11th June, 2024 and the same did not operate throughout the year for all relevant transactions recorded in the software.
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ii) The audit trail feature was not enabled at the database level for software to log any direct data changes, used for maintenance of revenue and material master (for hospitality business) records by the Company.
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Instances of accounting software maintained by a third party where we are unable to comment on the audit trail feature at database level
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The software used for maintenance of payroll records is operated by a third-party software service provider. In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year.
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Instance of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated effectively during the reporting period
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The software used for maintenance of revenue and material master (for hospitality business) records of the Company did not capture the details of what data was changed while recording audit trail (edit log) at the application level.
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For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Khushroo B. Panthaky Partner
Membership No.: 042423 UDIN: 25042423BMNR AX2245
Place: Mumbai Date: 22nd April 2025
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