We have audited the accompanying financial statements of Diensten Tech Limited ("the
Company"), which comprise the balance sheet as at March 31,2025, 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 policy information and other explanatory information (hereinafter referred to as
"the financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid 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 accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2025, the loss (financial performance
including other 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 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 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 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 opinion on the 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 financial statements of the current period. These matters were addressed in the
context of our audit of the 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 w.r.t the Company:
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S. No.
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Key Audit Matters
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How our audit addressed the key audit matter
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1
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Recognition of Intangibles under
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Our audit procedures included, however, not
limited to the following:
i. Test of Control
• Obtained an understanding from the
management with respect to process and
controls followed by the Company in
applying the recognition and measurement
principle for the assets acquired under
Business Transfer Agreement.
• Assessed design, implementation and
operating effectiveness of key controls in
respect of recognition and classification of
aforesaid assets acquired.
ii. Test of Details
• Read and reviewed the business transfer
agreement to understand the terms of the
transaction, the consideration paid, and
specific clauses relating to the recognition of
intangible assets such as customer
contracts, non-compete fees and goodwill.
• Obtained an understanding of management's
process for identifying and classifying the
acquired intangible assets and evaluated
whether all identifiable intangible assets,
such as customer relationships, non¬
compete fees and goodwill were properly
recognized in accordance with the applicable
standards;
• Obtained and examined the valuation report
prepared by an independent expert and
evaluated the appropriateness of the
valuation methodology applied. This includes
assessment of key assumptions used in the
valuation model, including discount rates,
revenue growth projections and historical
performance data;
• Recalculated certain critical elements of the
valuation model to verify mathematical
accuracy and tested the source data used in
the models for consistency with the entity'
books and records;
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Business Transfer Agreement
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(Refer Note 37 (refer page no. 144) of
the Financial Statements)
During the year, the Company has entered
into Business Transfer Agreements (BTA)
to acquire the business operations of
another company involving the transfer of
customer contracts and workforce,
recognition of goodwill and related
operational infrastructure.
We identified this as a key audit matter due
to the materiality of the transaction to the
financial statements, the complexity
involved and the significant management
judgment regarding:
• Identification of assets acquired in the
Business Transfer Agreement (BTA).
• Valuation carried by the registered
valuer, allocation of the purchase
consideration between assets under
BTA.
• Accounting and disclosures in the
financial statements in accordance
with the applicable Ind-AS.
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• Assessed the basis used for determining the
useful lives of the intangible assets and
evaluated whether the chosen amortization
methods and periods were in line with the
asset' expected pattern of economic benefit;
• Evaluated whether indicators of impairment
were present as at the reporting date and, if
applicable, reviewed the impairment testing
performed by management, including
assumptions underlying the recoverable
amount calculations and the allocation of
intangible assets to cash-generating units;
• Reviewed the disclosures in the financial
statements relating to intangible assets to
determine whether they were complete and
compliant with the relevant 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 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 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 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 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.
Responsibility of Management and Those Charged with Governance for the 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 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 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 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.
In preparing the 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 Board of Directors 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 Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 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 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 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 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 financial statements, including
the disclosures, and whether the 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 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 sub-section (11) of section 143 of the Act, we give in
"Annexure A" (refer page no. 70) 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, based on our audit 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. Further in respect of
backup of records, the company has the policy of daily backup of books of account and
other relevant documents.
(c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive
Income), Statement of Change 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 financial statements comply with the Ind AS specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(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 with reference to financial
statements of the Company and the operating effectiveness of such controls, refer to
our separate Report in "Annexure B" (refer page no. 76).
2 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 on its financial position in
its financial statements - Refer Note 25 (refer page no. 128) of the 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 were no amounts which were 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 its knowledge and belief, as
disclosed in the Note 41 (refer page no. 155) to the accounts, 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, 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 its knowledge and belief, as
disclosed in the Note 41 (refer page no. 155) to the accounts, 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, 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
iii. Based on such audit procedures that has 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) & (ii) above, contain any material misstatement.
(e) During the year, the Company has not declared or paid any dividend.
(f) Based on our examination which included test checks, the Company has used an
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 tempered with and the audit trail has been preserved by the company
as per the statutory requirements for record retention.
3. With respect to the matter to be included in the Auditors' report under Section 197(16):
In our opinion and according to the information and explanation given to us, the Company has
not paid or provided any managerial remuneration to any director during the year.
For S.R. Dinodia & Co. LLP.
Chartered Accountants
Firm's Registration Number 001478N/N500005
Sd/-
(Sandeep Dinodia)
Partner
Membership Number: 083689
UDIN: 25083689BMIUDV3635
Place of Signature: New Delhi
Date: May 12, 2025
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