NxtDigital Auditors Report


To

The Members of NDL Ventures Limited

(Formerly known as NXTDIGITAL Limited)

Report on the Audit of the Financial Statements

1. We have audited the accompanying Financial Statements of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) ("the Company"), which comprise the Balance Sheet as at March 31, 2023, the statement of Profit and Loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year ended on that date and notes to the Financial Statements including a summary explanatory information (hereinafter referred to as "Financial of the significant 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 are in conformity with the Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended ("IND AS") and other accounting principles generally accepted in India and give a true and fair view of the state of affairs of the Company as at March 31, 2023 and its profit, total comprehensive income, the statement of cash flows and the statement of changes in equity for the year ended on that date.

Basis of Opinion

2. We conducted our audit of the Financial Statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibility 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 fulfilledour other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence obtained by us is appropriate to provide a basis for our audit opinion on the Financial Statements.

Key Audit Matters

3. Key audit matters (‘KAM) 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

Discontinued Operations

Pursuant to the Scheme of Arrangement (the ‘scheme), duly sanctioned by the National Company Law Tribunal, Mumbai Bench (NCLT) vide its Order dated November 11, 2022 with effect from the Appointed Date i.e., February 01, 2022, the digital, media and communications business activities of development, operation, marketing, sale and distribution of television channels through the medium of various modes of transmission undertaken by the Demerged Company and investment in its subsidiaries (Demerged Undertaking) of the Company stands transferred to and vested in Hinduja Global Solutions Limited" (Resulting Company) as a going concern.

We have identifiedthis transaction relating to discontinued operations, as a key audit matter because of significant complexities in its accounting and disclosure requirements.

Principle Audit Procedures

We obtained and read the key documents relating to the transfer of the Demerged Undertakings (scheme of arrangement and approval granted by NCLT). We have evaluated whether the method of accounting followed by the Company is in accordance with the scheme approved by NCLT and the relevant accounting guidelines. We assessed the adequacy and appropriateness of the disclosures in the Financial Statements, relating to the discontinued operations and the transfer of segment, as required by the Indian accounting standards. Based on the above procedures performed, the method of accounting and disclosures relating to the transfer of the Demerged Undertakings are considered to be adequate and reasonable.

Information other than the Financial Statements and Auditors Report Thereon

4. The Companys Board of Directors is responsible for the other information. The other information comprises the information included in Boards report, but does not include the Financial Statements and our auditors report thereon. 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 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. If, based on the work, we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the Financial Statements

5. The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these Financial Statements, that give a true and fair view of the financial position, financial performance, cash flows and changes in equity of the Company in accordance with the IND AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 free from material misstatement, whether due to fraud or error.

In preparing the Financial Statements, management is responsible for assessing the Companys ability to continue as 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 cease the Companys operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Companys financial reporting . process

Auditors Responsibilities for the Audit of the Financial Statements:

6. Our objectives are to obtain reasonable assurance about whether the Financial Statement as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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. Misstatement can arise from fraud or error and are considered material, if individually or in the aggregate, they could reasonably be expected to influence economic decision 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 profession 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. resulting from fraud is higher than for resulting from error as fraud may involve collusion forgery, intentional omissions, misrepresentation 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 an opinion on whether the Company has adequate internal financials controls system in place and 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 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 to continue as going concern. If we conclude that materialcast significant uncertainty exists, we are required to draw attention in our auditors 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 auditors report. However, future events or conditions may cause 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 the manner that achieves fair presentation

We consider quantitative materiality and qualitative factors in (i) planning of the scope of our audit work and evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatement in the Financial Statements.

We communicate with those charged with governance regarding among other matters the planned scope and significant deficiencies in internal control that we identify timing of the including any during our audit.

We also provide those charged with governance with a statement that we have complied relevant ethical requirements 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 auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Matters

We have relied on the report of the predecessor auditor on the comparative financial information for the year ended March 31, 2022 who expressed an unmodified opinion vide their audit report dated May 18, 2022. We further draw attention to Note no. 19 of the Financial Statements with respect to Scheme of Arrangement (the ‘scheme), duly sanctioned by the National Company Law Tribunal, Mumbai Bench vide its Order dated November 11, 2022 with effect from the Appointed Date i.e., February 01, 2022. The scheme has been considered and accordingly the Financial Statements for the year ended March 31, 2022, have been restated. Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143 (11) of the Act, we give in "Annexure A" a statement on the matters specified in the

8. As required by Section 143(3) of the Act, we further 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 purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity 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.

e) On the basis of the written representations received from the Directors as on March 31, 2023 taken on record by the Board of Directors, none of the Directors are disqualified as on March 31, 2023 from being appointed as a Director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B.

g) With respect to the other matters to be included in the Auditors 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;

• The Company has shown the impact of pending litigation in the Financial Statements Refer note 22 of the Financial Statements.

• The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

• There has been no delay in transferring amounts, required to be transferred, to the Investors Eduction and Protection Fund by the Company.

• A) The Management has represented that, to the best of their knowledge and belief, 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.

B) The Management has represented, that, to the best of their knowledge and belief, 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, as on the date of this audit report, 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.

C) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard, nothing has come to our notice that has caused us to believe that the representations under sub-clause A) and B) above, contain any material mis-statement.

h) As stated in Note no 33(b) to the Financial Statements:

.• The final dividend proposed in the previous year, declared and paid by the company during the year is in compliance with Section 123 of the Act as applicable;

• dividend for the year which is subject to the The Board of directors of the company have proposed a final approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in compliance with Section 123 of the Act as applicable

i) In our opinion, according to information, explanations given to us, the remuneration paid / provided by the company to its director during the year is in accordance with the provisions of Section 197 of the Act and the rules thereunder.

9. As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, as amended is applicable for the Company only w.e.f. April 1, 2023, therefore, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, as amended, is not applicable.

Yours Sincerely,

For S K Patodia & Associates

Chartered Accountants

Firm Reg. No.: 112723W

Sd/-

Sandeep Mandawewala

Partner

Membership No.: 117917

UDIN: 23117917BGWFOI9634

Place: Mumbai

Date: April 28, 2023

‘Annexure A To The Independent Auditors Report

(Referred to in paragraph 7 under ‘Report on other Legal and Regulatory Requirements section of our report of even date)

(i) a) The Company does not have anything held under Property, Plant and Equipment hence reporting under clause (i)(a) of the Order is not applicable.

b) According to the information and explanation given to us, the Company is not required to get the the Property, plant and equipment physically verified by the Management in accordance with the regular programme of verification.

c) The Company does not have any immoveable properties of freehold or leasehold land and building and hence reporting under clause (i)(c) of the Order is not applicable.

d) According to the information and explanations given to us, the Company has not revalued its property, plant and Equipment (including Right of Use assets) and its intangible assets. Accordingly, the requirements under paragraph 3(i)(d) of the Order are not applicable to the Company.

e) According to the information and explanations given to us, no proceeding has been initiated or pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder. Accordingly, the provisions stated in paragraph 3(i)(e) of the Order are not applicable to the Company.

(ii) According to the information and explanations given to us and based on our examination of the records of the company, we report that;

a) In respect of the inventory (Land), physical verification of the title deed and regular site visit were done by the management and no material discrepancies were noticed on such verification.

b) The Company has not been sanctioned working capital limits. Accordingly, the requirement under paragraph 3(ii)(b) of the Order is not applicable to the Company.

(iii) According to the information and explanations provided to us, the Company has granted a loan repayable on demand. The details of the same are as follows:

All Parties Promoters Related Parties
Aggregate amount of loans/ advances in nature of loans
- Repayable on demand (A) Rs 5400 Lakhs - Rs 5400 Lakhs
- Agreement does not specify any terms or period of repayment (B) - - -
Total (A+B) Rs 5400 Lakhs Rs 5400 Lakhs
Percentage of loans/ advances in nature of loans to the total Loans 100%

(iv) In our opinion and according to the information and explanations given to us, the company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are not applicable to the Company.

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and hence directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provision of the act and rules framed thereunder are not applicable.

(vi) Having regard to the nature of the companys business/activities, reporting under clause (vi) of the Order with respect to maintenance of cost records under section 148(1) of the Act is not applicable.

(vii) According to the information and explanations given to us and based on our examination of the records of the Company, we report that in respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues including provident fund, income tax, Goods and Service tax and other material statutory dues applicable to it to the appropriate authorities.

b) There were no undisputed amounts payable in respects of provident fund, income tax, Goods and Service tax, cess and other material statutory dues in arrears as at March 31, 2023 for a period of more than six months from the date they became payable.

(viii) According to the information and explanations given to us, there are no transactions which are not accounted in the books of account which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there is no previously unrecorded income which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.

(ix) According to the information and explanations given to us and based on our examination of the records of the Company, we report that;

a) There are no loans or borrowings made by the Company and hence the provision stated in paragraph 3(ix)(a) of the Order is not applicable.

b) The Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

c) No money was raised by way of term loans. Accordingly, the provision stated in paragraph 3(ix)(c) of the Order is not applicable to the Company.

d) There are no funds raised on short term basis. Accordingly, the provision stated in paragraph 3(ix)(d) of the Order is not applicable to the Company.

e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

f) The Company has not raised loans during the year on the pledge of securities held in its securities, joint ventures or associate companies.

(x) According to the information and explanations given to us and based on our examination of the records of the Company, we report that;

a) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Accordingly, the provisions stated in paragraph 3 (x)(a) of the Order are not applicable to the Company.

b) The Company has not made any preferential allotment or private placement of shares or convertible debenture (fully or partly or optionally) during the year and hence reporting under clause (x)(b) of the Order is not applicable to Company.

(xi) According to the information and explanations given to us and based on our examination of the records of the company, we report that;

a) During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company nor on the Company.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph (xii) (a) to (c) of the Order are not applicable to the Company.

(xiii) According to the information and explanations given to us and based of our examination of the records of the company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the Financial Statements as required by the applicable accounting standards.

(xiv) In our opinion and based on our examination, the Company does not require to comply with provision of Section 138 of the Act. Hence, the provisions stated in paragraph 3(xiv) (a) to (b) of the Order are not applicable to the Company.

(xv) In our opinion, during the year, the Company has not entered into any non-cash transactions with any of its directors or persons connected with such directors and hence provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.

(xvi) According to the information and explanations give to us, in respect of Registration RBI Act:

a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

b) The Company has not conducted any Non-Banking Financial activities without Certificate of Registration valid (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934.

c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India.

(xvii) The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year

(xviii) There has been resignation of the statutory auditors during the year due to guidelines issued by Reserve Bank of India for appointment of statutory auditors via RBI/2021-22/25 Ref.No.Dos.CO.ARG.SEC.01/ 08.91.001/2021-22 dated April 27, 2021 and there were no issues, objections or concerns raised by the outgoing auditors.

(xix) According to the information and explanations given to us and based on our examination of financial ratios, ageing and expected date of realization of financial assets and payment of liabilities, other information accompanying Financial Statements, our knowledge of the Board of Directors and management plans, we are of the opinion that no material uncertainty exists as on the date of audit report and the Company is capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date.

We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xx) According to the information and explanations given to us, the provisions of Section 135 of the Act are not applicable to the Company. Accordingly, reporting under clause (xx)(a) and clause (xx)(b) of the Order is not applicable to the Company.

(xxi) Since the Company is a standalone entity, hence reporting under clause (xxi) of the Order with respect to qualifications or adverse remarks in CARO reports of group companies is not applicable.

Yours Sincerely,

For S K Patodia & Associates

Chartered Accountants

Firm Reg. No.: 112723W

Sd/-

Sandeep Mandawewala

Partner

Membership No.: 117917

UDIN: 23117917BGWFOI9634

Place: Mumbai

Date: April 28, 2023

‘Annexure B To The Independent Auditors Report

(Referred to in paragraph 8(f) under the heading ‘Report on Other Legal and Regulatory Requirements of our report of even date)

Report on the Internal Financial Controls under Section 143(3)(i) of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of NDL Ventures Limited (formerly known as NXTDIGITAL Limited) ("the Company") as of March 31, 2023 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting ("the Guidance Note") issued by the Institute of Chartered Accountants of India ("ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in accordance with generally accepted accounting principles.

A Companys internal financial control over financial reporting includes those policies and procedures

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.

2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system with reference to Financial Statements and such internal financial controls with reference to Financial Statements were operating effectively as at March 31, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit issued by the ICAI.

Yours Sincerely,

For S K Patodia & Associates

Chartered Accountants

Firm Reg. No.: 112723W

Sd/-

Sandeep Mandawewala

Partner

Membership No.: 117917

UDIN: 23117917BGWFOI9634

Place: Mumbai

Date: April 28, 2023