Tanla Platforms Limited
Report on the Audit of the Standalone Financial Statements
Opinion
We have audited the accompanying standalone financial statements of Tanla Platforms Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including 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 and based on the consideration of report of branch auditor on separate audited financial statements of a branch in Dubai, UAE, 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 prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, profit 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 secion 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 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 obtained by us and with the consideration of report of the branch auditor referred to in the "Other Matters" section below is sufficient and appropriate to provide a basis for our opinion.
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 for the year ended March 31, 2024. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, 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.
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Sr. No Key Audit Matter
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How the Key Audit Matter was addressed in ouraudit
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1 Revenue Recognition:
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Our audit procedures in respect of this area included:
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Refer to the disclosures related to Revenue
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1.
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Assessed the Company's revenue recognition accounting
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Recognition in Note 2.10 to the Financial State
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policies are in compliance with Ind AS115 - Revenue from
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ments.
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2.
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Contracts with Customers (IndAS 115).
Understood and evaluated the integrity of the general
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The Company provides mobile messaging and
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information and technology control environment and
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payment solutions for Application to Peer (A2P)
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performed test on mitigating manual controls as
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messaging services. The messaging platform
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applicable.
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has advanced security, reliability, analytics,
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3.
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Tested the design, implementation and operating
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service levels along with the proven ability to
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effectiveness of relevant controls in respect of revenue
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process the largest volume of messages per
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recognition and measurement.
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second.
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4.
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Performed substantive testing on test check basis and verified supporting documentation for revenue
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Considering the nature of business in which
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transactions recorded during the year which included
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Company operates, there is complexity of the
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sales invoices, customer contracts and bank statements;
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IT systems, significance of volumes of data
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apart from that performed analytical procedures.
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processed by the IT systems, the impact of
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5.
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Evaluated contracts (on a test check basis) including
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changing pricing models and inherent risk
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management discussion with an objective to ascertain
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in relation to accuracy and completeness of
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whether the same are onerous in nature.
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revenue recognition.
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6.
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Tested inter se reconciliations between relevant IT systems reports with general ledger, and performed verification of
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Hence due to the above complexities, sig
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revenue recognised, deferred and unbilled revenue.
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nificant volume of data processed through
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7.
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Assessed disclosures in the Financial Statements in respect
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operations in a highly competitive marketplace coupled with the impact of changing pricing models, we have considered this as a key audit
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of revenue, as specified in Ind AS 115.
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matter.
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2
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Assessment for impairment of investments:
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Our audit procedures in respect of this area included:
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Refer Note 2.8 to the accompanying Financial Statements for accounting policies and Note 5 for financial disclosures with respect to carrying
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1.
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Assessed the Company's impairment accounting policies are in compliance line with Ind AS 36 - Impairment of Assets (Ind AS 36).
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value of investments in subsidiaries.
The Company has non-current investments
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2.
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Obtained an understanding from the management with respect to process and controls followed by the Company to perform impairment test related to investments.
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in unlisted subsidiaries aggregating to Rs. 70,115.23 lakhs (Net of impairment provision) as at March 31, 2024 which is 52.74% of the total assets of the Company. We considered the
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3.
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Assessed the Company's internal controls over preparation of annual budgets and future forecasts for the subsidiaries and the approach followed for impairment test and key assumptions applied.
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valuation of such investments to be significant to the audit, because of the materiality of the investments to the Financial Statements of the Company and the sensitivity thereof to the various unobservable valuation inputs, uncer-
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4.
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Assessed the appropriateness of the valuation methodology applied and reasonableness of the assumptions used i.e., the discount rate and long-term growth rates used in the forecast including comparison to economic and industry forecasts where appropriate.
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tain future cash flows and assumptions that require considerable judgement.
The management assesses at least annually
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5.
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Assessed the reasonableness of the revenue and margin projections, the historical accuracy of the Company's estimates and its ability to produce accurate long-term forecasts.
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the existence of impairment indicators of each unlisted investment. The determination of re-
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6.
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Verified the arithmetical / mathematical accuracy of the management computations.
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coverable amounts of the unlisted investments relies on management's estimates of future cash flows and their judgement with respect to
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7.
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Assessed and validated the adequacy and appropriateness of the disclosures made by the management in the Financial Statements.
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the investees' performance.
Hence, due to the materiality of the impairment amount in the context of the Financial Statements and significant degree of judgement and subjectivity involved in the estimates and key assumptions used as above, this is considered to be the area which requires significant audit focus and accordingly, the matter is determined as a key audit matter.
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8.
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Ensured the compliance of Ind AS 36 with respect to disclosures.
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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 Management report, Chairman's statement, Director's report, Business Responsibility and Sustainability Reporting etc but does not include the Financial Statements and our Auditor's Report thereon. The Management report, Chairman's statement, Director's report, Business Responsibility and Sustainability Reporting etc 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 will 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 Management report, Chairman's statement, Director's report, Business Responsibility and Sustainability Reporting etc, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 'The Auditor's responsibilities Relating to Other Information'.
Responsibilities 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 standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Financial Statement 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 Management and Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is 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 the Financial Statements.
We give in "Annexure A" a detailed description of Auditor's responsibilities for Audit of the Financial Statements.
Other Matter
A branch is located outside India whose financial statements have been prepared in accordance with the accounting principles generally accepted in their respective country and which has been audited by their auditor under generally accepted Auditing Standards applicable in their respective country. The Company's Management has converted the financial statements of such branch located outside India from accounting principles generally accepted in their respective country to accounting principles generally accepted in India.
We have audited the conversion adjustments made by the Company's Management if any. Our opinion on the Financial Statements, in so far as it relates to the financial statements of such branch located outside India, is based on the report of branch auditor and the conversion adjustments prepared by the Management of the Company.
Our opinion is not modified in respect of this matter.
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 B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies(Audit & Auditors) Rules, 2014 as amended.
(c) The report on the accounts of the branch offices of the Company audited under Section 143(8) of the Act by branch auditor has been sent to us and have been properly dealt with by us in preparing this report.
(d) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
(e) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.
(f) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.
(g) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies(Audit & Auditors) Rules, 2014 as amended
(h) With respect to the adequacy of the internal financial controls with reference to the Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".
(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, 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 Financial Statements - Refer Note 42 to the Financial Statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
i. The Management has represented that, to the best of its 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.
ii. The Management has represented, that, to the best of its 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.
iii. 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 subclause (i) and (ii) of Rule 11(e) as provided under (i) and (ii) above, contain any material mis-statement.
v.
i. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Act.
ii. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.
. The Board of Directors of the Company have proposed final dividend for the year 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. (Refer Note 37 to the Financial Statements)
vi. With respect to reporting on audit trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 as amended, on the use of accounting software (Fasttrack and D365) used by the Company for maintaining its books of accounts, we report as follows.
Based on our examination, the Company has used a tool for maintaining its books of account which does not have a feature of recording audit trail (edit log) facility. Accordingly, the audit trail facility has not been operated throughout the year for all transactions recorded in the accounting tool/software.
The Company has also used a cloud-based accounting software which is operated and managed by a third-party software service provider, for maintaining its books of account. In the absence of independent service auditor's report, we are unable to comment whether the software has a feature of recording audit trail (edit log) facility, nor are we able to comment on whether the audit trail feature was enabled in the said software and operated throughout the year for all transactions recorded in the software. We are further unable to comment as to whether there were any instances of the audit trail feature been tampered with.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.
For M S K A & Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Ananthakrishnan Govindan
Partner
Membership No. 205226
UDIN: 24221387BKELXI7221
Place: Hyderabad
Date: April 25,2024
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