<dhhead>INDEPENDENT AUDITOR’S EXAMINATION REPORT
</dhhead>
on Restated Consolidated Financial Information
To the Board of Directors of Protean eGov Technologies Limited
Times Tower, 1st Floor Kamala Mills Compound Lower Parel
Mumbai - 400013
Dear Sirs,
1. We have examined, the attached Restated Consolidated Financial
Information of Protean eGov Technologies Limited (formerly NSDL e-Governance
Infrastructure Limited) (the "Company" or the "Issuer" or
"Holding Company") and its Subsidiaries (the Company and its subsidiaries
together referred to as the "Group"), comprising the Restated Consolidated
Balance sheet as at 31 December 2022, 31 December 2021, 31 March 2022, 31 March 2021, and
31 March 2020, the Restated Consolidated Statement of Profit and Loss (including Other
Comprehensive Income/Loss), the Restated Consolidated Statement of Changes in Equity, the
Restated Consolidated Statement of Cash Flows for the nine month period ended 31 December
2022 and 31 December 2021 and for the years ended 31 March 2022, 31 March 2021, and 31
March 2020 and the Summary Statement of Significant Accounting Policies, and other
explanatory information (collectively, the "Restated Consolidated Financial
Information") as approved by the Board of Directors of the Company at their meeting
held on 15 February 2023 for the purpose of inclusion in the red herring prospectus
("RHP") prepared by the Company in connection with its proposed initial public
offer of equity shares ("IPO") prepared in terms of the requirements of: (a)
Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act"); (b)
The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations"); and (c) The Guidance Note on
Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India ("ICAI"), as amended from time to time (the "Guidance
Note").
2. The Company’s Board of Directors is responsible for the
preparation of the Restated Consolidated Financial Information for the purpose of
inclusion in the RHP to be filed with Securities and Exchange Board of India
("SEBI"), the stock exchanges where the equity shares of the Company are
proposed to be listed ("Stock Exchanges") and Registrar of Companies,
Maharashtra, in connection with the proposed IPO. The Restated Consolidated Financial
Information have been prepared by the management of the Company on the basis of
preparation stated in note 1.1 of Annexure V to the Restated Consolidated Financial
Information. The respective Board of Directors of the companies included in the Group
responsibility includes designing, implementing and maintaining adequate internal control
relevant to the preparation and presentation of the Restated Consolidated Financial
Information. The respective Board of Directors are also responsible for
identifying and ensuring that the Group complies with the Act, ICDR Regulations and the
Guidance Note.
3. We have examined such Restated Consolidated Financial Information
taking into consideration: (a) The terms of reference and terms of our engagement agreed
upon with you in accordance with our engagement letter dated 15 March 2022 in connection
with the proposed IPO of equity shares of the Company; (b) The Guidance Note. This
Guidance Note also requires that we comply with the ethical requirements of the Code of
Ethics issued by the ICAI; (c) Concepts of test checks and materiality to obtain
reasonable assurance based on verification of evidence supporting the Restated
Consolidated Financial Information; and (d) The requirements of Section 26 of the Act and
the ICDR Regulations. Our work was performed solely to assist you in meeting your
responsibilities in relation to your compliance with the Act, the ICDR Regulations and the
Guidance Note in connection with the IPO.
4. These Restated Consolidated Financial Information have been compiled
by the management from: Audited Consolidated Ind AS financial statements of the Group as
at and for the period ended 31 December 2022 and 31 December 2021 and for the years ended
31 March 2022, 31 March 2021, and 31 March 2020, prepared in accordance with the Indian
Accounting Standards (referred to as "Ind AS") as prescribed under the Section
133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended,
and other accounting principles generally accepted in India, which have been approved by
the Board of Directors at their meeting held on 15 February 2023, 25 March 2022, 28 June
2022, 7 May 2021 and 22 June 2020 respectively.
5. For the purpose of our examination, we have relied on:
Auditor’s report issued by us dated on 15 February 2023, 25 March
2022, 28 June 2022, 7 May 2021 and 22 June 2020, on the consolidated financial statements
of the Group as at and for the period ended 31 December 2022 and 31December 2021 and for
the years ended 31 March 2022, 31 March 2021, and 31 March 2020 respectively as referred
to in paragraph 4 above.
6. As indicated in our reports referred in paragraph 5 above, a. We did
not audit the financial statements of three subsidiaries for year ended 31 March 2022, two
subsidiaries for the year ended 31 March 2021 and one subsidiary for the year ended 31
March 2020 whose share of total assets (before consolidation adjustments), total revenues
(before consolidation adjustments) and net cash flows inflows / (outflows) (before
consolidation adjustments) for the respective years have been given in the table below.
The financial statements of these subsidiaries have been audited by other auditors and
whose reports have been furnished to us by the Company’s management and our opinion,
in so far as it relates to the amounts and disclosures included in the restated
consolidated financial information are based solely on the audit reports of the other
auditors. Further, of the three subsidiaries, one subsidiary is located outside India
whose financial statements for year ended 31 March 2022, 31 March 2021 and 31 March 2020
have been prepared in accordance with accounting principles generally accepted in that
country and which have been audited by other auditor under generally accepted auditing
standards applicable in that country. The Holding Company’s management has converted
the financial statements of this subsidiary located outside India from accounting
principles generally accepted in that country to accounting principles generally accepted
in India. We have audited these conversion adjustments made by the Holding Company’s
management. Our opinion in so far as it relates to the balances and affairs of such
subsidiary located outside India is based on the report of other auditor and the
conversion adjustments prepared by the management of the Holding Company and audited by
us.
|
|
|
(Rs. In Million) |
| Particulars |
|
For the year ended |
|
|
31 March 2022 |
31 March 2021 |
31 March 2020 |
| Number of Subsidiaries |
3 |
2 |
1 |
| Total Assets |
111.95 |
30.58 |
0.55 |
| Total Revenues |
- |
- |
- |
| Total cash inflows/ (outflows) |
79.71 |
29.44 |
0.51 |
Details of entities audited by other auditors for the respective year
| Name of Subsidiaries |
Nature of relation |
Name of the Auditors |
Period of their audit |
| NSDL e-Governance (Malaysia) SDN BHD |
Subsidiary |
Mathew & Partners |
31 March 2022, 31 March 2021,
31 March 2020 |
| NSDL e-Governance Account Aggregator Limited |
Subsidiary |
R M R & Co. |
31 March 2022, 2 November
2020 to 31 March 2021 |
| Protean Infosec Services Limited |
Subsidiary |
R M R & Co. |
30 September 2022 to 31 March
2022 |
b. We did not audit –
- the financial statements of four subsidiaries for period ended 31
December 2022 whose financial information reflect total assets (before consolidation
adjustments) of Rs. 103.62 million, total revenues (before consolidation adjustments) of
Rs. 5.45 million and net cash flows inflows / (outflows) (before consolidation
adjustments) amounting to Rs. (9.30) million for the ended on that date; - the financial
statements of one subsidiary for year ended 31 March 2022 and 31 March 2021 whose
financial information reflect total assets (before consolidation adjustments) of Rs. Nil
as at 31 March 2022, total revenues (before consolidation adjustments) of Rs. Nil and net
cash flows inflows / (outflows) (before consolidation adjustments) amounting to Rs. Nil
for the period ended on that date as considered in the consolidated financial information;
- the financial statements of four subsidiaries for period ended 31 December 2021 whose
financial information reflect total assets (before consolidation adjustments) of Rs.
112.28 million, total revenues (before consolidation adjustments) of Rs. Nil and net cash
flows inflows / (outflows) (before consolidation adjustments) amounting to Rs. (0.10)
million for the ended on that date;
- share of profit/(loss) in an associate amounting to Rs. Nil for the
period ended 31 December 2021. These unaudited financial statements have been furnished to
us by the Management of the Holding Company and our opinion on the consolidated financial
statements, in so far as it relates to the amounts and disclosures included in respect of
these subsidiaries and associate is based solely on such unaudited financial information.
In our opinion and according to the information and explanations given to us by the
Management, these financial information are not material to the Group. Details of entity
unaudited
| Name of Subsidiaries |
Nature of relation |
Period of their audit |
| Protean e-Gov Technologies Australia Pty Ltd |
Subsidiary |
Year ended 31 March 2022, 9 December 2020 to
31 March 2021, Period ended 31 December 2022 and 31 December 2021 |
| NSDL e-Governance Account Aggregator Limited |
Subsidiary |
Period ended 31 December 2022 and 31 December
2021 |
| NSDL e-Governance (Malaysia) SDN BHD |
Subsidiary |
Period ended 31 December 2022 and 31 December
2021 |
| Protean Infosec Services Limited |
Subsidiary |
Period ended 31 December 2022 and 31 December
2021 |
| Open Network for Digital Commerce |
Associate |
30 December 2021 to 31 December 2021 |
Our opinion on the consolidated Ind AS financial statements is not
modified in respect of these matters.
7. Based on our examination and according to the information and
explanations given to us, we report that the Restated Consolidated Financial Information:
i) have been prepared after incorporating adjustments for the changes in accounting
policies, and regrouping/reclassifications retrospectively in the financial period ended
31 December 2021 and years ended 31 March 2022, 31 March 2021 and 31 March 2020 to reflect
the same accounting treatment as per the accounting policies and groupings/classifications
followed as at and for the period ended 31 December 2022; ii) does not contain any
qualifications requiring adjustments; and iii) have been prepared in accordance with the
Act, ICDR Regulations and the Guidance Note.
8. The Restated Consolidated Financial Information do not reflect the
effects of events that occurred subsequent to the respective dates of the audited
consolidated financial statements mentioned in paragraph 4 above.
9. This report should not in any way be construed as a reissuance or
re-dating of any of the previous audit reports issued by us, nor should this report be
construed as a new opinion on any of the financial statements referred to herein.
10. We have no responsibility to update our report for events and
circumstances occurring after the date of the report. 11. Our report is intended solely
for the use of the Board of Directors for inclusion in the RHP to be filed with Securities
and Exchange Board of India, stock exchanges and Registrar of Companies, Maharashtra, in
connection with the IPO. Our report should not be used, referred to or distributed for any
other purpose except with our prior consent in writing. Accordingly, we do not accept or
assume any liability or any duty of care for any purpose or to any other person to whom
this report is shown or into whose hands it may come without our prior consent in writing.
For B S R & Associates LLP
Chartered Accountants
ICAI firm registration number: 116231W/W-100024
Shabbir Readymadewala
Partner
Membership No.: 100060
ICAI UDIN: 23100060BGWNZV4148
Place: Mumbai
Date: 15 February 2023
+91-9892691696
