Protean eGov Technologies Ltd Auditor Reports

<dhhead>INDEPENDENT AUDITOR’S EXAMINATION REPORT </dhhead>

on Restated Consolidated Financial Information

To the Board of Directors of Protean eGov Technologies Limited

Times Tower, 1^st 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.

Details of entities audited by other auditors for the respective year

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

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