Vivo Collaboration Solutions Ltd Directors Report.

To,

The Board of Directors,

VIVO COLLABORATION SOLUTIONS LIMITED

 

(Formerly known as VIVO Collaboration Solutions Pvt Ltd)

315,Third Floor, HB Twin Tower, Netaji Subhash Place, Pitampura, New Delhi- 110034

Dear Sirs,

We have examined the attached Restated Financial Information of VIVO COLLABORATION SOLUTIONS LIMITED and hereinafter referred to as ("the Company") as approved by the Board of Directors of the Company in their meeting on July 28, 2021, prepared by the management of the company in terms of requirement of Section 26 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rule 2014, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (the ‘SEBI Regulations), the Guidance Note on ‘Reports in Companys Prospectus (Revised) issued by the Institute of Chartered Accountants of India (‘ICAI) to the extent applicable (‘Guidance Note), and in terms of our engagement agreed with you, in connection with the proposed Initial Public Offer (IPO) of the Company.

1. These Restated Financial Information (included in Annexure I to XIII) have been extracted by the Management of the Company from:

(a) The Companys Audited Financial Statements for the year ended March 31, 2021, 2020 and 2019 which have been approved by the Board of Directors at their meeting held on July 27, 2021, September 08, 2020, September 08, 2019 and books of accounts underlying those financial statements and other records of the Company, to the extent considered necessary for the preparation of the Restated Financial Information, are the responsibility of the Companys Management. The Financial Statement of the Company for the period ended March 31, 2021, 2020 and 2019 have been audited by Shyam Goel & Associates as sole statutory auditors and had issued unqualified reports for these years.

2. In accordance with the requirement of Section 26 of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules 2014, the SEBI Regulations, the Guidance Note, as amended from time to time and in terms of our engagement agreed with you, we further report that:

(i) The Restated Statement of Assets and Liabilities as at March 31, 2021, 2020 and 2019 examined by us, as set out under Annexure – I (along with Annexure I.1 to I.18) to this report, read with the ‘Basis of Preparation and Significant Accounting Policies of the Restated Financial Statements appearing in Annexure- IV are after making such adjustments and regrouping/re-classification as in our opinion were appropriate and are more fully described in the statement of Material Adjustments to the Financial Statements appearing in Annexure – V. As a result of these adjustments, the amounts reporting in the above mentioned statements are not necessarily the same as those appearing in the audited financial statements of the Company for the relevant financial years.

(ii) The Restated Statement of Profit and Loss of the Company for the year ended March 31, 2021, 2020 and 2019 examined by us, as set out un Annexure – II (along with Annexure II.1 to II.8) to this report, read with the ‘Basis of Preparation and Significant Accounting Policies of the Restated Financial Statements appearing in Annexure- IV are after making such adjustments and regrouping/re-classification as in our opinion were appropriate and are more fully described in the statement of Material Adjustments to the Financial Statements appearing in Annexure – V. As a result of these adjustments, the amounts reporting in the above mentioned statements are not necessarily the same as those appearing in the audited financial statements of the Company for the relevant financial years.

(iii) The Restated Statement of Cash flows of the Company for r the year ended March 31, 2021, 2020 and 2019 examined by us, as set out un Annexure – III (to this report, read with the ‘Basis of Preparation and Significant Accounting Policies of the Restated Financial Statements appearing in Annexure- IV are after making such adjustments and regrouping/re-classification as in our opinion were appropriate and are more fully described in the statement of Material Adjustments to the Financial Statements appearing in Annexure – V. As a result of these adjustments, the amounts reporting in the above mentioned statements are not necessarily the same as those appearing in the audited financial statements of the Company for the relevant financial years.

3. Based on the above, and to the best of our information and according to the explanation given to us, we are of the opinion that Restated Financial Information :

(a) have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial years to reflect the same accounting treatment as per the changed accounting policies for all the reporting periods based on the significant accounting policies adopted by the Company.

(b) have been made after incorporating adjustments for prior period and other material amounts in the respective financial years/period to which they relate and there are no qualification which require adjustments;

(c) do not contain any exceptional items that need to be disclosed separately other than those presented in the Restated Financial Information and do not contain any qualification requiring adjustments.

4. We have also examined the following other Restated Financial Information as set out in the Annexures to this report and forming part of the Restated Financial Information, prepared by the management of the Company and approved by the Board of Directors on July,28,2021 relating to the company and annexed to this report relating to the company for the years ended March 31, 2021, 2020 and 2019:

i) Restated Statement of Share Capital included in Annexure – I.1;

ii) Restated Statement of Reserve & Surplus included in Annexure – I.2 ;

iii) Restated Statement of Long Term Borrowings included in Annexure I.3;

iv) Restated Statement of Deferred Tax liability/Assets (net)included in Annexure I.4;

v) Restated Statement of Trade Payables included in Annexure I.5;

vi) Restated Statement of Other Current Liabilities included in Annexure I.6;

vii) Restated Statement of Short Term Provisions included in Annexure I.7;

viii) Restated Statement of Fixed Assets included in Annexure I.8;

ix) Restated Statement of Non Current Investments included in Annexure I.9;

x) Restated Statement of Inventories included in Annexure I.10;

xi) Restated Statement of Trade Receivables included in Annexure I.11;

xii) Restated Statement of Cash and Cash Equivalents included in Annexure I.12;

xiii) Restated Statement of Short Term Loans and Advances included in Annexure I.13;

xiv) Restated Statement of Other Current Assets included in Annexure I.14;

xv) Restated Statement of Revenue from Operations included in Annexure II.1;

xvi) Restated Statement of Other Income included in Annexure II.2;

xvii) Restated Statement of Cost of Material Consumed included in Annexure II.3;

xviii) Restated Statement of Change in Inventories included in Annexure II.4;

xix) Restated Statement of Employees Benefit Expenses included in Annexure II.5;

xx) Restated Statement of Finance Cost included in Annexure II.6;

xxi) Restated Statement of Other Expenses included in Annexure II.7;

xxii) Restated Statement of Cash Flows included in Annexure III;

xxiii) Restated Statement of Accounting Policies included in Annexure IV;

xxiv) Restated Statement of Material Adjustment included in Annexure V;

xxv) Restated Statement of Related Party Transaction, included in Annexure VI ;

xxvi) Restated Statement of Accounting Ratios, included in Annexure VII;

xxvii) Restated Statement of Capitalization, included in Annexure VIII;

xxviii) Restated Statement of Tax Shelters, included in Annexure IX.

xxix) Restated Statement of Financial Indebtedness, included in Annexure X.

xxx) Restated Statement of Dividend, included in Annexure XI.

5. We, Gaur & Associates, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and hold a valid peer review certificate issued by the "Peer Review Board" of the ICAI .

6. The Preparation and Presentation of the Financial Statement referred to above are based on the Audited Financial Statements of the company and are in accordance with the provisions of the act and ICDR Regulations. The Financial Statements and Information referred to above is the responsibility of the management of the Company.

7. This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as an opinion on any of the Financial Information referred to herein.

8. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

9. In our opinion, the above Restated Financial Information contained in Annexure I to XIII to this report read along with the Basis of Preparation and Significant Accounting policies (Refer Annexure – IV) after making adjustments and regrouping/re-classification as considered appropriate and have been prepared in accordance with the provisions of Section 26 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules 2014, to the extent applicable, the SEBI Regulations, the Guidance Note issued in this regard by the ICAI, as amended from time to time, and in terms of our engagement agreed with you.

10. Our report is intended solely for use of the Management and for inclusion in the offer documents in connection with the proposed issue of equity shares of the Company and is not to be used, referred to or distributed for any other purpose except with our prior written consent.

For, GAUR & ASSOCIATES
Chartered Accountants
Firm Registration No: 005354C
Sd/-
Satish Kumar Gupta
Partner
Membership No: 016746
Place: Delhi
Date: July 28, 2021
UDIN: 21016746AAAA8787