VL E-Governance & IT Solutions Ltd Auditor Reports

To the Members of VL E-GOVERNANCE & IT SOLUTIONS LIMITED (formerly known as Vakrangee Logistics Private Limited)

Report on the Audit of Financial Statements

Opinion

We have audited the financial statements of

VL E-Governance & IT Solutions Limited (formerly known as Vakrangee Logistics Private Limited) (hereinafter referred to as "the Company"), which comprise the Balance sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Cash flows and Statement of Changes in equity for the year then ended on that date, and notes to the financial statements, including a summary of material accounting policies 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, the aforesaid 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 Indian 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, of the state of affairs of the Company as at March 31, 2024, and its loss (including other comprehensive income), its cash flows and changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditors 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 Companies Act, 2013 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 we have obtained 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 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 communicate in our report for the year ended March 31, 2024.

1. Carrying value of Trade Receivables

Evaluation of trade receivables for impairment requires exercise of judgement and involves consideration of various factors. These factors include customers ability and willingness to pay the outstanding amounts, past due receivables, financial and economic difficulties of customers: This assessment is done for each group of customers resulting from possible defaults over the expected life of the receivables. Based on this assessment, credit loss rate is determined in provision matrix. The credit loss rate is based on the experience of actual credit losses over past years adjusted to reflect the current economic conditions and forecasts of future economic conditions. Based on such credit loss rate, the Company records expected credit loss (ECL) allowance for trade receivables. The company is required to regularly assess the recoverability of its Trade Receivables, Hence, in view of the above, it is a key audit matter in our audit of Ind AS

Financial Statements

Principal Audit Procedure

Our audit procedures in respect evaluation of receivables included the following:

? Tested the ageing of trade receivables and receipts subsequent to the year-end;

? Evaluated Managements assessment of the current financial situation of the major entities whose balances are receivable as the year-end.

? Assessed the Companys expected credit loss calculations made in determining the recoverable amount.

? Sent and obtained confirmations for major parities possible.

? Assessed the design and implementation of key Controls around the monitoring of recoverability.

2. Expected Credit Loss

As described in Note 2 (B) (h) (d) of the Standalone financial statements for the year ended March 31, 2024, the management has determined the allowance for credit losses based on historical loss experience adjusted to reflect the impact of the economic conditions. The allowance for credit loss model requires consideration of the customers business operations/ability to pay dues. Based on such analysis the Company has recorded an allowance aggregating to Rs. (37.42) lakhs as at March 31, 2024, considered in Note 8 of the Standalone Financial Statements. We identified allowance for credit losses as a key audit matter because the Company exercises significant judgment in calculating the expected credit losses.

Principal Audit Procedure

Our audit procedures included, but were not limited to, the following

? Evaluated the design and implementation including the operating effectiveness of the controls over: Basis of consideration of the impact of the economic conditions; Comp leteness and accuracy of the data used estimation of probability of default; Comp utation of the expected credit loss

? Tested the completeness and accuracy of the ageing of accounts receivable data.

? Further in addition to the above process, a forward looking expected loss impairment model as prescribed in IND AS 109 "Financial Instruments" was also applied by the Company. This involves judgment as the expected credit losses must reflect information about past events, current conditions, and forecasts of future conditions.

? Selected a sample of the customers, and

Verified publicly available information relating to the Companys customers to test if the management had correctly considered the adjustments to credit risk.

Obtained and verified the details of credit period extension granted to the customers and developed an expectation of similar extensions across other customers of the Company.

? Recomputed the expected credit loss allowance considering the above determined input data and compared the amounts so recomputed with the amounts recorded by the management to determine if there were any material differences individually or in the aggregate.

3. Recognition of contract revenue, margin and contract costs (Refer note 25 to the standalone financial statements)

The Company, as at March 31, 2024, has unbilled Accrued revenue (contract assets) amounting to Rs. 16,230.15 Lakhs, which represent various receivables in respect of closed/ substantially closed/ suspended/ terminated projects. The Company is at various stages of negotiations/discussions with the customers in respect of the aforementioned receivables. Management, based on contractual tenability, progress of the negotiations/discussions, has determined that value of the said asset which was recognised in the books is impaired because the contractual rights to the cash flows from the said contractual asset has expired, hence the carrying value of the assets has been Write down substantially. Considering the materiality of the amounts involved, uncertainty associated with the outcome of the negotiations/discussions and significance of management judgement involved in assessing the recoverability, this was considered to be a key audit matter in the audit of the financial statements. in Further, the aforementioned matter as fully explained in Note 25 to the financial statements is also considered fundamental to the users understanding of the standalone financial statements.

Principal Audit Procedure

Our audit procedures included, but were not limited to, the following:

? Obtained an understanding of the management process and evaluated the design and tested the effectiveness of key internal financial controls for assessing the recoverability of unbilled work-in-progress (contract assets) and trade receivables.

? Assessed the reasonability of judgements exercised and estimates made by management with respect to the recoverability of these receivables and validated them with corroborating evidence; ? Verified contractual arrangements to support managements position on the tenability and recoverability of these receivables;

? Obtained an understanding of the current period developments for respective receivables pending at various stages of negotiations/ discussions/ arbitration/ litigation and corroborated the updates with relevant underlying documents.

Reviewed the legal and contractual experts note and/ or legal opinion from independent legal counsel obtained by the management with respect to certain contentious matters; and

? Evaluated the appropriateness and adequacy of the disclosures in the standalone financial statements in accordance with the applicable accounting standards

Emphasis of Matter

We draw attention to Note 34 to the standalone financial statements, regarding the Scheme of Arrangement for Demerger (the "Scheme") whereby the E-Governance & IT/ ITES Business (Demerged Undertaking) of the Vakrangee Limited (the "Demerged Company") stands transferred to and vested in VL E-Governance & IT Solutions Limited (formerly known as Vakrangee Logistics Private Limited) (the "Resulting Company") on a going concern basis.

The Honble National Company Law Tribunal (the "NCLT") has approved the Scheme vide its Order dated May 19, 2023, and the same has been filed with the Ministry of Corporate Affairs (MCA) on May 26, 2023. In accordance with the Scheme approved by the NCLT, the Company has given effect to the scheme from appointed date specified therein i.e. April 01, 2021. Our opinion on the standalone financial statements is not modified in respect of these matters

Information Other Than The Financial Statements and Auditors Report Thereon

The Companys management and Board of Directors are responsible for the other information. The other information comprises the information included in the Boards Report including Annexures to 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 during the course of our 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

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 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, 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 implementation and maintenance of 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, management is responsible for assessing the Companys ability to continue as a 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 to cease operations, or has no realistic alternative but to do so.

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

Auditors 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 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. 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 these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional 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. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the 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 managements 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 cast significant doubt on the Companys ability to continue as a going concern. If we conclude that a material 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 the Company to cease to continue as a going concern; and

? 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 a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the Financial Statements.

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

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding 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.

Report On Other Legal And Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure A" 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.

c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and 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 Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.

e) 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.

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) In our opinion and according to the information and explanations given to us, the managerial remuneration for the year ended Mach 31, 2024, has been paid / provided by the Company to its directors is in accordance with the provisions of Section 197 read with Schedule V to the Act. h) 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:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. (A) 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, whether, 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 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, that the Company shall, whether, 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; and

(C) Based on such audit procedures that we have considered reasonable and appropriate in the circumstances; nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. No dividend has been declared or paid during the year by the company.

vi. Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

	For BKG & Associates
	Chartered Accountants
	Firm Registration No: 114852W
	CA G.L. Gupta
	Partner
	Membership No. : 034914
	UDIN: 24034914BKECPB8466
Place : Mumbai
Date : April 19, 2024

Annexure A to the Independent Auditors Report

(Referred to in paragraph 1 under "Report on Other Legal and Regulatory Requirements" of our report to the Members of VL E-GOVERNANCE & IT SOLUTIONS LIMITED (‘the Company") for the year ended March 31, 2024.

The Annexure referred to in Independent Auditors Report to the members of the Company on the Standalone Financial Statements for the year ended March 31, 2024, we report that: I) (A) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant & equipment (b) The Company does not have any Intangible Assets, accordingly reporting under clause 3(i)(a)(B) of the Order is not applicable to the Company.

(B) As explained to us all the property, plant & equipment are physically verified by the Management according to phased programme designed to cover all the items over the year which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. According to information and explanations, no material discrepancies have been noticed on such verification.

(C) As per the records examined by us and according to the information and explanations given to us, the Company does not have any immovable property. Accordingly, the provisions of Clause 3(i)(c) of the Order are not applicable to the Company. (D) The company has not revalued its property, plant & equipment (including Right of use assets) and Intangible Assets during the year ended March 31, 2024.

(E) There are no proceedings initiated or are pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder II) (A) The Company does not hold any inventory. Therefore, the provisions of Clause 3(ii)(a) of the said Order are not applicable to the Company..

(B) The Company has not been sanctioned working capital limits, at any points of time during the year, from banks or financial institutions hence reporting under clause 3(ii)(b) of the Order is not applicable to the Company.

III) According to the information and explanations given to us and on the basis of our examination of the records, the Company has granted unsecured loans, to the companies covered in the register maintained under section 189 of the Companies Act, 2013. The Company has not provided any guarantee or security, secured to companies, firms, limited liability partnerships or any other parties. The Company has not made investments in listed companies, mutual fund etc.

(A) With respect of the unsecured loans to the related parties during the year, the requisite information is as below:

Particulars Amount

(A) Aggregate amount Loans granted /provided during the year to:

- Subsidiary, Joint Ventures and -

Associates

- Others -

(B) Balance outstanding as at Balance sheet date in respect of the above cases to:

- Subsidiary, Joint Ventures and -

Associates

- Others 30.13

(B) According to the Information and explanations given to us and in our opinion the terms and conditions of the investment and grant of loan is not prima facie pre-judicial to the companys interest.

(C) In respect to above loans and advances granted in the nature of loans, the schedule of repayment of principal and payment of interest has not been stipulated..

(D) There are no overdue of loans granted by the company as at March 31, 2024.

(E) No loan or advances in the nature of the loan granted which has fallen due during the year has been renewed or extended or fresh loan granted to settle the over dues of existing loan given to the same parties.

(F) The Company has granted loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year to related party as defined in clause (76) of section 2 of the Companies Act, 2013, aggregating to a total of Rs. 30.13 (in Lakhs) on balance sheet date i.e. March 31, 2024, which is 100% of the Total loans granted.

IV) According to the information and explanations given to us and on the basis of our examination of the records, the Company has not given any loans, or provided any guarantee or security as specified under Section 185 of the Companies Act, 2013 and the Company has not provided any guarantee or security as specified under Section 186 of the Companies Act, 2013.

IV) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable to the Company.

VI) The Central Government of India has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act. Accordingly, the provisions under Clause 3(vi) of the order are not applicable to the company.

VII) In respect of Statutory dues:

(A) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, the Company generally regular in depositing the undisputed statutory dues including provident fund, employees state insurance, income-tax, goods and services tax, duty of customs, cess and other material statutory dues, as applicable, with the appropriate authorities.

(B) There were no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues, as applicable, in arrears as at March 31, 2024 for a period of more than six months from the date they became payable.

(C) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, goods & service tax, duty of customs, duty of excise or value added tax or cess which have not been deposited on account of any dispute.

VIII) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income-tax Act, 1961 as income during the year.

IX) (A) The Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(B) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(C) The Company has not taken any term loans, Accordingly clause 3(ix)(c) of the Order is not applicable to the Company (D) The Company has not utilized funds raised on short term basis for any long term purpose.. (E) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion, 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 subsidiaries, joint ventures or associate companies. Accordingly, clause 3(ix)(f) of the Order is not applicable to the Company.

X) (A) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable to the Company.

(B) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable to the Company.

XI) (A) Based on examination of the books and records of the Company and according to the information and explanations given to us, considering the principles of materiality outlined in Standards on Auditing, we report that no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

(B) No report under sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

According to the information and explanations given to us, The Company has not received any whistle blower complaint during the year.

XII) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable to the Company.

XIII) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Sections 177 and 188 of the Companies Act, 2013, where applicable, and the details of the related party transactions have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

XIV) (A) The Company has an internal audit system commensurate with the size and nature of its business.

(B) The internal audit reports of the Company issued till the date of the audit report, for the period under audit have been considered by us.

XV) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.

XVI) (A) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable to the Company (B) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable to the Company.

(C) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable to the Company.

(D) According to the information and explanations provided to us during the course of audit, the Group does not have any CIC. Accordingly, the requirements of clause 3(xvi)(d) are not applicable to the Company.

XVII) According to the information and explanations given to us, and the records of the company examined by us, The Company has incurred cash losses of Rs. 843.55 Lakhs in the current year. The Company has not incurred any cash losses in the immediately preceding financial year.

XVIII) There has been resignation of the statutory auditors during the year and we have taken into consideration all the facts and there was no issues, objections or concerns raised by the outgoing auditors.

XIX) According to the information and explanations given to us by the management and the records of the Company examined by us, on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities and other information accompanying the financial statements, there is no material uncertainty as to the companys inability to meet its liabilities existing at the balance sheet date as and when they fall due within a period of one year from the balance sheet date.

XX) (A) There are no unspent amounts towards Corporate Social Responsibility (CSR) requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of section 135 of the said Act. Accordingly, reporting under clause (xx)(a) of the order is not applicable for the year.

(B) The Company during the year has transferred unspent amount in special account relating to ongoing project in compliance with sub section (6) of Section 135 of the Act.

XXI The Company has no subsidiary and no requirement of consolidation hence report on clause 3(xxi) of the Order is not applicable to the Company.

	For BKG & Associates
	Chartered Accountants
	Firm Registration No: 114852W
	CA G.L. Gupta
	Partner
	Membership No. : 034914
	UDIN: 24034914BKECPB8466
Place : Mumbai
Date : April 19, 2024

Annexure "B" To The Independent Auditors Report of even date to the Members of VL E-GOVERNANCE & IT SOLUTIONS LIMITED on the Ind AS Financial statement for the year ended March 31, 2024

Independent Auditors report on the Internal Financial Controls under clause (i) of Sub- section 3 of Section 143 of The Companies Act, 2013 (The" Act")

In conjunction with our audit of the Ind As financial Statements of VL E-Governance & IT Solutions Limited ("The Company") as at and for the year ended on March 31, 2024, we have audited the internal financial Controls over financial reporting (IFCoFR) of the Company as of 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 the 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 Companies Act 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting (IFCoFR) based on our audit. We conducted our audit in accordance with the Standards on auditing, issued by the ICAI and deemed to be prescribed under section 143(10) of the Act, to the extent applicable to an audit of IFCoFR and Guidance Note issued by ICAI. 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 IFCoFR were 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 IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining an understanding of IFCoFR, 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 judgment, 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 appropriate to provide a basis for our audit opinion on the Companys IFCoFR.

Meaning of Internal Financial Controls Over Financial Reporting

A companys IFCoFR 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 the Generally Accepted Accounting Principles. A companys IFCoFR includes those policies and procedures that:

( i) pertain to the maintenance of records that, in reasonable details, accurately and fairly reflect the transaction and dispositions of the assets of the company;

(ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the 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

(iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositions 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 IFCoFR, 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 IFCoFR to future periods are subject to the risk that the IFCoFR 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, the Company has, in all material respects, adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2024, 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 issued by the ICAI.

	For BKG & Associates
	Chartered Accountants
	Firm Registration No: 114852W
	CA G.L. Gupta
	Partner
	Membership No. : 034914
	UDIN: 24034914BKECPB8466
Place : Mumbai
Date : April 19, 2024