Auditor Report of Vivo Collaboration Solutions Ltd.

Mar 31, 2024

We have audited the accompanying financial statements of VIVO COLLABORATION
SOLUTIONS LIMITED (“the Company”), which comprise the Balance Sheet as at
March 31, 2024, the Statement oi Profit and Loss, change in equity and Cash How
Statement for the year ended on that date, and a summary of the significant 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 the Accounting Standards prescribed under section 133 of the Act and
other accounting principles generally accepted in India, of the state of affairs of the
Company as at March 31, 2024, the profit and total comprehensive income for the year
ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance w ith the Standards on
Auditing specified under section 143(10) of the Act (SAs). 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 arc independent of the Company in
accordance with the Code of Ethics issued by the Institute of Chartered Accountants of
India (1CAI) together with the independence requirements that arc relevant to our audit of
the financial statements under the provisions of the Act and the Rules made there under,
and we have fulfilled our other ethical responsibilities in accordance with these
requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a bas^fi«-4^ir audit opinion on the
financial statements.

/j)/

|¦£[ \u>\

Key Audit Matters

Kev audit matters are those matters that in our professional judgement were of most
significance in our audit of the Financial Statements for the financial 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 and we do not provide a
separate opinion on these matters. For each matter below our description of how our audit
addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to be
communicated in our report. We have fulfilled the responsibilities described in the
Auditors'' responsibilities for the audit of the Financial Statements section ot our report
including in relation to these matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the risks of material misstatement of
the Financial Statements. The results of our audit procedures including the procedures
performed to address the matters below provide the basis for our audit opinion on the
accompanying Financial Statements.

KEY AUDIT MATTERS	HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTERS
It systems and controls over financial reporting	Our procedures included and were not limited to the following:
We identified it systems and controls over financial reporting as a key audit matter for the company because its financial accounting and reporting systems are fundamentally reliant on it systems and it controls to process significant transaction volumes specifically with respect to revenue. Also due to such large transaction volumes and the increasing challenge to protect the integrity of the company''s systems and data cyber security has become more significant.	• Assessed the complexity of the environment by engaging it specialists and through discussion with the head of it and internal audit and identified it applications that are relevant to our audit. • Assessed the design and evaluation of the operating effectiveness of it general controls over program development and changes access to program and data and it operations by engaging it specialists
Automated accounting procedures and it environment controls w''hich include it governance it general controls over program development and changes access to program and data and it operations it application controls and interlaces between it applications are required to be designed and to operate effectively to ensure accurate financial reporting.	• Performed inquiry procedures with the head of cyber security at the company in respect of the overall security architecture and any key threats addressed by the company in the current year. • Assessed the design and evaluation of the operating effectiveness of it application controls in the key processes impacting financial reporting of the company by engaging, it specialists.

	• Assessed the operating effectiveness of
	controls relating to data transmission through the different it systems to the
---	financial reporting systems by engaging it specialists.

Information Other than the financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation and presentation of
its report (herein after called as ‘Board Report”) which comprises various information
required under section 134(3) of the Companies Act 2013 but does not include the
financial statements and our auditor’s 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. Wc have
nothing to report in this regard.

Management’s Responsibility 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 financial statements that give a true and
fair view of the financial position, financial performance of the Company in accordance
with the AS and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding 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
statements 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
Company’s ability to continue as a going concern, disclosing, as applicable, matters

hr v

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 hut to do so.

The Board of Directors are responsible for overseeing the Company’s financial reporting
process.

I 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
these financial statements.

As part ot an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism 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 financial controls relevant to the audit in order
to design audit procedures that are appropriate in the circumstances. Under section
I43(3)(i) of the Act, 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 management’s 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 Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our auditor’s
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 auditor’s report.

• However, future events or conditions may cause the Company to cease to continue
as a going concern.

• 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 ol 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 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
auditor’s 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 Regulator}’ Requirements

1. 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, Statement of Changes in Equity
and the cash How statement dealt with by this Report are in agreement with the books of
account;

/»/ V£\

- \co\

(d) In our opinion, the aforesaid financi-.l _c*_a. .

Standards specified under Section 131 „r ,‘i ! “ ^{COmply with thu} Account.ng

(Accounts) Rules, 2014; " '' ^Ct’ ^{rcatl wit}*¹ ^^{ule 7 of l}^^c Companies

(e) On the basis of the written renrcsent''ituvnc . • ,

March 2024 lakcn on record by the Hoard „r iy ““ ^l5i"^;‘^:"''^rS “ ³¹

disqualified as on 31 March 2024 from bcinu ann ⁿ‘^{,nc <,f lhl; d,reclors ls}

164 (2) of the Acl; ^fc appointed as a d.rcclor in terms of Section

(0 with respect to the adequacy of the internal financial conlrois over financial reporting

of the Company and the operating cffcctivem.^ i , „

‘ , ^h CJ,tcl,vencss of such controls, refer to our separate

report in “Annexurc A”; and

(g) With respect to the other matters to be inHnrlr-fi ih , a i*. , _M . .

... . „ . ^inc|uciecJ in the Auditor''s Report in accordance

with the requirements of section 197(16t of ihn a,.i __, , . . . , .

, . - . „ . i o) oi tne Act, as amended, in our opinion and to the

best of our information and according to the explanations given to us, the renunciation

pa,d or provided by the company to its directors during the year is in accordance with the
provisions ol section 197 of the Act

^ ^re^^pec* °^l^^{Cr mallers to} 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 Compan> does not have any pending litigations which would impact its
financial position;

II. The Company did not have any long-term contracts including derivatives
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. The question of delay in
transferring such sums does not arise.

IV. (a) The management has represented that, to the best of it’s knowledge and belief,
other than as disclosed in the notes to the accounts, 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 or entity,
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 it’s knowledge and belief
other than as disclosed in the notes to the accounts, no funds have been received''
by the company from any person or entity, including foreign entities (“Funding
Parties”), with the understanding, whether recorded in writing or otherwise that

IS 1 . \ut\

I. ffuAcomwc *

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

(e) Based on our audit procedures we considered these reasonable and appropriate
in the circumstances and nothing has come to our notice that has caused us to
believe that the representations under sub-clause (a) and (b) contain any material
mis-statement.

V. I he dividend declared or paid during the year by the company is in compliance
with section 123 of the Companies Act, 2013.

VI. Proviso to Rule 3(1) ol the Companies (Accounts) Rules, 2014 for maintaining
books ol account using accounting software which has a feature of recording audit
trail (edit log) facility is applicable to the Company with effect from April 1,2024,
and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors)
Rules, 2014 is not applicable for the financial year ended March 31,2024.

2. As required by the Companies (Auditor''s Report) Order, 2020, (^ilthe Order”) issued
by the Central Government in terms ol Section 143 (11) of the Act, we give in
"Annexure- B" a statement on the matters specified in paragraphs 3 and 4 of the Order

For GAUR & ASSOCIATES
Chartered Accountants
FRN: 005354C

S. K. Gupta

Partner

M. No. 016746 Place: New Delhi

^UD1N-‘ Date: 21/05/2024