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PROTEAN EGOV TECHNOLOGIES LTD.

25 September 2026 | 03:59

Industry >> IT Enabled Services

Select Another Company

ISIN No INE004A01022 BSE Code / NSE Code 544021 / PROTEAN Book Value (Rs.) 265.67 Face Value 10.00
Bookclosure 28/08/2026 52Week High 940 EPS 24.67 P/E 28.00
Market Cap. 2816.62 Cr. 52Week Low 444 P/BV / Div Yield (%) 2.60 / 0.00 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

We have audited the standalone financial statements of
Protean eGov Technologies Limited (the "Company") which
comprise the standalone balance sheet as at 31 March 2026,
and the standalone statement of profit and loss (including other
comprehensive income), standalone statement of changes in
equity and standalone statement of cash flows for the year then
ended, and notes to the standalone financial statements, including
material accounting policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 ("Act") in the manner so required and give a true and fair view
in conformity with the accounting principles generally accepted
in India, of the state of affairs of the Company as at 31 March
2026, and its profit and other comprehensive income, changes in
equity and its cash flows 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 Act.
Our responsibilities under those SAs are further described in
the Auditor's Responsibilities for the Audit of the Standalone
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 together with
the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act
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 obtained by us
is sufficient and appropriate to provide a basis for our opinion on
the standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters.

Revenue from sale of services

See Note 17 to standalone financial statements

The key audit matter

How the matter was addressed in our audit

Revenue from the sale of services is recognized
upon transfer of control of promised services to
customers and is measured in an amount that
reflects the consideration the Company expects
to receive in exchange of those services.

We have identified recognition of revenue as a
key audit matter as revenue is a key performance
indicator and there is a risk that revenue may be
overstated because of fraud, resulting due to the
pressures to achieve performance targets as well
as meeting external expectations which makes it
susceptible to misstatement.

In view of the significance of the matter we performed the following audit
procedures, amongst others to obtain sufficient appropriate audit evidence:

i. Assessing the appropriateness of the revenue recognition accounting policies
and applicable disclosures as per the requirements of Ind AS 115 i.e., Revenue
from contracts with customers.

Obtaining an understanding of the business and the processes by which
revenue transactions are initiated, processed and recorded in the general
ledger and reported in the financial statements.

Evaluating the design and implementation of internal controls over revenue
transactions and testing the operating effectiveness of these internal controls
for a sample of transactions.

Performing substantive testing on samples selected using statistical sampling
method for revenue transactions recorded during the year by testing the
underlying documentation/records.

Involving our information technology specialists to test the general information
technology controls and system reports relied for revenue recognition.

Testing the journal entries for revenue, selected based on specified risk-based
criteria to identify unusual items.


Other Information

The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Annual Report, but
does not include the financial statements and auditor's report
thereon. The Annual Report is expected to be made available to
us after the date of this auditor's report.

Our opinion on the standalone financial statements does not
cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our
knowledge obtained in the audit, or otherwise appears to be
materially misstated.

When we read the annual report, if we conclude that there is a
material misstatement therein, we are required to communicate
the matter to those charged with governance and take necessary
actions, as applicable under the relevant laws and regulations.

Management's and Board of Directors'
Responsibilities for the Standalone Financial
Statements

The Company's Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true and fair view of the state of affairs,
profit/ loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) 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 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 standalone
financial statements that give a true and fair view and are free
from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for
assessing the Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board of
Directors 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
Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone 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
standalone 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 standalone 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 Act, we are also responsible for expressing our opinion
on whether the company has adequate internal financial
controls with reference to financial statements 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 the Management and
Board of Directors.

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements 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 standalone 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 standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

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 standalone 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.

Other Matter

a. In accordance with the Scheme of Arrangement referred
to in Note 44 to the standalone financial statement, the
figures for the current year include the financial results
of the Governance, Risk and Compliance ('GRC') and
Security Operations Centre ('SOC') businesses ('Demerged
Undertakings') demerged into the Company from its wholly
owned subsidiary, Protean InfoSec Services Limited. The
previous year's figures and the net equity as at 1 April 2024
of the Company have also been restated to include the
figures of the demerged undertakings.

We did not audit the financial information of the demerged
undertakings for the period 1 April 2024 to 31 March 2026
whose financial information reflects net equity of Rs. (4.05)
Cr as at 1 April 2024, total assets of Rs 0.10 Cr as on 31
March 2026 (31 March 2025 : Rs 1.51 Cr) and total revenue
of Rs 1 Cr (for the year ended 31 March 2025: Rs 1.84 Cr) for
the year ended 31 March 2026. The financial information
of the Demerged Undertakings has been audited by the
other auditor whose reports have been furnished to us
by the management and our opinion in so far as it relates
to the amounts and disclosures included in respect of the
Demerged Undertakings for the periods stated above, is
based solely on the report of the other auditor.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government of
India in terms of Section 143(11) of the Act, we give in the
"Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

A. 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.

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 except for the matters stated
in the paragraph 2(B)(f) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone
statement of changes in equity and the
standalone statement of cash flows dealt
with by this Report are in agreement with the
books of account.

In our opinion, the aforesaid standalone financial
statements comply with the Ind AS specified
under Section 133 of the Act.

On the basis of the written representations
received from the directors as on 31 March 2026
and 01 April 2026 taken on record by the Board
of Directors, none of the directors is disqualified
as on 31 March 2026 from being appointed as a
director in terms of Section 164(2) of the Act.

the qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in the paragraph 2A(b) above on
reporting under Section 143(3)(b) and paragraph
2B(f) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in
"Annexure B".

With respect to the other matters to be
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

The Company has disclosed the impact of
pending litigations as at 31 March 2026 on its
financial position in its standalone financial
statements - Refer Note 34 to the standalone
financial statements.

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

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

d (i) The management has represented that,
to the best of its knowledge and belief,
as disclosed in the Note 28(a) to the
standalone financial statements, 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 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.

(ii) The management has represented that,
to the best of its knowledge and belief,
as disclosed in the Note 28(b) to the
standalone financial statements, 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 directly or indirectly, lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Parties ("Ultimate Beneficiaries")
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been 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 (i) and (ii) above, contain
any material misstatement.

e. The final dividend paid by the Company during
the year, in respect of the same declared
for the previous year, is in accordance with
Section 123 of the Act to the extent it applies to
payment of dividend.

As stated in Note 40 to the standalone financial
statements, the Board of Directors of the
Company have proposed final dividend for
the year which is subject to the approval of
the members at the ensuing Annual General
Meeting. The dividend declared is in accordance
with Section 123 of the Act to the extent it applies
to declaration of dividend.

f. Based on our examination which included test
checks, the Company has used accounting
softwares for maintaining its books of account
which has have a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the respective softwares except that
the audit trail was not enabled at the database
level to log any direct data changes for the
accounting software used for maintaining the
books of account. Further, where audit trail (edit
log) facility was enabled and operated throughout
the year for the respective accounting softwares,
we did not come across any instance of the audit
trail feature being tampered with. Additionally,
except where audit trail (edit log) facility was
not enabled in the previous year, the audit trail
has been preserved by the Company as per the
statutory requirements for record retention.

With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the Act:

In our opinion and according to the information
and explanations given to us, the remuneration
paid/payable by the Company to its directors
during the year is in accordance with the
provisions of Section 197 of the Act. The
remuneration paid/payable to any director is not
in excess of the limit laid down under Section
197 of the Act. The Ministry of Corporate Affairs
has not prescribed other details under Section
197(16) of the Act which are required to be
commented upon by us.

For B S R & Associates LLP

Chartered Accountants
Firm's Registration No.:116231W/W-100024

Shabbir Readymadewala

Partner

Place: Mumbai Membership No.: 100060

Date: 20 May 2026 ICAI UDIN:26100060QDJXTL6763