Tarun Kandhari & Co LLP

Chartered Accountants
Basement, Plot No.65, Sector-12A,
Dwarka, New Delhi – 110078.

Dear Sir,

With reference to the representation letter in connection with your audit of the financial
statements of ‘India AI Division (India AI)’ of M/s Digital India Corporation, (“the
company”) for the year ended on March 31, 2024 as submitted to you for the purpose of
expressing an opinion as to whether the Statements give a true and fair view of the
financial position of the Company as of March 31, 2024 and the statement of income and
expenditure for the year ended March 31, 2024, we acknowledge our responsibility for
preparation of the financial statements in accordance with the accounting principles
generally accepted in India, including the Accounting Standards specified under Section
133 of the Companies Act 2013 (“the Act”), read with Rule 7 of the Companies
(Accounts) Rules, 2014 and hereby confirm that to the best of our knowledge and belief
they have been followed.

Certain representations in this letter are described as being limited to matters that are
material. Items are considered material, regardless of size, if they involve an omission
or misstatement of accounting information that, in the light of surrounding
circumstances, makes it probable that the judgment of a reasonable person relying on
the information would be changed or influenced by the omission or misstatement. The
financial statements and annexed notes constitute a complete and proper presentation
of the financial position and results of operations. No matters or events, other than
those already advised/informed, have occurred subsequent to March 31, 2024 that
would require adjustments to or disclosure in the financial statements or although not
affecting such financial statements or disclosure have caused or are likely to cause any
material change, adverse or otherwise in the financial position or results of operations of
the Company.

We have made available to you all financial records and related data. We have not
knowingly withheld from you any other financial records or related data that in our
judgment would be relevant to the purpose of your review.

We have made available to you all minutes of the meetings of stakeholders, directors,
and committees of directors. We confirm that all matters discussed in these meetings
have been updated in the respective minute books and there have been no other
important events that have not been discussed in the meetings that could have an
impact on the preparation and presentation of financial statements.

We have not knowingly withheld from you any other financial records or related data
that in our judgment would be relevant to the purpose of your review.

We acknowledge our responsibility for the fair presentation of the financial statements in
accordance with accounting standards and other recognized accounting practices and
policies generally accepted in India.

We acknowledge our responsibility for the implementation and operations of accounting

and internal control systems that are designed to prevent and detect fraud and error.
There have been no irregularities involving management or employees who have a
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 significant role in the system of internal control that could have a material effect on the
financial statements. There have been no frauds or suspected frauds on or by the
Company, known to management that may have affected the entity.

Effects of all known actual or possible noncompliance with laws and regulations have
been considered when preparing financial statements.

In particular, the Management would like to confirm the following, which may be
construed to be the positions at the year-end or during the year, as the case may be,
unless otherwise stated:

1. Accounting Policies

a) The accounting policies are in accordance with generally accepted accounting standards
and the accounts are drawn up in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under Section 133 of the
Companies Act 2013 (“the Act”), read with Rule 7 of the Companies (Accounts) Rules,
2014.
b) The financial statements are prepared to comply in all material aspects with the
Accounting Standards prescribed under section 133 of the Companies Act, 2013 (‘the
Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014 and in accordance with
the generally accepted accounting principles (‘GAAP’) in India. The accounts have been
prepared under historical cost convention on accrual basis and under going concern
assumption. The accounting policies and practices which are material or critical in
determining the results of operations for the year or financial position are disclosed in
the financial statements and are consistent with those adopted in the financial
statements for the previous year except for changes if any, due to adoption of newly
issued accounting standards or where a revision is made to an existing accounting
standard that requires a change in the accounting policy hitherto in use. Any change in
policy is duly disclosed in the notes to financial statements.
c) We have no plans or intentions that may materially affect the carrying value or
classification of assets and liabilities.
d) The financial statements are prepared on accrual basis.
e) All the relevant accounting standards issued by Institute of Chartered Accountants of
India as applicable to SMC listed at point 28 below which are applicable to our Company
have duly been complied with.

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2. INTERNAL CONTROL STRUCTURE:

a) No fraud on or by the Company has been noticed or reported during the year including
till the date of signing the financial statements for the year ended March 31, 2024.
There have been no suspected frauds on or by the Company, known to management
that may have affected the entity.
b) There are no material transactions that have not been properly recorded in the
accounting records underlying the financial statements.
c) There is an adequate internal control system commensurate with the size of the
Company and the nature of its business, for the purchase of fixed assets and for the
sale of services. There is no failure to correct any major weakness in internal control
system.

3. REGISTERS, MINUTES AND CONTRACTS:

a) The Minutes of the meetings of the Stakeholders and Directors and the Registers
required to be maintained under the Act are complete and authenticated.
b) We have updated all significant registers, contracts and agreements and all minutes of
the meetings of directors. We confirm that there are no matters in the subsequent
meetings that necessitate adjustments to the accounts audited by you.
c) All matters required to be recorded in the registers and minute books of the Company
have been and are recorded correctly.
d) We have complied with all aspects of contractual agreements that would have a
material effect on the financial statements in the event of non-compliance. There has
been no non-compliance with requirements of regulatory authorities that could have a
material effect on the financial statements in the event of non-compliance. In respect of
delays in payment of certain regulatory dues (disclosed elsewhere) we do not anticipate
any material effect on the financial statements as a result of delays.
e) Company has not granted any loans, secured or un-secured to companies, firms or
other parties covered in the register maintained under section 189 of the Companies
Act, 2013.

4. OWNERSHIP AND PLEDGING OF ASSETS:

a) The financial statements include all the assets and property of the Company, which
should be reported therein including all bank accounts containing funds belonging to
the Company.

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b) The entity has satisfactory title to all assets. There are no liens or encumbrances on
such assets, and assets pledged as collateral on the entity’s assets.

5. Fixed Assets

a) The expenditure charged to the capital account in the books of the Company wholly
represents additions to the capital assets of the company, and the amounts so charged
do not in any instance represent repairs and maintenance of such assets or any
expenditure properly chargeable to revenue. Cost includes all incidental expenditure
and is gross of taxes, duties freight and other incidental expenses, if any.
b) There are no additions to Fixed Assets during the year.
c) The book value of all fixed assets do not exceed their recoverable amount as at the
balance sheet date.
d) The fixed assets have been verified at office in Mumbai and also Physical verification
reports of assets purchased during the financial year 2023-24 have been received from
the project implementing institutions.
e) Adequate records have been maintained for fixed assets showing inter-alia, location of
the type/nature of the asset, cost, and quantitative details and that such records are
fully reconciled with financial records.
f) The fixed assets cannot, without the prior permission of the Government of India, be
disposed off or encumbered or utilized for the purposes other than those for which the
grant has been sanctioned. Should the Company cease to exist, such assets shall
revert to the Government of India who will be free to sell or otherwise dispose off the
assets.
g) There is no impairment of any assets. As a result, there is no need for any provision for
impairment to be made in the books of accounts.
h) The Company has not disposed off substantial part of fixed assets so as to affect the
going concern status of the Company.
i) The Company has satisfactory title to all assets and there are no liens or
encumbrances on the Company’s assets.

6. CONFLICTS OF INTERESTS:

There are no instances where any officer or employee of the Company has an interest
in a Company with which the Company does business that would be a “conflict of
interest.” Even where the interest exists, the transactions have been made at prices
which are reasonable having regard to the prevailing market prices and are not
prejudicial to the interest of the Company.

7. Liabilities

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Full provisions have been made in the Balance Sheet for all known liabilities of the
company, due or accrued, as at March 31, 2024 including losses, if any, expected to
arise from events which had occurred by that date.
There were no contingent liabilities, potential liabilities, threatened litigations or
capital and other commitments of material amounts, which would impact its financial
position.

There are no guarantees, given on behalf of the Company, outstanding as at March

31, 2024.

Provision for Leave encashment has been provided for on the basis of actuarial
valuation, based on un-availed leave balance standing to the credit of employees as at
the year end.

The Company has an ongoing agreement with the Life Insurance Corporation of India
to administer its Gratuity Scheme.

A Reserve Fund has been created out of earnings including funds received as
overheads from the sponsored projects to meet any unforeseen costs that may arise
in the future as well as the future upkeep costs or for any other purpose conducive to
the interests of the Company.
There are no long term contract including derivatives contracts for which there were
any material foreseeable losses.

There are no funds which is required to be transferred to Investor Education &

Protection fund.

8. Cash and Bank Balances

The Balance Sheet as at March 31, 2024 includes all cash and bank balances of the
Company. Cash balances have been physically verified at Corporate office, Mumbai at
the year end and no discrepancies were noticed.

Particulars INDIA AI
Balance with Banks-Savings and -
Current Account Balances
Balance with banks-Savings and -
Current Account Balances
Cash in hand -

All the expenditures done in cash payments are through proper/adequate approvals
wherever required.

9. Loans and Advances

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 Loans and Advances as at March 31, 2024 represent advances for value to be
received in cash or in kind. The terms on which they have been made are not
prejudicial to the interests of the Company. Advances to Government and Non
Government Organizations are expensed in the books of account of the Company on
the basis of audited statements of accounts received or statement of accounts
certified by Heads of the concerned entity.

10. Current Assets

All current assets as at March 31, 2024 have a value on realization in the ordinary
course of business at least equal to the amounts at which they have been stated in
the Balance Sheet of the Company as at that date.

11.The financial statements and appended notes thereto, include all material
disclosures necessary for these accounts to show a true and fair view of the state
of affairs of the Company and the Statement of Income and Expenditure. All
disclosures required to be made therein under the Companies Act, 2013 have been
made in accordance with the prescribed accounting standards and the Financial
Statements are free of material misstatements, including omissions.

12. All events subsequent to the Balance Sheet date have been fully considered in
preparing the accounts and no other matter has come to our attention up to the
time of signing this letter which would materially affect the accounts and the
related disclosures for the year ended March 31, 2024.

13. It is confirmed that no expenses of personal nature (other than those payable
under contractual obligations or in accordance with generally accepted business
practice) and/ or not related to the Company’s business have been charged to the
Company’s accounts.

14. No payment has been made during the year ended March 31, 2024 whether
directly or indirectly, by way of advertisement or otherwise to any political party in
contravention of the section 182 of the Companies Act, 2013.

15. In Case of contractual staff on consolidated salary, provision for gratuity has been
made for employees who have been working for more than 5 years.

16. There are no :

 Related party transactions and related amounts receivable or payable, including

sales, purchases, loans, transfers, leasing arrangements and oral or written
guarantees.
 Other agreements in the ordinary course of business.

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17. There have been no irregularities involving management or employees who have a
significant role in the system of internal control that could have a material effect
on the financial statements.

18. We have no plans or intentions that may materially affect the carrying value or
classification of assets and liabilities reflected in the financial statements.

19. The company has complied with all aspects of contractual agreements that could
have a material effect on the financial statements in the event of non-compliance.
There has been no non-compliance with requirements of regulatory authorities that
could have a material effect on the financial statements in the event of non-
compliance.

20. No fraud committed on the Company, by the Company during the year.

21. The company is small and medium sized company (SMC) as defined in the General
Instruction in Respect of Accounting Standards notified under the Companies Act,
2013. Accordingly, the company has complied with the Accounting Standards as
applicable to small and medium sized company.

22. All minutes of the meetings of Directors and Committees of Directors and all
financial and accounting records and related data have been made available to
you. We are not aware of any accounts, transactions or material agreements not
fairly described and properly recorded in the financial and accounting records
underlying the financial statements.

23. The Grant-in-Aid provided by Government of India is tabulated below. Interest

received on grant in aid deposits during the year have been credited to Grant-in-
Aid Account :

Division Amount Interest Earned

Received

INDIA AI 2,07,00,000 -

24. There are adequate internal controls on purchase of services and fixed assets and
for all the activities of the Company.

25. Transactions of the Company which are represented merely by book entries are
not prejudicial to the interests of the Company.

26. None of the Directors are disqualified as on March 31, 2024 from being appointed
as a Director in Section 164 of the Companies Act, 2013.

27. The Company has not received any intimation from suppliers regarding their status
under Micro, Small and Medium Enterprises Development Act, 2006 and hence
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 disclosures regarding: a) Amount due and outstanding to suppliers as at the end of
accounting year; b) Interest paid during the year; c) Interest payable at the end of
accounting year; d) Interest accrued and unpaid at the end of the accounting year
have not been given. The Company is making efforts to get the confirmations from
the suppliers as regards their status under the Act.

28. The Company was incorporated on September 20, 2001 as a company limited by
guarantee and not having a share capital and was granted a license under Section
25 of the Companies Act, 1956 (now, section 8 of Companies Act, 2013).

29. The Company has obtained registration under Section 12A of the Income Tax Act,
1961 vide Order for registration dated April 5, 2022 and is therefore entitled to
claim exemption from tax under the Income Tax Act
No provision for tax has been made in the accounts, based on the above.

30. Statement of Income and Expenditure and Balance Sheet have been prepared in
compliance with the Companies Act and the applicable Accounting Standards.

31. Reporting on Audit trail:

We acknowledge our responsibility for establishing and maintaining adequate

internal controls for identifying, maintaining, controlling, and monitoring audit trails
on a consistent basis, as required by Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014. The grant was received only by 30th January, 2024 and audit
trail was not enabled.
During the review and testing of audit trails since the implementation date, where
the audit trail function has been disabled, no fraud resulting in material
misstatement has been identified. Management has also taken steps to prevent
and monitor for any potential fraud risks related to audit trails.

Yours faithfully

(Abhishek Singh)
Managing Director & CEO

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