We have audited the standalone financial statements of AGS Transact Technologies Limited (the “Company”)(in which are included financial information from an Employee Stock Option Plan (ESOP) Trust) which comprise the standalone balance sheet as at 31 March 2024, 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 2024, and its loss 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 we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.
Key Audit Matters
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.
Going Concern assessment
See Note 52 to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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The Company has incurred loss after tax for the year ended
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Our audit procedures to assess the going concern assumption,
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31 March 2024 of ' 669.85 million (profit after tax for the year
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and whether a material uncertainty exists related to events or
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ended 31 March 2023: ' 148.77 million). There is a decline
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conditions that may cast significant doubt on the Company’s
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in revenue during the period and delays in collections from
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ability to continue as a going concern, included the following audit
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customers resulting into delays in payments and increased
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procedures to obtain sufficient and appropriate audit evidence:
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working capital requirement.
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• Gaining an understanding of the Company’s business planning
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Note 52 to the standalone financial statements explains
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process and assessing the design, implementation and
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that the management has concluded that the going concern
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operating effectiveness of management’s key internal controls
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basis is appropriate in preparing the standalone financial
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over preparation of cash flow forecasts to assess its liquidity;
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statements of the Company. The Company evaluated its ability to continue as a going concern based on estimated future cash flows, forecasted results and margins from operations. The estimates are based on assumptions, including expectations regarding future developments in
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• Evaluating the key assumptions in cash flow forecasts (including future revenue, profitability and cash flows) with reference to historical information, current performance, future plans, market and other exterrnal available information;
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the economy and the market. This required the excercise
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• Performing sentivity analysis on the forecasted statement of
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of signifcant judgement, particularly in forecasting the
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profit and loss and cash flows by considering plausible changes
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Company’s future revenues, profitabilty and cash flows.
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to the key assumptions adopted by the Company;
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The key audit matter
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How the matter was addressed in our audit
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Considering the significance of the area to the overall
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• Performing a retrospective analysis to assess the
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financial statements, this was significantto our audit.
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reasonableness of Company’s past projections by comparing historical forecast to actual results; and
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• Assessing the availabilty of undrawn banking and other
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financing facilities and history of actual rollover of facilities by inspecting underlying documentation; and
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We also considered the adequacy of the requireddisclosure in the standalone financial statements.
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Impairment of Investments
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See Note 5 to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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The Company has investments in subsidiaries and associate
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In view of the significance of the matter we applied the following
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(collectively “the investments”) aggregating to ' 3,006.42
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audit procedures in this area, among others, to obtain sufficient
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million as at 31 March 2024. The Company records the
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appropriate audit evidence:
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investments at cost less any provision for impairment loss. Changes in business environment could have a significant impact on the valuation of these investments. As such, the investments are tested for any triggers for impairment. If triggers are identified, the recoverable amounts of the
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• Evaluated design, implementation and operating effectiveness of key controls in respect of the Company’s impairment assessment process, including the approval of forecasts and valuation models;
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investments are determined and if the amount is lower than
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• Evaluated the key assumptions used in estimating future
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the carrying value of the investments, impairment loss is recognised in the statement of profit and loss.
The impairment assessment involves the use of estimates and judgements. The identification of impairment event and the determination of an impairment charge also require
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cash flows such as sales volumes and prices, operating costs, inflation and growth rates by comparing these inputs with externally derived data, past performances, consistency with the Board approved investment plans and knowledge of the industry;
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the application of significant judgement by the Company.
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• Involved our internal valuation specialists where necessary to
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The judgement, in particular, is with respect to the timing,
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evaluate the assumptions including the discount rates used in
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quantity and estimation of projected cash flows.
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the calculations, through external market data;
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This annual impairment test is considered to be a key
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• Evaluated past performances and assessed historical accuracy
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audit matter due to the significant judgement required in
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of the forecast used in the calculations;
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determining the key assumptions, including estimates of future revenues from contracts, operating costs, terminal value growth rates, capital expenditure and the weighted-average cost of capital (discount rate), to be used to estimate
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• Performed sensitivity analysis to evaluate the impact of change in key assumptions individually or collectively on the recoverable value; and
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the recoverable amount.
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• Assessed the adequacy of the Company’s disclosures in the
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financial statements.
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Revenue Recognition
See Note 27 to standalone financial statements
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The key audit matter
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How the matter was addressed in our audit
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Revenue from rendering of services, net of service level
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In view of the significance of the matter, we applied the following
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agreement adjustments/ credits, is recognised when the
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audit procedures in this area, among others, to obtain sufficient
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Company satisfies performance obligation by transferring the
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appropriate audit evidence:
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services to the customers.
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• Obtained an understanding of the systems, processes and
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The revenue from ATM management services is disclosed
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controls implemented by the Company for recording and
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net of service level agreement adjustments/ credits, one-
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computing revenue and the associated contract assets,
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time upfront fees and premium on purchase of property,
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unearned and deferred revenue balances.
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plant and equipment. Revenue from maintenance contracts is recognised pro-rata over the period of the contract as and when the services are rendered.
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• Performed walkthrough, testing the design, implementation and operating effectiveness of Company’s general IT controls, key manual and application controls over the Company’s IT
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Revenue from sale of goods is measured at transaction
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systems;
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price allocated to that performance obligation of the consideration received or receivable, net of returns, service level adjustment/credits, where applicable.
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• Assessed the appropriateness of the policies in respect of revenue recognition by comparing with the applicable accounting standards and their consistent application to the
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Revenue is recognised when the Company satisfies
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significant sales contracts;
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performance obligations by transferring the goods to the customers. The Company 'transfers’ goods to the customers when the customer obtains control of that goods, which may be transferred either at a point in time or over time.
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• Inspected on a sample basis, key customer contracts. Based on the terms and conditions defined in the contracts, we assessed the Company’s revenue recognition policies with reference to the requirements of the applicable accounting standards;
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We identified revenue recognition as a Key Audit Matter since there is an element of inherent risk and presumed fraud risk around the existence of revenues recognised. Further,
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• Tested timeliness of revenue recognition by comparing individual sample sales transactions to underlying contracts;
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overstatement of revenue is considered to be a significant
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• Performed substantive testing by selecting samples of revenue
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audit risk as it is the key driver of returns to investors and
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transactions recorded during the year and matching the
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incentives linked to performance for a reporting period.
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parameters used in the computation with the relevant source documents;
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• Scrutinised the revenue journal entries raised throughout the
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reporting period and comparing details of sample of these journals, which met certain risk-based criteria, with relevant underlying documentation;
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• Checked completeness and accuracy of the data used by the
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Company for revenue recognition by performing specific cut off procedures on revenue. On a sample basis, we evaluated the revenue being recognised in the correct accounting period.
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We also evaluated the adequacy of the disclosures in the standalone financial statements in accordance with Ind AS 115- Revenue from Contracts with Customers.
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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'/ Board of Trustees' 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. The respective Management and Board of Directors of the Company/ Board of Trustees of the ESOP Trust are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company/ Trust 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 respective Management and Board of Directors/ Board of Trustees are responsible for assessing the ability of the Company/ Trust to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors/ Board of Trustees either intends to liquidate the Company/ Trust or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors/ Board of Trustees are responsible for overseeing the financial reporting process of the Company/ Trust.
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 of the Company 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. The financial statements/financial information of the ESOP Trust, whose financial statements/financial information reflect total assets (before consolidation adjustments) of ' 29.04 million as at 31 March 2024, total revenues (before consolidation adjustments) of ' 0.00 million and net cash outflows (before consolidation adjustments) amounting to ' 0.24 million for the year ended on that date, as considered in the standalone financial statements, have not been audited either by us or by other auditors. These unaudited financial statements/financial information have been furnished to us by the Management and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of this ESOP Trust, and our report in terms of sub- section (3) of Section 143 of the Act in so far as it relates to the aforesaid ESOP Trust, is based solely on such unaudited financial statements / financial information. In our opinion and according to the information and explanations given to us by the Management, these financial statements/financial information are not material to the Company.
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.
2 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.
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 except
for the matters stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c. 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.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on 1 April 2024 to 7 April 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.
f. the modifications 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.
g. 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”.
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.
a. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its standalone financial statements - Refer Note 40 to the standalone financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
d (i) The management of the Company represented to us that, to the best of its knowledge and belief, as disclosed in the Note 55 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 of the Company represented to us that, to the best of its knowledge and belief, as disclosed in the Note 55 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 performed 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 Company has neither declared nor paid any dividend during the year.
f. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which 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:
i. In the absence of reporting on compliance with the audit trail requirements in the independent auditor's report of a service organisation for an accounting software used for maintaining books of accounts relating to payroll, which is operated by a third party software service provider, we are unable to comment whether audit trail feature for the said software was enabled and operated throughout the year for all the relevant transactions recorded in the software.
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.
C. 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 current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid/payable to any director by the Company 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 & Co. LLP
Chartered Accountants Firm’s Registration No.:101248W/W-100022
Rajesh Mehra
Partner
Membership No.: 103145 ICAI UDIN:24103145BKFWLG8531
Place: Mumbai Date: 29 May 2024
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