V. Provisions (other than for employee benefits)
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the reporting date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.
Provision for warranties:
Provision for current warranty-related costs is recognised when the related product is sold. Provision is based on technical estimates which are based on historical experience. The estimates of such warranty-related costs are reviewed and revised annually.
W. Contingent liabilities and contingent assets
Contingent liabilities are possible obligations whose existence will only be confirmed by future events not wholly within the control of the Company, or present obligations where it is not probable that an outflow of resources will be required or the amount of the obligation cannot be measured with sufficient reliability.
Contingent liabilities are not recognised in the financial statements but are disclosed unless the possibility of an outflow of economic resources is considered remote.
A contingent asset is not recognised but disclosed in the Financial Statements where an inflow of economic benefit is probable.
Contingent liabilities and contingent assets are reviewed at each reporting date.
X. Leases
The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contact involves the use of an identified asset (ii) the Company has substantially all of the
economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.
As a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, the Company uses its incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease liability comprise the fixed payments, including in-substance fixed payments.
The lease liability is measured at amortised cost using the effective interest method.
Certain lease arrangements include the options to extend or terminate the lease before the end of the lease term. Right-of-use assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.
Under Ind AS 116, the Company recognised a right-of-use asset and a lease liability for the sale and leaseback transaction, measured in the same way as other right-of-use assets and lease liabilities at that date and adjusted the
leaseback right-of-use of asset for proportionate gains and losses recognised in statement of profit and loss.
The Company has used number of practical expedients when applying Ind AS 116: - Short-term leases, leases of low-value assets and single discount rate
The Company has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. The Company recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term. The Company applied a single discount rate to a portfolio of leases of similar assets in similar economic environment with a similar end date. The Company has used hindsight when determining the lease term and did not recognise right of use asset for leases to which the lease term end within 12 months of date of initial application.
Lease liability and ROU assets have been separately presented in Balance Sheet and lease payments have been classified as financing cash flows.
Y. Income tax
Income tax comprises current and deferred tax. It is recognised in the Statement of Profit and Loss except to the extent that it relates to an item recognised directly in equity or in other comprehensive income.
(i) Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any.
(ii) Deferred tax
Deferred tax is recognised in respect of temporary differences arising between the carrying amounts of assets and liabilities for financial reporting purposes
and tax base of assets and liabilities. Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be utilised.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be utilised.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
Z. Finance Cost
Finance costs include interest and other borrowing costs incurred in connection with the borrowing of funds. Interest cost on financial liabilities is measured at amortized cost such as borrowings from banks and others or bonds or similar instruments etc. calculated as per the effective interest method. Interest and other dues on statutory liabilities that are compensatory in nature are measured at the interest rates as applicable under the Statue. Other borrowing cost includes processing fees, bill discounting charges, commission or charges paid for letter of credit and bank guarantees, exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs etc.
AA. Operating segments
(i) Basis for segmentation
An operating segment is a component of the entity that engages in business activities from which it may earn and incur expenses, including revenues and expenses that relate to transactions with any of the company's other components and for which discrete financial information is available. Such decision is taken by chief operating decision maker (CODM).
(ii) Business segment
The Company’s operating businesses are organised and managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products or services and serves different markets. Accordingly, the Company has identified 'Payment Solutions’, 'Banking Automation Solutions’ and 'Other Automation Solutions’ segments as the primary reportable segments.
(iii) Geographical segment
The Company’s business is primarily within India. Hence no separate geographical disclosure is considered necessary.
(iv) Segment information
- Inter-segment transfers: The Company generally accounts for inter-segment sales and transfers at cost plus appropriate margins.
- Allocation of common costs: Common allocable costs are allocated to each segment according to the relative contribution of each segment to the total common costs.
- Unallocated items: Unallocated items include general corporate income and expense items which are not allocated to any business segment.
- Segment accounting policies: The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.
AB. Earnings per share
Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of equity shares outstanding during the year. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the year is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares), if any, that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
AC. Dividend
The Company recognises a liability for any dividend declared but not distributed at the end of the reporting period when the distribution is authorised and the distribution is no longer at the discretion of the Company on or before the end of the reporting period. A corresponding amount is recognised directly in equity.
AD. Measurement of earnings before interest, tax, depreciation and amortisation (EBITDA)
The Company has opted to present earnings before interest (Finance Cost), tax, depreciation and amortisation (EBITDA) as a separate line item on the face of the Statement of Profit and Loss. The Company measures EBITDA on the basis of profit/loss from continuing operations including other income.
AE. Cash and cash equivalents
Cash and cash equivalents comprise cash on hand, unrestricted bank balances and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
AF. Current and non-current classification
The Schedule III to the Act requires assets and liabilities to
be classified as either current or non-current.
An asset is classified as current when it satisfies any of the
following criteria:
(a) it is expected to be realized in, or is intended for sale or consumption in, the entity’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is expected to be realized within twelve months after the reporting date; or
(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting date.
All other assets are classified as non-current.
A liability is classified as current when it satisfies any of the
following criteria:
(a) it is expected to be settled in, the entity’s normal operating cycle;
(b) it is held primarily for the purpose of being traded;
(c) it is due to be settled within twelve months after the reporting date; or
(d) the Company does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
All other liabilities are classified as non-current.
Operating cycle
Operating cycle is the time between the acquisition of assets for processing and their realization in cash or cash equivalents. Based on the nature of services and the time between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current and non-current classification of assets and liabilities.
AG. Recent amendments/ pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
Notes:
Weighted average number of shares is the number of equity shares outstanding at the beginning of the year adjusted by the number of equity shares issued during year, multiplied by the time weighting factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number of days during the year.
Note 36 Employee benefits
A. Defined contribution plans
Contribution to Provident fund, Employee State Insurance and any other funds
Amount of ' 34.24 million (31 March 2023: ' 31.41 million) is recognised as an expense and included in “Employee benefit expenses” (refer note 32) in the Statement of Profit and Loss.
B. Defined benefit plans Gratuity
The gratuity benefit payable to the employees of the Company is as per the provisions of the Payment of Gratuity Act, 1972, as amended. Under the gratuity plan, every employee who has completed at least 5 years of service gets gratuity on separation or at the time of superannuation calculated for equivalent to 15 days salary for each completed year of service calculated on last drawn basic salary.
The Company does not have a fund plan for gratuity liability.
The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset) / liability and its components:
Note 39 Service concession arrangement
During the year ended 31 March 2016, the Company along with a private bank (acting in the capacity of lead bidder) and another third party jointly bid for a public private arrangement to set up an open loop, contactless, smart card based Automatic Fare Collection System (AFCS) in relation to a metro rail project. The roles, responsibilities and obligations of all the parties was agreed as part of a consortium agreement executed between the three parties.
The Company's responsibilities include supply, installation and testing of AFCS equipment and support / maintenance of such equipment for a year of 6 years. The Company is entitled to receive a specified percentage of the value of ticket sales generated by the metro rail project for a period of 10 years.
The arrangement has been identified as a service concession arrangement in accordance with Appendix A to Ind AS 11 Construction Contracts (now in accordance with Appendix C to Ind AS 115) where the Company's responsibilities include supply of the specified equipment and maintenance / support in relation to the same and the consideration linked to the ticket revenue generated by the related metro rail project.
During the year ended 31 March 2017, the Company was in the process of fulfilling its supply / installation / testing obligation and hence the cost incurred in relation to the project was capitalised as Intangible Assets under Development, net of in substance reimbursements received from co-bidders. In addition, amounts payable in relation to such projects have been reflected as Other financial liabilities.
To the extent the installation and consequent deployment of equipment has been completed, related expenditure (net of in substance reimbursements received from co bidders) and corresponding revenue based on the percentage of installation and deployment is recognised in the Statement of Profit and Loss and the consequent Intangible Assets are recognised in the Standalone Balance Sheet. The useful life is assessed based on the go live date.
Note 44
During the year ended 31 March 2014, the Company had entered into an agreement with a customer for providing ATM Management services for 10 years. As a part of the arrangement, the Company acquired existing ATM sites at total consideration of ' 926.25 million. Further, an interest free security deposit of ' 880.00 million has been advanced towards such acquisition of the ATM network.
The property, plant and equipment acquired were capitalised at the respective fair value of ' 649.64 million and the difference of ' 276.61 million between the fair value of property, plant and equipment acquired and the total consideration was recognised as Premium on purchase of assets under 'Other assets'. In addition, the difference between the fair value and transaction price of the interest free security deposit referred to above has also been adjusted with premium on purchase of assets under 'Other assets'. The aggregate premium on purchase of equipment is amortised over the life of the contract with an adjustment to revenue. The charge for the current year is ' 31.80 million (31 March 2023: '.58.40 million).
The Company is depreciating the property, plant and equipment acquired over the remaining useful life.
Note 46 Investment in subsidiaries
As at 31 March 2024, the Company has investment amounting to ' 3,006.42 million (31 March 2023: ' 2,904.01 million) in its wholly owned subsidiaries namely “Global Transact Services Pte. Ltd.”, “India Transact Services Limited” and “Securevalue India Limited”. The Company has also provided loans amounting to ' 191.94 million (31 March 2023: ' 0.83 million) to fund the operations of its subsidiaries and the loans are considered recoverable (refer note 49).
Letters of support are provided in respect of subsidiaries namely Novus Technologies Pte. Limited. and India Transact Services Limited. The Company consider its investments in subsidiaries as strategic and long-term in nature. The Company is committed to operationally, technically and financially support the operations of its subsidiaries.
B. Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk; and
• Market risk
i. Risk management framework
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.
ii. Credit risk
Credit risk is the risk of financial loss to the Company, if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables from customers and investments. The carrying amounts of financial assets represent the maximum credit risk exposure. In respect of guarantees, refer note (ii) to liquidity risk below.
a. Trade receivables
The Company has a policy under which each new customer is analysed individually for creditworthiness before offering credit period and delivery / service terms and conditions. The Company makes specific provisions against such trade receivables wherever required and monitors the same at periodical intervals.
Credit risk from trade receivables is managed through the Company’s policies, procedures and controls relating to customer credit risk management by establishing credit limits, credit approvals and monitoring creditworthiness of the customers to which the Company extends credit in the normal course of business. Outstanding customer receivables are regularly monitored. Based on prior experience, the portfolio of customers (largely being banks and public sector undertakings in India) and an assessment of the current economic environment, management believes there is no credit risk provision required. Revenue from two external customers based in India, covered across segments aggregating to ' 2,267.75 million (31 March 2023: ' 2,357.99 million) and ' 1,806.89 million (31 March 2023: ' 1987.71 million) respectively represented more than 10% of the Company's total revenue.
b. Cash, cash equivalents and other bank balances
The Company held cash and cash equivalents and other bank balances of ' 814.05 million (31 March 2023: ' 601.66 million) The cash and cash equivalents are held with bank and financial institution counterparties with good credit ratings.
c. Security deposits
The Company has furnished security deposits to its lessors for obtaining the premises on lease. The Company considers that its deposits have low credit risk or negligible risk of default. Also, where Company expects that there is an uncertainty in the recovery of deposit, it provides for suitable impairment on the same.
iii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company aims to maintain the level of its cash and bank balances at an amount in excess of expected cash outflows on financial liabilities (other than trade payables) over the next six months. The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments.
(i) The interest payments on variable interest rate loans in the table above reflect market forward interest rates at the reporting date and these amounts may change as market interest rates change.
(ii) Guarantees issued by the Company on behalf of subsidiaries are with respect to borrowings / financial assistance by the respective subsidiaries. These amounts will be payable on default by the concerned parties. As of the reporting date, none of the subsidiaries have defaulted and hence, the Company does not have any present obligation to third parties in relation to such guarantees.
(iii) The carrying amounts of the reverse factoring include payables which are subject to reverse factoring arrangement aggregating to ' 753.26 million (31 March 2023: ' 651.78). The amount repayable under the reverse factoring arrangement is presented in current borrowings.
iv. Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates etc.- will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
a. Currency risk
The functional currency of the Company is Indian rupees. The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency. The Company uses forward exchange contracts to hedge its currency risk on borrowings, mostly with a maturity of less than one year from the reporting date. Exposure on trade receivables and trade payables is unhedged. The Company manages itself against currency risk of External Commercial Borrowings by entering into cross-currency swaps.
The summary quantitative data about the Company's exposure to currency risk is as follows (the amounts below have been presented in their respective foreign currencies):
b. Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
The management is responsible for the monitoring of the Company’s interest rate position. Various variables are considered by the management in structuring the Company’s borrowings to achieve a reasonable, competitive, cost of funding. The Company uses cross-currency swaps to hedge the Interest rate of External Commercial Borrowings.
Note 50 Segment reporting
Ind AS 108 establishes standards for the way that business enterprises report information about operating segments and related disclosures about products and services and major customers. Based on the 'management approach’ as defined in Ind AS 108, the Chief Operating Decision Maker (CODM) evaluates the Company’s performance and allocates the resources based on the analysis of various performance indicators by business segments. Information regarding the results of each reportable segment is included below. Performance is measured based on segment results, as included in the internal management reports that are reviewed by the Chief Operating Decision Maker (CODM). Segment results is used to measure performance as management believes that such information is most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm length's basis. Segment results is segment revenue less segment expenses. Segment expense is the aggregate of the expense resulting from the operating activities of a segment that is directly attributable to the segment, including expenses that can be allocated on a reasonable basis. Operating profit is Earnings before Interest and tax excluding other income.
The Company's business segments have been divided into three business verticals - Payment Solutions, Banking Automation Solutions and Other Automation Solutions.
(I) Formula used for calculation :
(a) Current Ratio = Current assets / (Current liabilities* - Current maturities of long term borrowings).
(b) Debt / Equity Ratio = (Non-current borrowings Current borrowings*) / Total equity.
(c) Debt Service Coverage Ratio (DSCR) = (EBITDA - Current taxes non-cash items cash and cash equivalents) / (Interest on financial liabilities Other borrowing costs Principal repayments of long-term borrowings Payment of lease liabilities).
(d) Return on Equity (RoE) = Net profit / (loss) after taxes / Average Equity.
(e) Inventory turnover ratio = Revenue from operations / Average Inventories.
(f) Trade receivables turnover ratio = Revenue from operations / Average Trade and unbilled receivables.
(g) Trade payables turnover ratio = Total expenses excluding Employee benefit expenses / Average Trade payables*.
(h) Net capital turnover ratio = Revenue from operations / Working capital where Working capital = Current Assets - (Current liabilities* - Current maturities of long term borrowings).
(i) Net profit ratio = Net profit / (loss) after taxes / Total income.
(j) Return on capital employed (ROCE) = (Earnings before interest, tax, depreciation and amortisation (EBITDA) - Depreciation and amortisation expense - Interest on lease liabilities) / Average Capital employed where Capital employed = (Total Equity - Intangible Assets - Intangible Assets under development Net Debt*) and Net Debt* = (Non-current borrowings Current borrowings - (Cash, cash equivalents and Other bank balances Margin money (non-current) Investment in Quoted Mutual Funds Amount held as margin money against borrowings)).
(k) Return on investment (ROI) = Income from current investments / Time weighted average investments.
(II) Reason for variances :
(l) Movement in Inventory turnover ratio during the year ended 31 March 2024 was primarily due to increase in Inventories.
(m) Company has reported loss during the year ended 31 March 2024 vis-a-vis profit during the year ended 31 March 2023 which has lead to the variance in Return on Equity (ROE), Net Profit ratio and Return on capital employed (ROCE).
(n) Decrease in working capital has primarily led to movement in Net Capital Turnover Ratio.
(o) There is no investment in quoted instruments during the year ended 31 March 2023.
* - Borrowings excludes reverse factoring which is included in current liabilities for the purpose of calculating above ratios.
Note 52
The Company has incurred loss after tax for the year ended 31 March 2024 of ' 669.85 million (profit after tax for the year ended 31 March 2023: ' 148.77 million). There is a decline in revenue during the period and delays in collections from customers resulting into delays in payments and increased working capital requirement. Management has assessed its business forecasts and cash forecasts and expects an increase in revenue, both from existing and new customers, new contracts in hand and from contracts in pipeline. The Company expects it will generate sufficient cashflows from operating activities including through reduction in receivables outstanding days and through other source of borrowings (including undrawn commitments on existing borrowing facilities) to meet its liabilities and provide additional support to its subsidiaries as required in the foreseeable future. The Company also expects to finance its acquisition of property, plant and equipment through internal accruals / debt financing as has been the case in past years. Based on the aforesaid assessment, management believes the Company will continue to operate as a going concern i.e., continue its operations and will be able to discharge its liabilities and realise the carrying amount of its assets.
Note 53
During the year, a Scheme of Arrangement ('the Scheme'), involving merger of India Transact Services Limited into the Company was approved by the Board of Directors of the respective companies at their meetings held on 19 March 2024. The first motion application was jointly filed by both the companies with the Hon’ble National Company Law Tribunal, Mumbai ('NCLT') on 27 March 2024. The matter is pending before the Hon’ble NCLT. The appointed date as per the Scheme is opening hours of 1 April 2023. Pending approval of the said Scheme, no impact has been given in these standalone financial statements.
Note 54
There are no significant events subsequent to 31 March 2024 and upto 29 May 2024 that would require adjustment or disclosures in the standalone financial statements.
Note 55
Other matters
a. No proceeding has been initiated or pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
b. The Company has not been declared wilful defaulter (in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India) by any bank or financial Institution or other lender.
c. The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.
d. The Company has not traded or invested in Crypto currency or Virtual Currency during the year.
e. The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
The Company has not received any funds from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:
(i) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
(ii) provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
f. The Company does not have any transaction not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income tax Act, 1961 and there is no previously unrecorded income and related assets that are required to be recorded in the books of accounts during the year.
g. There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.
h. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017
As per our report of even date attached.
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants AGS Transact Technologies Limited
Firm’s Registration No: 101248W/W-100022 CIN : L72200MH2002PLC138213
Rajesh Mehra Ravi Goyal Vinayak Goyal
Partner Managing Director Executive Director
Membership No. 103145 DIN: 01374288 DIN: 09199173
Saurabh Lal Sneha Kadam
Chief Financial Officer Company Secretary
Membership No.: 504653 Membership No.: 31215
Place: Mumbai Place: Mumbai
Date : 29 May 2024 Date : 29 May 2024
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