AGS Transact Technologies Ltd Auditor Reports

To the Members of AGS Transact Technologies Limited Report on the Audit of the Standalone Financial Statements

Opinion

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 Auditors 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

Going Concern assessment
See Note 52 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
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.	Our audit procedures to assess the going concern assumption, and whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companys ability to continue as a going concern, included the following audit procedures to obtain sufficient and appropriate audit evidence:
Note 52 to the standalone financial statements explains that the management has concluded that the going concern basis is appropriate in preparing the standalone financial 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 the economy and the market. This required the excercise of signifcant judgement, particularly in forecasting the Companys future revenues, profitabilty and cash flows.	• Gaining an understanding of the Companys business planning process and assessing the design, implementation and operating effectiveness of managements key internal controls over preparation of cash flow forecasts to assess its liquidity;
Considering the significance of the area to the overall financial statements, this was significantto our audit.	• 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;
	• Performing sentivity analysis on the forecasted statement of profit and loss and cash flows by considering plausible changes to the key assumptions adopted by the Company;
	• Performing a retrospective analysis to assess the reasonableness of Companys past projections by comparing historical forecast to actual results; and
	• Assessing the availabilty of undrawn banking and other financing facilities and history of actual rollover of facilities by inspecting underlying documentation; and
	We also considered the adequacy of the requireddisclosure in the standalone financial statements.
Impairment of Investments
See Note 5 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
The Company has investments in subsidiaries and associate (collectively "the investments") aggregating to 3,006.42 million as at 31 March 2024. The Company records the 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 investments are determined and if the amount is lower than the carrying value of the investments, impairment loss is recognised in the statement of profit and loss.	In view of the significance of the matter we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence:
The impairment assessment involves the use of estimates and judgements. The identification of impairment event and the determination of an impairment charge also require the application of significant judgement by the Company. The judgement, in particular, is with respect to the timing, quantity and estimation of projected cash flows.	• Evaluated design, implementation and operating effectiveness of key controls in respect of the Companys impairment assessment process, including the approval of forecasts and valuation models;
This annual impairment test is considered to be a key audit matter due to the significant judgement required in 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 the recoverable amount.	• Evaluated the key assumptions used in estimating future 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;
	• Involved our internal valuation specialists where necessary to evaluate the assumptions including the discount rates used in the calculations, through external market data;
	• Evaluated past performances and assessed historical accuracy of the forecast used in the calculations;
	• Performed sensitivity analysis to evaluate the impact of change in key assumptions individually or collectively on the recoverable value; and
	• Assessed the adequacy of the Companys disclosures in the financial statements.
Revenue Recognition
See Note 27 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
Revenue from rendering of Services, net of service level agreement adjustments/ credits, is recognised when the Company satisfies performance obligation by transferring the Services to the customers.	In view of the significance of the matter, we applied the following audit procedures in this area, among others, to obtain sufficient appropriate audit evidence:
The revenue from ATM management services is disclosed net of service level agreement adjustments/ credits, one- time upfront fees and premium on purchase of property, plant and equipment. Revenue from maintenance contracts is recognised pro-rata over the period of the contract as and when the Services are rendered.	• Obtained an understanding of the systems, processes and controls implemented by the Company for recording and computing revenue and the associated contract assets, unearned and deferred revenue balances.
Revenue from sale of goods is measured at transaction price allocated to that performance obligation of the consideration received or receivable, net of returns, service level adjustment/credits, where applicable.	• Performed walkthrough, testing the design, implementation and operating effectiveness of Companys general IT controls, key manual and application controls over the Companys IT systems;
Revenue is recognised when the Company satisfies 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.	• Assessed the appropriateness of the policies in respect of revenue recognition by comparing with the applicable accounting standards and their consistent application to the significant sales contracts;
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, overstatement of revenue is considered to be a significant audit risk as it is the key driver of returns to investors and incentives linked to performance for a reporting period.	• Inspected on a sample basis, key customer contracts. Based on the terms and conditions defined in the contracts, we assessed the Companys revenue recognition policies with reference to the requirements of the applicable accounting standards;
	• Tested timeliness of revenue recognition by comparing individual sample sales transactions to underlying contracts;
	• Performed substantive testing by selecting samples of revenue transactions recorded during the year and matching the parameters used in the computation with the relevant source documents;
	• Scrutinised the revenue journal entries raised throughout the reporting period and comparing details of sample of these journals, which met certain risk-based criteria, with relevant underlying documentation;
	• Checked completeness and accuracy of the data used by the 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.
	We also evaluated the adequacy of the disclosures in the standalone financial statements in accordance with Ind AS 115- Revenue from Contracts with Customers.

Other Information

The Companys 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 auditors report thereon. The annual report is expected to be made available to us after the date of this auditors 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.

Managements and Board of Directors/ Board of Trustees Responsibilities for the Standalone Financial Statements

The Companys 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 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.

Auditors 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 auditors 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

Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 auditors 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 (Auditors 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 Auditors 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 auditors 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 Auditors

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

Firms Registration No.:101248W/W-100022

Rajesh Mehra

Partner

Membership No.: 103145

ICAI UDIN:24103145BKFWLG8531

Place: Mumbai

Date: 29 May 2024

Annexure A to the Independent Auditors Report on the Standalone Financial Statements of AGS

Transact Technologies Limited for the year ended 31 March 2024

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

(i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and

Equipment.

(B) The Company has maintained proper records showing full particulars of intangible assets.

(i) (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of 3 years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties where the Company is the lessee) disclosed in the standalone financial statements are held in the name of the

Company. In respect of immovable properties where the Company is the lessee, the leases agreements are duly executed in the favour of the lessee (including cases where the lease agreements are in the process of being renewed).

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued its Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami

Property Transactions Act, 1988 and rules made thereunder.

(ii) (a) The inventory, except goods-in-transit and stocks lying with third parties, has been physically verified by the management during the year.For stocks lying with third parties at the year-end, written confirmations have been obtained; and for goods-in-transit, subsequent evidence of receipts has been linked with inventory records. In our opinion, the frequency of such verification is reasonable and procedures and coverage as followed by management were appropriate. No discrepancies were noticed on verification between the physical stocks and the book records that were more than 10% in the aggregate of each class of inventory

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions are in agreement with the books of account of the Company except as follows:

Quarter	Name of bank	Particulars	Amount as per books of account ( in million)	Amount as reported in the quarterly return/ statement ( in million)	Amount of difference ( in million)	Whether return/s tatemen tsubseq uently rectified
March 2024	Bandhan Bank, HDFC Bank, Bajaj Finance Ltd, Federal Bank, Dhanlaxmi Bank, IDFC First Bank Ltd, IndusInd Bank	Inventory, Trade Payables, Trade receivables	5,850.43	Not filed as on date	NA	NA

Annexure A to the Independent Auditors Report on the Standalone FinancialStatements of AGS

Transact Technologies Limited for the year ended 31 March 2024 (Contd.)

(iii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has made investments in companies and other parties, in respect of which the requisite information is as below. The Company has not made any investments in firms or limited liability partnership. The Company has provided guarantee or security to companies, granted loans, during the year, in respect of which the requisite information is as below. The Company has not provided guarantee or or security, granted any loans or advances in the nature of loans, secured or unsecured, to firms or limited liability partnership or other parties during the year.

(a) Based on the audit procedures carried on by us and as per the information and explanations given to us the Company has provided loans or provided advances in the nature of loans, or stood guarantee, or provided security to any other entity as below:

Particulars	Guarantees ( in million)	Security ( in million)	Loans ( in million)	Advances in nature of loans ( in million)
Aggregateamount during the year
Subsidiaries*	200.00	-	587.30	-
Joint ventures*	-	-	-
Associates*	-	-	-
Others	-	-	-
Balance outstanding as at balance sheet date
Subsidiaries*	451.08	-	191.94	-
Joint ventures*
Associates*	-	-	-	-
Others*	-	-	26.33	-

*As per the Companies Act, 2013

(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in our opinion the investments made, guarantees provided, security given during the year and the terms and conditions of the grant of loans and advances in the nature of loans and guarantees provided during the year are, prima facie, not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in the case of unsecured loans given, in our opinion the repayment of principal and payment of interest has been stipulated (repayable on demand). As informed to us, the Company has not demanded repayment of the loan during the year.

Thus, there has been no default on the part of the party to whom the money has been lent. The payment of interest has been regular as per demand made during the year. Further, the Company has not given any advance in the nature of loan to any party during the year.

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no overdue amount for more than ninety days in respect of loans given.

Further, the Company has not given any advances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there is no loan or advance in the nature of loan granted falling due during the year, which has been renewed or extended or fresh loans granted to settle theoverdues of existing loans given to same parties.

(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion the Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment except for the following loans to its related parties as defined in Clause

(76) of Section 2 of the Companies Act, 2013 ("the Act"):.

	All Parties	Promoters	Related Parties
	( in million)	( in million)	( in million)
Aggregate of loans during the year:
Repayable on demand (A)	587.30	-	587.30
Agreement does not specifyany terms or period of Repayment (B)	-	-	-
Total (A+B)	587.30	-	587.30
Percentage of loans to the totalloans	100%	-	100%

(iv) According to the information and explanations given to us and on the basis of our examination of records of the Company, in respect of investments made and loans, guarantees and security given by the Company, in our opinion the provisions of Section 185 and 186 of the Companies Act, 2013 ("the Act") have been complied with.

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Act in respect of its manufactured goods (and/or services provided by it) and are of the opinion that prima facie, the prescribed accounts and records have been made and maintained. However, we have not carried out a detailed examination of the records with a view to determine whether these are accurate or complete.

(vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Provident

Fund, Employees State Insurance, Duty of Customs, Cess and other statutory dues have been regularly deposited by the Company with the appropriate authorities.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Income-Tax have been regularly deposited by the Company with the appropriate authorities, though there have been delays in few months.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and service tax (GST) have not been regularly deposited by the Company with the appropriate authorities and there have been serious delays in large number of cases.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or other statutory dues were in arrears as at 31 March 2024 for a period of more than six months from the date they became, except as mentioned below:

Name ofthe statute	Nature ofthe dues	Amount ( in million)	Period to which theamount relates	Duedate	Date of payment	Remarks, if any
Income Tax Act, 1961	Tax Deducted at Source Interest	26.90	F.Y. 2021-22 and F.Y. 2022-23	7th of next month	Not paid
Income Tax Act, 1961	Tax Deducted at Source Interest	0.07	F.Y. 2023-24	7th of next month	Not paid
The Employees Provident Funds And Miscellane ous Provisions Act, 1952	Provident Fund	0.10	F.Y. 2023-24	15th of next month	Not paid	Delay due to non- availability of Universal Account Number / Aadhar Number in respect of certain employees
The Employees Provident Funds And Miscellane ous Provisions Act, 1952	Interest on Provident Fund	4.60	F.Y. 2020-23	15th of next month	Not paid

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, statutory dues relating to Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues which have not been deposited on account of any dispute are as follows:

Name ofthe statute	Nature ofthe dues	Amount (Rs. in million)	Amount paid under protest (Rs. in million)	Period to which theamount relates	Forum where dispute is pending	Remarks, if any
The Customs Act, 1962	Customs Duty	311.20	9.00	F.Y. 2005- 06 to 2008-09	Customs, Excise and Service Tax Appellate Tribunal
The Odisha VAT Act, 2004	Value Added Tax and penalty	18.11	0.50	F.Y. 2011-13	Orissa High Court
Uttar Pradesh Value Added Tax Act, 2008	Value Added Tax	2.54	0.63	F.Y. 2007- 08	Tribunal
The Madhya Pradesh VAT Act, 2002	Valued Added Tax	0.66	0.19	F.Y. 2010-11	Tribunal
The Haryana VAT Act, 2003	Value Added Tax and penalty	0.69		F.Y. 2012-13	High Court of Punjab and Haryana
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	0.78	0.78	F.Y. 2018-19	Commissioner Appeals
Finance Act, 1994	Service Tax	5.82	-	F.Y. 2017-18	Commissioner Appeals
The Andhra Pradesh VAT Act, 2005	Value Added Tax	43.23		F.Y. 2016-17	Andhra Pradesh High Court
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	1.95		F. Y. 2018-19	Appellate Authority
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	548.33		F.Y. 2017-18 and 2019-20	Directorate General of Goods & Services Tax Intelligence, Surat
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	2.57	0.20	F.Y. 2019-20	Commissioner Appeals
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	1.02	0.10	F.Y. 2021-22	Commissioner Appeals
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	5.26	0.12	F.Y.2022- 23	Commissioner Appeals
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	2.16	0.21	F.Y. 2021-22	Commissioner Appeals
The Custo ms Act, 1962	Customs Duty	2.71	-	F.Y. 2022-23	Comissioner Appeals
The Jharkhand Value Added Tax Act, 2005	Value Added Tax	1.47		FY 2017-18	Commissioner of appeal
The Jharkhand Value Added Tax Act, 2005	Value Added Tax	0.80		FY 2016-17	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	2.62	0.18	FY 2021-22	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	3.44	0.12	FY 2019-20	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	0.71		FY 2018-19	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	0.21		FY 2019-20	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	0.70		FY 2021- 22	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	0.80		FY 2020- 21	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	0.90		FY 2017- 18	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	3.28		FY 2020- 21	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	3.20		FY 2019- 20	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	15.07	0.75	FY 2017- 18	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	1.69	0.04	FY 2017- 18	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	3.33	0.17	FY 2018-19	Commissioner of appeal
The Central Goods and Services Tax Act, 2017	Goods and Service Tax	18.30	0.76	FY 2017-18	Commissioner of appeal
Income Tax Act, 1961	Income Tax, Tax deducte d at source	71.66	-	FY 2015-16	CIT (Appeals)
Income Tax Act, 1961	Income Tax, Tax deducte d at source	66.43	1.35	FY 2016-17	CIT (Appeals)

(viii) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income

Tax Act, 1961 as income during the year.

(ix) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not defaulted in repayment of loans and borrowing or in the payment of interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or government or government authority.

(c) In our opinion and according to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained. In respect of External Commercial Borrowings amounting to 42 million which were unutilised as at 31 March 2023 were utilised for the purpose it was obtained during the year.

(d) According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries or associate as defined under the Act.

(f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries or associate companies (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit except that we have been informed that there have been 7 instances of cash loss/ embezzlements on account of theft/ burglary in

ATMs managed by the Company amounting to 11.27 million during the year under audit by the employees and others. The Company has filed complaints with the police and has also filed insurance claims for the recovery of amounts involved. Of the above, the Company has recovered 9.17 million and balance 2.10 million debited to the statement of profit and loss during the year.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section

143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the Company during the year.

(xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the

Company issued till date for the period under audit.

(xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section

192 of the Act are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under

Section 45-IA of the Reserve Bank of India Act, 1934.

Accordingly, clause 3(xvi)(a) of the Order is not applicable.

(b) The Company is not required to be registered under

Section 45-IA of the Reserve Bank of India Act, 1934.

Accordingly, clause 3(xvi)(b) of the Order is not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve

Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(d) The Company is not part of any group (as per the provisions of the Core Investment Companies (Reserve

Bank) Directions, 2016 as amended). Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.

(xviii)There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

(xix) We draw attention to Note 52 to the standalone financial statements which explains that 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 of 148.77 million). There is a decline inrevenue 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.

On the basis of the above and according to the information and explanations given to us, on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the

Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in the Annual Report is expected to be made available to us after the date of this auditors report.

(xx) (a) In our opinion and according to the information and explanations given to us, the Company has transferred amounts as required under section 135 of the Act to the implementing agency. However, the amounts so transferred in the previous year of 3.01 million remain unutilised by the implementing agency as 31 March 2024. There is no unspent amount under sub- section (5) of section 135 of the Act pursuant to any other than ongoing project.

(b) In our opinion and according to the information and explanations given to us, the Company has transferred amounts as required under section 135 the Act to the implementing agency. However, the amounts so transferred in the current year of 6.50 million remain unutilised by the implementing agency as 31 March

2024. There is no unspent amount under sub- section(5) of section 135 of the Act pursuant to any other than ongoing project.

For B S R & Co. LLP

Chartered Accountants

Firms Registration No.:101248W/W-100022

Rajesh Mehra

Partner

Membership No.: 103145

ICAI UDIN:24103145BKFWLG8531

Place: Mumbai

Date: 29 May 2024

Annexure B to the Independent Auditors Report on the standalone financial statements of AGS Transact Technologies Limited for the year ended 31 March 2024

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Subsection 3 of Section 143 of the Act (Referred to in paragraph 2(A)(g) under ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

Opinion

We have audited the internal financial controls with reference to financial statements of AGS Transact Technologies Limited ("the

Company") as of 31 March 2024 in conjunction with our audit of the standalonefinancial statements of the Company for the year ended on that date.

Inouropinion,theCompanyhas,inallmaterialrespects,adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2024, based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of such internal controls stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of

Chartered Accountants of India (the "Guidance Note").

Managements and Board of Directors Responsibilities for Internal Financial Controls

The Companys Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in theGuidance Note. These responsibilities include the design, implementation and maintenance of adequateinternal financial ectively for ensuring the orderly eff controlsthatwereoperating and efficient conduct of its business, including adherence tothe companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating ectiveness of internal control based on the assessed risk.eff The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

Companys internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A companys internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls with reference to financial statements include those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatementsdue to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firms Registration No.:101248W/W-100022

Rajesh Mehra

Partner

Membership No.: 103145

ICAI UDIN:24103145BKFWLG8531

Place: Mumbai

Date: 29 May 2024