PROSPECTUS
Dated January 22, 2022

Please read Section 32 ofthe Companies Act, 2013
Book Built Offer

 

AGS TRANSACT TECHNOLOGIES LIMITED

(Our Company was incorporated in Mumbai, Maharashtra on December 11, 2002 as AGS Infotech Private Limited, a private limited company under the Companies Act, 1956. The name of our Company was subsequently
changed to AGS Transact Technologies Private Limited and the Registrar of Companies, Maharashtra issued a fresh certificate of incorporation dated June 3, 2010. Our Company was then converted into a public limited
company and consequently, its name was changed to AGS Transact Technologies Limited and the Registrar of Companies, Maharashtra issued a fresh certificate of incorporation dated July 20, 2010. For further details in
relation to changes in the name of our Company, see "History and Certain Corporate Matters” on page 182,

  

Registered Office: 601-602 Trade World, 8 Wing, Kamala Mill Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, Maharashtra, India; Tel: +91 22 6781 2000
Corporate Office: 14" Floor, Tower 3, One Intemational Center, Senapati Bapat Marg, Prabhadevi (West), Mumbai 400 013, Maharashtra, India; Tel: +91 22 7181 8181
‘Contact Person: Ms. Sneha Kadam, Company Secretary and Compliance Officer Email: ipocompliance @agsindia.com; Website: www.agsindia.com
Corporate Identity Number: U72200MH2002PLC138213

 

 

 

INITIAL PUBLIC OFFERING OF 38,857,141 EQUITY SHARES OF FACE VALUE OF 210 EACH (THE “EQUITY SHARES”) OF AGS TRANSACT TECHNOLOGIES LIMITED (OUR “COMPANY”
OR THE “COMPANY” OR THE “ISSUER") FOR CASH AT A PRICE OF 2175 PER EQUITY SHARE (INCLUDING A PREMIUM OF 2165 PER EQUITY SHARE) AGGREGATING TO 26,800
MILLION (THE “OF FER”) THROUGH AN OFFER FOR SALE OF 38,718,857 EQUITY SHARES BY MR. RAVI B. GOYAL (THE “PROMOTER SELLING SHAREHOLDER”) AGGREGATING TO
26,775.80 MILLION, 43,600 EQUITY SHARES AGGREGATING TO 27.63 MILLION BY MR. V.C. GUPTE, 34,114 EQUITY SHARES AGGREGATING TO 25.97 MILLION BY MR. SHAILESH.
SHETTY, 26,514 EQUITY SHARES AGGREGATING TO 24.64 MILLION BY MR. RAKESH KUMAR, 17,028 EQUITY SHARES AGGREGATING TO 22.98 MILLION BY MR. NIKHIL PATIVAT
AND 17,0284 EQUITY SHARES AGGREGATING TO 22.98 MILLION BY MR. RAJESH HARSHEDRAI SHAH (COLLECTIVELY, THE “OTHER SELLING SHAREHOLDERS”, AND TOGETHER
WITH THE PROMOTER SELLING SHAREHOLDER, THE “SELLING SHAREHOLDERS”, AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFERED
SHARES"), THE OFFER CONSTITUTES 32.28% OF THE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.

‘THE FACE VALUE OF THE EQUITY SHARES IS 210 EACH, THE OFFER PRICE IS 2175 AND THE OFFER PRICE IS 17.5 TIMES THE FACE VALUE OF THE EQUITY SHARES.
ASubject to finalization of the Basis of Allotment.

 

"The Offer was made through the Book Building Proces, in terms of Rule 19(2)(6) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SGRR’) read with Regulation 31 of the SEBIICDR’
Regulations, and in compliance with Regulation 6(1) of the SEB! ICDR Regulations wherein not more than 50% of the Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers
(°QIBs") (the “QIB Portion”). Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with
the SEBI ICDR Regulations (the “Anchor Investor Portion”), of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QU
Portion was made available for allocation on a proportionate basis to all QUBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less
than 15% of the Offer was made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Offer was made available for allocation to Retail Individual Bidders, subject to
valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, are requited to mandatorily utilize the Application Supported by Blocked Amount (“ASBA") process by
providing details of their respective ASBA accounts and UPI ID (in case of Retail Individual Bidders) if applicable, in which the corresponding Bid Amounts will be blocked by the self-certified syndicate banks
(’SCSBs") or under the UPI Mechanism, as applicable, to pattcipate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer

Procedure” on page 411.

“This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is €10 each. The Offer Price should not be
taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which
the Equity Shares will be traded after listing.

 

Investment in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are
advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the
risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (the “SEBI"), nor does the SEBI guarantee the accuracy or adequacy of the
contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 24.

 

‘Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of
the Offer, thar the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and
that there are no other facts, the omission of which make this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Further, each
Selling Shareholder, severally and not jointly, accepts responsibility for and confirms the statements made or undertaken expressly by it in this Prospectus to the extent of information specifically pertaining to it and its
respective portion of the Offered Shares and assumes responsibilty that such statements are true and correct in all material respects and not misleading in any material respect.

 

“The Equity Shares to be offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges, Our Company has received an "in-principle” approval from each of the BSE
and the NSE for the listing of the Equity Shares pursuant to letters dated September 1, 2021 and September 8, 2021, respectively. For the purposes of the Offer, the Designated Stock Exchange is BSE. A signed copy of
the Red Herring Prospectus has been, and a signed copy of this Prospectus shall be, delivered to the RoC: in accordance with the Companies Act, 2013, For details of the material contracts and documents that were
‘made available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see "Material Contracts and Documents for Inspection” on page 460.

   
   

  

Wo underetand your world

   

J ICICI Securities Aum Financia | LINK Intime

 

ICICI Securities Limited HDFC Bank Limited JM Financial Limited Link Intime India Private Limited
ICICI Venture House Investment Banking Group, 7* Floor, Caergy -101, 1" Floor, 247 Park

“Appasaheb Marathe Marg, Prabhadevi Unit No. 401 & 402, 4 floor, “Appasaheb Marathe Marg LBS. Marg,

‘Mumbai 400025, ‘Tower B, Peninsula Business Park Prabhadevi Vikhroli West

‘Maharashtra, India Lower Pare, ‘Mumbai 400 025, Mumbai 400 083

‘Tel: 91 22 6807 7100 Mumbai 400 013 Maharashira, India Maharashura India

E-mail: agsipo@icicisecurties.com Maharashra, India ‘Tel: +91 22 6630 3030 “Tel: +91 22 4918 6200

‘Website: www.icicisecurities.com Tel: +91 22 3395 8233 E-mail: gs. ipo@jmf.com Email: ags.po@linkintime.co.in

Investor grievance e-mail: E-mail: ags.ipo@hdfebank.com Investor grievance e-mail: grievance.ibd@jmfl.com | Website: www.linkintime.co.in
customercare@icicisecurities.com Website: www.hdfcbank.com ‘Website: www.jmfl.com Investor grievance e-mail: ags.ipo@linkintime.co.in
‘Contact person: Kristina Dias/ Rupesh Khant | Investor grievance e-mail: Contact Person: Prachee Dhuri Contact person: Ms. Shanti Gopalkrishnan

‘SEBI Registration No.: INMO00011179 investor redressal@hdfebank.com SEBI Registration No.: INM000010361 SEBI Registration No.: INR000004058

Contact person: Harsh Thakkkar/ Ravi Sharma
‘SEBI Registration No.: INM000011252

 

 

 

TBIDIOFFER OPENED ON: Weshnesday,lanuary 19, 2027" 'BID/OFFER CLOSED ON: Friday laary 21, 2022
"The Anchor Investor Bid/Ofer Period was ane Working Day prior fo the BITOTfer Openig Dae, te, Tuesday, January 18, 7022
(This page is intentionally left blank)
TABLE OF CONTENTS

SECTION I: GENERAL...

DEFINITIONS AND ABBREVIATIONS
OFFER DOCUMENT SUMMARY......
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA...
FORWARD-LOOKING STATEMENTS........

 

 
 
  

SECTION I: RISK FACTORS...

 

SECTION III: INTRODUCTION ...

THE OFFER...
SUMMARY OF FINANCIAL INFORMATION
GENERAL INFORMATION ......
CAPITAL STRUCTURE .
OBJECTS OF THE OFFER..
BASIS FOR OFFER PRICE
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS .......

SECTION IV: ABOUT OUR COMPANY...

INDUSTRY OVERVIEW
OUR BUSINESS...
KEY REGULATIONS AND POLICIE:
HISTORY AND CERTAIN CORPORATE MATTER:
OUR MANAGEMENT...
OUR PROMOTERS AND PROMOTER GROUP
OUR GROUP COMPANIES
DIVIDEND POLICY.....

 

 

 
 
 
 
 

 

 

 
 
  
 
  
 
 
 

SECTION V: FINANCIAL INFORMATION.....

 

FINANCIAL STATEMENTS ......
OTHER FINANCIAL INFORMATION
CAPITALIZATION STATEMENT,
FINANCIAL INDEBTEDNESS ...
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .... see 19

 
 
 
 

 

SECTION VI: LEGAL AND OTHER INFORMATION...

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
GOVERNMENT AND OTHER APPROVALS...
OTHER REGULATORY AND STATUTORY DISCLOSURES .

 

 
 
 
 
 
 
 

SECTION VII: OFFER RELATED INFORMATION.

TERMS OF THE OFFER .
OFFER STRUCTURE
OFFER PROCEDURE .
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES.....

SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION .. 432

 

 

SECTION IX: OTHER INFORMATION ....
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION...
DECLARATION ....

 

 

 
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meanings as provided below. References to any legislation, act, regulation, rule,
guideline, policy, circular, notification or clarification will be deemed to include all amendments, supplements,
re-enactments and modifications thereto from time to time, and any reference to a statutory provision shall
include any subordinate legislation made from time to time thereunder. The words and expressions used but not
defined in this Prospectus will have the same meaning as assigned to such terms under the Companies Act, the
SEBI Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act and the rules and regulations made
thereunder, as applicable.

Notwithstanding the foregoing, the terms used in “Industry Overview”, “Key Regulations and Policies”,
“Statement of Possible Special Tax Benefits”, “Financial Statements”, “Basis for Offer Price”, “History and
Certain Corporate Matters”, “Financial Indebtedness”, “Other Regulatory and Statutory Disclosures”,
“Qutstanding Litigation and Material Developments” and “Description of Equity Shares and Terms of the
Articles of Association” on pages 116, 177, 110, 217, 108, 182, 315, 388, 358 and 432, respectively, shall have
the respective meanings ascribed to them in the relevant section.

General Terms

 

Term

Description

 

our Company or the Company or
the Issuer or AGSTTL

AGS Transact Technologies Limited, a company incorporated under the Companies
Act, 1956, whose registered office is situated at 601-602 Trade World, B Wing,
Kamala Mill Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013,
Maharashtra, India

 

we or us or our

Unless the context otherwise indicates or implies, refers to our Company together
with the Subsidiaries and the Associate

 

Company Related Terms

 

 

 

Term Description
Articles or Articles _of | Articles of association of our Company, as amended
Association
Associate The associate company of our Company, namely, PT. Nova Digital Perkasa

 

Audit Committee

The audit committee of the Board of Directors as described in “Our Management” on
page 201

 

Auditors or Statutory Auditors

The statutory auditors of our Company, namely, B S R & Co. LLP, Chartered
Accountants

 

Board or Board of Directors

The board of directors of our Company or a duly constituted committee thereof, as
applicable

 

Chairman and Managing

The chairman and managing director of our Company, Mr. Ravi B. Goyal

 

 

Preference Shares or CCPS or
Preference Shares

Director
Chief Financial Officer The chief financial officer of our Company, Mr. Saurabh Lal
‘Compulsorily Convertible | Compulsorily and fully convertible preference shares of our Company of face value of

210 each. There are no outstanding CCPS issued by our Company as of the date of
this Prospectus

 

Corporate Office

The corporate office of our Company, located at 14" Floor, Tower 3, One
International Center, Senapati Bapat Marg, Prabhadevi (West), Mumbai 400 013,
Maharashtra, India

 

Corporate Promoter or VEPL

Our corporate promoter, Vineha Enterprises Private Limited

 

Corporate Social Responsibility
Committee

The corporate social responsibility committee of the Board of Directors, as described
in “Our Management” on page 204.

 

Director(s)

The director(s) on our Board

 

Equity Shares

Equity shares of our Company of face value of 210 each

 

ESOP Schemes

The employee stock option schemes instituted by our Company, namely the ESOS
2012 and the ESOS 2015

 

ESOS 2012

 

 

The employee stock option scheme instituted by our Company in 2012, namely, the
Employee Stock Option Scheme — ESOS 2012, as amended. For details, see “Capital
Structure — Notes to Capital Structure — Employee Stock Option Schemes” on page 92

 

 
 

Term

Description

 

 

ESOS 2015 The employee stock option scheme instituted by our Company in 2015, namely, the
Employee Stock Option Scheme — ESOS 2015, as amended. For details, see “Capital
Structure — Notes to Capital Structure — Employee Stock Option Schemes” on page
98.

FTIPL Fillon Technologies India Private Limited

 

Group Companies

Our group companies, namely, Fillon Technologies India Private Limited, Instrument
Research Associates Private Limited, Wow Food Brands Private Limited and PT.
Nova Digital Perkasa (which is also our Associate), as disclosed in “Our Group
Companies” on page 214

 

 

GTSL Global Transact Services Pte. Ltd.
Independent, Non-Executive | The non-executive independent director(s) of our Company
Director(s)

 

IPO Committee

The IPO committee of the Board of Directors as described in “Our Management” on
page 204.

 

IRAPL

Instrument Research Associates Private Limited

 

ITSL

India Transact Services Limited

 

Key Managerial Personnel or
KMP

Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the
SEBLICDR Regulations, as disclosed in “Our Management” on page 206

 

Listed NCDs

The rated, listed, secured, redeemable, transferable, non-convertible debentures
aggregating to %5,500 million issued by our Company

 

Material Subsidiary or SVIL

Securevalue India Limited

 

Memorandum or Memorandum
of Association

Memorandum of association of our Company, as amended

 

NDU Shares

92,514,576 Equity Shares held by the Promoters which were, at the time of filing of
the DRHP, subject to a non-disposal undertaking executed by the Promoters in favour
of Vistra ITCL (India) Limited, the debenture trustee, as security in relation to the
Listed NCDs

 

Nomination and Remuneration
Committee

The nomination and remuneration committee of the Board of Directors as described in
“Our Management” on page 202

 

Non-executive Director(s)

The non-executive Director(s) of our Company

 

Novus Cambodia

Novus Technologies (Cambodia) Company Limited

 

Novus Lanka

Novustech Transact Lanka (Private) Limited

 

Novus Philippines

Novus Transact Philippines Corporation

 

 

 

 

Novus SGP Novus Technologies Pte. Ltd.

Novus SPA Share purchase agreement dated November 25, 2013 among GTSL, Novus SGP and
Mr. Balasubramanian Narayan lyer

Oriole Oriole Limited

Promoters The promoters of our Company, namely Mr. Ravi B. Goyal and Vineha Enterprises

Private Limited

 

Promoter Group

The entities and persons constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters
and Promoter Group” on page 212

 

Registered Office

The registered office of our Company, located at 601-602 Trade World, B Wing,
Kamala Mill Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013,
Maharashtra, India

 

Registrar of Companies or RoC

The Registrar of Companies, Maharashtra located at Mumbai

 

Restated Consolidated Financial
Information or Revised Restated
Consolidated Financial
Information

The restated consolidated financial information of our Company, and our Subsidiaries
and of our Associate, comprising the restated consolidated statement of assets and
liabilities as at August 31, 2021, March 31, 2021, March 31, 2020 and March 31,
2019, the restated consolidated statement of profit and loss (including other
comprehensive income), the restated consolidated statement of change in equity, and
the restated consolidated statement of cash flows for the five-month period ended
August 31, 2021, and for the years ended March 31, 2021, March 31, 2020 and March
31, 2019, and the related notes and annexures, prepared in terms of the requirements
of Section 26 of Part I of Chapter III of the Companies Act, the SEBI ICDR
Regulations and the Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by the ICAI, as amended from time to time, as approved and adopted by
our Board at its meeting dated January 6, 2022

 

Risk Management Committee

The risk management committee of the Board of Directors as described in “Our
Management” on page 204

 

 

 

 

 

Shareholders The holders of the Equity Shares, from time to time

Stakeholders” Relationship | The stakeholders’ relationship committee of the Board of Directors as described in
Committee “Our Management” on page 203

Subsidiaries The subsidiaries of our Company, namely:

 

 
 

 

 

 

 

 

 

 

 

Term Description

1. Securevalue India Limited;
es India Transact Services Limited;
3. Global Transact Services Pte. Ltd.;
4. Novus Technologies Pte. Lt
5. Novus Technologies (Cambodia) Company Limited;
6. Novus Transact Philippines Corporation;
7. Novustech Transact Lanka (Private) Limited; and
8. AGS Community Foundation*.
* Subsidiary under the Companies Act but not taken into account for consolidation in
our Company's financial statements.
For details, see “History and Certain Corporate Matters - Subsidiaries” on page 185

TPG TPG Star SF Pte. Ltd.

VEPL CCPS 650,000,000 compulsorily convertible preference shares of VEPL of face value of 710
each held by our Company

VEPL CCPS SPA Share purchase agreement dated August 16, 2021 entered into between Mr. Ravi B.
Goyal and our Company, as amended by the amendment letter dated December 1,
2021, pursuant to which Mr. Ravi B. Goyal has agreed to purchase and our Company
has agreed to sell the VEPL CCPS on terms set out in such agreement

VEPL CCPS SSA Share Subscription Agreement dated April 1, 2021 entered into between VEPL and
our Company pursuant to which our Company subscribed to the VEPL CCPS

Wow Food WOW Food Brands Private Limited

 

 

Offer Related Terms

 

 

 

Term Description
‘Acknowledgement | The slip or document issued by the Designated Intermediary to a Bidder as proof of registration of
Slip the Bid cum Application Form
Allot or Allotment | Transfer of the Equity Shares offered by the Selling Shareholders pursuant to the Offer to the
or Allotted successful Bidders

 

Allotment Advice

Note or advice or intimation of Allotment sent to each successful Bidder who has been or is to be
Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange

 

Allottee

‘A successful Bidder to whom the Equity Shares are Allotted

 

Anchor Investor

‘A Qualified Institutional Buyer, who applied under the Anchor Investor Portion, in accordance
with the SEBI ICDR Regulations and the Red Herring Prospectus, who has Bid for an amount of at
least 100 million

 

Anchor Investor
Allocation Price

2175 per Equity Share, being the price at which allocation was done to the Anchor Investors in
terms of the Red Herring Prospectus and this Prospectus. The Anchor Investor Allocation Price
was determined by our Company and the Promoter Selling Shareholder in consultation with the
BRLMs

 

Anchor Investor
Application Form

The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in
accordance with the requirements specified under the SEBI ICDR Regulations, the Red Herring
Prospectus and this Prospectus

 

 

Offer Price

‘Anchor Investor | January 18, 2022, being one Working Day prior to the Bid/Offer Opening Date, on which Bids by
Bid/Offer Period Anchor Investors were submitted and allocation to Anchor Investors was completed
‘Anchor Investor | €175 per Equity Share

The Anchor Investor Offer Price was decided by our Company and the Promoter Selling
Shareholder in consultation with the BRLMs

 

 

 

 

Anchor Investor | With respect to Anchor Investor(s), the Anchor Investor Bid/ Offer Period

Pay-in Date

Anchor Investor | 11,657,141‘ Equity Shares, being 60% of the QIB Portion, which was allocated by our Company
Portion and the Promoter Selling Shareholder, in consultation with the BRLMs, to Anchor Investors on a

discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor
Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received
from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with
the SEBI ICDR Regulations

Subject to finalization of the Basis of Allotment.

 

 

 
 

Term

Description

 

Application
Supported by
Blocked Amount or
ASBA

‘An application, whether physical or electronic, used by ASBA Bidders to make a Bid and to
authorize an SCSB to block the Bid Amount in the relevant ASBA Account and included
applications made by Retail Individual Bidders using the UPI Mechanism where the Bid Amount
was blocked upon acceptance of the UPI Mandate Request by Retail Individual Bidders using the
UPI Mechanism

 

 

 

 

ASBA Account A bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form
submitted by ASBA Bidders, for blocking the Bid Amount mentioned in the relevant ASBA Form
and includes the account of a Retail Individual Bidder, which was blocked upon acceptance of a
UPI Mandate Request made by the Retail Individual Bidder using the UPI Mechanism

ASBA Bid ‘A Bid made by an ASBA Bidder

ASBA Bidder(s) Bidder(s), except Anchor Investors

ASBA Form ‘An application form, whether physical or electronic, used by ASBA Bidders which was considered

as the application for Allotment in terms of the Red Herring Prospectus and this Prospectus

 

Banker to the Offer

The Escrow Collection Bank, the Refund Bank, the Public Offer Account Bank and the Sponsor
Bank, as the case may be

 

Basis of Allotment

The basis on which Equity Shares shall be Allotted to successful Bidders under the Offer as
described in “Offer Procedure” on page 411

 

Bid

‘An indication to make an offer during the Bid/Offer Period by ASBA Bidders pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by the Anchor
Investors pursuant to submission of the Anchor Investor Application Form, to subscribe to or
purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto, in accordance with the SEBI ICDR Regulations and the Red Herring
Prospectus and the relevant Bid cum application form. The term “Bidding” shall be construed
accordingly

 

Bid Amount

In relation to each Bid, the highest value of the Bids indicated in the Bid cum Application Form
and in the case of Retail Individual Bidders, Bidding at the Cut-off Price, the Cap Price multiplied
by the number of Equity Shares Bid for by such Retail Individual Bidder, and mentioned in the Bid
cum Application Form and payable by the Bidder or blocked in the ASBA Account of the ASBA
Bidder, as the case may be, upon submission of such Bid

 

Bid cum’
Application Form

The Anchor Investor Application Form or the ASBA Form, as the case may be

 

Bid Lot

85 Equity Shares and in multiples of 85 Equity Shares thereafter

 

Bid/Offer Closing
Date

Except in relation to any Bids received from the Anchor Investors, January 21, 2022

 

Bid/Offer Opening
Date

Except in relation to any Bids received from Anchor Investors, January 19, 2022

 

Bid/Offer Period

Except in relation to Anchor Investors, the period between January 19, 2022 and January 21, 2022,
inclusive of both days

 

 

Bidder ‘Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus and the Bid
cum Application Form and unless otherwise stated or implied, includes an Anchor Investor
Bidding Centres The centres at which the Designated Intermediaries accepted the ASBA Forms, i.e., Designated

Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered
Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs

 

Book Building
Process or Book

The book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in terms
of which the Offer was made

 

Building Method

Book Running Lead | The book running lead managers to the Offer, namely, ICICI Securities Limited, HDFC Bank
Managers or | Limited and JM Financial Limited

BRLMs

 

Broker Centres

The broker centres notified by the Stock Exchanges where ASBA Bidders could have submitted
the ASBA Forms to a Registered Broker (in case of Retail Individual Bidders, only using the UPI
Mechanism). The details of such Broker Centres, along with the names and contact details of the
Registered Brokers are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), updated from time to time

 

 

 

CAN or | A notice or intimation of allocation of the Equity Shares sent to Anchor Investors who have been
Confirmation of | allocated the Equity Shares, after the Anchor Investor Bid/Offer Period

Allocation Note

Cap Price 2175 per Equity Share

Cash Escrow and | The agreement dated January 11, 2022 entered into among our Company, the Selling Shareholders,
Sponsor Bank | the Registrar to the Offer, the BRLMs, the Syndicate Members, the Escrow Collection Bank, the
Agreement Public Offer Account Bank, the Refund Bank and the Sponsor Bank for, inter alia, collection of

the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer Account and where
applicable, remitting refunds of the amounts collected from Anchor Investors, on the terms and
conditions thereof

 

 

CCPS Cash Escrow

 

The account opened with the CCPS Cash Escrow Bank in accordance with the terms of the CCPS

 

 
 

Term

Description

 

 

 

 

 

 

 

Account Cash Escrow Agreement

CCPS Cash Escrow | The agreement dated December 1, 2021 entered into among our Company, Mr. Ravi B. Goyal and
Agreement the CCPS Cash Escrow Bank

CCPS Cash Escrow | Escrow bank appointed pursuant to the VEPL CCPS SPA, being HDFC Bank Limited

Bank

CCPS Share Escrow | Share escrow agent appointed pursuant to the CCPS Share Escrow Agreement, being Link Intime
Agent India Private Limited

CCPS Share Escrow | The agreement dated November 29, 2021 entered into among our Company, Mr. Ravi B. Goyal
Agreement and the CCPS Share Escrow Agent

Client ID Client identification number maintained with one of the Depositories in relation to a demat account
Collecting A depository participant as defined under the Depositories Act, registered with SEBI and who is
Depository eligible to procure Bids at the Designated CDP Locations in terms of the circular (No.

Participant or CDP

CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 issued by the SEBI as per the list
available on the websites of the Stock Exchanges, as updated from time to time

 

Cut-off Price

The Offer Price, being €175 per Equity Share, finalized by our Company and the Promoter Selling
Shareholder, in consultation with the BRLMs. Only Retail Individual Bidders bidding in the Retail
Portion were entitled to Bid at the Cut-off Price. No other category of Bidders was entitled to Bid
at the Cut-off Price

 

 

Demographic The demographic details of the Bidders including the Bidder’s address, name of the Bidder’s
Details father/husband, investor status, occupation, bank account details and UPI ID, where applicable

Designated Such branches of the SCSBs which will collect the ASBA Forms used by the ASBA Bidders and a
Branches list. of which is available on the website of the SEBI at

www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to
time, or any such other website as may be prescribed by the SEBI

 

Designated CDP
Locations

Such locations of the CDPs where ASBA Bidders can submit the ASBA Forms. The details of
such Designated CDP Locations, along with names and contact details of the CDPs eligible to
accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), as updated from time to time

 

Designated Date

The date on which funds are transferred by the Escrow Collection Bank from the Escrow
Account(s) to the Public Offer Account or the Refund Account, as the case may be, and/or the
instructions are issued to the SCSBs (in case of Retail Individual Bidders using the UPI
Mechanism, instruction issued through the Sponsor Bank) for the transfer of amounts blocked by
the SCSBs in the ASBA Accounts to the Public Offer Account or the Refund Account, as the case
may be, in terms of the Red Herring Prospectus and this Prospectus following which Equity Shares
will be Allotted in the Offer

 

Designated
Intermediaries

In relation to ASBA Forms submitted by Retail Individual Bidders by authorizing an SCSB to
block the Bid Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs

In relation to ASBA Forms submitted by Retail Individual Bidders where the Bid Amount was
blocked upon acceptance of UPI Mandate Request by such Retail Individual Bidder, using the UPI
Mechanism, Designated Intermediaries shall mean Syndicate, sub-Syndicate/agents, Registered
Brokers, CDPs, SCSBs and RTAs

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders, Designated
Intermediaries shall mean Syndicate, sub-Syndicate/agents, SCSBs, Registered Brokers, the CDPs
and RTAs

 

 

Designated RTA
Locations

Such locations of the RTAs where Bidders could have submitted the ASBA Forms to the RTAs.
The details of such Designated RTA Locations, along with names and contact details of the RTAs
eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)

 

Designated Stock
Exchange

BSE Limited

 

Draft Red Herring
Prospectus or DRHP

The draft red herring prospectus dated August 18, 2021 filed with the SEBI, and issued in
accordance with the SEBI ICDR Regulations, which did not contain complete particulars of the
price at which the Equity Shares will be Allotted

 

Eligible NRI(s)

NRI() from jurisdictions outside India where it is not unlawful to make an offer or invitation
under the Offer and in relation to whom the Bid cum Application Form and the Red Herring
Prospectus constituted an invitation to subscribe to or purchase the Equity Shares offered thereby

 

Escrow Account(s)

Accounts opened with the Escrow Collection Bank and in whose favour the Anchor Investors
transferred money through direct credit or NACH or NEFT or RTGS in respect of the Bid Amount
when submitting a Bid

 

Escrow Collection
Bank

The bank which is a clearing member and registered with the SEBI as a banker to an issue under
the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, and with
whom the Escrow Account(s) were opened, in this case being HDFC Bank Limited

 

 

First Bidder

 

Bidder whose name appears first in the Bid cum Application Form or the Revision Form and in

 

 
 

Term

Description

 

case of joint Bids, whose name also appears as the first holder of the beneficiary account held in
joint names

 

Floor Price

2166 per Equity Share

 

General Information
Document or GID

The General Information Document for investing in public issues prepared and issued in
accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020
and the UPI Circulars, as amended from time to time. The General Information Document shall be
available on the websites of the Stock Exchanges and the BRLMs

 

HDFC Bank

HDFC Bank Limited

 

1-Sec

ICICI Securities Limited

 

JM Financial

JM Financial Limited

 

Mutual Fund(s)

Mutual fund(s) registered with the SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996

 

Mutual Fund
Portion

5% of the Net QIB Portion, being 388,5724 Equity Shares, which were made available for
allocation only to Mutual Funds on a proportionate basis, subject to valid Bids being received at or
above the Offer Price

ASubject to finalization of the Basis of Allotment.

 

Non-Institutional
Bidders

All Bidders that are not QUBs or Retail Individual Bidders and who have Bid for Equity Shares for
an amount of more than 220,000 (but not including NRIs other than Eligible NRIs)

 

Non-Institutional
Portion

The portion of the Offer being not less than 15% of the Offer, i.e., 5,828,572 Equity Shares,
which were made available for allocation on a proportionate basis to Non-Institutional Bidders,
subject to valid Bids being received at or above the Offer Price

Subject to finalization of the Basis of Allotment.

 

Non-Resident

Person resident outside India, as defined under FEMA

 

Offer or Offer for
Sale

The initial public offering of 38,857,141 Equity Shares for cash at a price of 2175 per Equity
Share, aggregating to 26,800.00 million through an offer for sale by the Selling Shareholders
(namely Mr. Ravi B. Goyal, Mr. V.C. Gupte, Mr. Shailesh Shetty, Mr. Rakesh Kumar, Mr. Nikhil
Patiyat and Mr. Rajesh Harshedrai Shah)

ASubject to finalization of the Basis of Allotment.

 

Offer Agreement

The agreement dated August 18, 2021 entered into among our Company, the Selling Shareholders
and the BRLMs, pursuant to which certain arrangements have been agreed to in relation to the
Offer

 

Offer Price

%175 per Equity Share, the final price at which Equity Shares will be Allotted to successful Bidders
(except for the Anchor Investors) in terms of the Red Herring Prospectus and this Prospectus.
Equity Shares will be Allotted to Anchor Investors at the Anchor Investor Offer Price. The Offer
Price was decided by our Company and the Promoter Selling Shareholder, in consultation with the
BRLMs, on the Pricing Date in accordance with the Book Building Process and the Red Herring
Prospectus

 

Offer Proceeds

The proceeds of the Offer which shall be available to the Selling Shareholders. For further
information about use of the Offer Proceeds, see “Objects of the Offer” on page 104

 

Offered Shares

38,718,857 Equity Shares aggregating to %6,775.80 million being offered for sale by the Promoter
Selling Shareholder, 43,600 Equity Shares aggregating to 27.63 million by Mr. V.C. Gupte,
34,114 Equity Shares aggregating to %5.97 million by Mr. Shailesh Shetty, 26,514 Equity Shares
aggregating to 24.64 million by Mr. Rakesh Kumar, 17,0284 Equity Shares aggregating to 22.98
million by Mr. Nikhil Patiyat and 17,0284 Equity Shares aggregating to 22.98 million by Mr.
Rajesh Harshedrai Shah in the Offer

ASubject to finalization of the Basis of Allotment.

 

Other Selling
Shareholders

Collectively, Mr. V.C. Gupte, Mr. Shailesh Shetty, Mr. Rakesh Kumar, Mr. Nikhil Patiyat and Mr.
Rajesh Harshedrai Shah

 

Price Band

Price band of a minimum price of 2166 per Equity Share (1.e., the Floor Price) and the maximum
price of 2175 per Equity Share (i.e., the Cap Price).

 

Pricing Date

January 22, 2022, being the date on which our Company and the Promoter Selling Shareholder, in
consultation with the BRLMs, finalized the Offer Price

 

Promoter Selling

Mr. Ravi B. Goyal

 

 

 

Shareholder

Prospectus This prospectus for the Offer dated January 22, 2022 filed with the RoC in accordance with
Section 26 of the Companies Act, 2013 and the SEBI ICDR Regulations, containing, inter alia, the
Offer Price, the size of the Offer and certain other information, including any addenda or
corrigenda thereto

Public Offer | “No-lien’ and ‘non-interest-bearing” bank account opened in accordance with Section 40(3) of the

Account Companies Act, 2013, with the Public Offer Account Bank to receive money from the Escrow

 

Account(s) and the ASBA Accounts maintained with the SCSBs on the Designated Date

 

 
 

Term

Description

 

Public Offer
Account Bank

The bank which is a clearing member and registered with the SEBI as a banker to an issue under
the Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, with which
the Public Offer Account has been opened, being HDFC Bank Limited

 

 

 

QIB Portion The portion of the Offer being not more than 50% of the Offer, i.e., 19,428,569" Equity Shares,
which were made available for allocation on a proportionate basis to QIBs, including the Anchor
Investor Portion (in which allocation was made on a discretionary basis, as determined by our
Company and the Promoter Selling Shareholder, in consultation with the BRLMs), subject to valid
Bids being received at or above the Offer Price or the Anchor Investor Offer Price, as applicable
Subject to finalization of the Basis of Allotment.

Qualified Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations

Institutional

Buyer(s), QUB(s) or

QIB Bidder(s)

Red Herring | The red herring prospectus for the Offer dated January 11, 2022 issued by our Company in

Prospectus or RHP

accordance with Section 32 of the Companies Act and the SEBI ICDR Regulations, which did not
have complete particulars of the Offer Price, read together with the Addendum to the Red Herring
Prospectus — Notice to Investors dated January 13, 2022

 

Refund Account

Account opened with the Refund Bank from which refunds, if any, of the whole or part of the Bid
Amount to the Bidders shall be made

 

Refund Bank

Banker to the Offer and with which the Refund Account has been opened, being HDFC Bank
Limited

 

Registered Brokers

The stock brokers registered with the stock exchanges having nationwide terminals, other than the
Members of the Syndicate and eligible to procure Bids in terms of the circular (No.
CIR/CFD/14/2012) dated October 4, 2012 issued by the SEBI

 

Registrar Agreement

The agreement dated August 18, 2021 entered into among our Company, the Selling Shareholders
and the Registrar to the Offer in relation to the responsibilities and obligations of the Registrar to
the Offer relating to the Offer

 

Registrar to the
Offer or Registrar

Link Intime India Private Limited

 

Retail Individual
Bidders or RIBs

Individual Bidders who have Bid for Equity Shares for an amount of not more than %200,000 in
any of the bidding options in the Offer (including HUFs applying through the karta and Eligible
NRIs)

 

Retail Portion

The portion of the Offer being not less than 35% of the Offer, i.e.,13,600,000" Equity Shares,
which was made available for allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Offer Price

Subject to finalization of the Basis of Allotment.

 

Revision Form

The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in their
Bid cum Application Forms or any previous Revision Forms. QIBs and Non-Institutional Bidders
are not allowed to withdraw or lower their Bids (in terms of the quantity of Equity Shares or the
Bid Amount) at any stage. Retail Individual Bidders could revise their Bids during the Bid/Offer
Period and withdraw their Bids until the Bid/Offer Closing Date

 

Self-Certified
Syndicate Bank(s)
or SCSB(s)

The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation to
ASBA, where the Bid Amount was blocked by authorizing an SCSB, a list of which is available on
the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=34 and updated
from time to time and at such other websites as may be prescribed by SEBI from time to time, (ii)
in relation to Bidders using the UPI Mechanism, a list of which is available on the website of SEBI
at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40 or such
other website as may be prescribed by SEBI and updated from time to time. Applications through
UPI in the Offer could have been made only through the SCSBs mobile applications (apps) whose
name appears on the SEBI website. A list of SCSBs and mobile applications, which, are live for
applying in public issues using UPI mechanism is provided as Annexure ‘A’ to the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is available on the website
of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedF pi=yes&intmld=43 and
updated from time to time and at such other websites as may be prescribed by SEBI from time to
time.

 

 

Share Escrow Agent

Share escrow agent appointed pursuant to the Share Escrow Agreement, being Link Intime India
Private Limited

 

Share Escrow
Agreement

The agreement dated January 11, 2022 entered into among the Selling Shareholders, our Company
and the Share Escrow Agent in connection with the transfer of Equity Shares under the Offer by
the Selling Shareholders and the credit of such Equity Shares to the demat account of the Allottees

 

Specified Locations

Bidding Centres where the Syndicate accepted ASBA Forms from the Bidders

 

 

Sponsor Bank

 

HDEC Bank Limited, being a Banker to the Offer, appointed by our Company to act as a conduit

 

 
 

 

 

 

Term Description
between the Stock Exchanges and NPCI in order to push the mandate collect requests and / or
payment instructions of the Retail Individual Bidders using the UPI and carry out other
responsibilities, in terms of the UPI Circulars

Syndicate or | The BRLMs and the Syndicate Members, collectively

Members of the

Syndicate

Syndicate The agreement dated January 11, 2022 entered into among the BRLMs, the Registrar, the
Agreement Syndicate Members, the Selling Shareholders and our Company in relation to the collection of Bid

cum Application Forms by the Syndicate

 

Syndicate Members

Intermediaries registered with the SEBI who are permitted to carry out activities as an underwriter,
being HDFC Securities Ltd and JM Financial Services Limited

 

 

 

Underwriters The BRLMs and the Syndicate Members

Underwriting The agreement dated January 22, 2022 among the Underwriters, our Company and the Selling
Agreement Shareholders

UPI Unified payments interface, which is an instant payment mechanism developed by the NPCI

 

UPI Circulars

The SEBI circular no. SEBV/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBV/HO/CED/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CED/DIL2/CIR/P/2019/85 dated July 26, +2019, SEBI circular no.
SEBI/HO/CED/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI/HO/CED/DIL2/CIR/P/2020/50 dated March 30, 2020, +SEBI circular no.
SEBI/HO/CED/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBV/HO/CED/DIL1/CIR/P/2021/47 dated March = 31, -—-2021,“-SEBI circular no.
SEBV/HO/CED/DIL2/P/CIR/2021/570 dated June 2, 2021 and any subsequent circulars or
notifications issued by SEBI in this regard

 

 

UPIID ‘An ID created on the UPI for single-window mobile payment system developed by the NPCI
UPI Mandate | A request (intimating the RIB by way of a notification on the UPI linked mobile application as
Request disclosed by SCSBs on the website of SEBI and by way of an SMS on directing the RIB to such

UPI linked mobile application) to the RIB initiated by the Sponsor Bank to authorize blocking of
funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in case of
Allotment

 

UPI Mechanism

The bidding mechanism that could be used by an RIB in accordance with the UPI Circulars to
make an ASBA Bid in the Offer

 

 

 

UPI PIN Password to authenticate a UPI transaction
U.S. Securities Act The United States Securities Act of 1933
Working Day(s) ‘All days on which commercial banks in Mumbai are open for business. In respect of

 

 

announcement of Price Band and Bid/Offer Period, Working Day meant all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are open for
business. In respect of the time period between the Bid/ Offer Closing Date and the listing of the
Equity Shares on the Stock Exchanges, Working Day shall mean all trading days of the Stock
Exchanges, excluding Sundays and bank holidays in India, as per circulars issued by SEBI,
including the UPI Circulars

 

Technical/Industry Related Terms/Abbreviations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term Description
‘AePS Aadhaar Enabled Payment System
AFC Automatic Fare Collection

AMC ‘Annual Maintenance Contracts
ATM ‘Automated Teller Machine

BHIM Bharat Interface for Money

cr Cash-in-transit

CPD Cash Pick-up and Delivery

CRM Cash Recycler Machine

cUG Closed User Group

DBT Direct Benefit Transfers

EFT Electronic Fund Transfer

EMV Europay Mastercard Visa

GPS Global Positioning System

GTV Gross Transaction Value

TAD Independent ATM Deployer

icD Intelligent Cash Deposit

 

 

 

 
 

 

 

 

Term Description
IMPS Immediate Payment Service
IPS Integrated Payment Solutions
IT Information Technology

 

Ken ATM Report

The report titled “Jndia ATM Market Outlook to 2026” dated August 2021 issued by
Ken Research Private Limited

 

Ken Payments Report

The report titled “India Payment Services Market Outlook to 2026” dated August
2021 issued by Ken Research Private Limited

 

Ken Reports

The reports titled “India ATM Market Outlook to 2026” and “India Payment
Services Market Outlook to 2026”, each dated August 2021, issued by Ken Research
Private Limited, commissioned and paid for by our Company for the purposes of
confirming our understanding of the industry in connection with the Offer

 

Ken Research

Ken Research Private Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

LAB Local Area Bank

MDR Merchant Discount Rate

MMT Million metric tonnes

MSP Managed Service Provider
mPOS Mobile Point of Sale

NFC Near Field Communication

NFS National Financial Switch

NPCI National Payments Corporation of India
OMG Oil Marketing Companies

PIN Personal Identification Number
PMJDY Pradhan Mantri Jan-Dhan Yojana
POS Point of Sale

PPI Pre-Paid Payment Instrument

 

PPI Master Directions

Master Direction on Issuance and Operation of Pre-Paid Payment Instruments dated
October 11, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PSAR Act Private Security Agencies (Regulation) Act, 2005

PSA Rules Private Security Agencies (Private Security to Cash Transportation Activities) Rules,
2018

PSB Public Sector Bank

PSS Act Payment and Settlement Systems Act, 2007

PSU Public Sector Undertaking

QR Code Quick Response Code

RBI Reserve Bank of India

RCM Retail Cash Management

RFID Radio Frequency Identification

RRB Regional Rural Bank

SaaS Software-as-a-Service

SCB Scheduled Commercial Bank

UCB Urban Co-operative Bank

UPF Universal Payment Framework

VSAT Very Small Aperture Terminals

 

Conventional Terms/Abbreviations

 

Term

Description

 

AGM

Annual General Meeting

 

Alternative Investment Funds or
AIFs

Alternative investment funds as defined in, and registered under the SEBI AIF
Regulations

 

AS or Accounting Standards

Accounting Standards issued by the Institute of Chartered Accountants of India

 

AWPLR

Average Weighted Prime Lending Rate

 

BSE

BSE Limited

 

CAGR

Compounded Annual Growth Rate

 

Category I AIF

 

AIFs who are registered as “Category I Alternative Investment Funds” under the

SEBI AIF Regulations

 

Category I FPIs

FPls registered as “Category I foreign portfolio investors” under the SEBI FPI
Regulations

 

Category II AIF

AIFs who are registered as “Category II Alternative Investment Funds” under the
SEBI AIF Regulations

 

 

Category II FPIs

 

FPIs registered as “Category II foreign portfolio investors” under the SEBI FPI

 

 
 

Term

Description

 

Regulations

 

Category III AIF

AIFs who are registered as “Category Ill Alternative Investment Funds” under the
SEBI AIF Regulations

 

CDSL

Central Depository Services (India) Limited

 

CIN

Corporate Identity Number

 

Companies Act or Companies
Act, 2013

The Companies Act, 2013, read with the rules, regulations, clarifications and
modifications notified thereunder

 

Companies Act, 1956

The Companies Act, 1956, read with the rules, regulations, clarifications and
modifications notified thereunder

 

CSR

Corporate social responsibility

 

Old Debt Securities Regulations

Securities and Exchange Board of India (Issue and Listing of Debt Securities)
Regulations, 2008

 

 

 

Depositories NSDL and CDSL
Depositories Act The Depositories Act, 1996
DIN Director Identification Number

 

DP or Depository Participant

A depository participant as defined under the Depositories Act

 

DP ID

Depository Participant's identification number

 

 

 

 

 

DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce
and Industry, Government of India (formerly known as Department of Industrial
Policy and Promotion)

EBITDA Earnings before Interest (Finance Costs), Tax, Depreciation and Amortization, share
of Profit / (Loss) of associate

EGM Extraordinary General Meeting

EPS Earnings per Equity Share

ESIC Act Employees’ State Insurance Act, 1948

 

FCNR Account

Foreign Currency Non-Resident Account, and has the meaning ascribed to the term
“FCNR(B) account” under the Foreign Exchange Management (Deposit)
Regulations, 2016

 

 

 

FDI Foreign direct investment

FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT through
notification dated October 15, 2020 effective from October 15, 2020

FEMA Foreign Exchange Management Act, 1999 read with the rules and regulations

thereunder

 

FEMA Non-debt Instruments
Rules or the FEMA NDI Rules

The Foreign Exchange Management (Non-debt Instruments) Rules, 2019

 

Financial Year or Fiscal or
Fiscal Year or FY

The period of 12 months ending March 31 of that particular year

 

FIR

First information report

 

FPIs

Foreign portfolio investors as defined under the SEBI FPI Regulations

 

Fugitive Economic Offender

An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FVCI Foreign venture capital investors as defined in and registered with the SEBI, under
the SEBI FVCI Regulations

GDP Gross domestic product

Gol or Government or Central Government of India

Government

GST Goods and Services Tax

HUF Hindu Undivided Family

ICAL The Institute of Chartered Accountants of India

IFRS International Financial Reporting Standards

Income Tax Act The Income-tax Act, 1961

Ind AS The Indian Accounting Standards referred to and notified in the Ind AS Rules

Ind AS Rules The Companies (Indian Accounting Standards) Rules, 2015

Indian GAAP Generally Accepted Accounting Principles in India

IPC Indian Penal Code, 1860

IPO Initial Public Offering

IRDAI Insurance Regulatory and Development Authority of India

 

IRDAI Investment Regulations

Insurance Regulatory and Development Authority of India (Investment) Regulations,
2016

 

 

 

 

 

 

 

IsT Indian Standard Time

IT Act Information Technology Act, 2000
KYC Know Your Customer

LIBOR London Interbank Offered Rate
LLP Limited Liability Partnership

 

10

 
 

Description

 

MCA

Ministry of Corporate Affairs, Government of India

 

MCLR

Marginal Cost of Funds based Lending Rate

 

Minimum Wages Act

The Minimum Wages Act, 1948

 

MRTU and PULP Act

Maharashtra Recognition of Trade Unions and Prevention of Unfair Labour Practices
Act, 1971

 

Mutual Fund(s)

Mutual fund(s) registered with the SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996

 

 

 

 

NA. or NA Not applicable

NACH National Automated Clearing House
NAV Net asset value

NBEG Non-Banking Financial Company

 

NCS Regulations

Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021

 

NEFT

National Electronic Fund Transfer

 

NPCI

National Payments Corporation of India

 

NR or Non-Resident

‘A person resident outside India, as defined under the FEMA, including Eligible
NRIs, FPIs and FVCls registered with the SEBI

 

 

 

NRI An individual resident outside India, who is a citizen of India
NSDL National Securities Depository Limited
NSE The National Stock Exchange of India Limited

 

OCB or Overseas Corporate
Body

An entity de-recognised through Foreign Exchange Management (Withdrawal of
General Permission to Overseas Corporate Bodies (OCBs)) Regulations, 2003.
OCBs are not allowed to invest in the Offer

 

 

 

 

 

 

 

 

 

 

p.a. Per annum

P/E Ratio Price/Earnings Ratio

PAN Permanent Account Number allotted under the Income Tax Act

PAT Profit for the year attributable to Shareholders

RoNW Return on Net Worth

RTGS Real Time Gross Settlement

SCRA Securities Contracts (Regulation) Act, 1956

SCRR Securities Contracts (Regulation) Rules, 1957

SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992

 

SEBI AIF Regulations

Securities and Exchange Board of India (Alternative Investment

Regulations, 2012

Funds)

 

SEBI FPI Regulations

Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2019

 

SEBI FVCI Regulations

Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000

 

SEBI ICDR Regulations

Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018

 

SEBI Listing Regulations

Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015

 

SEBI Merchant Bankers
Regulations

Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992

 

SEBI Mutual Fund Regulations

Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

 

SEBI SBEB Regulations

Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021

 

SEBI Takeover Regulations

Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011

 

SEBI VCF Regulations

Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996

 

SICA

The erstwhile Sick Industrial Companies (Special Provisions) Act, 1985

 

State Government

The government of a state in India

 

Stock Exchanges

The BSE and the NSE

 

sTT

Securities Transaction Tax

 

Systemically Important NBFCs

In the context of a Bidder, a non-banking financial company registered with the
RBI and having a net worth of more than %5,000 million as per its last audited
financial statements

 

 

 

 

 

 

 

 

TAN Tax Deduction and Collection Account Number allotted under the Income-tax Act
TCL Total comprehensive income for the year

TDS Tax deducted at source

Trade Marks Act Trade Marks Act, 1999

US GAAP Generally Accepted Accounting Principles in the United States of America

VAT Value added tax

 

11

 
 

Description

 

VCFs

Venture capital funds as defined in and registered with the SEBI under the SEBI
VCF Regulations or the SEBI AIF Regulations, as the case may be

 

 

Wilful Defaulter(s)

 

Wilful defaulter as defined under Regulation 2(1)(IIl) of the SEBI ICDR Regulations

 

12

 
OFFER DOCUMENT SUMMARY

The following is a general summary of certain disclosures and terms of the Offer included in this Prospectus
and is neither exhaustive, nor purports to contain a summary of all the disclosures in the Red Herring
Prospectus and this Prospectus, or all details relevant to prospective investors. This summary should be read in
conjunction with, and is qualified in its entirety by, the more detailed information appearing elsewhere in this

Prospectus, including “Risk Factors”, “The Offer”, “Capital Structure

 

“Objects of the Offer”, “Industry

Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Financial Statements”, “Outstanding
Litigation and Material Developments”, “Offer Procedure” and “Description of Equity Shares and Terms of
the Articles of Association” on pages 24, 60,80,104,116,153,210,217,358 and 432, respectively.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Summary of|We were one of the largest integrated omni-channel payment solutions provider in India in terms of

the primary | providing digital and cash-based solutions to banks and corporate clients, as of March 31, 2021 (Source:

business of | Ken Payments Report). We provide customised products and services comprising ATM and CRM

the Company | outsourcing, cash management and digital payment solutions including merchant solutions, transaction
processing services and mobile wallets. As of March 31, 2021, we were the second largest company in India
in terms of revenue from ATM managed services under the outsourcing model, and revenue from cash
management and number of ATMs replenished (Source: Ken ATM Report).

Summary of|Cash payment transactions, and consequently, the demand for ATMs, CRMs and related services, is

the Industry | expected to continue to grow due to, among others, Gol initiatives such as Direct Benefit Transfer and
PMJDY (Source: Ken ATM Report). At the same time, the launch of new and innovative payment products,
increased demand for cashless transactions due to the COVID-19 pandemic, increasing smartphone
adoption, a growing need for faster payment modes and a strong push from the Gol and regulators towards
adoption of digital channels have driven the increase in digital payments (Source: Ken Payments Report).

Name of | Mr. Ravi B. Goyal and Vineha Enterprises Private Limited

Promoters

Offer size | Initial public offering of 38,857,141 Equity Shares of our Company for cash at a price of 8175 per Equity
Share (including a premium of 2165 per Equity Share) aggregating to 36,800.00 million through an offer for
sale of 38,718,857 Equity Shares by the Promoter Selling Shareholder aggregating to 26,775.80 million,
43,6004 Equity Shares aggregating 27.63 million by Mr. V.C. Gupte, 34,114 Equity Shares aggregating to
25,97 million by Mr. Shailesh Shetty, 26,514’ Equity Shares aggregating to %4.64 million by Mr. Rakesh
Kumar, 17,0284 Equity Shares aggregating to %2.98 million by Mr. Nikhil Patiyat and 17,0284 Equity
Shares aggregating to %2.98 million by Mr. Rajesh Harshedrai Shah. The Offer constitutes 32.28% of the
paid-up Equity Share capital of our Company.
Subject to finalization of the Basis of Allotment.

Objects of | The objects of the Offer are to (i) carry out the offer for sale by the Selling Shareholders; and (ii) to realise

the Offer the benefits of listing of the Equity Shares on the Stock Exchanges, enhancement of our Company’s brand
name and creation of a public market for the Equity Shares in India.
Pursuant to the VEPL CCPS SPA, the Promoter Selling Shareholder has agreed to utilize his respective
portion of the Offer proceeds to primarily purchase the VEPL CCPS from our Company. Such amounts
received by our Company shall be primarily utilized to redeem the Listed NCDs.
For further details, see “Objects of the Offer” on page 104.

Aggregate _|(a) The aggregate pre-Offer shareholding of our Promoters and Promoter Group as a percentage of the pre-

pre-Offer Offer paid-up share capital of the Company is set out below:

shareholding

of Promoters, Percentage of the pre-Offer

Promoter Name of the Shareholder Number of Equity Shares Equity Share capital (%)

Group and Promoters

Selling Mr. Ravi B. Goyal 66,460,312 55.20

Shareholders Vineha Enterprises Private

Limited 51,054,264 42.41

= a Total (A) 117,514,576 97.61

percentage of

the paid-up Promoter Group

ere eat Mr. Badrinarain K. Goyal 749,600 0.62

Mrs. Anupama R. Goyal 16 Negligible
of ours Trinity Ventures (represented by 64 Negligible
Company

 

its partners, Mr. Kiran B. Goyal
and Mr, Vinayak R. Goyal)
Ravi Goyal Family Trust Negligible
(represented by its trustees, Mr.
Ravi B. Goyal and Mrs. Anupama
R. Goyal) 100

 

 

 

 

 

 

 

 

13

 
 

“Anupama Goyal Family Trust Negligible
(represented by its trustees, Mrs.

Anupama R. Goyal and Mr. Ravi
B. Goyal) 100
Kiran Goyal Family Trust Negligible
(represented by its trustees, Mr.
Kiran B. Goyal and Mr. Ravi B.
Goyal) 100
Vinayak Goyal Family Trust Negligible
(represented by its trustees, Mr.
Vinayak R. Goyal and Mr. Ravi

 

 

 

 

 

 

 

B, Goyal) 100
Total (B) 750,080 0.62
Total (A+ B=) 118,264,656 98.23

 

(b) The aggregate pre-Offer shareholding of the Selling Shareholders as a percentage of the paid-up share
capital of the Company is set out below:

 

 

 

 

 

 

 

 

 

Percentage of the pre- | Percentage of the post-
Number of Equity Offer Equity Share Offer Equity Share
Name of the Shareholder Shares capital (%) capital (%)°

Selling Shareholders

Mr. Ravi B. Goyal 66,460,312 55.20 55.20
Mr. V.C. Gupte 46,000 0.04 0.04
Mr. Shailesh Shetty 36,000 0.03 0.03
Mr. Rakesh Kumar 28,000 0.02 0.02
Mr. Nikhil Patiyat 18,000 0.02 0.02
Mr. Rajesh Harshedrai Shah 18,000 0.02 0.02
Total 66,606,312 55.33 55.33

 

 

 

 

SThis percentage does not take into account the transfer by the Selling Shareholders of the Offered Shares as part
of the Offer.

 

 

Summary of

The details of certain financial information as set out under the SEBI ICDR Regulations as of and for the

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restated financial years ended March 31, 2021, 2020 and 2019, and as of and for the five-month period ended
Consolidated | August 31, 2021 derived from the Restated Consolidated Financial Information are as follows:
Financial (2 in million, except per share data)
Information Asof and for the| 4s of and for the Financial Year ended
five-month
period ended Womenae
Particulars August 31, 2021 2021 2020 2019
(A)_ Share capital 1,185.81 1,185.81 1,185.81 1,185.81
(B)_Net Worth (Total Equity) 5,437.35 5,586.62 4,989.55 4,249.34
(©)_Revenue from operations 7,534.00[ 17,589.44 18,004.43 18,057.42
(D) Profit (loss) for the year/ period attributable (181.05) 547.92 830.14 661.94
to equity shareholders
(E)_Eamings per Equity Share (basic, in 2)* (SD) 4.62 7.00 5.58
(F)_Eamings per Equity Share (diluted, in 2)* (153) 455 6.90 553
(G)_Net Asset Value per Equity Share 45.85, 4711 42.08 35.84
(H)_Gross Debt 16,544.97[ 16,223.41 11,590.17 11,053.03
* EPS for the five months period ended 31 August 2021 is not annualised
For further details, see “Financial Statements” on page 217.
Auditor Our Statutory Auditors have not included any qualifications in the audit report that have not been given
qualifications | effect to in the Restated Consolidated Financial Information.
which have
not been
given effect
to in the
Restated
Consolidated
Financial
Information
Summary [A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors and
table of | Promoters, as of the date of this Prospectus, as also disclosed in “Outstanding Litigation and Material
outstanding | Developments” on page 358, in terms of the SEBI ICDR Regulations and the materiality policy adopted by
litigation our Board pursuant to a resolution dated August 6, 2021, is provided below:

 

 

Statutory | Disciplinary] Material | Aggregate
Tax Proceedings or actions by | Civil amount
Regulatory | the SEBI or | Litigation _| involved (&

Criminal

Name of Entity | pooveedi

 

 

 

 

 

 

 

 

 

14

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceedings] _ Stock in
Exchanges million)
against our
Promoters
‘Company
By the Company 63 - - - 1 76.20
Against the Company 10 35 25* - = [2,904.66
Directors
By our Directors - - - - 1 10.00
‘Against our Directors 3B 2 5 1 9.46
Promoters
By our Promoters - - - - 1 10.00
‘Against our 12 3 5 I 246.44
Promoters
Subsidiaries
By our Subsidiaries 81 : : - - 387.46
‘Against our 8 7 28 - 28 100.68
Subsidiaries
For further details, see “Outstanding Litigation and Material Developments” on page 358

 

 

‘To the extent ascertainable
* Including 9 matters which are also disclosed under Criminal cases

Our Group Companies are not party to any pending litigation proceedings which may have a material
impact on our Company.

None of the outstanding legal proceedings are so major that the Company’s survival is dependent on the
outcome of such proceedings.

 

 

 

 

 

 

 

 

 

 

 

 

Risk Factors _| For details of the risks applicable to us, see “Risk Factors” on page 24.
Summary _| The following is a summary table of our contingent liabilities as of August 31, 2021 as per Ind AS 37 —
table of | Provisions, Contingent Liabilities and Contingent Assets:
contingent (in million)
liabilities Particulars As of August 31, 2021
Claims against the Company, Subsidiaries and Associate not
acknowledged as debts: 18.57
Matters in dispute under appeal
(Sales tax 100.83
(ipEXcise duty* 5.77
GiiyCustom duty 3.03
(iv)Duty entitlement pass book 0.43
(Goods and service tax 0.78
Other tax matters 56.56
Total 185.97

 

 

 

 

* Excludes, interest amount which would be finalised during the course of assessment.

For further details of our contingent liabilities, see “Financial Statements” on page 217.

 

 

Summary of
related party
transactions

 

The details of related party transactions entered into by our Company in the financial years ended March 31,
2021, 2020 and 2019, and the five-month period ended August 31, 2021, as per Ind AS 24 -Related Party
Disclosures read with SEBI ICDR Regulations are as set out in the table below:

(2 in million)

 

 

 

 

 

 

 

Transaction Transactions for the Amount receivable / (payable)
for the year ended ‘As at
five-month
Particulars period Marc | Marc | March | Augus | March | March | March
ended h3i, | h3i, 31, 31, 31, 31, 31,
August 31, | 2021 | 2020 | 2019 | 2021 | 2021 | 2020 | 2019
2021
Sales of goods,
software license and
services
‘Advanced Graphic 000 | 0.00 | 0.00 | 000" | 000] 000 | 0.00 | 0.00
Systems
Instruments Research oes | 150; 236] 142] (737)| 464] 2720] 2956
Associates Private
Limited
Fillon Technologies 206 | 536, 5.74] 138 Taf 170) 158] 026
India Private Limited
PT. Nova Digital iaoa {038 221, ooo] iaoa[ 000 | 221 0.00

 

 

 

 

 

 

 

 

 

 

 

15

 
 

Director's sitting fees

 

 

 

 

 

Mr. Sudip 1.70 1.18 2.15 1.00 0.11 (0.52) (0.38) 0.00
Bandyopadhyay

‘Mr. Vijay Chugh 1.60 1.13 1.70 0.82 0.11 (0.52) (0.13) 0.00
Mr. Jagdish Capoor 0.00 0.00 0.00 0.22 0.00 0.00 0.00 0.00
Mr. D. Sivanandhan 0.00 0.00 0.70 0.35 0.00 0.00 0.00 0.00
Mr. Rahul N. Bhagat 1.65 1.15 1.93 0.85 0.13 (0.55) (0.33) 0.00

 

‘Mr. Subrata Kumar 0.00 0.00 0.00 0.00 0.00 0.00 0.00

Mitra

 

 

 

‘Commission to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

directors
‘Mr. Sudip. 0.00 3.50 2.00 0.00 (3.50) (3.50) 0.00
Bandyopadhyay

‘Mr. Vijay Chugh 0.00 3.50 2.00 0.00 (3.50) (3.50) 0.00
Mr. Jagdish Capoor 0.00 0.00 2.00 0.00 0.00 0.00 0.00
Mr. D. Sivanandhan 0.00 3.50 2.00 0.00 0.00 (3.50) 0.00
‘Mr. Rahul N. Bhagat 0.00 3.50 2.00 0.00 (3.50) (3.50) 0.00
Mr. Bharat Shah 0.00 0.00 2.00 0.00 0.00 0.00 0.00

 

 

* Amount less than Rs.0.01 million.

 

 

 

For details of the related party transactions, see “Financial Statements — Related Party Transactions” on
page 297.

 

Details of all
financing
arrangement
s whereby the
Promoters,
members of
the Promoter
Group,
Directors of
our
Corporate
Promoter,
our Directors
and their
relatives have
financed the
purchase by
any other
person of
securities of
the Company
other than in
the normal
course of the
business of
the financing
entity during
the period of
six months
immediately
preceding the
date of the
Draft Red
Herring
Prospectus,
the Red
Herring
Prospectus
and this
Prospectus

Our Promoters, members of our Promoter Group, Directors of our Corporate Promoter, our Directors and
their relatives have not financed the purchase by any person of securities of our Company during the period
of six months immediately preceding the date of the Draft Red Herring Prospectus, the Red Herring
Prospectus and this Prospectus.

 

Weighted
average price
at which the
| specified

 

 

Our Promoters, members of our Promoter Group and the Selling Shareholders have not acquired any
specified securities of our Company in the one year or the three years immediately preceding the date of this
Prospectus.

 

17

 
 

Perkasa

 

 

Purchase of goods and
services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Instruments Research 000 | 5.64) 1035; 447] 591] 0.00 | (099 | 24)

Associates Private )

Limited

Fillon Technologies 083 | 144; 207) 164] (44)] (36)| 000] 0.00

India Private Limited

AGS Community 000 | 1888 | 0.00; 000] 000] 000| 000 | 0.00

Foundation

Re-imbursements of

expenses

Fillon Technologies 006 | 0.07 | 008 | 007] 000] 000] 000 | 007

India Private Limited

Instruments Research 000 { 0.00; o81f 030] 0007 000) 000] 0.30

Associates Private

Limited

‘Advanced Graphic 024 | 047 | 054] 038 Tex} 139; 092 | 038

Systems

Wow Food Brands 000 | 0.00} 000, 002] 0007 000) 000] 002

Private Limited

Dividend Paid

Mr. Ravi B. Goyal 000 | 000 | so4e | 000[ O00, O00[ 000] 0.00

Vineha Enterprises 000{ 0.00} si.05; 000] 0007 0.00) 000] 0.00

Private Limited

Mr. Badrinarain K. o00{ 0.00; 075]; 000] 0007 000) 000] 0.00

Goyal

Mrs. Anupama R. Goyal 000 [0.00 | 000* | 000 | O00, 000 | 000 | 0.00

Ravi Goyal Family Trust 000 | 0.00 | 0.00 | 000| 0007 000] 000] 0.00

‘Anupama Goyal Family 0.00 | 0.00 | 0.00* | 000] 0.007 0.00) 0.00] 0.00

Trust

Kiran Goyal Family 000 | 0.00 | 0.00" | 000 | 000] 000 | 000 | 0.00

Trust

Vinayak Goyal Family 000] 0.00} 0.00* | 000] 0007 0.00) 000] 0.00

Trust

Remuneration

Mr. Ravi B. Goyal 10.00 | 24.00 [24.00 [24.00 | (64) | 0.69) | G.88) [ 30)
15.23 | 47.26 | 5269] 5245 | (6.00) | (6.02) | @3.50 | (8.71)

Mr. El Khoury Ricardos )

Mr Ariel Gumabao is9 | 394[ 372[ 007 | @09s)| 000] 000/ 0.00

Mr. Shailesh Shetty 439 [11.39 | i051 | 000| 000 36) | G36) | 0.00

Mr. Mehernosh Parekh 286 | 745 | 7.65 | 677| 0.00 [ (2.19) | (1.80) | (0.89)

Mr. Vinayak Goyal i63[ 000 | 000] 000, oo0/ 000] 000] 0.00

Mr. Stanley Johnson P 246 | 0.00] 000] 000[ 000] 0.00] 0.00] 0.00

Deposits given/(repaid)

Mr. Ravi B. Goyal 000 [0.00 | 000 | 000 | 25.00 [ 25.00 | 25.00 | 25.00

Mrs. Anupama R. Goyal 000 | 0.00; 000 000] 200] 200] 200] 2.00

Mr Ariel Gumabao 0.00 | 0.00; 000] 000[ 0.00] 0.06] 0.06 | 0.00%

Rent expenses

Mrs. Anupama R. Goyal 088 | 210; 210; 210| @7H | ©58) | 000 | ©19)

Professional fees

Mr. Kiran B, Goyal 200 | 480 | 480] 480[ G74) [| G77 [| 43) | (0.86)

Loan taken/(repaid)

Mr. El Khoury Ricardos 0.00 | 27.67 | 0.00 | 0.00 | (88.32) | (88.57) | (9.06 | 7.16

) )

Investments

PT. Nova Digital 000 | 0.00 | 3240} 000] 000] 000| 000 | 0.00

Perkasa

‘AGS Community 000 | 0.00; 008} 000] 0007 000] 000] 0.00

Foundation

Vineha Enterprises 6500.00 | 0.00; 000] 000] 000; 000 | 000] 0.00

Private Limited

 

 

 

 

 

 

 

 

 

 

 

 

 

16

 

 
 

securities
were
acquired by
our
Promoters,
members of
our Promoter
Group, and
the Selling
Shareholders
, in the last
three years
and the last
one year

 

Average cost

The average cost of acquisition of Equity Shares for our Promoters is as set out below**:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

of acquisition ee ee eee ‘Average cost of acquisition per Equity
of Equity Share ()
Shares for || Mr. Ravi B. Goyal 66,460,312 Nil*
Rae ineha Enterprises Private 51,054,264 86.18
Promoters Limited
ena the | "Since Average cost of Acquisition is negative, ithas been considered as Nil.
Selling ** As certified by Ankush Gupta & Associates, Chartered Accountants, by way of their certificate dated January 11,
Shareholders |7”"~
The average cost of acquisition of Equity Shares for the Selling Shareholders is as set out below**:
Name of Selling Shareholder Number of Equity Shares SS VErBS EC OsE Cara (ply
Mr. Ravi B. Goyal 66,460,312 Nil*
Mr. V.C. Gupte 46,000 39.13
Mr. Shailesh Shetty 36,000 39.13
‘Mr. Rakesh Kumar 28,000 39.13
Mr. Nikhil Patiyat 18,000 39.13
Mr. Rajesh Harshedrai Shah 18,000 39.13,
*Since Average cost of Acquisition is negative, it has been considered as Nil.
** As certified by Ankush Gupta & Associates, Chartered Accountants, by way of their certificate dated January 11,
2022.
Size of the | Not applicable
pre-IPO
placement
and allottees,
upon

completion of
the
placement

 

Any issuance
of Equity
Shares in the
last one year
for
consideration
other than
cash or bonus
issue

Our Company has not issued any Equity Shares in the one year immediately preceding the date of this
Prospectus, for consideration other than cash or undertaken a bonus issue.

 

 

Any split /
consolidation
of Equity
Shares in the
last one year

 

Our Company has not split or consolidated the face value of the Equity Shares in the last one year.

 

18

 
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain Conventions

All references to “India” contained in this Prospectus are to the Republic of India, all references to “Cambodia”
are to the “Kingdom of Cambodia”, all references to “Philippines” are to the Republic of Philippines, all
references to “Singapore” are to the Republic of Singapore, all references to “Sri Lanka” are to the “Democratic
Socialist Republic of Sri Lanka”, all references to “Indonesia” are to the “Republic of Indonesia” are to the
“Republic of Indonesia” and all references to the “U.S.”, “United States” or “U.S.A.” are to the “United States
of America” and its territories and possessions.

Unless otherwise specified, any time mentioned in this Prospectus is in Indian Standard Time. Unless indicated
otherwise, all references to a year in this Prospectus are to a calendar year.

Financial Data

Unless stated or the context requires otherwise, our financial data included in this Prospectus is derived from
the Restated Consolidated Financial Information. For further information, see “Financial Statements” on page
217,

Our Company’s Financial Year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year, so all references to a particular Financial Year or Fiscal Year, unless
stated otherwise, are to the 12 months period commencing on April 1 of the immediately preceding calendar
year and ending on March 31 of that particular calendar year.

Unless the context requires otherwise, the financial information in this Prospectus is derived from the restated
consolidated financial information of our Company, and our Subsidiaries and our Associate, comprising the
restated consolidated statement of assets and liabilities as at August 31, 2021, March 31, 2021, March 31, 2020
and March 31, 2019, the restated consolidated statement of profit and loss (including other comprehensive
income), the restated consolidated statement of changes in equity, and the restated consolidated statement of
cash flows for the five-month period ended August 31, 2021, and for the years ended March 31, 2021, March
31, 2020 and March 31, 2019, and the related notes and annexures, prepared in terms of the requirements of
Section 26 of Part I of Chapter III of the Companies Act, the SEBI ICDR Regulations and the Guidance Note
on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as amended from time to time. For
further information, see “Financial Statements” on page 217.

There are significant differences between the Ind AS, the International Financial Reporting Standards (the
“IFRS”) and the Generally Accepted Accounting Principles in the United States of America (the “U.S.
GAAP”). Accordingly, the degree to which the financial information included in this Prospectus will provide
meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
practices. Any reliance by persons not familiar with accounting standards in India, the Ind AS, the Companies
Act 2013 and the SEBI ICDR Regulations, on the financial disclosures presented in this Prospectus should
accordingly be limited. We have not attempted to quantify or identify the impact of the differences between the
financial data (prepared under Ind AS and IFRS/U.S. GAAP), nor have we provided a reconciliation thereof.
We urge you to consult your own advisors regarding such differences and their impact on our financial data
included in this Prospectus. For more information, please see “Risk Factors - Significant differences exist
between the Indian Accounting Standards and other accounting principles, such as Generally Accepted
Accounting Principles in the United States of America (US GAAP) and International Financial Reporting
Standards (IFRS), which may be material to investors' assessments of our financial condition” on page 55.

EBITDA, EBITDA Margin, Gross Debt, Net worth, Return on net worth, Net asset value per Equity Share and
segment results (the “Non-GAAP measures’) presented in this Prospectus are supplemental measures of our
performance and liquidity that are not required by, or presented in accordance with, Ind AS, IFRS or US
GAAP. Furthermore, these Non-GAAP measures, are not a measurement of our financial performance or
liquidity under Indian GAAP, IFRS or US GAAP and should not be considered as an alternative to net
profit/loss, revenue from operations or any other performance measures derived in accordance with Ind AS,
IFRS or US GAAP or as an alternative to cash flow from operations or as a measure of our liquidity. In
addition, Non-GAAP measures used are not a standardised term, hence a direct comparison of Non-GAAP
measures between companies may not be possible. Other companies may calculate Non-GAAP measures
differently from us, limiting their usefulness as a comparative measure.

19
Since our Company has issued NCDs which are listed on the debt segment of the NSE, in accordance with the
SEBI Listing Regulations, we are required to publish unaudited standalone financial results together with a
limited review report prepared by the auditors on a quarterly basis (“Limited Review Standalone Financial
Results”) in the format prescribed by SEBI and we have published such information for the three and six
month periods ended September 30, 2021. The Limited Review Standalone Financial Results is not comparable
to the Restated Consolidated Financial Information included in this Prospectus and investors were advised to
rely solely on our Restated Consolidated Financial Information for an assessment of our current financial
position.

All figures in decimals (including percentages) have been rounded off to one or two decimals. However, where
any figures may have been sourced from third-party industry sources, such figures may be rounded-off to such
number of decimal points as provided in such respective sources. In this Prospectus, (i) the sum or percentage
change of certain numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in
a column or row in certain tables may not conform exactly to the total figure given for that column or row. Any
such discrepancies are due to rounding off.

Unless stated or the context requires otherwise, any percentage amounts, as set forth in “Risk Factors”, “Our
Business” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” on
pages 24, 153 and 319, respectively, and elsewhere in this Prospectus have been calculated on the basis of the
Restated Consolidated Financial Information.

Currency and Units of Presentation

All references to “2”, “Rs.”, “INR” or “Rupees” are to Indian Rupees, the official currency of the Republic of
India.

All references to “US$” or “USD” are to United States Dollars, the official currency of the United States of
America.

All references to “S$” or “SGD” are to the Singapore Dollar, the official currency of the Republic of Singapore.
All references to “KHR” are to the Cambodian Riel, the official currency of the Kingdom of Cambodia.
All references to “PHP” are to the Philippine Peso, the official currency of the Republic of Philippines.

All references to “LKR” are to the Sri Lankan Rupee, the official currency of the Democratic Socialist
Republic of Sri Lanka.

All references to “Rp” are to the Indonesian Rupiah, the official currency of the Republic of Indonesia.

Certain numerical information has been presented in this Prospectus in “million” units. 1,000,000 represents
one million and 1,000,000,000 represents one billion.

Exchange Rates

This Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a
representation that these currency amounts could have been, or can be converted into Indian Rupees, at any
particular rate or at all.

The following table sets forth, for the dates indicated, information with respect to the exchange rate between the
Rupee and the respective foreign currencies:

 

 

 

 

 

 

 

Exchange rate as on
August 31, 2021 March 31, 2021 March 31, 2020 March 29, 2019
Currency ® ® ®@
1USD 73.15 73.50 75.39 69.17
1LKR 0.37 0.37 0.40 0.39
1SGD 54.63, 54.53, 52.94 51.23
1 PHP 1.47 1.51 1.37 1.31

 

 

 

 

 

20

 
 

 

 

 

 

 

Exchange rate as on
August 31, 2021 March 31, 2021 March 31, 2020 March 29, 2019
Currency @ @ @ @
1KHR 0.02 0.02 0.02 0.02
1Rp 0.01 0.01 0.01 0.01

 

 

 

 

 

‘Source: www.rbi.org.in, www.fbil.org.in and www1.oanda.com
* Exchange rate as on March 29, 2019 considered as exchange rate is not available for March 30, 2019 being a Saturday and March 31, 2019
being a Sunday

Industry and Market Data

Unless stated otherwise, industry and market data used in this Prospectus has been obtained or derived from
publicly available information as well as industry publications and sources such as reports titled “India ATM
Market Outlook to 2026” and “India Payment Services Market Outlook to 2026” each dated August, 2021, both
commissioned from Ken Research. The Ken Reports have been commissioned and paid for by our Company
for the purposes of confirming our understanding of the industry in connection with the Offer. Additionally,
certain industry related information in “Offer Document Summary”, “Industry Overview”, “Our Business”,
“Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operation”
on pages 13,116,153,24, and 319, respectively, has been derived from the Ken Reports.

For details of risks in relation to the Ken Reports, see “Risk Factors — We have referred to the data derived
from two industry reports commissioned and paid for by our Company from Ken Research which have been
used for industry-related data in this Prospectus” on page 52.

The data used in these industry sources may have been reclassified by us for the purposes of presentation. Data
from these sources may also not be comparable. Industry sources and publications are also prepared based on
information as of specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base their information on estimates and assumptions that may prove to be incorrect. The
extent to which the industry and market data presented in this Prospectus is meaningful depends upon the
reader’s familiarity with, and understanding of, the methodologies used in compiling such information. There
are no standard data gathering methodologies in the industry in which our Company conducts business and
methodologies and assumptions may vary widely among different market and industry sources. Such data
involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,
including those disclosed in “Risk Factors” on page 24. Accordingly, no investment decision should be made
on the basis of such information.

21
upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to
be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Accordingly,
‘we cannot assure investors that the expectations reflected in these forward-looking statements will prove to be
correct and given the uncertainties, investors are cautioned not to place undue reliance on such forward-looking
statements. None of our Company, our Directors, the Selling Shareholders, the Syndicate or any of their
respective affiliates has any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying
assumptions do not come to fruition. In accordance with the requirements of SEBI, our Company will ensure
that investors in India are informed of material developments from the date of the Red Herring Prospectus and
this Prospectus until the date of Allotment. The Selling Shareholders will severally and not jointly ensure that
investors are informed of material developments in relation to the statements and undertakings confirmed by
such Selling Shareholder from the date of the Red Herring Prospectus and this Prospectus until the date of
Allotment.

23
FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”, “estimate”, “intend”,
“likely” “objective”, “plan”, “propose”, “project”, “seek to”, “will”, “will continue”, “will pursue” or other
words or phrases of similar import. Similarly, statements that describe our Company’s expected financial
conditions, results of operations, strategies, objectives, business plans or goals are also forward-looking
statements. However, these are not the exclusive means of identifying forward looking statements. All forward-
looking statements are subject to risks, uncertainties and assumptions about our Company that could cause
actual results to differ materially from those contemplated by the relevant forward-looking statement.

 

 

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with expectations relating to and including, regulatory changes pertaining to the
industries in India in which we operate and our ability to respond to them, our ability to successfully implement
our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic
and political conditions in India which have an impact on its business activities or investments, the monetary
and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange
rates, equity prices or other rates or prices, the performance of the financial markets in India and globally,
changes in domestic laws, regulations and taxes and changes in competition in the industries in which we
operate, incidence of any natural calamities and/or acts of violence. Important factors that could cause actual
results to differ materially from our Company’s expectations include, but are not limited to, the following:

e the Offer Price, market capitalization to revenue multiple and price to earnings ratio may not be indicative
of the market price of our Company on listing;

e the continuing impacts of the COVID-19 pandemic or the outbreak of any other severe communicable
disease;

¢ — our reliance on customers in the banking sector in India and any adverse development in the growth of the
number of ATMs/CRMs or the usage of ATMs in India;

© our top customers suffering a deterioration of their business, ceasing to do business with us or substantially

reducing their dealings with us;

any decrease in the use of cash as a mode of payment;

our ability to generate income from fee-based activities;

our reliance on consumers using one or more of our services, consumer preferences and behaviours;

implementation of new regulations or changes to existing laws and regulations impacting our business;

continuation of our relationship with Diebold Nixdorf;

outcome of legal proceedings pending against us;

changes in interchange fees by the NPCI or other potential regulatory changes;

our exposure to fraud and other security risks, where our insurance coverage may not adequately protect

us;

our ability to implement our business strategies;

our ability to effectively compete against current and future competitors;

our ability to manage risks arising from our cash management business;

our reliance on third parties for certain services and any disruption, deficiency in service or increase in cost

of such services;

¢ our ability to meet obligations under our debt financing arrangements and our ability to raise additional
capital;

¢ our ability to attract and retain key personnel;

e risks arising from changes in interest rates, currency fluctuations and inflation; and

© — general economic and business conditions in India and other countries.

For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk
Factors”, “Our Business” and “Management's Discussion and Analysis of Financial Condition and Results of
Operations” on pages 24, 153 and 319, respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual gains or
losses could materially differ from those that have been estimated.

Forward-looking statements reflect the current views of our Company as of the date of this Prospectus and are

not a guarantee of future performance. These statements are based on our management’s beliefs and
assumptions, which in turn are based on currently available information. Although we believe the assumptions

22
SECTION II: RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. Prospective investors should carefully
consider all information in this Prospectus, including the risks and uncertainties described below, before
making an investment in the Equity Shares. If any or some combination of the following risks actually occur,
our business, prospects, financial condition and results of operations could suffer, the trading price of the
Equity Shares could decline and prospective investors may lose all or part of their investment. Investors in the
Equity Shares should pay particular attention to the fact that we are subject to extensive regulatory
environment that may differ significantly from one jurisdiction to other.

We have described the risks and uncertainties that our management believes are material, but these risks and
uncertainties may not be the only ones we face. Some risks may be unknown to us and other risks, currently
believed to be immaterial, could be or become material. To obtain a complete understanding of our business,
prospective investors should read this section in conjunction with the sections “Our Business”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements”
beginning on pages 153, 319 and 217, respectively. In making an investment decision, prospective investors
must rely on their own examination of our business and the terms of the Offer, including the merits and risks
involved. Prospective investors should consult their tax, financial and legal advisors about the particular
consequences to them of an investment in our Equity Shares.

This Prospectus also contains forward-looking statements, which refer to future events that involve known and
unknown risks, uncertainties and other factors, many of which are beyond our control, which may cause the
actual results to be materially different from those expressed or implied by the forward-looking statements. See
“Forward-Looking Statements” on page 22. Unless specified or quantified in the relevant risk factors below,
we are not in a position to quantify the financial or other implications of any of the risks described in this
section. Unless otherwise stated, the financial information used in this section is derived from our Restated
Consolidated Financial Information.

Unless otherwise indicated, industry and market data used in this section has been derived from the Ken
Reports prepared and released by Ken Research, which has been commissioned and paid for by us only for the
purposes of understanding the industry exclusively in connection with the Offer. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the Ken Reports and included herein
with respect to any particular year refers to such information for the relevant financial year. Our financial year
commences on April 1 and ends on March 31 of the subsequent year, and references to a particular financial
year are to the 12 months ended March 31 of that year. Financial information for the five months ended August
31, 2021 is not indicative of full year results and is not comparable with the annual financial statements
presented in this Prospectus.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the
financial or other implications of any of the risks described in this section. Unless otherwise stated, or the
context otherwise requires, the financial information used in this section is derived from our Restated
Consolidated Financial Information.

To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also have the
effect of heightening many of the other risks described in this section, such as those relating to levels of
consolidated indebtedness and our ability to comply with the covenants contained in the agreements that govern
our indebtedness.

INTERNAL RISK FACTORS

1. The Offer Price, market capitalization to revenue multiple and price to earnings ratio based on the
Offer Price of our Company may not be indicative of the market price of our Company on listing or
after the Offer.

For the financial year 2021, our revenue from operations and profit/ (loss) for the year attributable to
equity shareholders was % 17,589.44 million and % 547.92 million, respectively, and for the five months
ended August 31, 2021 was = 7,534.00 million and % (181.05) million, respectively, and our market
capitalization to revenue from operations (for the financial year 2021) multiple is 1.20 times, and our
price to earnings ratio (based on our restated profit / (loss) after tax for the financial year 2021) is 38.46
at the upper end of the price band. The Offer Price of the Equity Shares is proposed to be determined on
the basis of assessment of market demand for the Equity Shares offered through a book-building process
and certain quantitative and qualitative factors as set out in the section titled “Basis for Offer Price” on
page 108. The Offer Price, multiples and ratios may not be indicative of our market price on listing or
thereafter.

24
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on
the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market
for the Equity Shares.

Any valuation exercise undertaken for the purposes of the Offer by us and the Promoter Selling
Shareholders, in consultation with the Book Running Lead Managers, is not based on a benchmark with
our industry peers. The relevant financial parameters based on which the Price Band would be
determined, shall be disclosed in the advertisement that would be issued for publication of the Price
Band.

The market price of the Equity Shares may be subject to significant fluctuations in response to, among
other factors, variations in our operating results, market conditions specific to the industry we operate in,
developments relating to India, announcements by us or our competitors of significant acquisitions,
strategic alliances, our competitors launching new products or superior products, COVID-19 related or
similar situations, announcements by third parties or governmental entities of significant claims or
proceedings against us, volatility in the securities markets in India and other jurisdictions, variations in
the growth rate of financial indicators, variations in revenue or earnings estimates by research
publications, and changes in economic, legal and other regulatory factors.

The Coronavirus Disease 2019 (COVID-19) pandemic has had and may continue to have certain
adverse effects on our business, operations, cash flows and financial condition. The continuing
impacts of Coronavirus Disease 2019 (COVID-19) are unpredictable and could be significant, and the
extent to which it or the effect of outbreaks of any other severe communicable disease may continue to
do so in the future is uncertain and cannot be predicted.

The Coronavirus Disease 2019 (“COVID-19”) pandemic has impacted, and will likely continue to
impact, most countries, including India, and has resulted in substantial volatility in global financial
markets, increased unemployment and operational challenges, such as the temporary closures of
businesses, sheltering-in-place directives and increased remote work protocols, which have significantly
slowed down economic activity. According to Ken Research, the Indian economy declined by 2.9% in
the financial year 2021, as a result of the COVID-19 pandemic.

On March 14, 2020, the Gol declared COVID-19 as a “notified disaster” and initiated a nation-wide
lockdown beginning March 25, 2020 for three weeks which was extended to May 31, 2020. The
lockdown was periodically extended to varying degrees by state governments and local administrations.
Although ATMs and cash services were declared as essential services and remained functional
throughout the lockdown, the lockdown, including shutdown of public transportation, hampered our
business and field operations and caused underutilization of our capacity. Our revenue from AMC
services and upgrades decreased by 20.0% to 2 1,873.32 million for the financial year 2021 from
2,340.70 million for the financial year 2020, as a result of less orders from customers of our banking
services on account of lockdowns due to the COVID-19 pandemic. Our revenue from Banking
Automation Solutions also decreased by 24.2% to % 1,598.35 million for the financial year 2021 from
% 2,108.72 million for the financial year 2020, primarily due to a decrease in revenue from ATM and
ATM sites and less orders from customers for banking services and upgrades arising from lockdowns as
a result of the COVID-19 pandemic. For a discussion of our results of operations in the financial year
2021, see “Management's Discussion and Analysis on the Financial Condition and Results of
Operations — Our Results of Operations — Financial Year 2021 Compared to Financial Year 2020” on
page 345. Further, our total outstanding trade and unbilled receivables, which consists of trade
receivables and unbilled receivables, increased by 31.3% from % 6,159.42 million as of March 31, 2020
to % 8,088.24 million as of March 31, 2021, and was 7,704.61 million as of August 31, 2021, primarily
due to delays in collections on account of lockdowns due to the COVID-19 pandemic and certain other
factors. See “— Any delay or default in client payment could result in the reduction of our profits.” on
page 41.

 

A second wave of COVID-19 beginning in March 2021 became more severe and widespread than the
first wave during 2020, with many geographies experiencing shortages of vaccines, hospital beds and
oxygen. This second wave also resulted in additional lockdowns throughout India. As a result of this
second wave of COVID-19 cases and associated lockdowns, our business and field operations were
similarly hampered.

As a result of the lockdowns, a number of our POS merchants, partners and vendors temporarily ceased
their operations. Further, there is significant uncertainty regarding the duration and long-term impact of
the COVID-19 pandemic, as well as possible future responses by the Indian Government, which makes it

25
impossible for us to predict with certainty the impact that COVID-19 will have on our business and
operations in the future. For example, we cannot estimate the impact that the ongoing wave of the
Omicron variant of COVID-19 (or any future variants) could have, including further lockdowns and
other effects on our business and field operations.

The COVID-19 pandemic has affected, and may continue to affect, our business, results of operations
and financial condition in a number of ways, such as:

e reluctance to use cash in transactions, and therefore less withdrawal of cash from ATMs in
general as a result of significantly reduced movement;

e the reduction in demand for and usage of our cash management services, including especially
our cash pick-up, door-step banking and cash in transit services, as a result of a reduction in the
number of ATM transactions and closure of all major non-essential organised retail stores;

* usage overload of certain of our user platforms, applications, servers and other infrastructure
due to increased usage of our digital payments solutions;

e decreased usage of our transit-linked payment solutions, such as FastLane, as a result of
reduced movement and travel;

e decreased usage of our POS-based solutions across our POS network, due to reduced
movement and in-person purchases with our merchants;

e difficulty in setting up and expanding our POS-based solutions, due to restrictions on venue
capacity and travel;

e adverse effects to our growth rates and on profitability and cash flows, particularly if our
operating expenses do not decrease at the same pace as revenue declines; we may not be able to
decrease our expenses significantly in the short- term and as such would need to suffer delays
in making payments, or we may choose not to significantly reduce them in an effort to remain
focused on long-term outlook and investment opportunities;

«increased vulnerability to cyber-security threats and potential breaches, including phishing
attacks, malware and impersonation tactics, resulting from the increase in numbers of
individuals working from home;

© uncertainty regarding the conditions that must be satisfied before government authorities
completely lift “stay-at-home” orders and further imposition of such orders as a result of the
resurgence of COVID-19 since March 2021;

e delays in its trade receivable collection, thereby leading to a delay in its remittance of liabilities
including goods and service tax (GST) dues and consequential
suspension/cancellation/inactivation in certain states;

«potential negative impact on the health and safety of our personnel, particularly because a
number of them were and could in future be afflicted by COVID-19, which could result in a
deterioration in our ability to ensure business continuity during this disruption; and

e the rapid shift to remote working and social distancing created inherent operational,
productivity, connectivity and oversight challenges; accordingly, the changed environment
under which we are operating could have an adverse effect on our internal controls over
financial reporting, our ability to ensure business continuity during this disruption, our ability
to meet a number of our compliance requirements in a timely manner, and the operations of our
customers and other third parties.

In response to the COVID-19 pandemic, we initiated business continuity processes, such as increasing
our focus on digital initiatives and increasing our digital footprint, specifically in the OMC sector. We
also initiated tracking procedures, enforced restrictions on business travel and circulated advisory notices
and instructions to all employees. Should we continue to experience the impact of the COVID-19
pandemic, including in connection with the “second wave”, we may be unable to continue to track,
monitor and assist employees, or undertake business continuity processes as successfully as we have in
the past.

The extent to which the COVID-19 pandemic impacts our business and results will depend on future
developments, which are highly uncertain and cannot be predicted, such as new strains, variants or
additional waves of the COVID-19 virus, new information which may emerge concerning the severity of
the coronavirus, the actions taken globally to contain the coronavirus or treat its impact and vaccine
distribution and effectiveness rates. Further, the effect on our business, operations and financial
performance may be difficult to predict and may vary significantly from that estimated by our
management from time to time, and any action to contain or mitigate such effect, whether government-
mandated or opted by us may not have the anticipated impact or may fail to achieve its intended purpose

26
altogether. For example, in response to the COVID-19 pandemic, the RBI allowed banks and lending
institutions to offer moratoriums to their customers to defer payments under loan agreements until
August 31, 2020. Pursuant to such measures, we availed a moratorium for loans representing 4.8% of our
total borrowings as of March 31, 2021. We resumed payment on such loans, in tranches, upon the
expiration of the moratorium on August 31, 2020. In addition, the COVID-19 pandemic has also
adversely impacted our ability to make payments to our employees in respect of their salaries,
reimbursements and statutory dues for the five months ended August 31, 2021 and the financial years
2021 and 2020. For further details, see “—Our business and results of operations could be adversely
affected by any disputes with our employees, customers or vendors. Further, we have experienced delays
in making payments to vendors and of salaries, reimbursements and statutory dues to our employees,
which may adversely affect our reputation, cash flows, financial condition and results of operations” on
page 36. Existing insurance coverage may not provide protection for all costs that may arise from all
such possible events. Additionally, if any one or more of our employees are identified as a possible
source of spreading COVID-19 or any other similar epidemic, we may be required to quarantine
employees that are suspected of being infected, as well as others that have come into contact with those
employees, which could have an adverse effect on our business, results of operations, cash flows and
financial condition.

Our Board had previously approved our restated consolidated financial information as at and for the five
month period ended August 31, 2021 and as at and for the years ended March 31, 2021, 2020 and 2019
(the “Original Restated Consolidated Financial Information”), which included a note relating to the
management’s assessment of the impact of COVID-19 on the business of our Company, our Subsidiaries
and Associate. Our Statutory Auditors had issued an examination report on the Original Restated
Consolidated Financial Information on November 22, 2021. We have subsequently revised the Original
Restated Consolidated Financial Information to update the note relating to the management’s
reassessment of the impact of COVID-19 (see Note 51 of Annexure VI of the Revised Restated
Consolidated Financial Information) which has been approved by our Board at its meeting held on
January 6, 2022. Our Statutory Auditors have issued an examination report relating to the Revised
Restated Consolidated Financial Information on January 6, 2022, which supersedes their examination
report dated November 22, 2021 (relating to the Original Restated Consolidated Financial Information).

We derive a significant portion of our revenues from our customers in the banking sector in India.
Consequently, any adverse development in the growth of the number of Automated Teller Machines
(ATMs) or the usage of Automated Teller Machines (ATMs) in India could have an adverse effect on
our business, results of operations, cash flows and financial condition.

We derive a significant portion of our revenues from our customers in the banking sector in India. Our
banking sector operations comprise Banking Automation Solutions, which includes the supply and
installation of ATMs and other automated banking products, ATM site development and the provision of
services, including maintenance, software and hardware upgrades and spare parts, and Payment
Solutions, which includes ATM and CRM outsourcing and managed services, cash management services,
iCDs, digital payment services which include toll and transit solutions, transaction switching services,
services through POS machines and agency banking. For the five months ended August 31, 2021, and
financial years 2021, 2020 and 2019, our aggregate revenue from our customers in the banking sector
were 66.9%, 68.1%, 71.7% and 70.8% of our total revenue from operations, respectively. The success of
our business thus depends on various factors, including the ability of the banks to grow and maintain
their existing ATM network in India, the demand for ATM services, our ability to successfully sell,
deploy, operate, maintain and manage ATMs and ATM sites, our relationship and commercial
negotiations with banks and financial institutions, consumer spending habits, such as carrying out
transactions at ATMs, and macroeconomic conditions in India and globally. Government policies may
also affect our business. For example, the Government of India’s demonetization of the currency in
November 2016 led to a shortage of currency circulation and a decline in the number of transactions on
the ATM network, slowing the growth of the ATM managed services market during the financial year
2017. Recently, during the lockdowns imposed as a result of the COVID-19 pandemic, cash in
circulation increased. However, due to reduced movement during the lockdowns and reluctance to use
cash in transactions, this led to less withdrawal of cash from ATMs in general. In addition, as new
banking licences for potential entrants to the banking industry are difficult to obtain in India, our
customer pool may be limited, which could also have an adverse effect on our growth.

Further, under our current arrangements with banks, we either derive our fees on a lump sum basis or on
the basis of the number of successful financial and, in certain cases, non-financial transactions at an
ATM. In cases where we derive our revenues on a per transaction basis, our transaction fees are

27
determined through negotiations between us and our customers and could be reduced over time due to
factors such as increased competition and lower demand for cash-based services and availability of other
technology solutions. Further, under certain arrangements with banks, such transaction fees are not
automatically adjusted for increases in our costs, including due to inflation. In addition, regardless of the
number of transactions at an ATM, we continue to pay certain fixed costs such as rent and electricity, as
well as recognize depreciation on such assets.

Consequently, any adverse development in the growth of the number of ATMs in India, reduction in
transaction fees or a decline in the usage of the ATMs managed, operated and maintained by us could
have an adverse effect on our business, results of operations, cash flows and financial condition.

We derive a substantial portion of our revenues from a limited number of customers. If one or more of
our top customers were to suffer a deterioration of their business, cease doing business with us or
substantially reduce its dealings with us, our revenues could decline, which may have an adverse
effect on our business, results of operations, cash flows and financial condition.

The following table sets out our revenues from certain of our customers, namely ICICI Bank Limited,
Bank of Baroda and Axis Bank Limited, each of whom constituted more than 10% of our total income
for the five months ended August 31, 2021 and the financial years 2021, 2020 and 2019:

(2 in millions, except for percentages)

 

 

 

 

 

 

 

 

Five months ended Financial Years
August 31, 2021
2021 2020 2019

Customers % of % of % of % of
Revenue Revenue Revenue Revenue

Revenue | “from | Revenue | gon | Revenue | “gon | Revenue | “on

Operations Operations Operations Operations

ICICI Bank Limited | 1,118.87 14.9% | 3,134.11 17.8% | 3,926.26 21.8% | 3,907.24 21.6%
‘AXIS Bank Limited 974.48 12.9% | 2,542.99 145% | 2,438.01 13.5% | 2,021.26 11.2%
Bank of Baroda 735.96 5.8% | 1,252.11 71% | 1,459.06 8.1% | 2,233.81 12.4%

 

 

 

 

 

 

 

 

 

For the five months ended August 31, 2021, and financial years 2021, 2020 and 2019, we derived an
aggregate of % 4,624.86 million, % 11,042.60 million, % 11,270.23 million and % 12,212.75 million of
revenue from our top 10 customers, constituting 61.4%, 62.8%, 62.6% and 67.6% of our revenue from
operations, respectively. Accordingly, a significant percentage of our future revenues will depend upon
the successful continuation of our relationship with these customers.

Our contracts with such top 10 customers have terms ranging from two to 10 years (with an option to
renew or extend such term at the discretion of the customer, and in certain cases, at the option of the
Company), and may be terminated for, among other reasons, (i) the discretion of one party with prior
notice, (ii) liquidation, bankruptcy or insolvency of one party or the appointment of any trustee, receiver
or liquidator, (iii) default in performance obligations (such as timelines and minimum quality standards)
under the relevant contractual terms, (iv) any fraud or unfair practices being carried out by the Company,
(v) loss of customer’s reputation due to actions attributable to the Company, (vi) attachment or seizure of
substantially all assets of the Company, (vii) disruption by a force majeure event, (viii) violation of
applicable law by the Company in connection with the discharge of its contractual obligations, (ix) it
becoming unlawful for either party to perform its obligations by operation of law, (x) the security
provided under the terms of the contract (such as bank guarantees) ceasing to be enforceable, (xi) the
Company ceasing to do business in the normal course or (xii) performance of contract by the Company in
an unsatisfactory manner resulting in a levy of penalties beyond a stipulated threshold. Further, in
accordance with the terms of an agreement with one of our top 10 customers in the banking sector, we
are required to facilitate the grant of guarantees availed from one or more banks in connection with the
provision of managed support services to such customer and have not yet provided the requisite
guarantee, but are engaging with such customer on the amount and timing of the submission of such
guarantee. We cannot assure you that we will be able to provide the guarantee in the amount and at the
time required to provide it, which could have an adverse effect on our relationship with such customer
and the amounts payable by them and, as such, on our revenue from operations. The loss of any of our
major customers, due to our inability to renew our contracts with them or failure to secure a large order
from them, or a decision by any one of them to reduce the number of ATMs supplied, maintained,
operated or managed by us in their locations could result in a decline in our revenues. Further, if any of
our major customers’ financial conditions were to deteriorate in the future, and as a result, one or more of

28
these customers was required to close their ATMs at a significant number of locations or put their
expansion plans on hold, our revenues would be significantly affected.

Although there have been no past instances of termination of arrangements with our top 10 customers in
the last three financial years, our major customers may elect not to renew their contracts upon expiration.
Even if such contracts are renewed, the renewal terms may be less favourable to us than the current
contracts. If any of our major customers fails to renew its contract upon expiration, or if the renewal
terms with any of them are less favourable to us than under our current contracts, it could result in a
decline in our revenues and profits, which may have an adverse effect on our business, results of
operations, cash flows and financial condition.

A decrease in the use of cash as a mode of payment could have an adverse effect on our business,
results of operations, cash flows and financial condition.

Our business and results of operations are significantly dependent on the maintenance and growth of the
ATM network in India and on the use of cash as a mode of payment. While some of our agreements with
our banking customers provide for payment on a lump sum basis, we derive our revenues from our other
agreements on the basis of the number of transactions at the ATMs that we manage and operate.
Consequently, the proliferation of payment options other than cash, including credit cards, debit cards,
stored-value cards, mobile payments and on-line purchase activity, could result in a reduced need for
cash in the marketplace and a decline in the need for ATMs in the country. The demonetization of the
currency in November 2016 also led to a shortage of currency circulation in the short term and adversely
affected the ATM managed service market. In addition, the COVID-19 pandemic has reduced the
number of transactions at our ATMs under our outsourcing and managed services model, as a result of
significantly reduced movement and reluctance to use cash in transactions and therefore withdraw cash
from ATMs in general. See “— The Coronavirus Disease 2019 (COVID-19) pandemic has had and may
continue to have certain adverse effects on our business, operations, cash flows and financial condition.
The continuing impacts of Coronavirus Disease 2019 (COVID-19) are unpredictable and could be
significant, and the extent to which it or the effect of outbreaks of any other severe communicable disease
may continue to do so in the future is uncertain and cannot be predicted.” on page 25. In the event of a
decline in the use of cash as a mode of payment, our banking customers may decide not to expand their
ATM network or may downsize their current ATM network.

We undertake fee-based activities and our financial performance may be adversely affected by an
inability to generate income from such activities.

The primary drivers of our revenue are the fees that we charge for our products and services, and the
volume achieved of such fees. The fees we charge our customers can depend upon a number of factors
that are, in part, within our control, which can include our overall business strategy, our expenses related
to a particular transaction type, the volume of transactions for a product or service (where the greater the
number of expected transactions will typically result in us setting a smaller fee, and vice versa), or
promotions that we may be running at any given time. Further, they also depend upon a number of
external factors, which can include general macro-economic conditions, the market value of certain
infrastructure, the supply or demand for a product and service, regulatory instructions (for example,
interchange fees on ATMs and merchant discount rates on RuPay debit cards imposed by the RBI and
NPCI), changes in general banking activity and competitive factors with certain other payments or
fintech companies. Competitive factors in particular, have and may continue to have an adverse effect on
our ability to charge higher fees to improve our margins.

In addition, due to us charging our fees primarily on per transaction basis, the volume of transactions that
we record is a primary driver of our revenue. The volume of transactions depend upon a number of
factors that are, in part, within our control, which can include the number of and availability of customer
touchpoints, the usability of our customer-facing technology and the reliability and capacity of such
technology to handle large volumes of transactions, our marketing efforts and customer care initiatives,
and the extent to which our customer touchpoints represent our brand in a positive manner. Further, the
volume of transactions also depend upon a number of external factors, which can include general macro-
economic conditions, critical technology and power infrastructure, government initiatives regarding
financial inclusion, digitization of transactions and payments in India, changes in general banking
activity and competition.

If we are unable to manage and plan for the factors within and out of our control, we may not adequately
set our fee structure to cover all or some of our costs or miss revenue generating opportunities, or even
where adequately set, we may miss opportunities to increase volume, each of which may adversely affect
our business, financial condition, results of operations and cash flows.

29
We rely on consumers using one or more of our services, and are thus vulnerable to changes in
consumer preferences and behaviour that could adversely affect our profitability and financial
condition.

As we rely on consumers using one or more of our services, our business may be affected by
rapidly-changing consumer preferences. Our results of operations depend on our ability to attract
customers by anticipating, gauging and responding to such changes in consumer preferences. We may be
increasingly dependent on consumer preferences, as we intend to pivot from “payment-as-a-service” to
“payment-as-a-convenience”, focus on customer acquisition, and cross-sell VAS to our customers. See
“Our Business — Our Strategies — Pivot from Payments-as-a-Service to Payments-as-a-Convenience
through our Ongo Card and Ecosystem” on page 160. In ascertaining consumer preferences, we may rely
on information furnished to us by or on behalf of merchants, partners and customers. We cannot assure
you that we would be able to receive updated and accurate information, and be able to interpret it
appropriately. If we are unable to anticipate, gauge and respond to changing consumer preferences, or if
we are unable to adapt our services to such changes in a timely manner, we may lose or fail to attract
customers, who may prefer our competitors. This may adversely affect our business, financial condition,
results of operations and cash flows.

The industries in which we operate are highly regulated by the Reserve Bank of India and other
government agencies. Implementation of new regulations or changes to existing laws and regulations
regarding our services could have an adverse effect on our business, results of operations, cash flows
and financial condition.

Our business of supply, installation and maintenance of ATMs is highly dependent on the regulatory
policies framed by the RBI from time to time. The RBI, pursuant to a circular dated June 12, 2009,
permitted banks to open off-site ATMs without RBI approval subject to certain conditions. Any
restrictive change in this policy could adversely affect the industry in which we operate and our
operations. Under certain of our contracts, we are responsible for the ATM site identification and
deployment, installation, ownership and management services for the ATM on behalf of the customer
banks. In the event that the RBI either restricts the banks from utilising the assistance of third parties for
the installation and maintenance of ATMs, or restricts the number of ATMs which can be set up by the
banks, our business, results of operations, cash flows and financial condition could be adversely affected.

In addition, various other aspects of our business, such as our electronic payments infrastructure and
usage of such networks by our banking, retail and petroleum customers, are highly regulated by the RBI
and other government agencies. In December 2017, the RBI rationalized and capped the fees that we are
able to charge merchants for debit card and QR code transactions. Further, pursuant to a circular from the
RBI dated August 10, 2021 which will take effect on October 1, 2021, a penalty of % 10,000 per ATM
will be levied on the relevant bank in the event of a cash-out situation of more than 10 hours in a month
at such ATM, and banks must issue system-generated statements in respect of downtime of ATMs on a
monthly basis. Our Company’s outsourcing and managed services businesses involve maintenance and
management of ATMs, while SVIL provides cash management services including cash replenishment,
cash pick-up, cash-in-transit, cash vaulting and cash processing. If a cash-out situation at an ATM is
caused by us, the relevant bank may seek to recover damages from us, including the recovery of any
penalty paid to the RBI.

Our subsidiary, ITSL, also obtained a PPI authorization from the RBI on May 30, 2014 to issue and
operate semi-closed pre-paid payment instruments as part of its digital payments operations until May 31,
2019. In a letter dated May 21, 2021, the RBI renewed ITSL’s authorisation on a perpetual basis. Under
the applicable RBI regulations, the holder of such authorization is required to comply with various
conditions, including ongoing compliance and reporting requirements. Further, the Gol, pursuant to a
notification dated January 28, 2020, has mandated that all RuPay debit card transactions be free of
charge, and we are therefore no longer able to charge fees on such transactions. We are also required by a
Gol circular dated December 16, 2016 and subsequent notifications by public OMCs to provide a 0.75%
cashless discount to debit card holders on their fuel transactions, which we then require the OMCs to
reimburse. If we are unable to claim such reimbursements in full, our profit margins may be affected.

We may not be able to comply with the relevant regulatory requirements, and the RBI and other
government agencies may impose certain penalties including suspension, revocation or termination of the
relevant approvals in the event of a default by us in complying with such terms and conditions. For
example, on June 30, 2014, we were granted a certificate of registration by the RBI to set up, own and
operate white label ATMs. As part of the conditions of such registration, our Company was required to

30
10.

adhere to certain conditions, including targets for the number of white label ATMs to be deployed by our
Company within specified periods of time, as well as ensuring that, within a specified timeline, the white
label ATMs that we deployed were enabled to process EMV chips and PIN cards. The RBI, by way of its
letter dated December 18, 2019, noted that we had not complied with the conditions of the certificate of
authorization granted to our Company, stating that our Company had deployed much fewer ATMs, on an
on-going basis, than as specified in the targets prescribed and applicable to us, and that our ATMs were
not enabled to process EMV chips and PIN cards within the specified timeline. In response, our
Company provided the RBI with reasons for its failure to comply with such conditions, including the
reduction of interchange fees and issues pertaining to cash sourcing, which were not accepted by the
RBI. Accordingly, the RBI, through a letter dated March 4, 2021, revoked our Company’s authorization
as a white label ATM operator. The revenue from our white label ATM business was 211.49 million,
%3.44 million and 22.00 million for the financial years 2021, 2020, and 2019, constituting 0.07%, 0.02%,
0.01% of our total revenue from operations, respectively. Although we are in compliance with all the
RBI circulars mentioned in this Risk Factor except as disclosed above as of the date of this Prospectus,
and there have been no past instances of penalties imposed on us with respect to non-compliance with the
regulatory requirements prescribed by the RBI and other Government agencies in the last three financial
years except as disclosed above, we cannot assure you that such non-compliances will not occur in the
future. Any penalties, cancellations or terminations of licenses, approvals and registrations held by us and
our Subsidiaries could have an adverse effect on our reputation and our ability to operate and manage our
business and may have an adverse effect on our business, results of operations, cash flows and financial
condition.

See “Key Regulations and Policies”, “Outstanding Litigation and Material Developments” and
“Government and Other Approvals” on pages 177, 358 and 384, respectively.

We will not directly receive any proceeds from the offer for sale. The Selling Shareholders, including
the Promoter Selling Shareholder, will receive the Offer proceeds, net of Offer expenses.

The Offer consists of an offer for sale. The Selling Shareholders shall be entitled to the net proceeds from
the Offer, which comprise proceeds from the Offer net of Offer expenses shared by the Selling
Shareholders, and our Company will not directly receive any proceeds from the Offer. Our Company and
Mr. Ravi B. Goyal (the Promoter Selling Shareholder) have entered into an agreement dated August 16,
2021, as amended, pursuant to which Mr. Ravi B. Goyal has agreed to purchase the VEPL CCPS
currently held by our Company from his share of the Offer Proceeds, net of expenses. Our Company
proposes to utilize such sale proceeds from the sale of VEPL CCPS primarily to redeem the outstanding
Listed NCDs issued by our Company. The sale of VEPL CCPS from our Company to Mr. Ravi B. Goyal
is proposed to be completed prior to listing of the Equity Shares. See “Objects of the Offer” on page 104.
If Mr. Ravi B. Goyal is unable to purchase the VEPL CCPS currently held by our Company, we may not
be able to redeem the outstanding Listed NCDs. See “— We have a substantial amount of outstanding
indebtedness, which requires significant cash flows to service, and limits our ability to operate freely.”
on page 43 and “History and Certain Corporate Matters — Other Agreements” on page 190.

There are outstanding legal proceedings involving our Company, our Directors, our Subsidiaries and
one of our Promoters.

There are outstanding legal proceedings involving our Company, our Directors, our Subsidiaries and one
of our Promoters. These proceedings are pending at different levels of adjudication before various courts,
tribunals, enquiry officers and appellate tribunals. The brief details of such material outstanding
litigations are as follows:

Litigation involving our Company

 

 

 

 

 

 

 

 

S.no. Nature of proceedings Nos en eee Gn
Litigation by our Company

t Criminal proceedings 63 66.20
2. Material civil cases ‘ 10
Litigation against our Company

i. Criminal proceedings i0 0.00
= Action taken by statutory and regulatory authorities 25* 0.00

 

 

 

 

31

 
 

No. of outstanding

‘Amount involved (in

 

 

S.no. Nature of proceedings siroeeediiiga 2 million)”
3. Taxation cases 35, 2,904.66
4. Material civil cases Nil 0.00

 

ATo the extent ascertainable

* Including 9 matters which are also disclosed under Criminal cases

 

Litigation involving our Subsidiaries

 

No. of outstanding

‘Amount involved (in

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S.no. Nature of proceedings proceedings z million)
Litigation by our Subsidiaries
T Criminal proceedings 81 387.46
2. Material civil cases Nil 0.00
Litigation against our Subsidiaries
T Criminal proceedings 8 0.00
= Action taken by statutory and regulatory authorities 28* 1.83
3. Taxation cases me 42.91
4. Material civil cases 28 55.94
‘To the extent ascertainable
* Including one matter which is also disclosed under Material civil cases
Litigation involving our Directors
S.no. Nature of proceedings = Sa ener (in
Litigation by our Directors
1. Criminal proceedings Nil 0.00
zs Material civil cases 1 10.00
Litigation against our Directors
T Criminal proceedings 13 0.00
2. Action taken by statutory and regulatory authorities 5 0.00
3. Taxation cases 2 9.46
4. Material civil cases t 0.00
ATo the extent ascertainable
Litigation involving our Promoters
S.no. Nature of proceedings a so ao ae (a
Litigation by our Promoters
TL Criminal proceedings Nil 0.00
2. Material civil cases 1 10
Litigation against our Promoters
1 Criminal proceedings 12 0.00
Zz Action taken by statutory and regulatory authorities 5 0.00
3. Taxation cases 3 246.44
4. Material civil cases 1 0.00
‘To the extent ascertainable

 

32

 

 
11.

12.

Our Group Companies are not party to any pending litigation proceedings which may have a material
impact on our Company.

In relation to such outstanding litigation matters involving our Company, Directors, Subsidiaries and
Promoter, while the amounts and interests levied thereon to the extent ascertainable and involved in these
matters have been mentioned above, the amounts and interests involved in many pending litigations are
not ascertainable or quantifiable and are hence not disclosed. Further, our Company does not consider the
entire amount involved or unquantifiable amount in respect of outstanding litigations to be a present or a
potential liability and hence contingency for the entire amount has not been provided for in the books of
our Company. For further details of such outstanding litigation against our Company, Directors,
Subsidiaries and Promoter, see “Outstanding Litigation and Material Developments” on page 358.

Such proceedings could divert management time and attention, and consume financial resources in their
defence or prosecution. Further, an adverse outcome in any of these proceedings may affect our
reputation, standing and future business, and could have an adverse effect on our business, prospects,
results of operations and financial condition. We cannot assure you that any of these proceedings will be
decided in favour of our Company, Directors, Subsidiaries or Promoter, or that no further liability will
arise out of these proceedings.

Any adverse development or discontinuance of our relationship with Diebold Nixdorf (together with its
affiliates, “Diebold”), which contributes substantially to our business, could have an adverse effect on
our business, results of operations, cash flows and financial condition.

We entered into two cooperation agreements with Diebold Nixdorf Pte. Ltd. (together with its affiliates,
“Diebold”) on July 15, 2015, pursuant to which we started manufacturing our own cash dispensers in
India. Under the SKD Cooperation Agreement, if we fail to procure the specified minimum number of
units of semi-knock down kits by the end of each of calendar years 2021 and 2022, we must pay
liquidated damages of US$92.0 per shortfall unit. Although there have been no past instances of
payments of liquidated damages by us to Diebold Nixdorf in the last three financial years, we cannot
assure you that we will not be required to make such payments in the future. For further details of the
cooperation agreements with Diebold, please refer to “Our Business — Description of our Business — Our
Suppliers and Technology Partners” on page 173. Further, Diebold may terminate the SKD Cooperation
Agreement if we breach any provision thereof, or if steps are taken to wind up a party to the SKD
Cooperation Agreement. If Diebold terminates or ceases its relationship with us, supplies its products
either directly or to other parties, or appoints another company to assemble its products within India, we
may lose some or all of our market share and our business, results of operations, cash flows and financial
condition could be adversely affected. Further, the termination, non-renewal or non-extension of our
arrangement with Diebold may cause us to default on our obligations under our various customer
contracts. This may make us liable for breach of contract and damages, and expose us to various legal
proceedings, which could have an adverse effect on our business, results of operations, cash flows and
financial condition.

Any changes in interchange fees by the National Payments Corporation of India (NPCI), or through
potential regulatory changes or otherwise, may have an adverse effect on our business, results of
operations, cash flows and financial condition.

Interchange fees, which are the fees charged by one bank for usage of another bank’s ATM card on its
ATM machines, are set by the NPCI, an organisation established and regulated by the RBI, in
consultation with the Indian Banking Association, which operates for the benefit of its member banks
and which has been authorized by the RBI in this respect. Banks that outsource their ATM operations to
companies such as ours typically pay on a per transaction basis to ATM operators. Such per transaction
fee is dependent on the interchange fee, as the banks would typically consider such amount when they
negotiate the fee that they would be required to pay an external ATM operator. Pursuant to a directive
from the RBI dated June 10, 2021, there was an increase in interchange rates for ATM transactions
effective August 1, 2021. Further, various electronic funds transfer networks through which the
transactions conducted on our devices are routed may also vary the interchange fee with respect to
various payment services offered by us.

If there were any decreases in the interchange fee required to be paid by the banks, the transaction fee
that banks are willing to pay us may decline as banks may seek to reduce the amount that is paid to ATM
operators such as us. Similarly, if some of the networks through which our payment transactions are
routed were to reduce the interchange rates paid to us or increase their transaction fees charged to us for
routing transactions across their network, our revenues could decline and our future transaction costs
could increase. Although there were no instances of decrease in interchange fees in the last three

33
13.

14.

financial years, and interchange fees have increased as of August 1, 2021, we cannot assure you that
interchange fees will not decrease in the future. In addition, any potential future network or legislative
actions that affect the amount of interchange fees that can be levied on a transaction may adversely affect
our revenues. Any of the above may have an adverse effect on our business, results of operations, cash
flows and financial condition.

Our cash management and digital payment businesses expose us to fraud and other security risks and
our insurance coverage may not adequately protect us against these risks.

As of August 31, 2021, we had provided cash management services through our subsidiary SVIL to over
46,214 ATMs. Our subsidiary, SVIL has 475 vaults and spoke locations as of August 31, 2021. Our cash
management business exposes us to significant risks, including the potential for cash-in-transit losses,
employee theft, as well as claims for personal injury, wrongful death, worker’s compensation, punitive
damages, and general liability. For example, SVIL has filed a number of FIRs against its employees with
respect to instances of theft and employee misconduct. For the five months ended August 31, 2021, and
financial years 2021, 2020 and 2019, our total losses due to theft were = 25.38 million, = 120.87 million,
% 96.49 million and 2 64.54 million, respectively. For details, see “Outstanding Litigation and Material
Developments” on page 358. While we have instituted risk management policies to identify frauds and
other operational risks, adopted mitigating measures such as employee verification and training and
adoption of standard operating procedures at our branches and spoke locations, and sought to maintain
appropriate levels of insurance to adequately protect us from these risks, we may incur significant future
claims or adverse publicity related thereto. Further, our insurance coverage might not be adequate to
cover potential liabilities or the cost of insurance coverage might increase significantly. During the five
months ended August 31, 2021 and the financial years 2021, 2020 and 2019, the aggregate coverage of
the insurance policies obtained by us to cover theft was = 150.00 million per transit and = 2,000.0 million
per vault at any point in time, while our losses due to theft which we were not able to recover either from
the offending employees or from our insurance policies were % 20.25 million, 256.20 million,
% 24.78 million and % 34.35 million for the five months ended August 31, 2021 and the financial years
2021, 2020 and 2019, respectively. The availability of quality and reliable insurance coverage is an
important factor in our ability to successfully operate this aspect of our operations. A loss claim for
which insurance coverage is denied or which is in excess of our insurance coverage could have an
adverse effect on our business, results of operations, cash flows and financial condition. Pursuant to
certain of our ATM outsourcing contracts, we are liable to make good losses of cash to our clients within
a fixed period, regardless of whether such claims are settled by the insurance provider within such
period. Accordingly, we would be required to bear the loss of any delays by insurance providers in
settling claims, which could have an adverse effect on our business, results of operations, cash flows and
financial condition.

 

Further, our cash management operations, which centre around the management and handling of cash
and our digital payment solutions depend substantially on the integrity of our employees and those of our
third-party service providers. In the course of our screening and background check process when hiring
employees, we may be supplied with false or incomplete background information. Our third-party service
providers may also not conduct substantial background checks on their employees. These situations
expose us to risk of thefts, robberies, fraud and other forms of malpractice from our employees and those
of our third-party service providers. For example, cash is counted and loaded into our ATMs on site by
the employees of our third-party service providers in addition to our own employees. Shortfalls in cash or
the loading of counterfeit cash can only be detected by an audit of the ATM by the cash management
team at a later date. Our employees or the employees of our third-party service providers may introduce
counterfeit currency into ATMs owned, operated or managed by us or work together to siphon off cash
from such ATMs or currency shipments, which may not be detected immediately. In addition, we run the
risk of processing unauthorised digital transactions. For example, during the five months ended August
31, 2021 and the financial years 2021, 2020 and 2019, our losses due to chargebacks amounted to nil,
% 1.15 million, 2.0.39 million, and nil, respectively. Our internal controls and protocols may be
insufficient to adequately protect us from misconduct by our employees or third-party service providers.
The occurrence of any of the above events could therefore adversely affect our reputation, business,
results of operations, cash flows and financial condition.

We maintain a significant amount of cash within our Company-owned devices and at our vault
locations, which is subject to potential loss due to theft or other events, including natural disasters.

For the five months ended August 31, 2021 and the financial years ended 2021, 2020 and 2019, SVIL
replenished a daily average amount of approximately 2 20 billion, 2 20 billion, = 10 billion and %9
billion, respectively. Any loss of cash from our ATMs or SVIL’s vaults or during cash in transit by SVIL

34
15.

 

is generally our responsibility. If we engage third parties for cash management services, we typically
require that our service providers, who either transport the cash or otherwise have access to the ATM
safe, maintain adequate insurance coverage in the event cash losses occur as a result of theft, misconduct,
or negligence on the part of such providers. Further, to mitigate risks under our contracts, we regularly
review our contracts with service providers to assess contractual liabilities and provisions relating to
deductions and penalties. However, we cannot assure you that we will be successful in recovering any
losses from such service providers and we are liable to indemnify the concerned customer bank for any
losses. Cash losses at the ATM occur in a variety of ways, such as natural disasters, including cyclones
and hurricanes, fires, vandalism, physical removal of the entire ATM, defeating the interior safe,
compromising the ATM’s technology components or incorrect dispensing of cash by the ATM. Our
ATMs also face exposure to attempts of theft and vandalism. Thefts of cash or replacement with
counterfeit currency may be the result of an individual acting alone or as a part of a crime group. For the
five months ended August 31, 2021 and the financial years 2021, 2020 and 2019, the total losses of our
Company and SVIL due to armed robbery were nil, = 0.42 million, nil and % 5.90 million, respectively.
While we maintain insurance policies to cover a significant portion of any losses that may occur that are
not covered by the insurance policies maintained by our service providers, such insurance coverage is
subject to deductibles, exclusions and limitations that may leave us bearing some or all of those losses.

Any increase in the frequency or amounts of theft and other losses could negatively affect our operating
results by causing higher deductible payments and increased insurance premiums. Additionally, ATM-
related thefts and damage, if extensive and frequent enough in nature, could adversely affect our
reputation and negatively affect our relationships with customers and impair our ability to deploy
additional ATMs in those existing or new locations of those customers, which may adversely affect our
business, results of operations, cash flows and financial condition.

We have paid compounding fees for offences in relation to non-compliance with certain corporate
law-related and foreign exchanges requirements.

In the past, we paid compounding fees to the Ministry of Corporate Affairs for, inter-alia, failure to
comply with the requirements of the Companies Act, 1956 or 2013, as applicable, including requirements
in relation to appointment of a whole-time company secretary, certain related party transactions,
appointment of a director of our Company to an office of profit and certain inter-corporate deposits made
by our Company to a private company in which a Director of our Company was managing director. We
have also paid additional fees for the delayed filing of certain forms under the Company Laws Settlement
Scheme, 2010. We also paid compounding fees to the RBI in 2011 for failure to comply with certain
overseas direct investment and reporting requirements under the Foreign Exchange Management Act,
1999 and the rules and regulations thereunder, each as amended (“FEMA”), including the filing of
certain forms in relation to subscription of shares by our Company in our wholly-owned subsidiary,
Global Transact Service Pte. Ltd. Additionally, we have also made delayed filings of Annual
Performance Reports in relation to our overseas direct investment in Global Transact Service Pte. Ltd.
with the RBI in the past.

A summary of the non-compliances in each compounding application filed along with fines imposed post
compounding is reproduced below:

 

 

 

 

 

 

 

 

i Date of the Nature of non-compliance Penalty imposed and
No. | Compounding Order paid
and Regulatory
Authority
T. | Order dated July 27, Failure to comply with the requirements of | & 18,000 each on the
2011 by the Regional Section 297 of the Companies Act, 1956 with | Company, Mr. Ravi B.
Director, Western respect to certain transactions of the Company | Goyal (the Chairman and
Region, Mumbai, with entities in which directors and./or their | Managing Director) and
Ministry of Corporate relatives were interested, without the prior | Ms. Rashmi C. Sarvaiya
Affairs approval of the Central Government (the Company Secretary
of the Company at the
time)
2. | Order dated September 9, | Failure to appoint a whole-time Company | % 30,000 each on the
2011 by the Company Secretary Company and Mr. Ravi
Law Board, Mumbai B. Goyal (in his capacity
Bench as an "officer in default").
3. | Order dated October 14, | Failure to comply with certain overseas direct | % 5,000 on the Company.
2011 by the Foreign investment and reporting requirements under the
Exchange Department, Foreign Exchange Management (Transfer or
Reserve Bank of Issue of any Foreign Security) Regulations, 2004,

 

35

 
16.

 

 

 

 

 

Ss. Date of the Nature of non-compliance Penalty imposed and
No. | Compounding Order paid
and Regulatory
Authority
India ‘as amended, including the filing of certain Form
ODIs and Form APRs and intimation to the RBI
of the remittance of SGD 100 (approximately
% 3,400) to a resident of Singapore in relation to
subscription of shares by the Company in its
wholly-owned subsidiary, AGS Infotech
Singapore Pte. Limited (now known as Global
Transact Services Pte. Ltd.), incorporated under
the laws of Singapore
4. | Order dated December 4, | Failure to comply with the requirements of | & 20,000 each on the
2013 by the Company Section 314 of the Companies Act, 1956 with | Company, Mr. Ravi B.
Law Board, Mumbai respect to the appointment of Mr. S.P. Chaudhry, | Goyal (the Chairman and
Bench a director of the Company, to an office of profit. Managing Director) and
Ms. Rashmi C. Sarvaiya
(the company secretary of
the Company at the time)
5. | Order dated May 19, Failure to comply with the requirements of | % 5,000 each on the
2014 by the Company Section 295 of the Companies Act, 1956 with | Company, Mr. Ravi B.
Law Board, Mumbai respect to certain inter-corporate deposits of | Goyal (the Managing
Bench % 50 million with Destimoney Securities Private | Director), Ms. Rashmi O.
Limited, a private company of which Mr. Sudip | Savita (the Company
D. Bandyopadhyay (a director of the Company) | Secretary of the Company
was the managing director at the time) and Mr.
Sudip D. Bandyopadhyay
6. | Order dated May 21, Failure to comply with the provisions of Section | % 5,000 each on the
2014 by the Company 283 of the Companies Act, 1956 with respect to | Company, Mr. Ravi B.
Law Board, Mumbai the automatic vacation of the office of Mr. Sudip | Goyal (the Managing
Bench D. Bandyopadhyay (a director of the Company) | Director), Ms. Rashmi O.
in relation to inter-corporate deposits of to | Savita (the Company
50 million with Destimoney Securities Private | Secretary of the Company
Limited, a private company of which Mr. Sudip | at the time) and Mr.
D. Bandyopadhyay was the managing director, | Sudip D. Bandyopadhyay
without the prior approval of the Board of
Directors and the Central Government

 

 

 

 

 

 

We have also received a notice dated May 14, 2018 from the office of the RoC alleging that our
Company had not made certain filings in relation to our subsidiaries. Although we have filed our reply to
the notice, any adverse outcome may require us to pay compounding fees.

See “Outstanding Litigation and Material Developments” on page 358.

We cannot assure you that we will be able to comply with relevant regulatory requirements, including
with respect to making regulatory filings, in the future within the prescribed timeframe, or at all. We also
cannot assure you that that no penal action will be taken against us by the relevant regulators with respect
to such non-compliance. In the event that any adverse actions are taken against us, our business, results
of operation, cash flows and financial condition could be adversely affected.

Our business and results of operations could be adversely affected by any disputes with our employees,
customers or vendors. Further, we have experienced delays in making payments to vendors and of
salaries, reimbursements and statutory dues to our employees, which may adversely affect our
reputation, cash flows, financial condition and results of operations.

As of the date of this Prospectus, our Company and our Subsidiaries do not have any recognized labour
union. However, we cannot assure you that our employees will not form recognized unions in the future.
If the employees unionize, it may become difficult to maintain our existing labour policies, and could
result in high labour costs, which would adversely affect our business and results of operations. For
example, we are currently involved in legal proceedings filed by unrecognized trade unions representing
the employees of SVIL, one of our Subsidiaries, including in connection with certain claim petitions.
Such matters are currently pending before the respective courts, tribunals and authorities. See
“Outstanding Litigation and Material Developments — Litigation involving our Subsidiaries — Litigation
against our Subsidiaries — Civil Proceedings” on page 368 for past instances of disputes with employees

36
17.

and “Outstanding Litigation and Material Developments — Litigation involving our Company — Litigation
against our Company — Criminal Proceedings” and “Outstanding Litigation and Material Developments
~ Litigation involving our Company - Material legal notices involving our Company” on pages 358 and
366, respectively, for past instances of disputes with customers in the last three financial years.

While we seek to maintain good relationships with our employees, we cannot assure you that we will not
experience future disruptions to our operations due to disputes or other problems with our work force,
which may adversely affect our business and results of operations.

While we also seek to maintain good relationships with our customers or vendors, we cannot assure you
that we will not experience future disruptions to our operations and results due to legal disputes or other
problems with our customers or vendors which may adversely affect our business and results of
operations.

Further, we have experienced delays in making payments to vendors; of salaries and reimbursements to
our employees (primarily due to the adverse impact of the COVID-19 pandemic); and of statutory dues
to our employees. As of August 31, 2021 and March 31, 2021, 2020 and 2019, total outstanding dues of
micro enterprises and small enterprises was 2 295.51 million, % 92.17 million, = 138.10 million and
2 176.09 million and total outstanding dues of other than micro enterprises and small enterprises was
% 3,615.07 million, % 4,176.02 million, = 3,483.40 million and 2 3,516.88 million, respectively. As of
August 31, 2021 and March 31, 2021, 2020 and 2019, our accrued employee cost was % 638.95 million,
2 626.83 million, = 426.44 million and = 426.48 million, respectively. For the five months ended August
31, 2021 and the financial years 2021, 2020 and 2019, our salaries and wages expense was
% 992.27 million, = 2,540.81 million, = 2,527.77 million and % 2,501.85 million. As of August 31, 2021,
March 31, 2021, 2020 and 2019, our balances due to government authorities amounted to 2 1,549.92
million, = 1,044.87 million, = 597.33 million and 2 242.61 million, respectively. We cannot assure you
that we are and will be able to pay the amounts currently due to our vendors, customers and employees or
as may be due in the future in full or in a timely manner. We cannot assure you that our business and
operations will not be adversely affected by such delays in payments or that we will not be subject to any
disputes in the future in relation to these delays. Further, we have received certain complaints and other
representations in relation to our failure to pay our vendors, employees and other counterparties. Any
adverse outcome in any legal or regulatory proceedings arising from these complaints/representations or
reputational harm as a result of such complaints/representations could adversely impact our business,
financial condition and results of operations. We may also face difficulties hiring new vendors or
employees or securing contracts with third parties. Such incidents may adversely affect our reputation,
cash flows, financial condition and results of operations.

Our Statutory Auditor’s reports on our Restated Consolidated Financial Information included certain
statements required under the Companies (Auditors Report) Order, 2016.

Our Statutory Auditor’s reports on our Restated Consolidated Financial Information include certain
matters required under the Companies (Auditors Report) Order, 2016, in accordance with Section
143(11) of the Companies Act, 2013. See “Financial Statements — Annexure VII” on page 300. In
particular, we have experienced delays in making payments in respect of provident fund, employees’
state insurance, income tax, goods and services tax (“GST”), cess and other statutory dues. In respect of
delays in making GST payments, the GST liability as on August 31, 2021 was 2 711.22 million,
% 203.04 million, = 2.94 million for our Company, SVIL and ITSL, respectively, aggregating to = 917.21
million on a consolidated basis. Due to our non-payment of GST liabilities within a specified timeline,
certain GST registrations of our Company and our Subsidiary, SVIL, have been made inactive, i.e.,
suspended or cancelled. For further information, please see “Government and Other Approvals —
Approvals in Relation to our Business - Approvals for which applications have yet to be filed by our
Company and our Subsidiaries” on page 386.

Although the matters required under the Companies (Auditors Report) Order, 2016 in our Statutory
Auditor’s reports on our Restated Consolidated Financial Information do not require any corrective
adjustment to our Restated Consolidated Financial Information, we cannot assure you that our Statutory
Auditor’s observations for any future fiscal period will not form part of our financial statements for the
future fiscal periods or that such matter will not otherwise affect our results of operations.

37
18.

19.

20.

We do not own our Registered Office, our Corporate Office and certain material properties and any
revocation of or adverse changes in the terms of our leases may have an adverse effect on our
business, results of operations, cash flows and financial condition.

We have entered into leave and license agreements in respect of our Registered Office with Mr. Ravi B.
Goyal, one of our Promoters and Directors, and Mrs. Anupama R. Goyal, one of our Directors and a
member of the Promoter Group, which are valid until December 9, 2024 and August 15, 2024,
respectively. As of August 31, 2021, we had provided a deposit of = 25.00 million and 2 2.00 million to
Mr. Ravi B. Goyal and Mrs. Anupama R. Goyal, respectively, and the monthly rent currently payable by
us to Mrs. Anupama R. Goyal is 2 0.175 million. We also lease other premises from which we operate,
including our Corporate Office. If any of the owners of these premises revokes the arrangements under
which we occupy the premises or imposes terms and conditions that are unfavourable to us, we may
suffer a disruption in our operations or have to pay increased rent, which could have an adverse effect on
our business, results of operations, cash flows and financial condition.

We may face challenges in operating and maintaining the sites we lease for our Automated Teller
Machines (ATMs) and Cash Recycler Machines (CRMs), which may adversely affect our business,
results of operations, cash flows and financial condition.

Our ATMs and CRMs are typically located at sites leased from various landlords. As of August 31, 2021,
we had approximately 8,000 ATM and CRM sites leased under our outsourcing business. As part of our
ATM and CRM outsourcing and managed services contracts, we are typically responsible for ATM and
CRM site identification, entering into agreements with landlords for leasing these ATM and CRM sites,
making payments for lease and other expenses for such sites and any other obligations that may be
imposed on us under the agreements with our landlords. As such, we enter into, renew and terminate site
lease agreements in the ordinary course of business. In the event that we are unable to carry out our
obligations under the ATM and CRM site lease agreements, our landlords may terminate our lease
agreements and make claims against us, which may adversely affect our business, results of operations,
cash flows and financial condition.

For example, we have received several notices from landlords in connection with the payment of arrears
of rent, outstanding security deposits and damage to property. Certain landlords have also filed
complaints with the police in relation to these demands. Further, certain landlords have in the past
obstructed access to ATMs and CRMs located in properties owned by them and have prevented us from
recovering ATMs, CRMs and related assets (including the cash in the machine) from such premises. For
details, see “Outstanding Litigation and Material Developments” on page 358.

Further, certain of our lease agreements with the landlords for our ATM and CRM sites have not been
registered with local authorities due to considerations outside our control, such as the relevant landlords
not taking the required steps in this regard. Consequently, we may not be able to enforce these leases. We
may also be required to make additional stamp duty payments or otherwise for certain of our lease
agreements with landlords which may be insufficiently stamped, which could have an adverse effect on
our business, results of operations, cash flows and financial condition.

We depend on third parties for certain products and services. Any disruption, deficiency in service or
increase in cost of such services could adversely affect our business, reputation, results of operations,
cash flows and financial condition.

We depend on third parties for a number of products and services, including technology licensors,
payment network providers, transaction processors, cash management agencies, and security and
housekeeping personnel providers. These third parties enable us to provide card authorization, data
capture, cash settlement, cash management and delivery, and maintenance services to our ATMs and our
products and services. See “Our Business — Description of our Business — Our Suppliers and Technology
Partners” on page 173.

We expect we will continue to rely on such third-party providers as we expand our business. These third
parties may undergo insolvency, file for bankruptcy, experience disruptions, provide lower quality
service or increase the prices of their products or services for a number of reasons that are beyond our
control. As a result, we cannot be certain that we will continue to receive satisfactory services or
products on acceptable terms or at all. We have experienced delays in making payments to certain third-
party providers and vendors. For further details, see “— Our business and results of operations could be
adversely affected by any disputes with our employees, customers or vendors. Further, we have
experienced delays in making payments to vendors and of salaries, reimbursements and statutory dues to

38
21.

22.

our employees, which may adversely affect our reputation, cash flows, financial condition and results of
operations” on page 36. There have also been instances where such third-party providers have initiated
legal proceedings against us, which may impede our ability to operate or offer our products and services
efficiently. For example, M/s Task Force Security Company Private Limited filed a petition dated
October 1, 2020 before the Micro and Small Enterprises Facilitation Council, Chennai Region,
requesting the council to direct SVIL to pay the sum of %7.73 million with interest for the supply of
manpower. SVIL has been informed that the matter has subsequently been closed. SVIL is currently in
the process of obtaining a copy of the relevant order. For further details, see “Outstanding Litigation and
Material Developments — Litigation Involving our Subsidiaries” on page 367. Should we experience a
disruption in the supply, or quality, of these services or products, or if such contracts for services expire,
we may not be able to find a replacement or renew our contracts, as the case may be, in a timely fashion,
on favourable terms or at all, and we could suffer a significant disruption in our business, which could
have an adverse effect on our business, reputation, results of operations, cash flows and financial
condition.

Our new service and product developments may not be successful, which could have an adverse effect
on our business, results of operations, cash flows and financial condition.

We are constantly looking to develop new services and products that complement or leverage the
underlying design or process technology of our current service and product offerings. For the five months
ended August 31, 2021 and the financial years 2021, 2020 and 2019, our aggregate revenue from new
services and products, such as Fastlane, was 0.02%, 0.02%, 0.02%, and 0.01% of our total revenue from
operations, respectively. We make significant investments in service and product technologies and
anticipate expending significant resources for direct consumer-based businesses over the next several
years. For example, we intend to grow our digital fuelling payments business by attracting more
consumers to join our Fastlane ecosystem. We have limited experience in developing and implementing
direct consumer-based businesses, and may fail to accurately understand consumer demand, market
requirements and the opportunities and risks of such developments. We cannot assure you that our
service and product development and marketing efforts will be successful, which may have an adverse
effect on our business, results of operations, cash flows and financial condition.

We may also require approvals from regulatory authorities before we commence offering certain
products and services. For example, we are required to obtain certain regulatory approvals and comply
with applicable regulations under the terms of the PPI authorisation issued by the RBI to our subsidiary,
ITSL. If we fail to do so, we may lose a part or all of the costs incurred in the development of such
offerings with third parties, or discontinue these offerings, or have strategic relationships damaged, which
could in turn adversely affect our business, results of operations, cash flows and financial condition.

As part of our growth strategy, we intend to diversify our products and services portfolio and in doing so,
we may encounter certain additional risks including management and market-related risks. We cannot
assure you that such diversification or expansion of operations will yield favourable or expected results,
as our overall profitability and success will be subject to various factors, including, among others, our
ability to effectively recruit, retain and motivate appropriate and experienced operational and managerial
talent. Our inability to effectively manage any of these issues could adversely affect our business and
future financial performance.

Potential new currency designs may require modifications to certain automated banking products in
our portfolio that could have an adverse effect on our business, results of operations, cash flows and
financial condition.

Any change to the feature of currencies in any of the countries we operate in that may be processed or
dispensed from our automated banking products, such as to the size or the addition of tactile features
onto notes, could require modifications to our automated banking products. For example, the RBI has, in
the recent past, issued new @ 10, 20, 2 50, = 200, = 500 and % 2,000 denomination bank notes. Any part
of the modification costs which we may be required to bear could be substantial, which could have an
adverse effect on our business, results of operations, cash flows and financial condition.

39
23.

We may face cyber threats attempting to disrupt products and services and theft or leakage of sensitive
internal data or merchant or cardholder information, possibly causing disruptions in the transactions
Processed on or through our products or services, damaging our relationships with our customers and
exposing us to liability.

As part of our payment services, we electronically process and transmit cardholder information. We
interact with and offer our products and services to our customers through a range of digital channels
including our POS network and ATMs. Therefore, we are exposed to various cyber threats including (i)
phishing and trojans targeting our customers, wherein fraudsters send unsolicited mails to our customers
seeking account sensitive information or to infect customer machines to search and attempt exfiltration of
account sensitive information; (ii) hacking, wherein attackers seek to hack into our website and system
with the primary intention of causing reputational damage to us by disrupting services; and (iii) data theft
or ransomware, wherein cyber criminals may attempt to enter our network with the intention of stealing
our data or information or by encrypting some or all of our data and information with the intent to
demand a ransom for its restoration. Although we have instituted policies on network security, wireless
network access and acceptable usage to safeguard our data and have not experienced any data breaches in
the last three financial years, such risks have significantly increased in recent years, and may continue to
do so as we continue to expand our Ongo ecosystem and provide a larger suite of VAS that rely on
mobile payments and other digital-based services and applications. Cybersecurity risks have significantly
increased in recent years, in part due to the increased sophistication and activities of organized crime
affiliates, terrorist organizations, hostile foreign governments, disgruntled employees or vendors,
activists and other external parties, including those involved in corporate espionage. The encryption
software and the other technologies that we and our partners use to provide security for storage,
processing and transmission of confidential customer and other information may not be effective to
protect against data security breaches. Further, our and our customers’ data may be handled or processed
by third-party vendors, and we may not be able to control the strength and scale of their cybersecurity
measures. Additionally, the existence of cyber-attacks or security breaches at third-party vendors with
access to our data may not be disclosed to us in a timely manner.

The risk of unauthorized circumvention of our security measures has been heightened by advances in
computer capabilities and the increasing sophistication of hackers. Unauthorized access to our computer
systems, or those of our third-party service providers, and misuse of our confidential or proprietary data,
by third parties or our own employees, could result in the theft or publication of the information or the
deletion or modification of sensitive records, and could cause interruptions in our operations. In view of
the COVID-19 pandemic, work-from-home arrangements have been enabled for our employees. This has
exposed us to risks arising on account of remote work environment, data security issues, increased cyber-
attacks and availability of critical functions and IT systems. See “— The Coronavirus Disease
(COVID-19) pandemic has had and may continue to have certain adverse effects on our business,
operations, cash flows and financial condition. The continuing impacts of the Coronavirus Disease
(COVID-19) are unpredictable and could be significant, and the extent to which it or the effect of
outbreaks of any other severe communicable disease may continue to do so in the future is uncertain and
cannot be predicted.” on page 25. Further, in the absence of specific data protection laws in India, such
private information stored in our database may be vulnerable and susceptible to data breaches. See “—
External Risk Factors — Changing laws, rules and regulations and legal uncertainties across the
multiple jurisdictions we operate in may adversely affect our business, results of operations, cash flows,
financial condition and prospects.” on page 53. Any inability to prevent security breaches could damage
our relationships with our customers, cause a decrease in transactions by individual cardholders, expose
us to liability which may not be capped or limited under our agreements with our customers and which
may include claims for unauthorized purchases, and subject us to penalties. These claims also could
result in protracted and costly litigation. If unsuccessful in defending that litigation, we might be forced
to pay damages or change our business practices. In addition, although we have obtained cyber liability
insurance to cover losses arising out of certain security or privacy breaches, we cannot assure you that
any claim under such policy will be honoured fully, in part or on time, or that we have taken out
sufficient insurance to cover all material losses.

Further, additional regulations, prompted by a significant data security breach or changes in data
protection laws in India, could impose new and costly compliance obligations. Any material increase in
our costs resulting from additional regulatory burdens being imposed upon us or litigation could have an
adverse effect on our business, results of operations, cash flows and financial condition.

40
24,

25.

26.

If there are instances of failures of our information technology system, the products and services we
provide could be delayed or interrupted, which could have an adverse effect on our business, results of
operation, cash flows and financial condition.

We are heavily dependent on our IT system, which may include third-party infrastructure. To
successfully operate our business, we must be able to protect our IT system from interruption, including
from events that may be beyond our control. Events that could cause system interruptions include, but are
not limited to, fire, natural disasters, unauthorized entry, power loss, telecommunications failure,
computer viruses, malicious codes, terrorist acts and war. Significant problems with our IT system, such
as telephone or IT system failure, disconnection of VSAT antennae or cyber security breaches, could halt
or delay our ability to service our customers, hinder our ability to conduct and expand our business and
require significant remediation costs. Any of these events could have an adverse effect on our reputation,
business, results of operations, cash flows and financial condition.

Our ability to provide reliable service largely depends on the efficient and uninterrupted operations of our
transaction processing platform, third-party transaction processors, telecommunications network systems,
and other service providers. Accordingly, any significant interruptions could severely harm our business
and reputation and result in a loss of revenues. Additionally, if any interruption is caused by us,
especially in those situations in which we serve as the primary transaction processor, such interruption
could result in the loss of the affected merchants and financial institutions, or damage our relationships
with them. While we periodically test and update, as necessary, our internal control systems, we are
exposed to operational risks arising from the potential inadequacy or failure of internal processes or
systems. Given our high volume of transactions, it is possible that errors may repeat or compound before
they are discovered and rectified. Although we have instituted policies on backup and change
management and obtained a certificate of approval for our information security system which was found
to conform to the requirements of the standard ISO 27001, and although all our data centres have been
certified compliant with the Payment Card Industry Data Security Standard, our systems and internal
control procedures that are designed to monitor our operations and overall compliance may not identify
every instance of non-compliance or every suspicious transaction. If internal control weaknesses are
identified, our actions may not be sufficient to fully correct such internal control weakness.

We cannot be certain that any measures we and our service providers have taken to prevent system
failures will be successful or that we will not experience service interruptions. We may also come under
additional regulatory scrutiny or be the target of enforcement actions, or suffer monetary losses or
adverse reputation effects. All of these may have an adverse effect on our business, results of operations,
cash flows and financial condition.

Our ability to adopt new technology to respond to new and enhanced products poses a challenge in
our business. The cost of implementing new technologies for our operations could be significant and
could adversely affect our business, results of operations, cash flows and financial condition.

The industries in which we operate are subject to rapid and significant technological changes, with the
constant introduction of new and enhanced products and services. As part of our business strategy, we
intend to leverage our technological capabilities across various business sectors to develop a payments
ecosystem for our customers. Our success will depend in part on our ability to respond to technological
advances and emerging standards and practices on a cost effective and timely basis. We cannot assure
you that we will be able to successfully make timely and cost-effective enhancements and additions to
the technology underpinning our operational platform, keep up with technological improvements in order
to meet our customers’ needs or that the technology developed by others will not render our services less
competitive or attractive. In addition, rapid and frequent technology and market demand changes can
often render existing technologies and equipment obsolete, requiring substantial new capital expenditures
or write-down of assets. Our failure to successfully adopt such technologies in a cost effective and a
timely manner could increase our costs and lead to us being less competitive in terms of our prices or
quality of services we provide. Further, implementation of new or upgraded technology may not be cost
effective, which may adversely affect our business, results of operations, cash flows and financial
condition.

Any delay or default in client payment could result in the reduction of our profits.

Our operations involve extending credit for extended periods of time to our customers and consequently,
we face the risk of the uncertainty regarding the receipt of these outstanding amounts. As a result of such
industry conditions, we have and will continue to have high levels of outstanding trade and unbilled

41
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28.

receivables. As of August 31, 2021 and March 31, 2021, 2020 and 2019, our total outstanding trade and
unbilled receivables, which consists of trade receivables and unbilled receivables, were
% 7,704.61 million, = 8,088.24 million, % 6,159.42 million and 2 5,614.85 million, respectively, which
constituted 102.26%, 45.98%, 34.21%, 31.09% of our revenues from operations for the same periods.
The increase in total outstanding trade and unbilled receivables by 31.3% from March 31, 2020 to March
31, 2021 was primarily due to delays in collections on account of lockdowns due to the COVID-19
pandemic. As of August 31, 2021, our disputed trade receivables which were considered good was
% 43.46 million, constituting 0.6% of our trade and unbilled receivables, of which = 33.80 million,
% 2.61 million, = 5.55 million and 2 1.50 million were outstanding for less than 6 months, 6 months to a
year, one to two years and two to three years, respectively. Although none of our outstanding trade and
unbilled receivables as of August 31, 2021 and March 31, 2021, 2020 and 2019 were classified as bad
debts, we cannot assure you that our trade and unbilled receivables will not be classified as bad debts in
the future. If such delays or default in client payments continue or increase in proportion to our total
revenues, our profits margins could be adversely affected.

The industries in which we operate are highly competitive and such competition may increase, which
may adversely affect our business, results of operations, cash flows and financial condition.

Our businesses are and can be expected to remain highly competitive. For our banking sector operations
in our Banking Automation Solutions and Payment Solutions business segments, our principal
competition comes from independent ATM manufacturers and managed services providers and national
and regional financial institutions. We compete with our competitors for the sale, operations and
maintenance of ATMs and they could also prevent us from obtaining or maintaining desirable locations
for our ATMs, causing a reduction in the revenue generated by transactions at our ATMs and thereby
reducing our profits. In our Payment Solutions segment, our competitors include other cash management
companies, commercial banks and other POS and mPOS players. For example, in recent years, new
players such as payment banks, fintech companies and banks that are expanding their digital ecosystem,
have entered the digital payments space. See “Industry Overview” on page 116. We cannot assure you
that we will be able to compete effectively against these current and future competitors. Increased
competition could result in reduction of transaction fees, reduced gross margins and loss of market share,
which may adversely affect our business, results of operations, cash flows and financial condition.

We may be held liable for claims from customers on account of any defects in service or
manufacturing defects in the products we supply, including penalty for delay in implementation of
contracts with customers, which may have an adverse effect on our reputation, business, results of
operations, cash flows and financial condition.

We have entered into contracts with our customers where we are required to provide a variety of products
and services. In the event of any loss caused to our customer on account of an act or omission by us and
such act or omission being a breach of the customer agreement, we may be held liable for the same and
may be required to make good such losses and pay damages, which in turn could have an adverse effect
on our reputation, business, results of operations, cash flows and financial condition.

Further, we may be exposed to warranty and other claims for manufacturing defects in the products
supplied under certain customer contracts, including warranty for any software provided by us to our
customers. Although we have not been subject to any claims from our customers in the last three
financial years, we cannot assure you that we will not be subject to claims from our customers in the
future. In the event of any of our customers claiming that there are defects in the products, we may be
subject to damages and other costs, which may adversely affect our reputation, business, results of
operations, cash flows and financial condition.

The contracts for our ATM outsourcing and managed services and petroleum sector-related services with
our customers are generally time bound and certain contracts contain provisions which may attract
payment of penalty to the customer in the event of a delay or failure in delivery of services or termination
of contract with our customer in the event of breach. Failure to adhere to contractually agreed timelines
for reasons other than force majeure events or failure to maintain specified minimum ATM uptimes
could make us liable to pay liquidated damages or lead to forfeiture of security deposits. Such contracts
also impose penalties in relation to service deposits, including failure to ensure minimum availability of
such ATMs, cash-outs and dispensing counterfeit currency.

Further, under our ATM outsourcing contracts, upon the termination of our agreement with the banks,
the banks typically have a right to take over and purchase the ATM and its related assets at a price

42
29.

30.

31.

32.

calculated in accordance with the terms of our agreement. However, one of our agreements provides an
option to the bank to take over the ATM and its related assets at zero cost upon the expiry of the
agreement. We may not be able to recover our investments made in the installation, maintenance and
management of such ATMs where the ATM and the ATM site were purchased at a price unfavourable to
us. Such instances may adversely affect our business, results of operations, cash flows and financial
condition.

We may be subject to claims arising out of accidents or injuries at the sites of Automated Teller
Machines (ATMs) that are operated or maintained by us or involving our security vans. Such claims
could subject us to significant disruptions in our business, legal and regulatory actions, costs and
liabilities.

 

We have in the past been subject to claims arising out of accidents or injuries at the sites of ATMs that
are operated or maintained by us. We are also involved in a number of outstanding legal proceedings
claiming compensation for deaths, accidents or injuries from our operations at our ATMs or involving
security vans of SVIL. See “Outstanding Litigation and Material Developments~ Litigation involving
our Subsidiaries — Litigation against our Subsidiaries” on page 367 for details of all claims arising out of
accidents or injuries. Any such claims could subject us to significant disruption in our business, legal and
regulatory actions, costs and liabilities, which could adversely affect our reputation, business, results of
operations, cash flows and financial condition.

We face difficulties and incur additional expenses in operating in certain markets, where
infrastructure may be limited.

As we expand our network, we may enter certain markets that may have limited or unreliable
infrastructure, particularly for IT and road transportation. We may face difficulties and increased costs in
operating our devices and business at these markets, including implementing adequate security measures
or ensuring continuous operations. As we expand our network in such markets, we may have to bear
additional costs, which could have an adverse effect on our business, results of operations, cash flows
and financial condition.

Our inability to operate our business in international markets successfully will affect our growth
which may have an adverse effect on our business, results of operations, cash flows and financial
condition.

Expanding into international markets is important to our long-term success and we are currently present
in Sri Lanka, Singapore, Cambodia and Philippines and in Indonesia through a joint venture. Competing
successfully in international markets requires additional management attention and resources to tailor our
services to the unique aspects of each country. In increasing our headcount and our revenue generated in
foreign countries, we face various risks, including:

challenges caused by distance, language and cultural differences;

credit risk and higher levels of payment fraud;

legal and regulatory restrictions;

differences in legal and regulatory jurisdictions;

currency exchange rate fluctuations;

foreign exchange controls that might prevent us from repatriating cash earned in foreign countries;
political and economic instability and export restrictions;

potentially adverse tax consequences; and

higher costs associated with doing business internationally.

These and other risks could adversely affect our international expansion and growth, which could have
an adverse effect on our business, results of operations, cash flows and financial condition.

We have a substantial amount of outstanding indebtedness, which requires significant cash flows to
service, and limits our ability to operate freely.

As of August 31, 2021, the outstanding amount of our Gross Debt was 2 16,544.97 million, including an
aggregate amount of 25,606.26 million of Listed NCDs issued through a private placement in the
financial year 2021, see “Capitalization Statement” and “Capital Structure — Non-Convertible
Debentures” on pages 314 and 102, respectively. Although there has been no change in credit rating of
the Listed NCDs issued by us, we cannot assure you that there will be no change in the credit ratings of
our NCDs in the future. Our ability to meet our debt service obligations and repay our outstanding

43
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34,

borrowings will depend primarily on the cash generated by our business. Increasing the level of our
indebtedness also has important consequences to us such as:

increasing our vulnerability to general adverse economic, industry and competitive conditions;
limiting our flexibility in planning for, or reacting to, changes in our business and the industry;
limiting our ability to borrow additional funds; and

increasing our interest expenditure.

We cannot assure you that we will generate sufficient cash to service existing or proposed borrowings or
fund other liquidity needs, which could have an adverse effect on our business, results of operation, cash
flows and financial condition.

Our financing agreements entail interest at variable rates and any increases in interest rates may
adversely affect our business, results of operations, cash flows and financial condition.

We are susceptible to changes in interest rates and the risks arising therefrom. Certain of our financing
agreements provide for interest at variable rates with a provision for the periodic resetting of interest
rates. Further, under certain of our financing agreements, the lenders are entitled to change the applicable
rate of interest, which is a combination of a base rate that depends upon the policies of the RBI and a
contractually agreed spread. Certain of our lenders may also become entitled to change the applicable
rate of interest in the event of an adverse change in our Company’s credit risk rating. See “Financial
Indebtedness” on page 315 for a description of interest payable under our financing agreements. Further,
in recent years, the Government of India has taken measures to control inflation, which have included
tightening the monetary policy by raising interest rates. As such, any increase in interest rates may have
an adverse effect on our business, results of operations, cash flows and financial condition.

Our inability to meet our obligations, including financial and other covenants under our debt
financing arrangements, could adversely affect our business, results of operations, cash flows and
financial condition.

Our financing agreements contain certain restrictive covenants that limit our ability to undertake certain
types of transactions, any of which could adversely affect our business, results of operations, cash flows
and financial condition. We are required to obtain approval from our lenders for, among other things:

¢ — effecting any change in our capital structure including by way of fresh issuance of Equity Shares;

¢ amendments to the memorandum and articles of association of the Company or our Subsidiaries, as
applicable;

¢ undertaking guarantee obligations on behalf of any third party;

¢ formulating any scheme of amalgamation or reconstruction;

e change in the constitution of the Company or our Subsidiaries, as applicable, including
shareholding pattern, ownership, controlling interest and control;

e change in the management of the Company or our Subsidiaries, as applicable, including changes in
the composition of the board of directors and the key managerial personnel of the Company or our
Subsidiaries, as applicable;

«investment by way of share capital or extending loans or advances or placing deposits with any

other entity (excluding our group companies and associate companies);

declaration of dividend except out of profits relating to the financial year;

carrying out any change of business;

making any pre-payment of principal amounts due under the facilities;

undertaking any buyback of Equity Shares; and

selling any of our Company’s assets or investments which may have a material adverse effect.

Under these agreements, certain of the lenders also have the right to, inter-alia, appoint nominee
directors and observers to our Board of Directors, including upon an event of default. Further, any
downgrading of the credit rating of our Company by a credit rating agency, any reduction in profits
beyond a certain percentage and any qualified opinion from the statutory auditors of our Company may
qualify as an event of default under the relevant financing agreements. As security for certain loans and
credit facilities, certain of our lenders have created a charge on our assets and default of our loan
agreements can potentially lead to our lenders disposing of our assets. For example, a number of our
ATMs have been provided as security for certain loans and credit facilities. Certain financing agreements
also provide the banks and financial institutions with the right to convert any outstanding amounts into
Equity Shares of our Company at a price to be determined in accordance with applicable laws in the case

44
35.

of default. Further, a few of our financing agreements require that any monies due and payable under a
specified ATM outsourcing and managed services contract be deposited in an escrow account created
with the relevant lender. Our future borrowings may also contain similar or additional restrictive
provisions. Although we have not had any past instances of default in making payment obligations in the
last three financial years, save for a moratorium for loans representing 4.8% of our total borrowings as of
March 31, 2021 which we availed of in response to the COVID-19 pandemic, if we fail to meet our debt
service obligations or covenants provided under the financing agreements in the future, the relevant
lenders could, inter-alia, impose penal and default interests, accelerate the maturity of our obligations
and declare all amounts payable in respect of the facility to be due and payable immediately or otherwise
on demand. See “— The Coronavirus Disease 2019 (COVID-19) pandemic has had and may continue to
have certain adverse effects on our business, operations, cash flows and financial condition. The
continuing impacts of Coronavirus Disease 2019 (COVID-19) are unpredictable and could be significant,
and the extent to which it or the effect of outbreaks of any other severe communicable disease may
continue to do so in the future is uncertain and cannot be predicted.” on page 25. We cannot assure you
that, in the event of any such acceleration, we will have sufficient resources to repay the borrowings. In
addition, we also have unsecured loans which may be recalled at any time at the option of such lenders.
Further, Novus SGP, one of our Subsidiaries, has taken certain need-based funding from Mr. Ricardos El
Khoury, a director and chief executive officer of Novus SGP, for its general corporate purposes which is
repayable on demand.

Certain of our financing arrangements contain cross default provisions which could automatically be
triggered by defaults under other financing arrangements. We may be forced to sell some or all of our
assets if we do not have sufficient funds or credit facilities to make repayments. Additionally, because
some of our borrowings are secured against all or a portion of our assets, lenders may be able to sell
those assets to enforce their claims for repayment. See “Financial Indebtedness” on page 315. Our failure
to meet our obligations under the debt financing agreements could have an adverse effect on our business,
results of operations, cash flows and financial condition.

The non-convertible debentures of our Company are listed on the National Stock Exchange of India
Limited and we are subject to rules and regulations with respect to such listed non-convertible
debentures. If we fail to comply with such rules and regulations, we may be subject to penal actions,
which may have an adverse effect on our business, results of operations, cash flows and financial
condition. Further, trading in our non-convertible debentures may be limited or sporadic, which may
affect our ability to raise debt financing in the future.

Our non-convertible debentures are listed on the debt segment of NSE. We are required to comply with
various applicable rules and regulations, including the Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008, as amended (the “Old Debt Securities Regulations”) and
Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,
2021 (the “NCS Regulations”). Pursuant to a recent amendment to the SEBI Listing Regulations,
entities that have listed non-convertible securities are now required to disclose financial results on a
quarterly basis, including assets and liabilities and cash flows. Our Company had sought an extension
until December 14, 2021 to file the quarterly and half-yearly results for the three and six months ended
September 30, 2021, respectively, from the SEBI by way of a letter dated November 9, 2021, which
request was not acceded to by the SEBI through its letter dated November 26, 2021, received by the
Company on December 10, 2021. Further, on December 10, 2021, the NSE imposed a penalty of
%206,500 (which along with the additional amounts due until the date on which the penalty was paid
aggregated to 252,000) on our Company for non-compliance with Regulations 52(1), 52(4) and 54(2) of
the SEBI Listing Regulations in connection with the quarterly and half-yearly financial results for the
quarter ended September 30, 2021. While our Company has now submitted the required quarterly and
half-yearly financial results, and paid the penalty imposed by the NSE, if we fail to comply in the future
with applicable rules and regulations, we may be subject to penal actions, including, without limitation,
restrictions on the further issuance of securities and freezing of transfers of securities, which may have an
adverse effect on our business, results of operations, cash flows and financial condition.

Trading in our non-convertible debentures has been limited and we cannot assure you that the non-
convertible debentures will be frequently traded on the NSE or that there will be a market for the non-
convertible debentures. Further, we cannot predict if and to what extent a secondary market may develop
for the non-convertible debentures, at what price the non-convertible debentures will trade in the
secondary market or whether such market will be liquid or illiquid.

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37.

38.

If we are unable to raise additional capital, our business, results of operations, cash flows and
financial condition could be adversely affected.

We operate in a capital-intensive industry, which requires substantial levels of funding. We cannot assure
you that we will have sufficient capital resources for the proposed increase in number of ATMs supplied,
managed or maintained by us or any future expansion plans that we may have. While we expect our cash
on hand, cash flow from operations and available borrowings under our credit facilities to be adequate to
fund our existing commitments, our ability to pay these amounts depends upon the success of our
operations. There may also be certain unsecured loans taken by our Company, our Promoters or our
Group Entities which may be recalled by the lenders at any time. Additionally, the inability to obtain
sufficient financing or the inability of one or more of our lenders to provide committed funding could
adversely affect our ability to complete expansion plans. Moreover, we cannot assure you that market
conditions and other factors would permit us to obtain future financing on terms acceptable to us, or at all.
Our ability to arrange financing and the costs of capital of such financing depend on numerous factors,
including general economic and capital market conditions, credit availability from banks, investor
confidence, the continued success of our operations and other laws that are conducive to our raising
capital in this manner. Any downgrade in our credit ratings could increase our borrowing costs, lead to
additional restrictive covenants and adversely affect our access to capital. Further, if we decide to raise
additional funds through the issuance of equity or equity-linked instruments, your interests as our
shareholders will be diluted. If we decide to meet our capital requirements through debt financing, our
interest obligations will increase and we may be subject to additional restrictive covenants. If we are
unable to raise adequate capital in a timely manner and on acceptable terms, or at all, our business,
results of operations, cash flows and financial condition could be adversely affected.

We may not be able to implement our business strategies or sustain and manage our growth.

In recent years, we have experienced significant growth, with revenue from operations of
% 7,534.00 million, = 17,589.44 million, = 18,004.43 million and % 18,057.42 million for the five months
ended August 31, 2021 and the financial years 2021, 2020 and 2019, respectively. Our growth strategy
includes focusing on growing our digital payment solutions business, pivoting from payments-as-a-
service to payments-as-a-convenience through our Ongo card and ecosystem, focusing on ATM and
CRM outsourcing and managed services, focusing on enhancing our integrated technology payments
platform, focusing on cash management services and expanding internationally. We cannot assure you
that our growth strategy will be successful or that we will be able to continue to expand further or
diversify our product and service offerings.

Our ability to sustain and manage our growth depends significantly upon our ability to manage key issues
such as selecting, recruiting, training and retaining key managerial personnel, maintaining effective risk
management policies, continuing to offer products and services which are relevant to our customers,
maintaining and expanding our customer base, developing and maintaining technical infrastructure and
systems, ensuring a high standard of customer service and maintaining our current level of profitability.
Failure to do any of the preceding may result in slower growth, loss of business, erosion of customer
service quality, diversion of management resources, significant costs and increase in employee attrition
rates, any of which could adversely affect our business, results of operations, cash flows and financial
condition.

Any failure to obtain, renew and maintain requisite statutory and regulatory permits, licenses and
approvals for our operations from time to time may adversely affect our business.

We require various statutory and regulatory permits, licenses and approvals to carry out our business and
operations. See “Government and Other Approvals” on page 384. A majority of these approvals are
granted for a limited duration and require renewal. While we have applied for certain licences and other
approvals, we cannot assure you that such approvals will be issued or granted to us in a timely manner, or
at all. For example, our Company has applied for renewal of our registrations under the Water
(Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and Control of Pollution) Act,
1981 for our operations in Daman and Diu. In addition, our Company has not filed an application to (i)
renew its registration with the RoC under the Trade Receivable Discounting System and (ii) to register
under the Contract Labour (Regulation and Abolition) Act, 1970 for Dehradun, New Delhi, Jaipur,
Raipur and Airoli. For further details on our material permits, licenses and approvals, see “Government
and Other Approvals” on page 384. If we do not receive these licenses and approvals or are not able to
renew the approvals in a timely manner, our business and operations may be adversely affected.

46
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40.

Moreover, any revocation of the approvals by the relevant regulatory authority would impair our
operations and consequently have an adverse effect on our business.

The approvals mentioned above are subject to numerous conditions and we cannot assure you that these
would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any
terms or conditions thereof, or pursuant to any regulatory action. If we fail to comply with the applicable
regulations or if the regulations governing our business are amended, we may incur increased costs, be
subject to penalties, have our approvals and permits revoked or suffer a disruption in our activities, any
of which could adversely affect our business.

Our inability to protect or use our intellectual property rights may adversely affect our business,
results of operations, cash flows and financial condition.

As of the date of this Prospectus, we own 226 trademarks and three copyrights, and have made one
patent application, 22 trademark applications and four copyright applications. For example, we have
applied for, but have not yet obtained registration for our “Fastlane” and “Ongo” trademarks under
certain classes. We have also applied for, but have not yet obtained, certain copyright registrations. We
may not be able to prevent infringement of our intellectual property and a passing off action may not
provide sufficient protection until such time that this registration is granted. Certain persons have also
filed objections to such applications. For details on the intellectual property used by us, see “Government
and Other Approvals” on page 384.

Moreover, the use of our brand name or logo by third parties could adversely affect our reputation which
could in turn adversely affect our financial performance and the market price of the Equity Shares.
Notwithstanding the precautions we take to protect our intellectual property rights, it is possible that third
parties may copy or otherwise infringe on our rights, which may have an adverse effect on our business,
results of operations, cash flows and financial condition.

While we take care to ensure that we comply with the intellectual property rights of others, we cannot
determine with certainty whether we are infringing any existing third-party intellectual property rights
which may force us to alter our offerings. We may also be susceptible to claims from third parties
asserting infringement and other related claims. For example, a criminal complaint was filed against us
by Loyalty HR Benefits Private Limited (through Mr. Ameerul Hasan Siddiqui) alleging trademark
infringement and the matter is currently pending. We cannot assure you that any such proceedings will be
decided in our favour. If such claims are raised in the future, these claims could result in costly litigation,
divert management’s attention and resources, subject us to significant liabilities and require us to enter
into potentially expensive royalty or licensing agreements or to cease certain offerings. Further,
necessary licenses may not be available to us on satisfactory terms, if at all. Any of the foregoing could
have an adverse effect on our business, results of operations, cash flows and financial condition.

Our insurance coverage may not adequately protect us against all material hazards.

Our principal types of insurance coverage, forming part of our various insurance policies, include the
following:

© transit or marine policy covering damage to, or loss of, goods while in transit during import,
export, and inland transit and loading or unloading;

e cash in ATM insurance primarily covering damage to, or loss to cash, in ATMs resulting from
burglary, robbery, or negligent or wilful act of an employee;

e ATM site insurance covering damage from events such as fire, typhoon and riots;

¢ stock insurance covering damage to our stocks such as ATMs, CRMs and cash deposit machines;

« ATM van insurance covering loss or damage to our cash vans due to events such as accidents,
theft, fire and natural calamities, burglary of the vehicle and any third party damage caused by the
insured vehicle by accident;

* commercial general liability covering bodily injuries, property damage, product loss and third
party loss;

«directors and officers liability covering directors, management and supervisory and managerial
employees against personal liability arising from the performance of their duties;

¢ — office shield insurance policy covering losses to various offices arising from events such as fire,
typhoon and riots;

© — group medical claim and accident policy;

47
41.

© cyber liability insurance covering losses due to cyber frauds, unauthorized online transactions,
phishing and email spoofing, damage to e-reputation, identity theft, cyber bullying, business
interruption and e-extortion;

e all risks for cash in transit and vault insurance covering damage or loss to cash in transit and vault;

* money insurance covering cash in transit between the premises and the bank or post office and
vice versa, as well as money in safe or vault;

¢ breakdown of machinery.

While we believe that the insurance coverage which we maintain would be reasonably adequate to cover
the normal risks associated with the operation of our business, we cannot assure you that any claim under
the insurance policies maintained by us will be honoured fully, in part or on time, or that we have taken
out sufficient insurance to cover all material losses. Further, we may not have obtained insurance cover
for certain of our operations that do not require us to maintain insurance. In addition, our insurance
coverage may expire from time to time. We apply for the renewal of our insurance coverage in the
normal course of our business, but we cannot assure you that such renewals will be granted in a timely
manner, or at all.

Notwithstanding the insurance coverage that we carry, we may not be fully insured against some
business risks and the occurrence of an event that causes losses in excess of limits specified under the
relevant policy, losses arising from events not covered by insurance policies or delays in the settlement of
claims under such policies could adversely affect our business, results of operations, cash flows and
financial condition. As of August 31, 2021 and March 31, 2021, 2020 and 2019, the aggregate coverage
of the insurance policies obtained by us was 13,802.35 million, % 13,678.53 million,
% 14,506.90 million and 2 12,872.60 million, respectively, which constituted 268.42%, 251.87%, 261.34%
and 243.26%, respectively, of our total assets. Further, as of August 31, 2021 and March 31, 2021, 2020
and 2019, our aggregate amount of loss relating to assets covered (excluding cash in ATMs) under
insurance policies was = 17.40 million, = 32.45 million, = 53.65 million and 2 46.44 million, respectively.
In addition, as of August 31, 2021 and March 31, 2021, 2020 and 2019, our aggregate amount of loss
relating to cash in ATMs was 25.68 million, % 26.20 million, % 38.17 million and 2 43.03 million,
respectively. Losses relating to cash in ATMs are covered under our cash in ATM policy, which has a
per incident limit of % 13.00 million per ATM, with no annual aggregate limit. If we are subject to
litigation or claims or our operations are interrupted for a sustained period, we cannot assure you that our
insurance policies will be adequate to cover the losses that may be incurred as a result of such
interruption. If we suffer large uninsured losses or if any insured losses suffered by us significantly
exceed our insurance coverage or our insurance claims are rejected, it may adversely affect our business,
results of operations, cash flows and financial condition. Although we have not received any rejection of
insurance claims in the past three financial years, we cannot assure you that the insurance claims that we
may make in the future will not be rejected.

To the extent that we suffer loss or damage for which we did not obtain or maintain insurance, and which
is not covered by insurance, exceeds our insurance coverage or where our insurance claims are rejected,
the loss would have to be borne by us and our business, results of operations, cash flows and financial
performance could be adversely affected. See “Our Business — Description of our Business — Insurance”
on page 176.

We depend on a number of key personnel, including our senior management, and the loss of or our
inability to attract or retain such persons with specialized technical know-how could adversely affect
our business, results of operations, cash flows and financial condition.

Our performance depends largely on the efforts and abilities of our senior management and other key
personnel, including our present officers who have specialized technical know-how. The inputs and
experience of our senior management and key managerial personnel are valuable for the development of
our business and operations strategy. We cannot assure you that we will be able to retain these employees
or find adequate replacements in a timely manner, or at all. We may require a long period of time to hire
and train replacement personnel when skilled personnel terminate their employment with us. We may
also be required to increase our levels of employee compensation more rapidly than in the past to remain
competitive in attracting and retaining skilled employees that our business requires. For the five months
ended August 31, 2021, and financial years 2021, 2020 and 2019, our attrition rate was 13.74%, 10.7%,
14.2% and 16.6%, or 304, 604, 874 and 1,066 employees, respectively. Further, a few of our Key
Managerial Personnel have resigned over the last three years, as shown in the table below:

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43.

 

 

 

 

 

Name Date of Change Designation
Capt. Partha Samai | August 2, 2021 Group Head — Human Resources
Mahesh Patel June 21, 2021 President — Technology Department
Prasad Desai December 31, 2019 | Senior Vice President — Corporate and Banking Sales
Department

 

 

 

 

The loss of the services of our senior management and other key personnel could have an adverse effect
on our business, results of operations, cash flows and financial condition.

The continued operations and growth of our business depends upon our ability to attract and retain
personnel who have the necessary and required experience and expertise. Competition for qualified
personnel with relevant industry expertise in India is intense. Although we have formulated a business
succession policy, we cannot assure you that our business will not be adversely affected by the loss of
such personnel in the future. A loss of the services of our key personnel could adversely affect our
business, results of operations, cash flows and financial condition.

We may be held liable for the payment of wages to the contract labourers engaged indirectly in our
operations.

In order to retain flexibility and control costs, we appoint independent contractors who, in turn, engage
on-site contract labour to perform certain operations, including providing security. We have obtained
registration as a principal employer under the Contract Labour (Regulation and Abolition) Act, 1970
(“Contract Labour Act”) for certain of our establishments where workmen are employed through
contractors or agencies licensed under the Contract Labour Act. See “Government and Other Approvals”
on page 384. Although we do not engage these labourers directly, in the event of default by any
independent contractor, we may be held responsible for any wage payments that must be made to such
labourers. Any violation of the provisions of the Contract Labour Act by us is punishable with, inter-alia,
imprisonment for every person in charge of and responsible for the conduct of the business of our
Company at the time of the commission of the offense. For example, we are currently involved in a
number of proceedings involving non-payment of minimum wages to employees of our contractors by
such contractors. See “Outstanding Litigation and Material Developments” on page 358 for outstanding
proceedings in connection with the Contract Labour Act and any other regulations governing contract
labourers, as well as past disputes with labourers. If we are required to pay the wages of the contracted
workmen and subjected to other penalties under the Contract Labour Act, our reputation, results of
operations, cash flows and financial condition could be adversely affected.

We have in the past entered into related party transactions and may continue to do so in the future,
which may potentially involve conflicts of interest with the equity shareholders. Any related party
transactions that are not on an arm's length basis may adversely affect our business, results of
operation, cash flows and financial condition.

We have entered into various transactions with related parties. For the five months ended August 31,
2021 and the financial years 2021, 2020 and 2019, our related party transactions amounted to
% 6,570.38 million, = 176.31 million, = 300.85 million and = 115.10 million, or 86.2%, 1.0%, 1.6% and
0.6% of our total income, respectively. For the five months ended August 31, 2021, our related party
transactions mainly consisted of our purchase of 650,000,000 0.01% compulsorily convertible preference
shares of = 10 each issued by our Corporate Promoter, Vineha Enterprises Private Limited. For further
details, see “History and Certain Corporate Matters — Share Subscription and shareholders’ agreements
— Key terms of subsisting shareholders’ agreements — Share subscription agreements - Share
Subscription Agreement dated April 1, 2021 entered into between Vineha Enterprises Private Limited
and the Company” on page 189. While all such transactions during the periods of the financial
information included in this Prospectus have been conducted on an arm’s length basis, we cannot assure
you that we could not have achieved more favourable terms had such transactions been entered into with
unrelated parties. It is likely that we may enter into related party transactions in the future. Such related
party transactions may potentially involve conflicts of interest. For details on our related party
transactions, see “Other Financial Information - Related Party Transactions” on page 313. For details on
the interest of our Promoters, Directors and key management personnel of our Company, other than
reimbursement of expenses incurred or normal remuneration or benefits, including in relation to property
acquired by our Company from one of our Promoters and Directors, see “Our Management ~ Interest of

49
44,

45.

46.

Directors” and “Our Management — Interest of Key Managerial Personnel” on pages 199 and 209,
respectively. While our Company and our Promoters shall comply with the provisions of the SEBI
Listing Regulations and our Promoters shall act in the interests of our Company and in case of any
conflict of interest, keep the interest of the Company first over their personal interest, we cannot assure
you that such transactions, individually or in the aggregate, will always be in the best interests of our
minority shareholders and will not have an adverse effect on our business, results of operations, cash
flows and financial condition.

We have certain contingent liabilities that may adversely affect our business, financial condition and
results of operations.

Our contingent liabilities that have not been provided for are as set out in the table below:

(in millions)

 

 

 

 

 

 

 

 

 

 

 

‘Amount as of

Pariculars ‘August 31, | March 31, | March31, | March31,

2021 2021 2020 2019

Claims against the Group not acknowledged as debt 18.57 18.77 28.11 17.96
Excise Duty Matters 5.77 5.77 5.77 ae
Sales Tax Matters 100.83 103.25 51.27 27.29
Custom Duty Matters 3.03 11.44 11.44 12.69
Duty Entitlement Pass Book 043 043 048 043
Goods and Service Tax Matters 0.78 0.78 0.78 0.78
Other Matters 56.56 60.02 0.00 0.00
Total 185.97 200.46 97.80 64.92

 

 

 

 

 

If a significant portion of these liabilities materialise, it could have an adverse effect on our business,
financial condition and results of operations. See “Financial Statements — Annexure VI —Note 39 —
Contingent liabilities, commitments and others” on page 284.

We face foreign exchange risks that could adversely affect our results of operations.

Due to the nature and global scale of operations in our business, we earn revenues in currencies that
could be different from the currencies in which we incur expenses. Generally, our sales are denominated
in Indian rupees or the currency of the country in which we operate, while the supply of certain of our
products are denominated in U.S. dollars. Hence, we are exposed to fluctuations in exchange rates
between currencies due to timing differences between receipts and payments which could result in an
increase in mismatches between currencies. In the five months ended August 31, 2021 and the financial
year 2021, we recorded unrealised foreign exchange loss of 2 3.43 million and 2 2.18 million, each
representing 0.00% of our total income, respectively, while in the financial year 2020, we recorded
unrealised foreign exchange gain of 2 1.94 million, representing 0.00% of our total income. We did not
record unrealised foreign exchange gain loss or gain in the financial year 2019. For the five months
ended August 31, 2021 and the financial years 2021, 2020 and 2019, our foreign exchange differences
treated as adjustment to borrowing costs were nil, = (4.89) million, = 7.01 million and @ (3.58) million,
respectively, in each case representing 0.00% of our total income. Although we closely follow our
exposure to foreign currencies and selectively enter into hedging transactions in an attempt to reduce the
risks of currency fluctuations, and seek to minimize our foreign exchange risk under our foreign
exchange policy, these activities are not always sufficient to protect us against incurring potential losses
if currencies fluctuate significantly.

Our Promoters will continue to be our largest shareholder and have the right to approve certain
corporate actions, which may potentially involve conflicts of interest with the equity shareholders.

Following the completion of the Offer, our Promoters will continue to hold 65.45%‘ of our outstanding
Equity Shares, and therefore will have the ability to significantly influence our operations. This will
include the ability to appoint Directors to our Board and the right to approve significant actions at Board
and at shareholders’ meetings, including the issue of Equity Shares and dividend payments, business

50

 
47.

48.

49.

plans, mergers and acquisitions, any consolidation or joint venture arrangements, any amendment to our
Memorandum and Articles of Association, and any assignment or transfer of our interest in any of our
licenses. While our Company and our Promoters shall comply with the provisions of the SEBI Listing
Regulations and our Promoters shall act in the interests of our Company and in case of any conflict of
interest, keep the interest of the Company first over their personal interest, we cannot assure you that our
Promoters will not have conflicts of interest with other shareholders or with our Company. Any such
conflict may adversely affect our ability to execute our business strategy or to operate our business.
‘Subject to finalization of Basis of Allotment

We have experienced negative cash flows in relation to our investing and financing activities in recent
financial periods. Any negative cash flows in the future would adversely affect our cash flows,
business, financial condition and results of operations.

We have in the past, and may in the future, experience negative cash flows. The following table sets forth
certain information relating to our cash flows for the period/years indicated:

 

 

Five For the Financial Year
months

ended

August 2021 2020 2019
31, 2021

 

‘Amount (¥ in millions)

 

 

 

 

 

Net cash generated from operating activities 2,101.93 | 4,175.64 4,460.31] 4,861.39
Net cash used in investing activities (6,417.41) | (1,563.44) | (2,906.62)| (1,653.63)
Net cash generated from / (used in) financing activities (1319.12) | 3,204.92 | (1,717.57)| @,151.78)
Net increase / (decrease) in cash and cash equivalents (6,634.60) | 5,817.12 (163.88) 55.98

 

 

 

 

 

Negative cash flows over extended periods, or significant negative cash flows in the short term, could
affect our ability to operate our business and implement our growth plans. As a result, our cash flows,
business, financial condition and results of operations could be adversely affected. For further details, see
“Management's Discussion and Analysis of Financial Condition and Results of Operations — Cash
Flows” on page 351.

Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flows,
capital requirements, capital expenditures and restrictive covenants of our financing arrangements.

We have paid dividends on the Equity Shares for the financial year 2019 and have declared dividends for
the financial year 2021. We did not pay any dividends on the Equity Shares for the financial year 2020.
Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flows,
capital requirements, capital expenditure and restrictive covenants of our financing arrangements. Any
future determination as to the declaration and payment of dividends will be at the discretion of our Board
and subsequent approval of shareholders and will depend on factors that our Board and shareholders
deem relevant, including among others, our future earnings, financial condition, cash flows, capital
requirements, capital expenditures, business prospects and restrictive covenants under our financing
arrangements. We may decide to retain all of our earnings to finance the development and expansion of
our business and, therefore, may not declare dividends on our Equity Shares. We cannot assure you that
we will be able to pay dividends at any point in the future. For further details, see “Dividend Policy” on
page 216.

We have referred to the data derived from two industry reports commissioned and paid for by our
Company from Ken Research which have been used for industry-related data in this Prospectus.

Unless otherwise indicated, the industry-related information contained in this section is derived from an
executive summary of a report titled “India ATM Market Outlook to 2026” dated August 2021 (the “Ken
ATM Report”) and a report titled “India Payment Services Market Outlook to 2026” dated August 2021
(the “Ken Payments Report”, and together with the Ken ATM Report, the “Ken Reports”), both
prepared by Ken Research Private Limited (“Ken Research”). We commissioned Ken Research on July
9, 2021 for the Ken Reports, and paid for such reports an agreed fee only for the purposes of confirming
our understanding of the industry in connection with the Offer. We have no direct or indirect association

51

 
with Ken Research other than as a consequence of such an engagement. The Ken Reports are not
exhaustive and are based on certain assumptions, parameters and conditions made and identified by Ken
Research. They also use certain methodologies for market sizing and forecasting. Investors should read
the industry related disclosure in this Prospectus in this context. Industry sources and publications are
also prepared based on information as of specific dates and may no longer be current or reflect current
trends. Industry sources and publications may also base their information on estimates, projections,
forecasts and assumptions that may prove to be incorrect. Accordingly, investors should not place undue
reliance on, or base their investment decision solely on this information.

EXTERNAL RISK FACTORS

Risks Relating to India

50.

51.

52.

The occurrence of natural or man-made disasters could adversely affect our results of operations,
cash flows and financial condition. Hostilities, terrorist attacks, civil unrest and other acts of violence
could adversely affect the financial markets and our business.

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes,
fires, explosions, pandemic disease and man-made disasters, including acts of terrorism and military
actions, could adversely affect our results of operations, cash flows or financial condition. Terrorist
attacks and other acts of violence or war may adversely affect the Indian securities markets. In addition,
any deterioration in international relations, especially between India and its neighbouring countries, may
result in investor concern regarding regional stability which could adversely affect the price of the Equity
Shares. In addition, India has witnessed local civil disturbances in recent years and it is possible that
future civil unrest as well as other adverse social, economic or political events in India could have an
adverse effect on our business. Such incidents could also create a greater perception that investment in
Indian companies involves a higher degree of risk and could have an adverse effect on our business and
the market price of the Equity Shares.

We are subject to regulatory, economic and social and political uncertainties and other factors beyond
our control.

We are incorporated in India and we conduct substantially all our corporate affairs and our business in
India. Our Equity Shares are to be listed on the BSE and the NSE. Consequently, our business,
operations, financial performance and the market price of our Equity Shares will be affected by interest
rates, government policies, taxation, social and ethnic instability and other political and economic
developments affecting India.

Factors that may adversely affect the Indian economy, and hence our results of operations may include:

© any exchange rate fluctuations, the imposition of currency controls and restrictions on the
right to convert or repatriate currency or export assets;

© any scarcity of credit or other financing in India, resulting in an adverse effect on economic
conditions in India and scarcity of financing for our expansions;

© prevailing income conditions among Indian customers and Indian corporations;

© epidemic or any other public health in India or in countries in the region or globally, including
in India’s various neighbouring countries;

® macroeconomic factors and central bank regulation, including in relation to inflation and
interest rates movements which may in turn adversely affect our access to capital and increase
our borrowing costs;

¢ volatility in, and actual or perceived trends in trading activity on, India’s principal stock
exchanges;

e decline in India's foreign exchange reserves which may affect liquidity in the Indian
economy;

« downgrading of India’s sovereign debt rating by rating agencies; and

e difficulty in developing any necessary partnerships with local businesses on commercially
acceptable terms or a timely basis.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian
economy or certain regions in India, could adversely affect our business, results of operations and
financial condition and the price of the Equity Shares.

Financial instability in other countries may cause increased volatility in Indian financial markets.

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53.

The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, particularly emerging market countries in Asia. Although economic conditions are different in
each country, investors’ reactions to developments in one country can have adverse effects on the
securities of companies in other countries, including India. A loss of investor confidence in the financial
systems of other emerging markets may cause increased volatility in Indian financial markets and,
indirectly, in the Indian economy in general. Any worldwide financial instability could also have a
negative impact on the Indian economy. Financial disruptions may occur again and could harm our
business, our future financial performance and the prices of the Equity Shares.

Changing laws, rules and regulations and legal uncertainties across the multiple jurisdictions we
operate in may adversely affect our business, results of operations, cash flows, financial condition and
prospects.

Our business, financial condition and results of operations could be adversely affected by changes in the
laws, rules, regulations or directions applicable to us and our business, the interpretations of such existing
laws, rules and regulations, or the promulgation of new laws, rules and regulations. The governmental
and regulatory bodies may notify new regulations or policies, which may require us to obtain approvals
and licenses from the government and other regulatory bodies, or impose onerous requirements and
conditions on our operations, in addition to those which we are undertaking currently, or change the
manner in which we conduct KYC or authenticate our customers. Any such changes and the related
uncertainties with respect to the implementation of new regulations may have an adverse effect on our
business, results of operations, cash flows, financial condition and prospects.

Further, we are subject to various labour laws and regulations governing our relationships with our
employees and contractors, including in relation to minimum wages, working hours, overtime, working
conditions, hiring and terminating the contracts of employees and contractors, contract labour and work
permits. Our full-time employees are employed by us and are entitled to statutory employment benefits.
In addition to our full-time employees, we use agencies for our outsourcing requirements and engage
persons on a contractual basis. A change of law that requires us to increase the benefits to the employees
from the benefits currently provided may create potentially liability for us. Such benefits could also
include provisions which reduce the number of hours an employee may work or increase the number of
mandatory casual leaves, which can all affect the productivity of the employees. A change of law that
requires us to treat and extend benefits to our outsourced personnel, and personnel retained on a
contractual basis, similar to our full-time employees may create potential liability for us. Moreover, our
failure to comply with current and future health and safety and labour laws and regulations at all times,
including obtaining relevant statutory and regulatory approvals, could adversely affect our business,
results of operations, cash flows, financial condition and prospects. For example, in September 2020, the
Government of India implemented a new legislation relating to social security and wages, the Code for
Social Security, which took effect beginning April 1, 2021 (the “Social Security Code”). The Social
Security Code affects overall employee expenses which, in turn, could impact our profitability. The
Social Security Code has introduced the novel concept of deemed remuneration, such that where an
employee receives more than half (or such other percentage as may be notified by the Government of
India) of such employee’s total remuneration in the form of allowances and other amounts that are not
included within the definition of wages under the Social Security Code, the excess amount received shall
be deemed as remuneration and accordingly added to wages for the purposes of the Social Security Code,
and the compulsory contribution made towards the employees provident fund. As an immediate
consequence, the Social Security Code could increase the financial burden on the employer and could
impact profitability. Similarly, the Government of India enacted ‘The Code on Wages, 2019’ which
received the assent of the President of India on August 8, 2019. While it proposes to subsume four
separate legislations, namely, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the
Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976, it has not yet been completely
notified.

Additionally, the Government of India, in December 2019, published the Personal Data Protection Bill,
2019, which provides for a framework for protection of personal data and use of non-personal data and
seeks to, among others, lay down norms for cross-border transfer of personal data, define the scope of the
definition of personal data and non-personal data, establishment of a data protection authority and ensure
the accountability of entities processing personal data. Should such a framework be notified, our ability
to collect, use, disclose and transfer information with respect to our counterparties may be further
restricted. Our failure to take reasonable security precautions, safeguard personal information or collect
such information in the future may have an adverse effect on our business, results of operations, cash

53
54.

flows, financial condition and prospects.

Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and
regulations including foreign investment laws governing our business, operations and group structure,
could result in us being deemed to be in contravention of such laws or may require us to apply for
additional approvals. We may incur increased costs and other burdens relating to compliance with such
new requirements, which may also require significant management time and other resources, and any
failure to comply may adversely affect our business, results of operations, cash flows, financial condition
and prospects. Uncertainty in the application, interpretation or implementation of any amendment to, or
change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of
administrative or judicial precedent may be time consuming as well as costly for us to resolve and may
impact the viability of our current business or restrict our ability to grow our businesses in the future.

See “Key Regulations and Policies” on page 177.

If there is any change in taxation laws, or their interpretation, such changes may significantly affect
our business, results of operations, cash flows, financial condition and prospects.

Changes to Indian tax laws could have an effect on our operations. For instance, the Taxation Laws
(Amendment) Ordinance, 2019, a new tax ordinance issued by India’s Ministry of Finance on September
20, 2019, prescribed certain changes to the income tax rate applicable to companies in India. According
to this ordinance, companies can voluntarily opt in favour of a concessional tax regime (subject to no
other special benefits/exemptions being claimed), which would ultimately reduce the effective tax rate
for Indian companies from 34.94% to approximately 25.17%. Our Company and SVIL have opted for the
concessional regime, while ITSL has not opted for the concessional regime and continues to be subject to
other benefits and exemptions. Any future amendments to the concessional regime may affect our other
benefits such as exemption for income earned by way of dividend from investments in other domestic
companies and units of mutual funds, exemption for interest received in respect of tax free bonds, and
long-term capital gains on equity shares if withdrawn by the statute in the future, and the same may no
longer be available to us. Any adverse order passed by the appellate authorities, tribunals or courts would
have an effect on our profitability.

In addition, we are subject to tax related inquiries and claims. We may be particularly affected by claims
from tax authorities on account of income tax assessment, service tax and GST that combines taxes and
levies by the central and state governments into one unified rate of interest with effect from July 1, 2017.
In addition, the tax consequences of the General Anti-Avoidance Rules (“GAAR”), which came into
effect from April 1, 2017, being applied to an arrangement could result in denial of tax benefit amongst
other consequences. In the absence of any precedents on the subject, the application of these provisions is
uncertain and may or may not have an adverse tax impact on us. As a result, any such changes or
interpretations could have an adverse impact on our business, results of operations, cash flows, financial
condition and prospects. Further, the Finance Act, 2019 stipulates any sale, transfer and issue of
securities through exchanges, depositories or otherwise to be charged with stamp duty. The Finance Act,
2019 has also clarified that the liability to pay stamp duty in case of sale of securities through stock
exchanges will be on the buyer, while in other cases of transfer for consideration through a depository,
the onus will be on the transferor. The stamp duty for transfer of securities other than debentures, on a
delivery basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of the
consideration amount. As such, there is no certainty on the impact that the Finance Act, 2019 may have
on our business and operations.

Further, the Government of India has announced the union budget for the Fiscal 2022, pursuant to which
the Finance Bill, 2021 (“Finance Bill”) has introduced various amendments. The Finance Bill has
received assent from the President of India on March 28, 2021, and has been enacted as the Finance Act,
2021 (“Finance Act”). We have not fully determined the impact of these recent and proposed laws and
regulations on our business. We cannot predict whether any amendments made pursuant to the Finance
Act could have an adverse effect on our business, results of operations, cash flows, financial condition
and prospects. Unfavourable changes in or interpretations of existing, or the promulgation of new, laws,
rules and regulations including foreign investment and stamp duty laws governing our business and
operations could result in us being deemed to be in contravention of such laws and may require us to
apply for additional approvals.

We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what
the nature and impact of the specific terms of any such laws or regulations will be or whether, if at all,

54
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56.

any laws or regulations would have an adverse effect on our business.

It may not be possible for you to enforce any judgment obtained outside India against us, our
management or any of our respective affiliates in India, except by way of a suit in India on such
judgment.

Our Company is incorporated under the laws of India. Substantially all of our assets are located in India
and a majority of our Directors and Key Management Personnel are residents of India. As a result, it may
not be possible for investors to effect service of process upon our Company or such persons in
jurisdictions outside India, or to enforce against judgments obtained in courts outside India. Moreover, it
is unlikely that a court in India would award damages on the same basis as a foreign court if an action
were brought in India or that an Indian court would enforce foreign judgments if it viewed the amount of
damages as excessive or inconsistent with Indian public policy.

India has reciprocal recognition and enforcement of judgments in civil and commercial matters with a
limited number of jurisdictions, which includes, the United Kingdom, Singapore, UAE and Hong Kong.
A judgment from certain specified courts located in a jurisdiction with reciprocity must meet certain
requirements of the Civil Code. The United States and India do not currently have a treaty providing for
reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final
judgment for the payment of money rendered by any federal or state court in a non-reciprocating
territory, such as the United States, for civil liability, whether or not predicated solely upon the general
securities laws of the United States, would not be enforceable in India under the Civil Code as a decree
of an Indian court.

The United Kingdom, Singapore, UAE and Hong Kong have been declared by the Government of India
to be reciprocating territories for purposes of Section 44A of the Civil Code. A judgment of a court of a
country which is not a reciprocating territory may be enforced in India only by a suit on the judgment
under Section 13 of the Civil Code, and not by proceedings in execution. Section 13 of the Civil Code
provides that foreign judgments shall be conclusive regarding any matter directly adjudicated on except
(i) where the judgment has not been pronounced by a court of competent jurisdiction, (ii) where the
judgment has not been given on the merits of the case, (iii) where it appears on the face of the
proceedings that the judgment is founded on an incorrect view of international law or refusal to recognize
the law of India in cases to which such law is applicable, (iv) where the proceedings in which the
judgment was obtained were opposed to natural justice, (v) where the judgment has been obtained by
fraud or (vi) where the judgment sustains a claim founded on a breach of any law then in force in India.
Under the Civil Code, a court in India shall, on the production of any document purporting to be a
certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent
jurisdiction, unless the contrary appears on record. The Civil Code only permits the enforcement of
monetary decrees, not being in the nature of any amounts payable in respect of taxes, other charges, fines
or penalties. Judgments or decrees from jurisdictions which do not have reciprocal recognition with India
cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of
money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated
solely upon the general laws of the non-reciprocating territory, would not be enforceable in India. Even if
an investor obtained a judgment in such a jurisdiction against us, our officers or directors, it may be
required to institute a new proceeding in India and obtain a decree from an Indian court.

However, the party in whose favour such final judgment is rendered may bring a new suit in a competent
court in India based on a final judgment that has been obtained in the United States or other such
jurisdiction within three years of obtaining such final judgment. It is unlikely that an Indian court would
award damages on the same basis as a foreign court if an action is brought in India. Moreover, it is
unlikely that an Indian court would award damages to the extent awarded in a final judgment rendered
outside India if it believes that the amount of damages awarded were excessive or inconsistent with
Indian practice. In addition, any person seeking to enforce a foreign judgment in India is required to
obtain the prior approval of the RBI to repatriate any amount recovered.

Significant differences exist between the Indian Accounting Standards (Ind AS) and other accounting
principles, such as Generally Accepted Accounting Principles in the United States of America (US
GAAP) and International Financial Reporting Standards (IFRS), which may be material to investors'
assessments of our financial condition.

The Restated Consolidated Financial Information included in this Prospectus have been prepared in
accordance with Ind AS. We have not attempted to quantify the impact of US GAAP or IFRS on the

55
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58.

59.

financial data included in this Prospectus, nor do we provide a reconciliation of our financial statements
to those of US GAAP or IFRS. US GAAP and IFRS differ in significant respects from Ind AS.
Accordingly, the degree to which the Ind AS financial statements, which are restated as per the SEBI
ICDR Regulations included in this Prospectus, will provide meaningful information is entirely dependent
on the reader’s level of familiarity with Indian accounting practices. Any reliance by persons not familiar
with Indian accounting practices on the financial disclosures presented in this Prospectus should be
limited accordingly.

Rights of shareholders under Indian laws may differ from those under the laws of other jurisdictions.

Indian legal principles related to corporate procedures, directors’ fiduciary duties and liabilities, and
shareholders’ rights may differ from those that would apply to a company in another jurisdiction.
Shareholders’ rights including in relation to class actions, under Indian law may not be similar to the
shareholders’ rights under the laws of other countries or jurisdictions.

  

A third party proposing to acquire control of us following the Offer shall be subject to takeover
provisions under Indian law.

There are provisions in Indian law that may delay, deter or prevent a future takeover or change in control
of our Company, even if a change in control would result in the purchase of your Equity Shares at a
premium to the market price or would otherwise be beneficial to you. Such provisions may discourage or
prevent certain types of transactions involving actual or threatened change in control of us. Under the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 (“Takeover Regulations”), an acquirer has been defined as any person who, directly or indirectly,
acquires or agrees to acquire shares or voting rights or control over a company, whether individually or
acting in concert with others. Although these provisions have been formulated to ensure that interests of
investors or shareholders are protected, these provisions may also discourage a third party from
attempting to take control of our Company. Consequently, even if a potential takeover of our Company
would result in the purchase of the Equity Shares at a premium to their market price or would otherwise
be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or
consummated because of the Takeover Regulations.

 

Any downgrading of India’s sovereign debt rating by an international rating agency could have a
negative impact on our business, financial performance and results of operations

India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or
fiscal policy or a decline in India s foreign exchange reserves, all which are outside our control. India’s
sovereign rating by DBRS decreased from BBB to BBB “low” on May 20, 2021, and its rating by S&P
was BBB- with a “stable” outlook as of July 13, 2021. Any adverse changes to India’s credit ratings by
international rating agencies may adversely affect our ratings or terms on which we are able to raise
additional finances or refinance any existing indebtedness. This may have an adverse impact on our
business and financial performance, shareholders equity and the price of the Equity Shares.

Risks Relating to the Equity Shares and this Offer

60.

The Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may
experience price and volume fluctuations, and an active trading market for the Equity Shares may not
develop.

Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on
the Stock Exchanges may not develop or be sustained after the Offer. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market
for the Equity Shares. The Offer Price of the Equity Shares has been determined through a book-building
process and may not be indicative of the market price of the Equity Shares at the time of commencement
of trading of the Equity Shares or at any time thereafter. The market price of the Equity Shares may be
subject to significant fluctuations in response to, among other factors:

quarterly variations in our results of operations;

results of operations that vary from the expectations of research analysts and investors;

results of operations that vary from those of our competitors;

changes in expectations as to our future financial performance, including financial estimates by
research analysts and investors;

. conditions in financial markets, including those outside India;

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62.

63.

64.

. a change in research analysts’ recommendations;

« market conditions specific to the industry we operate in;

announcements by us or our competitors of new products, significant acquisitions, strategic
alliances, joint operations or capital commitments;

« announcements by third parties or governmental entities of significant claims or proceedings
against us;

« new laws and governmental regulations or changes in laws and governmental regulations applicable
to our industry;

« additions or departures of Key Management Personnel; and

« general economic and stock market conditions.

Changes in relation to any of the factors listed above could affect the price of the Equity Shares.

The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares
after the Offer.

The Offer Price of the Equity Shares has been determined by our Company and the Promoter Selling
Shareholder in consultation with the BRLMs, and through the Book Building Process. This price is based
on numerous factors, as described under “Basis for Offer Price” on page 108 and may not be indicative
of the market price for the Equity Shares after the Offer. The market price of the Equity Shares could be
subject to significant fluctuations after the Offer, and may decline below the Offer Price. We cannot
assure you that you will be able to resell your Equity Shares at or above the Offer Price. Further, certain
of the BRLMs have previously handled issues wherein the market price of the issued shares declined
below the issue price of the shares within 30 days of their listing and in certain cases continued to trade at
a price lower than their listing price on the 180" day from listing. For further price information on the
past issues handled by the BRLMs, see “Other Regulatory and Statutory Disclosures” on page 388.

Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an
adverse effect on the value of the Equity Shares, independent of our operating results.

On listing, the Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of the Equity Shares will also be paid in Indian Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates
during the time that it takes to undertake such conversion may reduce the net dividend to foreign
investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating
outside India the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory
approvals that may be required for the sale of Equity Shares, may reduce the proceeds received by equity
shareholders. For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated in
recent years and may continue to fluctuate substantially in the future, which may have an adverse effect
on the returns on the Equity Shares, independent of our operating results.

Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian
law and thereby suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer its
existing equity shareholders pre-emptive rights to subscribe and pay for a proportionate number of equity
shares to maintain their existing ownership percentages prior to issuance of any new equity shares, unless
the pre-emptive rights have been waived by the adoption of a special resolution by holders of three-
fourths of the Equity Shares voting on such resolution.

However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive
rights without our filing an offering document or registration statement with the applicable authority in
such jurisdiction, you will be unable to exercise such pre-emptive rights, unless we make such a filing. If
we elect not to file a registration statement, the new securities may be issued to a custodian, who may sell
the securities for your benefit. The value such custodian receives on the sale of any such securities and
the related transaction costs cannot be predicted. To the extent that you are unable to exercise pre-
emptive rights granted in respect of the Equity Shares, your proportional interests in our Company would
be diluted.

Under Indian law, foreign investors are subject to investment restrictions that limit our ability to
attract foreign investors, which may adversely affect the trading price of the Equity Shares.

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents

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66.

and residents are freely permitted (subject to certain exceptions), if they comply with the valuation and
reporting requirements including as specified by the RBI. If a transfer of shares is not in compliance with
such requirements and fall under any of the exceptions specified by the RBI, then the RBI’s prior
approval is required. Additionally, shareholders who seek to convert Rupee proceeds from a sale of
shares in India into foreign currency and repatriate that foreign currency from India require a no-
objection or a tax clearance certificate from the Indian income tax authorities. Further, in accordance
with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22,
2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which
shares a land border with India or where the beneficial owner of an investment into India is situated in or
is a citizen of any such country, will require prior approval of the Government of India, as prescribed in
the Consolidated FDI Policy and the FEMA NDI Rules. These investment restrictions shall also apply to
subscribers of offshore derivative instruments. We cannot assure you that any required approval from the
RBI or any other governmental agency can be obtained on any particular terms or at all. For further
details, see “Restrictions on Foreign Ownership of Indian Securities” on page 430.

Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.

Under the current Indian tax laws and regulations, capital gains arising from the sale of equity shares in
an Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied both at
the time of transfer and acquisition of the equity shares (unless exempted under a prescribed
notification), and the STT is collected by an Indian stock exchange on which equity shares are sold. Any
gain realized on the sale of equity shares held for more than 12 months, which are sold using any other
platform other than on a recognized stock exchange and on which no STT has been paid, are subject to
long term capital gains tax in India. Such long term capital gains exceeding = 100,000 arising from the
sale of listed equity shares on the stock exchange are subject to tax at the rate of 10% (plus applicable
surcharge and cess). Further, STT will be levied and collected by an Indian stock exchange if the equity
shares are sold on a stock exchange. With respect to capital gains arising in an off market sale, long term
capital gains are subject to tax at the rate of 10% (plus applicable surcharge and cess) without the
exemption of 2 100,000. Short-term capital gains, arising from the sale of such equity shares on a stock
exchange would be subject to tax at the rate of 15% (plus applicable surcharge and cess), while short
term capital gains arising in an off-market sale would be subject to tax at a higher rate of 40% (plus
applicable surcharge and cess) in the case of foreign companies and 30% (plus applicable surcharge and
cess) in the case of other non-resident taxpayers.

The Government of India has announced the union budget for financial year 2022, pursuant to which the
Finance Bill, 2021 was tabled before the Lok Sabha. The Finance Bill received assent from the President
of India on March 28, 2021 and has been enacted as the Finance Act. We have not fully determined the
impact of these recent laws and regulations on our business. We cannot predict whether any amendments
made pursuant to the Finance Act would have an adverse effect on our business, financial condition and
results of operations. Unfavourable changes in or interpretations of existing, or the promulgation of new,
laws, rules and regulations including foreign investment and stamp duty laws governing our business and
operations could result in us being deemed to be in contravention of such laws and may require us to
apply for additional approvals. Uncertainty in the applicability, interpretation or implementation of any
amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a
limited body, of administrative or judicial precedent may be time consuming as well as costly for us to
resolve and may impact the viability of our current businesses or restrict our ability to grow our
businesses in the future.

In accordance with the Indian Stamp Act 1899, in the absence of a specific provision under an
agreement, the liability to pay stamp duty in case of sale of securities through stock exchanges will be on
the buyer, while in other cases of transfer for consideration through a depository, the onus will be on the
transferor. The stamp duty for transfer of securities other than debentures, on a delivery basis is specified
at 0.015% and on a non-delivery basis is specified at 0.003% of the consideration amount.

Qualified Institutional Buyers (QIBs) and Non-Institutional Investors are not permitted to withdraw
or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after
submitting a Bid.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not permitted to
withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after
submitting a Bid. Retail Individual Investors can revise their Bids during the Bid/Offer Period and

58
67.

withdraw their Bids until Bid/Offer Closing Date. While our Company is required to complete Allotment
pursuant to the Offer within six Working Days from the Bid/Offer Closing Date, events affecting the
Bidders’ decision to invest in the Equity Shares, including material adverse changes in international or
national monetary policy, financial, political or economic conditions, our business, results of operation
or financial condition may arise between the date of submission of the Bid and Allotment. Our Company
may complete the Allotment of the Equity Shares even if such events occur, and such events limit the
Bidders’ ability to sell the Equity Shares Allotted pursuant to the Offer or cause the trading price of the
Equity Shares to decline on listing.

Any sale of Equity Shares by our Promoters or future issuance of Equity Shares, or convertible
securities or other equity-linked securities by us may dilute your shareholding and adversely affect the
trading price of the Equity Shares.

We may be required to finance our growth through future equity offerings. Any future issuance of the
Equity Shares, convertible securities or securities linked to the Equity Shares by us, including through
exercise of employee stock options may dilute your shareholding in our Company. Any sale of the
Equity Shares by our Promoters or future equity issuances by us may adversely affect the trading price of
the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital
through offering of the Equity Shares or incurring additional debt. In addition, any perception by
investors that such issuances or sales might occur may also affect the market price of the Equity Shares.
We cannot assure you that we will not issue additional Equity Shares, convertible securities or securities
linked to Equity Shares or that our Shareholders will not dispose of, pledge or encumber their Equity
Shares in the future.

59
SECTION III:
THE

The details of the Offer are summarized below.

INTRODUCTION

OFFER

 

Offer for Sale of Equity Shares

38,857,141) Equity Shares aggregating to 26,800.00 million

 

 

The Offer consists of:

 

 

 

 

 

 

 

 

 

 

 

 

(A)__ QB Portion 19,428,569" Equity Shares
Of which
Anchor Investor Portion 11,657, 1414 Equity Shares
Net QIB Portion (assuming Anchor Investor | 7,771,428 Equity Shares
Portion is fully subscribed)
Of which
Mutual Fund Portion 388,572 Equity Shares
Balance for all QIBs including Mutual Funds | 7,382,856" Equity Shares
(excluding Anchor Investor Portion)
(B)__Non-Institutional Portion 5,828,572A Equity Shares
(©)_ Retail Portion® 13,600,000 Equity Shares

 

 

Pre and Post-Offer Equity Shares

 

 

Equity Shares outstanding prior to the Offer (as of the date
of this Prospectus) and after the Offer

120,392,576 Equity Shares

 

 

Use of Offer Proceeds by our Company

 

Our Company will not directly receive the Offer Proceeds.
The Selling Shareholders will receive the proceeds from the
Offer for Sale.

The Promoter Selling Shareholder proposes to primarily
utilize his respective portion of the Offer proceeds to
purchase the VEPL CCPS from our Company and our
Company proposes to primarily utilize the proceeds from
such sale of VEPL CCPS to redeem the Listed NCDs. For
details, see “Objects of the Offer” on page 104.

 

 

* Subject to finalization of the Basis of Allotment

 

 

 

 

 

 

 

 

 

 

 

 

 

a The Offer has been authorized by a resolution dated August 4, 2021 passed by our Board.
(2) The details of the participation by each Selling Shareholder in the Offer are as set out below:
aay Name of the Selling Shareholder Date of consent letter | Amount Authorized | Number of Equity
. No.
Shares Offered’
1 Mr. Ravi B. Goyal January 5, 2022 Up to 26,775.80 38,718,857
: million
2. Mr. V.C. Gupte November 30, 2021 Up to 27.63 million 43,600
3. Mr. Shailesh Shetty November 30, 2021 Up to 25.97 million 34,114
4. Mr. Rakesh Kumar November 30, 2021 Up to 24.64 million 26,514
5. Mr. Nikhil Patiyat November 30, 2021 Up to 22.98 million 17,028
6. Mr. Rajesh Harshedrai Shah’ November 30, 2021 Up to 22.98 million 17,028
* Subject to finalization of the Basis of Allotment

Each of the Selling Shareholders, severally and not jointly, confirms that the Offered Shares have been held by such Selling

Shareholder for a period of at least one year prior to
eligible for being offered for sale in the Offer as requ
Structure” on page 80.

@)

the filing of the Draft Red Herring Prospectus, and are accordingly
red by the SEBI ICDR Regulations. For more details, see “Capital

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except the QIB

Portion, was allowed to be met with spill-over from any other category or combination of categories at the discretion of our

Company and the Promoter Selling Shareholder in consul

4)

Our Company and the Promoter Selling Shareholder, i

tation with the BRLMs and the Designated Stock Exchange.

in consultation with the BRLMs, allocated 60% of the QIB Portion to

Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. The QIB Portion was accordingly
reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor Investor Portion was reserved for domestic

60

 

 
Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price. See “Offer Procedure” on page 411. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was made
available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was made
available for allocation on a proportionate basis to all QUB Bidders (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less
than 388,572 Equity Shares, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be added to the
QIB Portion and allocated proportionately to the QUB Bidders (other than Anchor Investors) in proportion to their Bids. See
“Offer Procedure” on page 411.

Allocation to Bidders in all categories, except the Retail Portion and the Anchor Investor Portion, if any, was
made on a proportionate basis, subject to valid Bids being received at or above the Offer Price, as applicable.
Allocation to Retail Individual Bidders shall not be less than the minimum Bid Lot, subject to availability of
Equity Shares in the Retail Portion, and the remaining available Equity Shares, if any, shall be allocated on a
proportionate basis. Allocation to Anchor Investors was made on a discretionary basis in accordance with the
SEBI ICDR Regulations. For further details, see “Offer Structure”, “Terms of the Offer” and “Offer Procedure”
on pages 408, 402 and 411, respectively.

61
SUMMARY OF FINANCIAL INFORMATION

The following tables set forth summary financial information derived from the Restated Consolidated Financial
Information. The summary financial information presented below should be read in conjunction with
“Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 217 and 319, respectively.

[The remainder of this page has been intentionally left blank]

62
SUMMARY RESTATED CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES

(All amounts in million of Indian Rupees, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asat Asat Asat
Particulars ae ohn 31 March, | 31™March, | 31 March,
2021 2020 2019
ASSETS
Non-current assets
Property, Plant and Equipment 5,717.02 6,032.01 5,997.06 5,454.66
Right-of-use asset 3,446.48 3,207.03 4,054.22 4,245.79
Capital work-in-progress 463.13 468.57 866.89 497.98
Goodwill 25.86 25.20 24.49 23.70
Other intangible assets 332.32 383.24 440.65 351.26
Intangible Assets under development 155.48 113.17 23.20 S11
Financial Assets
Investments 0.08 7.93 23.55 0.00
Loans 0.00* 0.00 0.00 0.00
Other financial assets 757.74 769.22 823.80 659.31
Deferred tax assets (net) 536.57 558.82 539.44 566.54
Other non-current assets 605.62 614.61 712.21 436.28
Other non-current tax assets (net) 269.83 174.93 339.44 533.33
Total non- current assets 12,310.13 12,354.73 13,844.95 12,771.96
Current assets
Inventories 655.29 720.07 639.03 918.64
Financial Assets
Investments 6,598.28 96.91 0.00 0.00
Trade and unbilled receivables
Trade receivables 5,695.75 4,905.29 4,564.85 4,429.69
Unbilled receivables 2,008.86 3,182.95 1,594.57 1,185.16
Cash and cash equivalents 288.63 5,923.23 106.11 269.99
Bank balances 621.20 1,018.87 111.07
Loans 0.00 0.00 0.00
Other financial assets 257.96 244.10 138.70
Other current assets 734,23 643.69 708.36 719.05
Other current tax assets (net) 0.00 48.48 104.36 0.00
Total current assets 16,860.20 16,783.59 8,569.00 7,772.30
Total assets 29,170.33, 29,138.32 22,413.95 20,544.26

 

 

 

 

 

 

63
(All amounts in million of Indian Rupees, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

. ‘As at 31 As at As at Asat
Particulars ‘August, 2021 | 31March, | 31March, | 31 March,
2021 2020 2019

EQUITY AND LIABILITIES
EQUITY
Equity share capital 1,185.81 1,185.81 1,185.81 1,185.81
Other Equity 4,251.54 4,400.81 3,803.74 3,063.53
Total Equity 5,437.35, 5,586.62 4,989.55, 4,249.34
LIABLITIES
Non-current liabilities
Financial liabilities
Borrowings 8,887.18 8,661.83 3,488.81 3,216.61
Lease liabilities 2,744.78 2,587.51 3,566.46,
Other financial liabilities 24.32 32.46 102.14 65.04
Provisions 249.46 261.75, 223.39 174.83
Other non-current liabilities 38.00 60.66 78.80 129.32
Total non-current liabilities 11,943.74 11,604.21 7,175.02 7,152.26
Current liabilities
Financial Liabilities
Borrowings 3,549.16 3,668.20 3,300.07 2,859.09
Lease liabilities 1,363.85, 1,305.87 1,519.41 1,410.87
Trade payables
ese dues of Micro enterprises and Small 295.51 92.17 138.10 176.09
oe creates dues of other than Micro enterprises and 3,615.07 4,176.02 3,483.40 3,516.88
Other current financial liabilities 761.06, 809.50 800.78 486.36
Other current liabilities 1,997.40 1,688.86 776.38 486.47
Provisions 207.19 206.87 231.24 206.90
Total current liabi 11,789.24 11,947.49 10,249.38 9,142.66
Total equity and liabilities 29,170.33 29,138.32 22,413.95 20,544.26

 

 

 

 

 

 

* Amount less than Rs.0.01 million

64

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five-month Year Year Year
Pee period ended | ended ended ended
aca 31 August | 31 March, | 31 March, | 31 March,
2021 2021 2020 2019

Other comprehensive income:
Items that will not be reclassified to Restated Consolidated
Statement of Profit and Loss in subsequent year
- Remeasurement of the defined benefit plans 32.82 (1.29) (19.46) (18.26)
- Income tax relating to the above (7.94) 0.36 4.90 5.77
Items that will be reclassified to Restated Consolidated
Statement of Profit and Loss in subsequent year
Exchange differences in translating financial statements of foreign (0.11) 28.04 17.57 26.68
operations
Other comprehensive income for the year/period attributable G7 sai aaa alas
to equity shareholders
Total comprehensive income for the year/period (156.28) 575.03 833.15 676.13
Attributable to :
Equity holders of the parent (156.28) 575.03 833.15 676.13
Non-controlling interests 0.00 0.00 0.00 0.00
Earnings per equity share (Nominal value of equity shares of
Rs. 10 each, fully paid up)*
Basic earnings per share (Rs.) (1.53) 4.62 7.00 5.58
Diluted earnings per share (Rs.) (1.53) 4.55 6.90 5.53

 

 

 

 

 

* EPS for the five months period ended 31 August 2021 is not annualised

66

 
SUMMARY RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS

(All amounts in million of Indian Rupees, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five-month ‘Year Year Year
Pare period ended | ended ended ended
31 August | 31 March, | 31 March, | 31 March,
2021 2021 2020 2019
Income
Revenue from operations 7,534.00 | 17,589.44 | 18,004.43 | 18,057.42
Other income 89.04 382.08 330.83 178.88
Total income 7,623.04 | 17,971.52 | 18,335.26 | 18,236.30
Expenses
Cost of raw materials and components consumed 744.34] 2,133.91 | 2,337.10 | 2,854.50
Purchase of traded goods 238.80 535.80 303.20 524.00
(Increase)/decrease in inventories of finished goods and traded — (39.62) WL ‘arti
goods
Employee benefits expense 1,088.12 | 2,771.66 2,800.76 | 2,748.80
Other expenses 3,544.61 | 7,802.17 | 7,837.84 | 7,533.24
Total expenses before interest, depreciation and amortisation 5,682.42 | 13,203.92 | 13,380.65 | 13,807.55
Earnings before interest, tax, depreciation and amortisation
(EBITDA) 1,940.62 | 4,767.60 | 4,954.61 | 4,428.75
Finance costs 971.28] 1,330.62 | 1,304.01 | 1,366.61
Depreciation and amortisation expense 1,016.39 | 2,596.48] 2,446.65 | 2,273.25
Profit / (Loss) for the year/period before share of profit(loss) (47.05) saoso| 1,203.95 waned
of associate and tax
Share of net profit/(loss) of associate (7.95) (16.23) (8.71) 0.00
Profit / (Loss) before tax (55.00) 824.27 | 1,195.24 788.89
(All amounts in million of Indian Rupees, unless otherwise stated)
Five-month Year Year Year
Pe period ended | ended ended ended
31 August | 31 March, | 31 March, | 31 March,
2021 2021 2020 2019
Tax expense:
Current tax
- for the year / period 111.75 252.19 337.41 292.96
-adjustment of tax relating to previous years 0.00 43.19 (4.31) (32.76)
Deferred tax (credit)/charge 14,30 (19.03) 32.00 | (133.25)
Total tax expense 126.05 276.35 365.10 126.95
Profit / (Loss) for the year / period attributable to equity (181.05) 54792 830.14 661.94
shareholders

 

65

 
SUMMARY RESTATED CONSOLIDATED STATEMENT OF CASH FLOWS

(All amounts in million of Indian Rupees, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- ” Year Year Year
mee ended ended ended
ee period ended
31 August 31 31 31
2021 March, | March, | March,
2021 2020 2019
Cash flow from operating activities
Net restated profit/ (loss) before tax (55.00) | 824.27] 1,195.24] 788.89
Adjustments for :
Finance cost 971.28 | 1,330.62 | 1,304.01 | 1,366.61
Interest income (33.17) | (136.39) | (113.45) | (68.27)
Write back of lease liabilities (net) and rent concession (14.68) | (139.79) | (54.58) (0.16)
Share of loss of associate 7.95 15.62 0.00 0.00
Depreciation and amortisation 1,016.39 | 2,596.48 | 2,446.65 | 2,273.25
(Gain)/Loss on sale/retirement of Property, plant and equipment (net) 6.84 (5.84) 30.85 44.87
Fair value gain on financial assets measured at Fair Value through Profit or (1.37) 0.01 0.00 0.00
Loss (net)
Provision for warranty (net) 6.50 1.40 (4.93) 5.25
Employee stock option scheme expense 7.01 22.83 50.39 51.20
Inventories written off 0.00 0.00 0.00 24.00
Unrealised foreign exchange loss / (gain) 3.43 2.18 (1.94) 0.00
1,915.18 | 4,511.39 | 4,852.24 | 4,485.64

Changes in working capital :
(Increase)/ decrease in inventories 64.78 | (80.82) | 279.68} 410.94
(Increase)/decrease in trade and unbilled receivables 385.66 | (1,925.14) | (539.38) | (436.16)
(Increase)/ decrease in loans and other financial assets 29.48 35.77 14.73 35.36
Decrease/ (increase) in other current assets 19.59 96.99 | (302.12) | (222.26)
Decrease in other non-current assets, 32.52 98.74 12.50 43.84
Increase/ (decrease) in trade payables (363.09) | 644.13 | (77.09) |_-498.17

 

(All amounts in million of Indian Rupees, unless otherwise stated)

 

 

 

 

 

 

 

Five-month Year Year Year

Pa period ended | ended31 | ended 31 | ended 31
31 August | March, | March, | March,

2021 2021 2020 2019

Increase in other current liabilities 192.45 946.09 416.48 218.54
(Decrease)/increase in other non-current liabilities (30.80) | (87.83) | (13.41) 27.00
Increase in provisions 14.33 11.30 58.38 48.20
Cash generated from operations 2,260.10 | 4,250.62 | 4,702.01 | 5,109.27

 

 

 

 

 

 

67
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five-month Year Year Year
rein period ended | ended31 | ended 31 ended 31

artey ary 31 August | March, March, | March,

2021 2021 2020 2019
Direct taxes paid (net) (158.17) } (74.98) | (241.70) | (247.88)
Net cash flow generated from operating activities 2,101.93 | 4,175.64 | 4,460.31 | 4,861.39
Cash flow from investing activities
Purchase of property, plant and equipment including capital advances and (330.86) | (1,352.05) | (2,311.38) | (2,628.91)
work-in-progress(net)
Proceeds from sale of property, plant and equipment 14.49 140.72 95.49 10.30
Purchase of non-current investments 0.00 0.00} (23.55) 0.00
Purchase of current investments (6,500.00) } (96.90) 0.00 0.00
Interest received 9.75 95.23 47.67 13.38
Fixed deposits placed during the year / period (269.28) } (878.42) | (814.40) | (111.43)
Proceeds from maturity of fixed deposits 658.49 527.98 99.55 63.03
Net cash used in investing activities (6,417.41) | (1,563.44) | (2,906.62) | (1,653.63)
Cash flow from financing activities
Proceeds from issuance of Non-Convertible Debentures 0.00 | 5,500.00 0.00 0.00
Proceeds from issuance of equity share capital 0.00 0.00 0.00 2.90
Proceeds from long-term borrowings 1,306.64 | 1,795.41} 1,402.48 | 1,429.88
Repayment of long-term borrowings (1,093.75) } (1,163.17) | (1,470.82) | (1,551.46)
(Repayment) / proceeds from short-term borrowings (net) (194.99) | (687.64) 772.69 | (853.85)
Payment of lease liabilities (616.21) | (1,499.24) | (1,496.82) | (1,384.50)
Interest paid (562.45) } (707.29) | (678.33) | (727.19)
Other finance charges paid (158.36) } (133.15) | (103.44) | (67.56)
(All amounts in million of Indian Rupees, unless otherwise stated)
a fa Year Year Year
vedendea | ended ended ended
Particulars Dene 31 31 31
31 August
2021 March, | March, | March,
2021 2020 2019

Dividend paid (including dividend distribution tax) 0.00 0.00} (143.33) 0.00
Net cash flow generated from / (used in) financing activities (1,319.12) } 3,204.92 | (1,717.57) | (3,151.78)
Net Increase/(decrease) in cash and cash equivalents (5,634.60) | 5,817.12 | (163.88) 55.98
Cash and cash equivalents at the beginning of the year / period 5,923.23 106.11 269.99 214.01
Effect of exchange rate fluctuations on cash held (refer note 2) 0.00* 0.00* 0.00* 0.00*
Cash and cash equivalents at the end of the year / period 288.63 | 5,923.23 106.11 269.99

 

 

 

 

 

 

68
(All amounts in million of Indian Rupees, unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

Period ended Neat Year weaw

3. The movement of borrowings and lease liabilities as per Ind AS 7 is Bt Auguct |. ended ended | ended
as follows: aio | 31 March | 31 March | 31 March
2021 2020 2019

Opening borrowings 12,330.03 6,788.88 6,075.70 7,034.21
Proceeds from issuance of Non Convertible Debentures 0.00 5,500.00 0.00 0.00
Proceeds from long-term borrowings 7,306.64 | 1,795.41 | 1,402.48 | 1,429.88
Repayment of long-term borrowings (1,093.75) | (1,163.17) | (1,470.82) | (1,551.46)
(Repayment) / proceeds from short-term borrowings (net) (194.99) | (587.64) 772.69 | (853.85)
Non-cash adjustments 88.41 (3.45) 8.83 16.92
Effect of exchange rate fluctuations on cash held 0.00 0.00" 0.00 0.00*
Closing borrowings 12,436.34 6,788.88 6,075.70
Impact due to Ind AS 116 - Leases 4,108.63 3,893.38 4,801.29 4,977.33
Closing borrowings and lease liabilities 16,544.97 | 16,223.41 | 11,590.17 | 11,053.03

 

(All amounts in million of Indian Rupees, unless otherwise stated)

 

 

 

 

 

 

Period ended pean eet Moe
Pe Tansee | ended | ended | ended
ay | 3t March | 31 March | 31 March
2021 2020 2019
4, Reconciliation of cash and cash equivalents with the restated
consolidated statement of assets and liabilities :
Cash on hand 19.10 36.02 42.84 20.52
Balance with banks
- Current accounts 269.53 5,887.21 126.10 342.12
Less : current account balances held in trust for customers 0.00 0.00} (62.83) | (92.65)

 

 

Cash and cash equivalents as per Restated Consolidated Statement of

Cash Flows 288.63 5,923.23 106.11 269.99

 

 

 

 

 

 

69
GENERAL INFORMATION

For details in relation to our incorporation and changes to our name, see “History and Certain Corporate
Matters” on page 182.

Registered Office
AGS Transact Technologies Limited

601-602 Trade World, B Wing
Kamala Mill Compound

Senapati Bapat Marg, Lower Parel
Mumbai 400 013

Maharashtra, India

Corporate Identity Number: U72200MH2002PLC138213
Registration Number: 138213

Corporate Office

14" Floor, Tower 3

One International Center
Senapati Bapat Marg
Prabhadevi (West)
Mumbai 400 013
Maharashtra, India

Address of the Registrar of Companies, Maharashtra at Mumbai
Our Company is registered with the Registrar of Companies, Maharashtra at Mumbai, situated at

100, Everest, 5 Floor
Marine Drive

Mumbai 400 002
Maharashtra, India

Board of Directors of our Company

As of the date of this Prospectus, the composition of our Board is as disclosed below:

 

 

S.No. Name Designation DIN Address
1. | Mr. Ravi B. Goyal Chairman and Managing 01374288 | C-3101, 31% Floor
Director Beau Monde

Appasaheb Marathe Marg.
Prabhadevi

Mumbai 400 025
Maharashtra, India

 

 

2. | Mrs. Anupama R. Goyal Non-Independent, Non- 02696453 | C-3101, 31% Floor
Executive Director Beau Monde
Appasaheb Marathe Marg
Prabhadevi
Mumbai 400 025
Maharashtra, India
3. | Mr. Sudip Bandyopadhyay Independent, Non-Executive | 00007382 | 23" Floor, 2301
Director West Wing, World One

World Tower Next to
Kamala Mill, Upper Worli
Delisle Road

Mumbai 400 013
Maharashtra, India

 

4. | Mr. Vijay Chugh Independent, Non-Executive | 07112794 | Flat D-101, Ashford Royale
Director S Samuel Marg, Nahur
Mumbai 400078

Maharashtra, India

 

 

 

 

 

 

 

70
 

S.No.

Name

Designation

DIN

Address

 

Mr. Rahul Narain Bhagat

Independent, Non-Executive
Director

02473708

B-502, 5" Floor
Vivarea, Sane Guruji Marg

Jacob Circle
Mumbai 400 011
Maharashtra, India

 

6. | Mr. Subrata Kumar Mitra Independent, Non-Executive | 00029961

Director

B1201, Phoenix Towers
Senapati Bapat Marg
Lower Parel

Mumbai 400 013
Maharashtra, India

 

7. | Mr. Stanley Johnson P Executive Director 08914900 | B-203, Anmol Complex
Excel Estate, S.V. Road
Goregaon (West)
Mumbai 400 062

Maharashtra, India

 

8. | Mr. Vinayak R. Goyal Executive Director 09199173 | C-3101, 31% Floor

Beau Monde

Appasaheb Marathe Marg
Prabhadevi

Mumbai 400 025

Maharashtra, India

 

 

 

 

 

 

 

For brief profiles and further details of our Board, see “Our Management” on page 193.
Filing of the Offer Documents

A copy of the Draft Red Herring Prospectus was filed electronically with SEBI at cfddil@sebi.gov.in, in
accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational
Procedure — Division of Issues and Listing - CFD” and has also been uploaded on the SEBI intermediary portal
at https://siportal.sebi.gov.in as specified in Regulation 25(8) of the SEBI ICDR Regulations and the SEBI
circular no. SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018.

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed
under Section 32 of the Companies Act was delivered to the RoC for filing and a copy of this Prospectus shall
be filed under Section 26 of the Companies Act with the RoC at its office.

Company Secretary and Compliance Officer

Ms. Sneha Kadam is the Company Secretary and the Compliance Officer of our Company. Her contact details
are as follows:

Sneha Kadam

One International Center

14" Floor, Tower 3

Senapati Bapat Marg

Prabhadevi (W)

Mumbai 400 013

Maharashtra, India

Tel: +91 22 7181 8181

Email: ipocompliance@agsindia.com

71
Book Running Lead Managers

ICICI Securities Limited

ICICI Venture House

Appasaheb Marathe Marg, Prabhadevi
Mumbai 400025

Maharashtra, India

Tel: +91 22 6807 7100

E-mail: ags.ipo@icicisecurities.com
Investor grievance e-mail: customercare@icicisecurities.com
Website: www. icicisecurities.com

Contact person: Kristina Dias/ Rupesh Khant
SEBI Registration No.: INM000011179

HDFC Bank Limited

Investment Banking Group

Unit No. 401 & 402, 4" floor,

Tower B, Peninsula Business Park

Lower Parel,

Mumbai 400 013

Maharashtra, India

Tel: +91 22 3395 8233

E-mail: ags.ipo@hdfcbank.com

Investor grievance e-mail: investor.redressal@hdfcbank.com
Website: www.hdfcbank.com

Contact person: Harsh Thakkar / Ravi Sharma
SEBI Registration No.: INM000011252

JM Financial Limited

7" Bloor, Cnergy

Appasaheb Marathe Marg

Prabhadevi

Mumbai 400 025

Maharashtra, India

Tel: +91 22 6630 3030

E-mail: ags.ipo@jmfl.com

Investor grievance e-mail: grievance.ibd@jmfl.com
Website: www.jmfl.com

Contact person: Prachee Dhuri

SEBI Registration No.: INM000010361

Syndicate Members

HDEC Securities Ltd

iThink Techno Campus Building-B
‘Alpha’, 8" Floor, Opp. Crompton Greaves
Near Kanjurmarg Station

Kanjurmarg (East), Mumbai 400 042
Maharashtra, India

Tel: +91 22 3075 3400

E-mail: sharmila.kambli@hdfcsec.com
Website: www.hdfcsec.com

Contact person: Sharmila Kambli
SEBI Registration No.: INZ000186937

JM Financial Services Limited

Ground Floor, 2, 3 & 4, Kamanwala Chambers

Sir P. M. Road, Fort, Mumbai 400 001

Maharashtra, India

Tel: +91 22 6136 3400

E-mail: tn.kumar@jmfl.com/ sona.verghese@jmfl.com

72
Website: www.jmflfinancialservices.in
Contact Person: T N Kumar/ Sona Verghese
SEBI Registration No.: INZ000195834

Legal Advisers to our Company as to Indian Law

S&R Associates

One World Center

1403, Tower 2 B

841 Senapati Bapat Marg, Lower Parel
Mumbai 400 013

Maharashtra, India

Tel: +91 22 4302 8000

Legal Advisers to the BRLMs as to Indian Law

Cyril Amarchand Mangaldas
5" Floor, Peninsula Chambers
Peninsula Corporate Park
Ganpatrao Kadam Marg

Lower Parel

Mumbai 400 013

Maharashtra, India

Tel: +91 22 24964455

Legal Advisers to the BRLMs as to U.S. Federal Securities Law

Sidley Austin LLP

Level 31, Six Battery Road
Singapore 049909

Tel: +65 6230 3900

Statutory Auditors of our Company

BSR & Co. LLP, Chartered Accountants

14" Floor, Central B Wing and North C Wing

Nesco IT Park 4, Nesco Center

Western Express Highway, Goregaon (East)

Mumbai 400 063, Maharashtra, India

Tel: + 91 22 6257 1000

ICAI Firm Registration number: 101248W /W-100022
Email: rajeshmehra@bsraffiliates.com

Peer Review certificate number: 011748

Changes in statutory auditors

There has been no change in the auditors of our Company during the three years immediately preceding the date
of this Prospectus.

Registrar to the Offer

Link Intime India Private Limited
C-101, 1% Floor, 247 Park

L.B.S. Marg

Vikhroli West

Mumbai 400 083

Maharashtra, India

Tel: +91 22 4918 6200

E-mail: ags.ipo@linkintime.co.in
Website: www.linkintime.co.in

Investor grievance e-mail: ags.ipo@linkintime.co.in
Contact person: Ms. Shanti Gopalkrishnan
SEBI registration number: INR000004058

73
Banker to the Offer

Escrow Collection Bank/ Refund Bank/ Public Offer Bank/ Sponsor Bank

HDFC Bank Limited
FIG - OPS Department - Lodha
I Think Techno Campus O-3 Level

Next to Kanjurmarg Railway Station, Kanjurmarg (East)

Mumbai 400 042

Maharashtra, India

Tel: +91 22 30752927
+91 22 30752928
+91 22 30752914

E-mail: Tushar.Gavankar@hdfcbank.com/ Siddharth.Jadhav@hdfcbank.com/
Prasanna.Uchil@hdfcbank.com/ Neerav.Desai@hdfcbank.com

Website: www.hdfcbank.com

Contact person: Tushar Gavankar, Siddharth Jadhav, Prasanna Uchil, Neerav Desai

SEBI Registration No.: INBI00000063

Bankers to our Company

Axis Bank Limited

Corporate Banking Branch (Mumbai)

12, Mittal Tower, A Wing

Nariman Point

Mumbai 400 021

Tel: +91 22 2289 5200

Contact Person: Branch Head, Corporate Banking
Branch, Mumbai

E-mail: cbbmumbai.branchhead@axisbank.com

ICICI Bank Limited

ICICI Towers

Bandra Kurla Complex

Mumbai 400 051

Tel: +91 22 2653 1414

Contact Person: Rohan Kumar/ Praveenlata Saini
Website: www.icicibank.com

E-mail: rohan.kumar@icicibank.com/
praveenlata.saini@icicibank.com

HDFC Bank

4'" Floor, B Tower

Peninsula Business Park

Lower Parel (W)

Mumbai 400 013

Tel: +91 22 3395 8080

Contact Person: Pankaj Agrawal (Senior Vice
President)

Website: www.hdfcbank.com

E-mail: Pankaj.agrawal@hdfcbank.com

Standard Chartered Bank

Crescenzo, C-38/39

G-Block, 6" Floor

Behind MCA Club, Bandra-Kurla Complex
Bandra (East)

Mumbai 400 051

Tel: +91 22 4265 8089

Contact Person: Sameer Sheth

Citibank N.A.

FIEC, 10" Floor, C-54 & 55

G Block, Bandra Kurla Complex
Mumbai 400 051

Tel: +91 22 6175 6130

Contact Person: Deepak Agrawal
Website: www.citibank.co.in
E-mail: deepak1.agrawal@citi.com

IndusInd Bank Limited

11" floor, Tower 1 C

One Indiabulls Centre

Mumbai 400 013

Maharashtra, India

Tel: +91 22 7143 1999

Contact Person: Mr. Abhishek Jain
Website: www.indusind.com

E-mail: madhavi.hegde@indusind.com

RBL Bank Limited

One World Center

Tower 2B, 6" Floor

841 Senapati Bapat Marg

Lower Parel (W)

Mumbai 400 013

Maharashtra, India

Tel: +91 22 4302 0600

Contact Person: Mr. Ashish Toshniwal
Website: www.rblbank.com

E-mail: ashish.toshniwal@rblbank.com

The Federal Bank Limited

C wing, 5" Floor Laxmi Tower
Bandra-Kurla Complex

Bandra (East)

Mumbai 400 051

Tel: +91 22 6174 8742

Contact Person: Romesh Jha
Website: www.federalbank.co.in

74
Website: www.sc.com E-mail: contact@federalbank.co.in;

E-mail: Sameer.Sheth@sc.com ccscfort@federalbank.co.in

The Karur Vysya Bank Limited The South Indian Bank Ltd
Corporate Business Unit No.110, Raheja Towers

1* Floor, Gayathri Towers Anna Salai

954, Appasaheb Marathe Marg Chennai 600 002

Prabhadevi Tel: +91 44 2860 3962

Mumbai 400 025 Contact Person: Mr. Tinto Baby
Tel: +91 7045798343 Website: www.southindianbank.com
Contact Person: Mr. Ramesh V E-mail: br0312@sib.co.in

Website: www.kvb.co.in
E-mail: mumbaicbu@kvbmail.com

Designated Intermediaries
SCSBs

The banks registered with the SEBI, which offer the facility of ASBA services, (i) in relation to ASBA, where
the Bid Amount was blocked by authorizing an SCSB, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=34 and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time, (ii) in relation to Retail
Individual Bidders using the UPI Mechanism, a list of which is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40 or such other website as
updated from time to time.

Applications through UPI in the Offer could have been made only through the SCSBs mobile applications
(apps) whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for
applying in public issues using UPI mechanism is provided as Annexure ‘A’ to the SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The list is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=43 and updated from time to
time and at such other websites as may be prescribed by SEBI from time to time.

Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at
www.sebi.gov.in.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and Retail Individual Bidders) submitted to a member
of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the website
of the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35) and
updated from time to time. For more information on such branches collecting Bid cum Application Forms from
the Syndicate at Specified Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=35 as updated from
time to time.

Registered Brokers

Bidders could submit ASBA Forms in the Offer using the stockbroker network of the stock exchange, i.e.
through the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept
ASBA forms, including details such as postal address, telephone number and e-mail address, is provided on the
websites of the BSE and the NSE at www.bseindia.com and www.nseindia.com, respectively, as updated from
time to time.

75
RTAs

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of Stock Exchanges at
www.bseindia.com and www.nseindia.com, respectively, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, is provided on the websites of BSE at www.bseindia.com and on the website of NSE
at www.nseindia.com, as updated from time to time.

Credit Rating

As the Offer is of Equity Shares, the appointment of a credit rating agency is not required.

IPO Grading

No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the
Offer.

Debenture Trustees
As the Offer is of Equity Shares, the appointment of trustees is not required.
Monitoring Agency

Since the Offer is through an offer for sale, our Company is not required to appoint a monitoring agency in
connection with the Offer.

Appraising Agency

The objects of the Offer have not been appraised. Accordingly, no appraising agency has been appointed.
Green Shoe Option

No green shoe option is contemplated under the Offer.

Experts

Except as stated below, our Company has not obtained any expert opinions.

Our Company has received written consent dated January 6, 2022 from our Statutory Auditors, namely, B S R
& Co. LLP, Chartered Accountants, to include their name in this Prospectus as required under Section 26(5) of
the Companies Act read with SEBI ICDR Regulations and as an “expert” as defined under Section 2(38) of the
Companies Act to the extent and in their capacity as a statutory auditor of our Company and in respect of the
examination report of the Statutory Auditors on the Restated Consolidated Financial Information dated January
6, 2022 and the statement of possible special tax benefits dated August 18, 2021, included in this Prospectus
and such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not
be construed to mean an expert as defined under the U.S. Securities Act.

Our Company has also received a written consent from Ankush Gupta & Associates, Chartered Accountants,
dated August 18, 2021, to include its name in this Prospectus as an “expert” in terms of the Companies Act,
2013, and such consent has not been withdrawn as on the date of filing of this Prospectus.

Our Company has also received a written consent from Ken Research Private Limited, dated November 30,

2021, to include its name in this Prospectus as an “expert” as defined under applicable law, and such consent
has not been withdrawn as on the date of filing of this Prospectus.

76
Inter-se Allocation of Responsibilities between the BRLMs

The table below sets forth the inter-se allocation of responsibilities for various activities among the BRLMs:

 

S.No.

Activity

Responsibility

Coordinator

 

Capital structuring, due diligence of the Company including its
operations/management/business plans/legal etc. Drafting and design of the
Draft Red Herring Prospectus, Red Herring Prospectus, Prospectus,
abridged prospectus and application form. The BRLMs shall ensure
compliance with stipulated requirements and completion of prescribed
formalities with the Stock Exchanges, RoC and SEBI including finalisation
of Prospectus and RoC filing

BRLMs

ISEC

 

Drafting and approval of all statutory advertisement

BRLMs

ISEC

 

Drafting and approval of all publicity material other than statutory
advertisement as mentioned above including corporate advertising,
brochure, etc. and filing of media compliance report

BRLMs

HDFC Bank

 

Appointment of intermediaries - Registrar to the Offer and advertising
agency, including coordination of all agreements to be entered into with
such intermediaries

BRLMs

JM

 

‘Appointment of intermediaries - Banker(s) to the Offer, Sponsor Bank,
printer and other intermediaries, including coordination of all agreements to
be entered into with such intermediaries

BRLMs

HDFC Bank

 

International institutional marketing of the Offer, which will cover, inter

alia:

«marketing strategy;

preparation of road show presentation and frequently asked questions

Finalizing the list and division of investors for one-to-one meetings;
and

¢ _ Finalizing road show and investor meeting schedule

BRLMs

ISEC

 

Domestic institutional marketing of the Offer, which will cover, inter alia:

e marketing strategy;

¢ — Finalizing the list and division of investors for one-to-one meetings;
and

¢ _ Finalizing road show and investor meeting schedule

BRLMs

HDFC Bank

 

Conduct non-institutional and retail marketing of the Offer, which will

cover, inter-alia:

e  Finalising media, marketing, public relations strategy and publicity
budget

¢ — Finalising collection centres

 — Finalising centres for holding conferences for brokers etc.

¢ Follow-up on distribution of publicity and Offer material including
application forms, RHP/Prospectus and deciding on the quantum of the
Offer material

BRLMs

JM

 

Coordination with Stock Exchanges for book building software, bidding
terminals, mock trading, payment of 1% security deposit, anchor
coordination, anchor CAN and intimation of anchor allocation

BRLMs

JM

 

10.

Managing the book and finalization of pricing in consultation with the
Company

BRLMs

ISEC

 

11.

 

 

Post-Offer activities, which shall involve essential follow-up with Bankers
to the Offer and SCSBs to get quick estimates of collection and advising
Company about the closure of the Offer, based on correct figures,

finalisation of the basis of allotment or weeding out of multiple applications,
unblocking of application monies, listing of instruments, dispatch of
certificates or demat credit and refunds, payment of STT on behalf of the
Selling Shareholders and coordination with various agencies connected with
the post-Offer activity such as Registrar to the Offer, Bankers to the Offer,
Sponsor Bank, SCSBs including responsibility for underwriting
arrangements, as applicable.

Coordinating with Stock Exchanges and SEBI for submission of all post-
Offer reports including the initial and final post-Offer report to SEBI,
release of 1% security deposit post closure of the Offer

 

BRLMs

 

HDFC Bank

 

77

 
Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from Bidders on the basis
of the Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price
Band. The Price Band and the minimum Bid Lot size was decided by our Company and the Promoter Selling
Shareholders, in consultation with the BRLMs, and was advertised in all editions of The Financial Express, the
English national daily newspaper, all editions of Jansatta, the Hindi national daily newspaper and the Mumbai
edition of Navshakti, the Marathi daily newspaper (Marathi being the regional language of Maharashtra, where
our Registered Office is located), each with wide circulation, and advertised at least two Working Days prior to
the Bid/Offer Opening Date and was made available to the Stock Exchanges to upload on their respective
websites. The Offer Price was determined by our Company and the Promoter Selling Shareholder, in
consultation with the BRLMs, after the Bid/Offer Closing Date.

All Bidders, except Anchor Investors, were mandatorily required to use the ASBA process for
participating in the Offer by providing details of their respective ASBA Account in which the
corresponding Bid Amount was blocked by SCSBs. In addition to this, the Retail Individual Bidders
could participate through the ASBA process by either (a) providing the details of their respective ASBA
Account in which the corresponding Bid Amount was blocked by the SCSBs; or (b) through the UPI
Mechanism. Anchor Investors were not permitted to participate in the Anchor Investor Portion through
the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs Bidding in the QIB Portion and Non-Institutional
Bidders bidding in the Non-Institutional Portion were not allowed to withdraw or lower the size of their
Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail Individual
Bidders could have revised their Bids during the Bid/Offer Period and withdraw their Bids on or before
the Bid/Offer Closing Date. Further, Anchor Investors could not withdraw their Bids after the Anchor
Investor Bid/Offer Period. Except for Allocation to Retail Individual Bidders and the Anchor Investors,
Allocation in the Offer was on a proportionate basis. Allocation to the Anchor Investors was on a
discretionary basis.

See “Offer Structure”, “Offer Procedure” and “Terms of the Offer” on pages 408, 411 and 402, respectively.

Each Bidder by submitting a Bid in the Offer, was deemed to have acknowledged the above restrictions and
terms of the Offer.

The Book Building Process is in accordance with guidelines, rules, regulations prescribed by SEBI, which
are subject to change from time to time. Bidders were advised to make their own judgment about an
investment through this process prior to submitting a Bid in the Offer.

Illustration of Book Building and Price Discovery Process

For an illustration of the Book Building Process and the price discovery process, see “Offer Procedure” on page
411.

Underwriting Agreement

Our Company and the Selling Shareholders have entered into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. The Underwriting Agreement is
dated January 22, 2022. The extent of underwriting obligations and the Bids to be underwritten in the Offer
shall be as per the Underwriting Agreement. Pursuant to the terms of the Underwriting Agreement, the
obligations of the Underwriters will be several and will be subject to conditions specified therein.

The Underwriters have indicated their intention to underwrite such number of Equity Shares as disclosed below:

 

 

 

Name, Address, Telephone Number and E-mail Indicative Number of Equity Amount Underwritten
Address of the Underwriters Shares to be Underwritten (%in million)
ICICI Securities Limited 12,952,381 2,266.67

ICICI Venture House,
‘Appasaheb Marathe Marg,
Prabhadevi, Mumbai 400 025
Maharashtra, India

 

 

 

78

 
 

Name, Address, Telephone Number and E-mail Indicative Number of Equity Amount Underwritten
Address of the Underwriters Shares to be Underwritten (%in million)

 

Tel.: +91 22 6807 7100
E-mail: ags.ipo@icicisecurities.com

 

HDFC Bank Limited 12,952,280 2,266.65
Investment Banking Group

Unit No. 401 & 402

4th floor, Tower B

Peninsula Business Park

Lower Parel

Mumbai 400 013

Maharashtra, India

Tel.: +91 22 3395 8233

E-mail: ags.ipo@hdfcbank.com

  

 

JM Financial Limited 12,952,280 2,266.65
7th Floor, Cnergy
Appasaheb Marathe Marg
Prabhadevi

Mumbai - 400 025
Maharashtra, India

Tel.: +91 22 6630 3030
E-mail: ags.ipo@jmfl.com

 

HDFC Securities Limited 100 0.02
i Think Techno Campus Building-B
“Alpha”, 8th Floor, Op Crompton Greaves
Kanjurmarg (East)

Mumbai 400 042

Maharashtra, India

Tel: +91 22 3075 3400

E-mail: sharmila.kambli@hdfcsec.com

 

 

JM Financial Services Limited 100 0.02
7th Floor, Cnergy

Appasaheb Marathe Marg

Prabhadevi,

Mumbai 400 025

Maharashtra, India

Tel: +91 22 6136 3400

E-mail: tn.kumar@jmfl.com/ sona.verghese@jmfl.com

 

 

 

 

The abovementioned underwriting commitments are indicative and will be finalized after finalization of the
Basis of Allotment and the allocation, subject to and in accordance with the provisions of the SEBI ICDR
Regulations.

In the opinion of our Board, (based on representations made to our Company by the Underwriters), the
resources of each of the abovementioned Underwriters are sufficient to enable them to discharge their
respective underwriting obligations in full. The abovementioned Underwriters are registered with the SEBI
under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board, at its
meeting held on January 22, 2022, has accepted and entered into the Underwriting Agreement mentioned above
on behalf of our Company.

Notwithstanding the above table, the Underwriters will be severally responsible for ensuring payment with
respect to Equity shares allocated to Bidders procured by them in accordance with the Underwriting Agreement.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment
disclosed in the table above.

Updates to the Red Herring Prospectus in this Prospectus

Except for the Offer related updates included in this Prospectus, updates in relation to the age of one of our
Directors, Mr. Subrata Kumar Mitra, the re-affirmation and upgradation of certain credit ratings of our
Company and one of our Subsidiaries, SVIL, respectively, two FIRs filed by SVIL in connection with one
existing complaint and in connection with a recent incident of theft, and a notice dated January 13, 2022 issued
by the Employees’ Provident Fund Organisation received by our Company, there have been no updates in
relation to our Company since the filing of the Red Herring Prospectus with the RoC.

79

 
CAPITAL STRUCTURE

Our Company’s share capital, as of the date of this Prospectus, is set forth below:

(Zin million, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aggregate value at Aggregate value at
face value Offer Price*

A. | AUTHORIZED SHARE CAPITAL®

160,000,000 Equity Shares of face value of =10 each 1,600.00 -
B. | ISSUED, SUBSCRIBED AND PAID-UP CAPITAL

BEFORE THE OFFER

120,392,576 Equity Shares of face value of 210 each 1,203.93 -
C.| PRESENT OFFER IN TERMS OF _ THIS

PROSPECTUS

Offer of 38,857,1414 Equity Shares aggregating to 388.57 6,800

26,800.00 million)
D. | ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE OFFER

120,392,576 Equity Shares 1,203.93 -
E. | SECURITIES PREMIUM ACCOUNT

 

Before the Offer

2,299.93 million

 

 

 

After the Offer

 

2,299.93 million

 

 

*The Offer Price is @175.
‘Subject to finalization of the Basis of Allotment.
(1) For details in relation to the changes in the authorized share capital of our Company, see “History and Certain Corporate Matters

Amendments to our Memorandum of Association in the last 10 yet

 

's"" on page 182.

(2) The Offer has been authorized by a resolution dated August 4, 2021 passed by our Board.

(3) Each of the Selling Shareholders confirms that the Equity Shares to be offered by such Selling Shareholder in the Offer have been held
by them for a period of at least one year prior to the date of filing of the Draft Red Herring Prospectus in accordance with Regulation 8
of the SEBI ICDR Regulations and are accordingly, eligible for being offered for sale in the Offer. For details on the authorizations
provided by the Selling Shareholders in relation to the Offer, see “The Offer” on page 60.

Notes to Capital Structure

A

Share Capital History of our Company

Equity Share Capital

The history of the Equity Share capital of our Company is disclosed below.

 

 

 

 

 

 

 

Date of Face Issue “ H
allotment of | _Numberof | vatue per | price per | Nature of poem Cumulative | ‘Cunialative pal:
: Equity Shares 1 ee for/nature of number of | up Equity Share
pauty allotted Bee ne | coesieLCa Pileirent Equity Shares capital (2)
Shares o Share (2) | Share (2) ety, P
December 100,000 10 10.00 | Cash Subscription to 100,000 1,000,000
12, 2002 the
Memorandum of
Association
March 1, 900,000 10] — 10.00 | Cash Preferential 1,000,000 10,000,000
2004 allotment?)
March 31,] 4,000,000 10] — 10.00 | Cash Preferential 5,000,000 50,000,000
2006 allotment?)
June 23, | 13,750,000 10 -] Other than | Bonus issue in] — 18,750,000 187,500,000
2010 cash the ratio of
1:4
August 10, | 3,674,500 10] 444.50 | Cash Preferential 22,424,500 224,245,000
2012 allotment)

 

 

 

 

 

 

 

 

80

 
 

 

 

 

 

 

Date of Face Issue Ss * .
Number of : Reason Cumulative | Cumulative paid-
tot ment Od [Frcciulty Sharee4 |e Pon | pees Dora |e ce for/nature of number of | up Equity Share
emuty allotted ev [eect (casera allotment Equity Shares capital (2)
Shares iu Share (%) | Share 2) 'quity LE)
February 6,| 7,141,664 10 - | Conversion | Conversion of | 29,566,164 295,661,640
2015 ccPs®
February 9, 491,980 10 | 156.52 | Cash Preferential —| 30,058,144 300,581,440
2015 Allotment
pursuant to
ESOS 2012
February 9, 40,000 10 | 444.50 | Cash Preferential —| 30,098,144 300,981,440
2015 Allotment
pursuant to
ESOS 20120
February 90,294,432 10 =| Other than | Bonus issue in| 120,392,576 | 1,203,925,760
12, 2015 cash the ratio of 3:1

 

 

 

 

 

 

 

 

(1) Subscription by Mr. Ravi. B. Goyal (50,000 Equity Shares), Mr. Badrinarain K. Goyal (25,000 Equity Shares) and Mr. Kunjbihari S.
Goyal (25,000 Equity Shares).

(2) Preferential allotment of 900,000 Equity Shares to Mr. Ravi B, Goyal.
(3) Preferential allotment of 4,000,000 Equity Shares to Mr. Ravi B. Goyal.

(4) Pursuant to a Shareholders’ resolution dated June 23, 2010, bonus shares were allotted to the Shareholders as on a record date of
June 23, 2010, namely Mr. Ravi B. Goyal (13,612,485 Equity Shares), Mr. Badrinarain K. Goyal (137,500 Equity Shares), Mrs.
Anupama R. Goyal (3 Equity Shares), Mrs. Vimla B. Goyal (3 Equity Shares), Mr. Kiran B. Goyal (3 Equity Shares), Mrs. Nidhi K.
Goyal (3 Equity Shares) and Ms. Neha R. Goyal (3 Equity Shares) by capitalizing the general reserves of our Company.

(5) Preferential allotment of 3,674,500 Equity Shares to Oriole.

(6) Allotment of 6,991,664 Equity Shares to TPG and 150,000 Equity Shares to Oriole upon the conversion of 6,991,664 Compulsorily
Convertible Preference Shares ~ Series A and 150,000 Compulsorily Convertible Preference Shares ~ Series B held by TPG and
Oriole, respectively. In accordance with the terms of the amended and restated shareholders’ agreement dated August 6, 2012, the
CCPS were converted into Equity Shares in the ratio of 1:1 without payment of any additional conversion price. Accordingly, no
additional consideration was paid by TPG and Oriole at the time of conversion of the CCPS into Equity Shares.

(7) Preferential allotment to AGSTTL Employees’ Welfare Trust (431,500 Equity Shares), Mr. Anand Agarwal (18,480 Equity Shares),
Mr. V.C, Gupte (11,500 Equity Shares), Mr. Shailesh Shetty (9,000 Equity Shares), Mr. Vishnu Kamat (4,500 Equity Shares), Mr.
Rajesh Shah (4,500 Equity Shares), Mr. Nikhil Patiyat (4,500 Equity Shares), Mr. Subrat Mishra (4,500 Equity Shares) and Mr.
Ravindra Deshpande (3,500 Equity Shares) under ESOS 2012.

(8) Preferential allotment of 40,000 Equity Shares to the AGSTTL Employees’ Welfare Trust under ESOS 2012.

(9) Pursuant to a Shareholders’ resolution dated February 3, 2015, bonus shares were allotted to the Shareholders as on a record date of
February 11, 2015, namely, Mr. Ravi B. Goyal (49,845,234 Equity Shares), Mr. Badrinarain K. Goyal (562,500 Equity Shares), Mrs.
Anupama R. Goyal (12 Equity Shares), Mrs. Vimla B. Goyal (12 Equity Shares), Mr. Kiran B. Goyal (12 Equity Shares), Mrs. Nidhi
K. Goyal (12 Equity Shares), Ms. Neha R. Goyal (12 Equity Shares), TPG (23,442,639 Equity Shares), Oriole (14,848,059 Equity
Shares), AGSTTL Employees’ Welfare Trust (1,414,500 Equity Shares), Mr. Shailesh Shetty (27,000 Equity Shares), Mr. V.C. Gupte
(34,500 Equity Shares), Mr. Vishnu Kamat (13,500 Equity Shares), Mr. Rajesh Shah (13,500 Equity Shares), Mr. Nikhil Patiyat
(13,500 Equity Shares), Mr. Subrat Mishra (13,500 Equity Shares), Mr. Ravindra Deshpande (10,500 Equity Shares) and Mr. Anand
Agarwal (55,440 Equity Shares) by capitalizing the securities premium of our Company.

81

 
(b) Preference Share Capital

The history of the Preference Share capital of our Company is disclosed below.

 

 

 

 

 

Date of, Comulative
allotment of | Number of | Face value | Issue price ee Reason for/ | Cumulative paid-up
Bichercace ccps per CCPS | per CCPS Ginlisedan Nature of number of Preference
allotted ®@ ®@ allotment CPs Share capital
Shares @
June 7, 2011 | 5,140,929 10 243.15 | Cash Preferential 5,140,929 51,409,290
allotment“?
March 3, | _ 1,850,735 10 243.15 | Cash Preferential 6,991,664 69,916,640
2012 allotment”
August 10, 150,000 10 444,50 | Cash Preferential 7,141,664 71,416,640
2012 allotment

 

 

 

 

 

 

 

 

(1) Preferential allotment of 5,140,929 Compulsorily Convertible Preference Shares ~ Series A to TPG.
(2) Preferential allotment of 1,850,735 Compulsorily Convertible Preference Shares ~ Series A to TPG.

@) Preferential allotment of 150,000 Compulsorily Convertible Preference Shares ~ Series B to Oriole.

Pursuant to a Board resolution dated February 6, 2015, an aggregate of 7,141,664 Equity Shares were allotted to
TPG and Oriole, the holders of the CCPS, upon the conversion of the CCPS.

As of the date of this Prospectus, our Company has no outstanding preference shares.

2. Issue of Equity Shares at a price lower than the Offer Price in the last one year

Our Company has not issued any Equity Shares at a price which may be lower than the Offer Price during the
period of one year preceding the date of this Prospectus.

3. Issue of Equity Shares for consideration other than cash or by way of bonus issue

Except as stated below, no Equity Shares have been issued by our Company for consideration other than cash or
by way of bonus issue on the date of this Prospectus.

Our Company has made bonus issues of Equity Shares in the past. Details of the bonus issues are provided in
the following table:

 

 

 

 

Number of | pace | Issue Benefits | Source out of
Date of | Equity price per accrued | — which bonus
allotment | Shares ol Equity Reason for allotment to our Equity Shares

allotted Share () Company issued
June 23, | 13,750,000 10 7 Bonus issue in the ratio of 11:4 ws General reserves
2010
February 90,294,432 10 - Bonus issue in the ratio of 3:1 - Securities
12, 2015 premium account

 

 

 

 

 

 

 

 

(1) Pursuant to a Shareholders’ resolution dated June 23, 2010, bonus shares were allotted to the Shareholders as on a record date of
June 23, 2010, namely Mr. Ravi B. Goyal (13,612,485 Equity Shares), Mr. Badrinarain K. Goyal (137,500 Equity Shares), Mrs.
Anupama R. Goyal (3 Equity Shares), Mrs. Vimla B. Goyal (3 Equity Shares), Mr. Kiran B. Goyal (3 Equity Shares), Mrs. Nidhi K.
Goyal (3 Equity Shares) and Ms. Neha R. Goyal (3 Equity Shares) by capitalizing the general reserves of our Company.

(2) Pursuant to a Shareholders’ resolution dated February 3, 2015, bonus shares were allotted to the Shareholders as on a record date
of February 11, 2015, namely, Mr. Ravi B. Goyal (49,845,234 Equity Shares), Mr. Badrinarain K. Goyal (562,500 Equity Shares),
Mrs, Anupama R. Goyal (12 Equity Shares), Mrs. Vimla B. Goyal (12 Equity Shares), Mr. Kiran B. Goyal (12 Equity Shares), Mrs.
Nidhi K. Goyal (12 Equity Shares), Ms. Neha R. Goyal (12 Equity Shares), TPG (23,442,639 Equity Shares), Oriole (14,848,059
Equity Shares), AGSTTL Employees’ Welfare Trust (1,414,500 Equity Shares), Mr. Shailesh Shetty (27,000 Equity Shares), Mr. V.C.
Gupte (34,500 Equity Shares), Mr. Vishnu Kamat (13,500 Equity Shares), Mr. Rajesh Shah (13,500 Equity Shares), Mr. Nikhil
Patiyat (13,500 Equity Shares), Mr. Subrat Mishra (13,500 Equity Shares), Mr. Ravindra Deshpande (10,500 Equity Shares) and Mr.
Anand Agarwal (55,440 Equity Shares) by capitalizing the securities premium of our Company.

   

82

 
4.

Issue of Equity Shares out of Revaluation Reserves

Our Company has not issued any Equity Shares out of revaluation reserves since incorporation.

5.

Issue of Equity Shares pursuant to schemes of arrangement

Our Company has not issued any Equity Shares in the past in terms of a scheme of arrangement approved under
Sections 391-394 of the Companies Act, 1956 or Sections 230-234 of the Companies Act, 2013.

6.

(a) Capital build-up of our Promoters’ equity shareholding in our Company:

Details of Promoter’s, members of the Promoter Group and Selling Shareholders’ Equity
Share Build-up, Promoters’ Contribution and Lock-in of Equity Shares

As of the date of this Prospectus, our Promoters hold 117,514,576 Equity Shares, constituting

97.61% of the issued, subscribed and paid-up Equity Share Capital of our Company.

 

 

 

 

 

 

 

 

 

 

 

 

Face
Issue/ Percentage Percentage
Date of Number ve Transfer arrest Pere (%) of Pre- | (%) of Post-
allotment) | of Equity | .Uuity | Price per | Consideration | allotment) | Offer Equity | Offer Equity
transfer Shares | Gi | Equity eee Share Share
@ | Share@ Capital Capital’S
Mr. Ravi B. Goyal (also the Promoter Selling Shareholder)
December 12,| 50,000 10 10.00 | Cash Subscription 0.04 0.04
2002 to the
Memorandu
m of
Association
March 1, | 900,000 10 10.00 | Cash Preferential 0.75 0.75
2004 allotment
March 31, | 4,000,000 10 10.00 | Cash Preferential 3.32 3.32
2006 allotment
May 31, 2010 (5) 10 10.00 | Cash Transfer of 1 Negligible Negligible
Equity Share
each to Mrs.
Anupama R.
Goyal, Mrs.
Vimla Be
Goyal, Mr.
Kiran B
Goyal, Mrs.
Nidhi K.
Goyal and
Ms. Neha R.
Goyal
June 23,2010 | 13,612,48 10 - Other than cash | Bonus issue 11.31 1131
5 in the ratio
of 11:4
August 11,] (822,549) 10 243.15 | Cash Transfer to (0.68) (0.68)
2011 TPG
August 9, | (1,124,853 10 444.50 | Cash Transfer to (0.93) (0.93)
2012 ) Oriole
February 12, | 49,845,23 10 - Other than cash | Bonus issue 41.40 41.40
2015 4 in the ratio of
3:1
June 18, 2019 | 51,053,26 10 86.18 | Cash* Transfer from 42.41 42.41
4 Vineha
Enterprises

 

 

 

 

 

 

 

 

83

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Face
vane | Jsste/ Nature of | Percentage | Percentage
Date of Number c, | Transfer Notre ot aeauiition | (2) 0€Pre- | (%) of Post-
allotment/ | of Equity | _P* | price per aa ‘a Offer Equity | Offer Equity
Equity A Consideration | /allotment/
transfer Shares | glare | Equity ponies Share Share
@. | Share® Capital Capitals
Private
Limited
January 20, | (51,053,26 10 86.18 | Cash** Transfer to (42.41) (42.41)
2020 4) Vineha
Enterprises
Private
Limited
Total 66,460,312 55.20 55.20
Vineha Enterprises Private Limited
April 12, 19,797,412 10 86.18 | Cash Transfer 16.45 16.45
2018 from Oriole
April 12, 31,256,852 10 86.18 | Cash Transfer 25.96, 25.96
2018 from TPG
June 18, (51,053,26 10 86.18 | Cash* Transfer to (42.41) (42.41)
2019 4) Mr. Ravi B.
Goyal
January 20, 51,053,26 10 86.18 | Cash** Transfer from 42.41 42.41
2020 4 Mr. Ravi B.
Goyal
Total 51,054,264 42.41 42.41

 

 

*As consideration for the transfer of 51,053,264 Equity Shares by Vineha Enterprises Private Limited, Mr. Ravi B. Goyal
had executed a promissory note dated June 18, 2019 to unconditionally and irrevocably pay to Vineha Enterprises
Private Limited the sum of %4,399,770,291.52, whether in cash, immediately on demand, or in any case, within a period
of 365 calendar days from June 18, 2019 or such earlier period as may be mutually agreed in writing between Mr. Ravi
B. Goyal and Vineha Enterprises Private Limited.

** Through a Mutual Rescission and Release Agreement dated January 20, 2020, the share purchase agreement dated
June 17, 2019 between Vineha Enterprises Private Limited and Mr. Ravi B. Goyal was rescinded and the promissory note
dated June 18, 2019, which was cancelled and no payments were demanded by Vineha Enterprises Private Limited in this
respect. Accordingly, 51,053,264 Equity Shares were transferred back to Vineha Enterprises Private Limited by Mr. Ravi
B. Goyal.

#This excludes adjustments on account of any further issuance of Equity Shares pursuant to exercise of outstanding stock
options.

$This percentage does not take into account the transfer by the Promoter Selling Shareholder of his portion of the Offered
Shares as part of the Offer.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of
acquisition/allotment of such Equity Shares.

As of the date of the Draft Red Herring Prospectus, 92,514,576 Equity Shares held by VEPL and Mr. Ravi B.
Goyal, both our Promoters, which constituted 76.84% of the pre-Offer paid-up Equity Share capital of our
Company (the “NDU Shares”), were subject to a non-disposal undertaking executed by the Promoters in
favour of Vistra ITCL (India) Limited, the debenture trustee, as security in relation to the Listed NCDs. Vistra
ITCL (India) Limited has, in accordance with its consent letter dated August 18, 2021 released the NDU
Shares from the non-disposal undertaking and as of the date of the Red Herring Prospectus and this
Prospectus, none of the Equity Shares held by the Promoters are subject to any non-disposal undertaking.

84

 
(b) Capital build-up of members of the Promoter Group who hold Equity Shares in our Company and the

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling Shareholders:
Date of Number of | Face value | jsue/ Transfer at
iter Equity per Equity | rice per Equity Nature of Nature of acquisition
rancher Shares fel Share (2) Consideration /allotment/ transfer
Promoter Group
1. Mr. Badrinarain K. Goyal
December 12, 25,000 10 10 | Cash Subscription to the
2002 Memorandum of Association
April 25, 25,000 10 10 - Transmission on account of
2009 death of Mr. Kunjbihari Goyal
June 23, 2010 1,37,500 10 -- | Other than cash | Bonus issue in the ratio of 11:4
February 12, 5,62,500 10 -- | Other than cash | Bonus issue in the ratio of 3:1
2015
June 7, 2019 (400) 10 N.A. | Other than cash Transfer by way of Gift
TOTAL 749,600
2. __ Mrs. Anupama R. Goyal
May 31, 2010 1 10 10 | Cash Transfer from Mr. Ravi B.
Goyal
June 23, 2010 3 10 -- | Other than cash_| Bonus issue in the ratio of 11:4
February 12, 12 10 -- | Other than cash | Bonus issue in the ratio of 3:1

2015

 

TOTAL

16

 

3. Ravi Goyal Family Trust

(represented b

its trustees, Mr. Ravi B. Goyal and M

rs. Anupama R. Goyal)

 

June 7, 2019

100

10

N.A.©) | Other than cash

‘Transfer by way of Gift

 

TOTAL

100

 

4. Anupama Goyal Family Trust (represen

ted by its trustees, Mrs. Anupama R. G

oyal and Mr. Ravi B. Goyal)

 

June 7, 2019

100

10

N.A.© | Other than cash

‘Transfer by way of Gift

 

TOTAL

100

 

5. Kiran Goyal Family Trus

t (represented by its trustees, Mr. Kiran B. Goyal and

Mr. Ravi B. Goyal)

 

 

 

 

 

June 7, 2019 100 10 N.A.2) | Other than cash Transfer by way of Gift
TOTAL 100

6. Vinayak Goyal Family Trust (represented by its trustees, Mr. Vinayak R. Goyal and Mr. Ravi B. Goyal)
June 7, 2019 100 10 N.A.© | Other than cash Transfer by way of Gift
TOTAL 100

 

7.__ Trinity Ventures (Represented by its partners, Mr. Kiran B.

Goyal and Mr. Vinayak R. Goyal)

 

 

 

 

 

 

 

 

 

 

March 19, 16 10 621 | Cash Transfer from Mrs. Vimla B.
2015 Goyal
March 19, 16 10 621 | Cash Transfer from Ms. Neha R.
2015 Goyal
March 19, 16 10 621 | Cash Transfer from Mr. Kiran B.
2015 Goyal
March 19, 16 10 621 | Cash Transfer from Mrs. Nidhi K.
2015 Goyal
TOTAL 64

Selling Shareholders
1, Mr. V.C. Gupte
February 9, 11,500 10 156.52 | Cash Allotment under ESOS 2012
2015
February 12, 34,500 10 - | Other than cash | Bonus issue in the ratio of 3:1

2015,

 

 

 

 

 

 

85

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Face value
ape so eRe | per Equity a eee Nature of Nature of acquisition
en quity Share | Price per Equity | Consideration /allotment/ transfer
transfer Shares fe Share (%)
TOTAL 46,000
2. Shailesh Shetty
February 9, 9,000 10 156.52 | Cash Allotment under ESOS 2012
2015,
February 12, 27,000 10 - | Other than cash | Bonus issue in the ratio of 3:1
2015
TOTAL 36,000.
3. Rakesh Kumar
August 10, 28,000 10 39.13 | Cash Allotment under ESOS 2012
2018
TOTAL 28,000.
4.__Nikhil Patiyat
February 9, 4,500 10 156.52 | Cash Allotment under ESOS 2012
2015
February 12, 13,500 10 - | Other than cash | Bonus issue in the ratio of 3:1
2015
TOTAL 18,000
5.__ Rajesh Harshedrai Shah
February 9, 4,500 10 156.52 | Cash Allotment under ESOS 2012
2015
February 12, 13,500 10 - | Other than cash Bonus issue in the ratio of 3:1
2015
TOTAL 18,000

 

 

(1100 Equity Shares each were transferred by way of gift by Mr. Badrinarain K. Goyal to Ravi Goyal Family Trust, Anupama Goyal
Family Trust, Kiran Goyal Family Trust and Vinayak Goyal Family Trust.
(2) 100 Equity Shares were transferred by way of gift by Mr. Badrinarain K. Goyal.

(o) Details of Promoters’ contribution:

Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of at least 20% of the
fully-diluted post-Offer Equity Share capital of our Company held by our Promoters (assuming full
conversion of the vested options, under the ESOS 2012 and ESOS 2015) shall be considered as the
minimum Promoters’ contribution and is required to be locked-in for a period of 18 months from the
date of Allotment or such other time period as may be prescribed under the SEBI ICDR Regulations.
Our Promoters’ shareholding in excess of 20% shall be locked in for a period of six months from the
date of Allotment or such other time period as may be prescribed under the SEBI ICDR Regulations.

The Equity Shares that are being locked-in are not ineligible for computation of minimum Promoters’
contribution under Regulation 15 of the SEBI ICDR Regulations. In this regard, our Company
confirms that:

(i) The Equity Shares offered towards minimum Promoters’ contribution have not been acquired
during the three immediately preceding years (a) for consideration other than cash and
revaluation of assets or capitalization of intangible assets, or (b) arising from bonus issue by
utilization of revaluation reserves or unrealized profits of our Company or from a bonus issue
against Equity Shares, which are otherwise ineligible for computation of Promoters’
contribution;

(ii) The Equity Shares offered towards minimum Promoter’s contribution have not been acquired
by our Promoters during the year immediately preceding the date of this Prospectus at a price
lower than the Offer Price;

(iii) Our Company has not been formed by the conversion of one or more partnership firms or a
limited liability partnership firm into a company;

(iv) The Equity Shares forming part of the Promoters’ contribution are not subject to any pledge;
and

(v) All Equity Shares held by our Promoters are in dematerialized form as of the date of this

86

 
(d)

(e)

Prospectus.

The details of the Equity Shares held by our Promoters, locked-in as minimum Promoters’ contribution
are given below”:

 

 

 

 

 

 

 

 

Date of Face Issue/ Percent | Percenta
allotment/trans Value | Acquisiti | age (%) | ge (%) to
ae cs ee fer of Equity Nature of per onPrice | toPre- |  Post-
ee |e Shares and | Transaction | Equity per Offer | Offer
when made Share | Equity | Paid-up | Paid-up
fully paid-up (| Share (%) | Capital | Capital
Mr. 100 February 12, Bonus shares 10 NIL 0.00 0.00
Ravi B. 2015
Goyal
VEPL 24,280,51 April 12, 2018 Transfer from 10 86.18 20.17 20.17
6 TPG
Total 24,280,61 20.17 20.17
6

 

 

 

 

 

 

For a period of 18 months from the date of Allotment or such other time period as may be prescribed under the SEBI ICDR
Regulations

Our Promoters have given their consent to include such number of Equity Shares held by them as may
constitute 20% of the post-Offer Equity Share capital of our Company as Promoter’s contribution and
have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner, the Promoter’s
contribution from the date of filing of the Draft Red Herring Prospectus, until the expiry of the lock-in
specified above, or for such other time as required under SEBI ICDR Regulations, except as may be
permitted, in accordance with the SEBI ICDR Regulations.

Details of share capital locked-in for six months:

In addition to the Equity Shares proposed to be locked-in as part of the minimum Promoters’
contribution as stated above, as prescribed under the SEBI ICDR Regulations, the entire pre-Offer
Equity Share capital of our Company will be locked-in for a period of six months from the date of
Allotment of Equity Shares in the Offer (or such other time period as may be prescribed under the
SEBI ICDR Regulations) except the following: (i) the Equity Shares that are held by any VCFs, AIF
(category I or category II) or FVCI subject to the conditions set out in Regulation 17 of the SEBI
ICDR Regulations, provided that such Equity Shares will be locked-in for a period of at least six
months from the date of purchase by the VCFs, AIF (category I or category II) or FVCI; (ii) any
Equity Shares allotted to eligible employees of our Company (whether currently employees or not)
under the ESOP Schemes prior to the Offer; and (iii) the Equity Shares transferred pursuant to the
Offer. Further, Equity Shares held by the AGSTTL Employees’ Welfare Trust will be permitted to be
transferred to our employees upon exercise of vested options and such transferred Equity Shares will
not be subject to any lock-in in the hands of our employees, subject to the SEBI SBEB Regulations.
The Equity Shares received by employees from AGSTTL Employees’ Welfare Trust pursuant to
exercise of options shall be exempt from lock-in under Regulation 17 of the SEBI ICDR Regulations,
subject to the SEBI SBEB Regulations.

Other requirements in respect of lock-in:

Pursuant to Regulation 20 of the SEBI ICDR Regulations, details of locked-in Equity Shares will be
recorded by the relevant depositories.

Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our
Promoters may be pledged only with scheduled commercial banks or public financial institutions or a
systemically important NBFC or a housing finance company as collateral security for loans granted by
such scheduled commercial bank or public financial institution or systemically important NBFC or
housing company, provided that specified conditions under the SEBI ICDR Regulations are complied
with.

Pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters,

87
(

which are locked-in in accordance with Regulation 16 of the SEBI ICDR Regulations, may be
transferred to and among our Promoters and any member of the Promoter Group, or to a new promoter
of our Company and the Equity Shares held by any persons other than our Promoters, which are
locked-in in accordance with Regulation 17 of the SEBI ICDR Regulations, may be transferred to and
among such other persons holding specified securities that are locked in, subject to continuation of the
lock-in in the hands of the transferee for the remaining period and compliance with the SEBI Takeover
Regulations, as applicable.

Lock-in of Equity Shares Allotted to Anchor Investors:

Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion will be locked-in for a
period of 30 days from the date of Allotment.

88
©

Shareholding Pattern of our Company

The table below presents the equity shareholding of our Company as per the statement of beneficiary position as on January 20, 2022:

 

 

 

 

 

 

 

 

 

 

 

 

Categor [Category of Number of] Number of |Numbe|Number| Total |Shareholdin] Number of Voting Rights heldin [Number of[Shareholding] Number of | Number of Shares | Number of
y _ |Shareholde| Sharehold| Fully Paid- | r of lof Shares| Number of | g as a % of Each Class of Securities Shares | ,asa% | locked-in Pledgedor —_|Equity Shares
oO r ers (II) | up Equity | Partly |Underlyi] Equity Total ax) Underlyin| Assuming | — shares Otherwise held in

a Shares Held|Paid-up| ng |Shares Held| number of g Full ca) Encumbered’ | Dematerialize
(IV) | Equity |Deposito] (VII) Equity Outstandi| Conversion (xa) dForm
Shares] ry | =(IV)+(V)+] Shares ‘No of Voting Rights Total] ng of [Numbe| Asa | Number ]Asa%| (XIV)
Held |Receipts (VD (calculated asa |Convertibl) Convertible | r(a) | % of (a) of total
(vy) (vp asper | Class, e.g. |Clas) Total | % of e \Securities (as| total share s
SCRR, equity Ss (A+B| Securities |a Percentage share held (b)
1957) eg. +C) |(including| of Diluted s held|
(VII) Asa othe [Warrants)| Share (b)
% of rs eo Capital)
(A+B+C2) (X=
(VII)+(X) As
a %of
(A+B+C2)
(A) [Promoter 9} 118,264,656) - 118, 264,656| 98.23] 118,264,656] - | 118,264,656] 98.23) - 98.23} - 118,264, 656|
land
[Promoter
Group
(B) [Public 906] 1,325,370, - 1,325,370] 110{ 1,325,370) - | 1,325,370) 1.10) - 1.10 - 1,325,370]
(©) [Non - - - - - - - - - - - - -
[Promoter-
INon Public
(Ci) [Shares - - - - - - - - - - - - -
lunderlying
IDRs
(C2) |Shares held if 802,550, - 802,5500 0.67) 802,550, - 802,550] 067) - 0.67| - 802,550
lby
Employee
[Trusts
[Total 916] 120,392,576] Nil | Nil | 120,392,576] 100] 120,392,576] Nil | 120,392,576) 100! Nil 100] Nil - 120,392,576|

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

89
8. Details of the Shareholding of the major Shareholders of our Company

(a) _ The Equity Shareholders holding 1% or more of the paid-up Equity Share capital of our Company and the
number of Equity Shares held by them as of the date of this Prospectus are detailed in the table below:

 

 

 

 

 

 

S.No. Name of the Shareholder Number of Equity Shares held | Percentage of Pre-Offer
capital (%)
a; Mr. Ravi B. Goyal* 66,460,312 55.20
= Vineha Enterprises Private Limited 51,054,264 42.41
TOTAL 117,326,576 97.45

 

 

 

 

“This does not include the shareholding of members of the promoter group (as disclosed below) where Mr. Ravi B. Goyal is a trustee.

(b) The Equity Shareholders who held 1% or more of the paid-up Equity Share capital of our Company and the
number of Equity Shares held by them 10 days prior to the date of this Prospectus are detailed in the table

 

 

 

 

 

 

 

 

 

below:
: Percentage of Pre-Offer
S.No. Name of the Shareholder Number of Equity Shares held capital (%)
ahs Mr. Ravi B. Goyal* 66,460,312 55.20
2 Vineha Enterprises Private Limited 51,054,264 42.41
TOTAL 117,326,576] 97.45}

 

“This does not include the shareholding of members of the promoter group (as disclosed below) where Mr. Ravi B. Goyal is a trustee.

(c) | The Equity Shareholders who held 1% or more of the paid-up Equity Share capital of our Company and the
number of Equity Shares held by them one year prior to the date of this Prospectus are detailed in the table

 

 

 

 

 

 

 

below:
S.No. Name of the Shareholder Number of Equity Shares held _| Percentage of Pre-Offer
capital (%)
1. Mr. Ravi B. Goyal* 66,460,312 55.20
2 Vineha Enterprises Private Limited 51,054,264 42.41
3. | AGSTTL Employees Welfare Trust 1,812,000 ist
TOTAL 119,326,576, 99.12)

 

 

 

 

“This does not include the shareholding of members of the promoter group (as disclosed below) where Mr. Ravi B. Goyal is a trustee.

(d) The Equity Shareholders who held 1% or more of the paid-up Equity Share capital of our Company and the
number of Equity Shares held by them two years prior to the date of this Prospectus are detailed in the table

 

 

 

 

below:
S.No. Name of the Shareholder Dumber of Equity Shares held, | PrCeMteee ct Pre Oter
capital (%)
1. Mr. Ravi B. Goyal* 66,460,312 55.20
2. Vineha Enterprises Private Limited 51,054,264 42.41
3. AGSTTL Employees Welfare Trust 1,812,000 1.51

 

 

 

 

 

90

 
 

 

 

 

 

 

 

S.No. Name of the Shareholder Number of Equity Shares held | Percentage of Pre-Offer
capital (%)
TOTAL 119,325,578 99.12
*This does not include the shareholding of members of the promoter group (as disclosed below) where Mr. Ravi B. Goyal is a trustee.
9. Details of the Shareholding of our Promoters, Members of our Promoter Group and Directors of

Vineha Enterprises Private Limited

Except as disclosed below, none of our Promoters, members of our Promoter Group and directors of Vineha
Enterprises Private Limited hold any Equity Shares as on the date of filing of this Prospectus.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ene Number of Pre-Offer Equity | Percentage of Equity Share
Shares capital (%)

Promoters

Mr. Ravi B. Goyal” 66,460,312 55.20

Vineha Enterprises Private Limited 51,054,264 42.41

Total Holding of the Promoters (A) 117,514,576 97.61

Promoter Group

Mr. Badrinarain K. Goyal 749,600 0.62

Mrs. Anupama R. Goyal” 16 Negligible

Trinity Ventures (represented by its partners, Mr. Kiran 64 Negligible

B. Goyal and Mr. Vinayak R. Goyal)

Ravi Goyal Family Trust (represented by its trustees, Mr. Negligible

Ravi B. Goyal and Mrs. Anupama R. Goyal) 100

Anupama Goyal Family Trust (represented by its Negligible

trustees, Mrs. Anupama R. Goyal and Mr. Ravi B. Goyal) 100

Kiran Goyal Family Trust (represented by its trustees, Negligible

Mr. Kiran B. Goyal and Mr. Ravi B. Goyal) 100

Vinayak Goyal Family Trust (represented by its trustees, Negligible

Mr. Vinayak R. Goyal and Mr. Ravi B. Goyal) 100

Total Holding of Promoter Group (other than the 750,080 0.62

Promoters) (B)

Total Holding of Promoters and Promoter Group (A) 118,264,656 98.23

+@)

 

 

 

“Mr. Ravi B. Goyal and Mrs. Anupama R. Goyal are also directors of Vineha Enterprises Private Limited

10.
filing of this Prospectus

Details of the Shareholding of our Directors and Key Managerial Personnel as on the date of

None of our Directors and Key Managerial Personnel holds any Equity Shares as on the date of filing of this

Prospectus other than as disclosed below.

 

 

 

 

 

 

 

Name Number of Pre- | Percentage of Pre- | Percentage of Post-
Offer Equity Shares _| Offer Capital (%) | Offer Capital (%)*

Directors
Mr. Ravi B. Goyal 66,460,312 55.20 55.20
Mrs. Anupama R. Goyal 16 Negligible Negligible
Total Holding of Directors (A) 66,460,328 55.20 55.20

 

 

 

 

91
 

Number of Pre- | Percentage of Pre- | Percentage of Post-

hoe Offer Equity Shares | Offer Capital (%) | Offer Capital (%)*

 

Key Managerial Personnel

 

 

 

 

 

 

 

 

 

 

 

Mr. V.C. Gupte 46,000 0.04 0.04
Mr. Shailesh S. Shetty 36,000 0.03 0.03
Total Holding of Key Managerial Personnel (B) 82,000 0.07 0.07
Total Holding of Directors and Key Managerial 66,542,328 55.27 55.27
Personnel (A+B)
$This percentage does not take into account the transfer of the Offered Shares by the Selling Shareholders as part of the Offer.
dit. There are no securities of our Company that have been purchased or sold by our Promoters, directors
of our Corporate Promoter, members of our Promoter Group and/or our Directors and/or the immediate
relatives of our Directors within the six months immediately preceding the date of filing of the Draft
Red Herring Prospectus, the Red Herring Prospectus and this Prospectus.
12. Employee Stock Option Schemes

(a)

The employee stock options of our Company have been granted under ESOS 2012 and ESOS 2015.

As of the date of this Prospectus, our Company has granted 1,407,980 options (net) under ESOS 2012 and
2,830,720 options (net) under ESOS 2015.

Employee Stock Option Scheme — ESOS 2012 (“ESOS 2012”)

Our Company instituted the ESOS 2012 pursuant to resolutions passed by the Board and the Shareholders,
each dated February 29, 2012, and as amended pursuant to resolutions passed by the Board and the
Shareholders, each dated July 27, 2018 and November 22, 2021. The ESOS 2012 is compliant with the
SEBI SBEB Regulations, as certified by our secretarial auditors, Bhandari & Associates, Company
Secretaries, pursuant to their certificate dated January 11, 2022.

Pursuant to a Shareholders’ resolution dated February 3, 2015, bonus shares were allotted in the ratio of 3:1
to the Shareholders as on a record date of February 11, 2015. Pursuant to the adjustment made as a result of
such bonus issue by way of a resolution passed by the Board, dated March 12, 2015, the total number of
options that can be granted under ESOS 2012 is 2,319,588. 851,670 options were exercised under the
ESOS 2012 in the ratio of 1:1. Further 802,550 vested options were lying with AGSTTL Employees’
Welfare Trust on behalf of employees of our Company or our Subsidiaries.

Pursuant to a resolution passed by the Nomination and Remuneration Committee dated August 12, 2021,
129,740 options were granted from the remaining ESOS 2012 pool to certain employees of our Company
or our Subsidiaries, including certain Key Managerial Personnel, under ESOS 2012. Such options are
convertible into not more than 129,740 Equity Shares, which represents 0.11% of the pre-Offer paid-up
Equity Share Capital of our Company. ESOS 2012 is administered by the AGSTTL Employees’ Welfare
Trust. Pursuant to a Shareholders’ resolution dated February 3, 2015, our Company approved the grant of
an interest free unsecured loan of up to 792,000,000 to AGSTTL Employees Welfare Trust, in one or more
tranche(s), to be utilized for the purpose of purchasing the Equity Shares of our Company under ESOS
2012, and such shares to be allocated to the employees of our Company upon the exercise of options under
ESOS 2012. The following table sets forth the particulars of the options granted under the ESOS 2012 as
on the date of filing of this Prospectus:

 

Particulars Details

 

 

 

Options granted ‘As of the date of this Prospectus, our Company has granted options as disclosed

 

92

 
 

 

 

 

 

 

 

 

 

 

Particulars Details
below.
Total | No.of | Exercised
Financial Year/ Period onan eee ae
Granted | Cancelled

2012 1,870,000 650,080. 616,970 602,950
2013 50,000 - 50,000 -
2015 342,000 252,000 32,000 58,000.
2019 881,000 105,000 152,700 623,300
Five-month period ended 129,740 6,100 - 123,640
August 31, 2021
Total 3,272,740 1,013,180 851,670 | 1,407,980

 

 

 

 

 

 

 

Pricing formula

‘Financial year 2012: 1,870,000 options were granted at fair market value

* Financial year 201

fair market value

: 50,000 options were granted at 21.74% discount to

¢ — Financial year 2015: 160,000 options, were granted at 27.11% discount to
fair market value and 182,000 options were granted at 74.33% discount to

fair market value

* Financial year 2019: 881,000 options were granted at 57.92% discount to

fair market value

*  Five-month period ended August 31, 2021: 129,740 options were granted
at 77.78% discount to fair market value

 

 

 

 

 

 

 

Options vested 1,284,250
Options exercised 851,670

The total number of Equity 1,284,250
Shares arising as a result of

exercise of options

Options lapsed/ cancelled 1,013,180
Variation of terms of options Nil

Money realized by exercise of 333,325,847
options

Total number of options in force _| 1,407,980

 

Employee-wise detail of options
granted to

 

i.

Key managerial personnel

Refer note 1

 

ii.

Any other employee who
received a grant in any one
year of options amounting
to 5% or more of the
options granted during the
year

Refer note 2

 

 

iii.

Identified employees who
were granted —_— options
during any one year equal
to/ exceeding 1% of the
issued capital (excluding

 

Nil

 

93

 
 

Particulars

 

outstanding warrants and
conversions) of the
Company at the time of
grant

 

Fully diluted EPS pursuant to
issue of Equity Shares on exercise
of options in accordance with the
relevant accounting standard

Diluted EPS as per the Restated Consolidated Financial Information as at August

31, 2021 (not annualized): (1.53)

 

Impact on profit and EPS of the
last three years if the accounting
policies prescribed in the SEBI
SBEB Regulations had been
followed

Our Company has followed the accounting policies specified in Regulation 15 of
the SEBI SBEB Regulations and the impact on profits, Basic EPS and Diluted EPS

is as follows:

For the five-month period ended August 31, 2021: 0

For Financial Year 2021: 0
For Financial Year 202
For Financial Year 2019:

 

 

 

Difference if any, between
employee compensation cost
calculated using the intrinsic
value of stock options and the
employee compensation cost
calculated on the basis of fair
value of stock options

 

Financial year 2019
Impact on profit: Profit would be less by nil
Impact on EPS:

 

Basic EPS
(Consolidated)

 

- As reported

5.58

 

- Proforma

5.58

 

Diluted EPS
(Consolidated)

 

- As reported

5.53

 

 

 

- Proforma

 

5.53

 

Financial year 2020
Impact on profit: Profit would be less by nil
Impact on EPS:

 

Basic EPS
(Consolidated)

 

- As reported

7.00

 

- Proforma

7.00

 

Diluted EPS
(Consolidated)

 

- As reported

6.90

 

- Proforma

6.90

 

Financial Year 2021
Impact on profit: Profit would be less by nil
Impact on EPS:

 

Basic EPS
(Consolidated)

 

- As reported

4.62

 

- Proforma

4.62

 

Diluted EPS
(Consolidated)

 

- As reported

4.55,

 

- Proforma

 

 

4.55,

 

Five-month period ended August 31, 2021
Impact on profit: Profit would be less by nil
Impact on EPS:

 

94

 

 
 

Particulars

 

Basic EPS
(Consolidated)

 

- As reported

())

 

- Proforma

(1.53)

 

Diluted EPS
(Consolidated)

 

- As reported

(1.53)

 

 

~ Proforma

(153)

 

Impact on the profits of the
Company and on the EPS arising
due to the difference of the fair
value of stock options over the
intrinsic value of the stock
options

Financial year 2019
Impact on profit: Profit would be less by nil
Impact on EPS:

 

Basic EPS
(Consolidated)

 

- As reported

5.58

 

- Proforma

5.58

 

Diluted EPS
(Consolidated)

 

- As reported

5.53

 

- Proforma

 

 

5.53

 

 

Financial year 2020
Impact on profit: Profit would be less by nil
Impact on EPS:

 

Basic EPS
(Consolidated)

 

- As reported

7.00

 

- Proforma

7.00

 

Diluted EPS
(Consolidated)

 

- As reported

6.90

 

 

~ Proforma

6.90

 

Financial year 2021
Impact on profit: Profit would be less by nil
Impact on EPS:

 

Basic EPS
(Consolidated)

 

- As reported

4.62

 

- Proforma

4.62

 

Diluted EPS
(Consolidated)

 

- As reported

4.55,

 

- Proforma

4.55,

 

Five-month period ended August 31, 2021
Impact on profit: Profit would be less by nil
Impact on EPS:

 

Basic EPS
(Consolidated)

 

- As reported

(153)

 

- Proforma

(153)

 

Diluted EPS
(Consolidated)

 

- As reported

(153)

 

- Proforma

 

 

(153)

 

 

 

Weighted average exercise price

 

Financial year 2012

 

95

 

 

 
 

Particulars

Details

 

and the weighted average fair
value of options whose exercise
price either equals or exceeds or
is less than the market price of the
stock

Weighted average exercise price (as on the date of grant) — 739.13
Weighted average fair value (as on the date of grant) -%8.40

Financial year 2013
Weighted average exercise price (as on the date of grant) ~ 39.13
Weighted average fair value 7.77

Financial year 2015
Weighted average exercise price (as on the date of grant):
Grant I — 239.13

Grant II - 7111.13

Weighted average fair value (as on the date of grant):
Grant I - 2121.26

Grant II - 762.30

Financial year 2019
Weighted average exercise price (as on the date of grant) - 39.13
Weighted average fair value (as on the date of grant) — 766.12

Five-month period ended August 31, 2021
Weighted average exercise price (as on the date of grant) - 39.13
Weighted average fair value (as on the date of grant) — 2140.66

 

Method and significant
assumptions used to estimate the
fair value of options granted

during the year __ including
weighted average information,
namely, risk-free interest rate,

expected life, expected volatility,
expected dividends and the price
of the underlying share in the
market at the time of grant of the
option

Weighted Average Market price — 2176.10
Weighted Average Expected Life — 3.55 years
Weighted Average Volatility — 11.20%
Weighted Average Risk free rate — 5.74%
Weighted Average Dividend Yield — 0.57%
Weighted Average Exercise Price — 239.13

 

Intention of the key managerial
personnel and whole time
directors who are holders of
Equity Shares allotted on exercise
of options to sell their Equity
Shares within three months after
the listing of Equity Shares
pursuant to the Offer

Refer note 1

 

Intention to sell Equity Shares
arising out of the ESOS 2012
within three months after the
listing of Equity Shares pursuant
to the Offer by directors, key
managerial personnel —_and
employees having Equity Shares
arising out of ESOS 2012
amounting to more than 1% of the
issued capital of our Company
(excluding outstanding warrants
and conversions)

Not applicable as none of the option holders hold options greater than 1% of the
issued capital

 

 

 

 

 

Note 1:
Name of Key | Total number of | Total number of

Managerial | Options options lapsed/ cae banc Intention to sell
Person Granted forfeited opener a.

Me stanley 204,000 . 204,000 175,000

 

 

 

 

 

 

96

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name of Key] Total number of | Total numberof | ro.) wumber of
Managerial _| Options options lapsed/ ‘ions outetanding | Intention to sell
Person Granted forfeited bbe s
Mr George 123,000 123,000 123,000
Trelawney
MEEK 82,000 82,000 82,000
Rajnarayan
pie cheat 18,000 18,000 18,000
Parekh
Mesaly 85,000 . 85,000 40,000
Tewari
MerSatish 139,000 - 139,000 75,000
Zope
Me sattetlt 102,000 - 102,000 25,000
Me Ashi 38,000 - 38,000 38,000
Mehia
Me sballesh 62,000 - 62,000 62,000
Shetty
Nee Niles 37,000 - 37,000 18,500
Samaiya
Ms. Sneha
be 13,000 3 13,000 13,000
Note 2:
Name of Employee No, of Option Granted
= Post Bonus

Financial Year 2012
Mr. Stanley Johnson 112,000
Mr. Anand Agarwal* 112,000
Financial Year 2013
Mr. Ravindra Deshpande 14,000
Mr. Rajesh Shah 18,000
Mr. Subrat Mishra 18,000
Financial Year 2015
Mr. Amit Majumdar® 160,000
Mr. Saurabh Lal 28,000
Mr. Ankur Sharma* 20,000
Mr. Stanley Johnson 20,000
Mr. Vijay Iyer* 20,000

inancial Year 2019
Mr, Satish Zope 75,000
Mr. Saurabh Lal 74,000
Mr. Stanley Johnson 72,000
Mr. Shailesh Shetty 62,000

 

 

 

*no longer an employee

(b) Employee Stock Option Scheme — ESOS 2015 (“ESOS 2015”)

Our Company instituted the ESOS 2015 on January 30, 2015 pursuant to resolutions dated January 30,
2015 and February 3, 2015 passed by the Board and Shareholders, respectively, and the ESOS 2015 was
subsequently amended pursuant to resolutions, each dated July 27, 2018 and November 22, 2021, passed by
the Board and the Shareholders. The ESOS 2015 is compliant with the SEBI SBEB Regulations, as
certified by our secretarial auditors, Bhandari & Associates, Company Secretaries, pursuant to their
certificate dated January 11, 2022.

Pursuant to a Shareholders’ resolution dated February 3, 2015, bonus shares were allotted in the ratio of 3:1
to the Shareholders as on a record date of February 11, 2015. Pursuant to the adjustments made as a result
of such bonus issue, by way of a resolution passed by the Board, dated March 21, 2015, the total number of
options that can be granted under ESOS 2015 was 1,216,000, convertible into 1,216,000 Equity Shares.
Further, pursuant to a Board resolution dated August 4, 2021 and a Shareholders’ resolution dated August

97
 

time of grant

 

Fully diluted EPS pursuant to issue of Equity
Shares on exercise of options in accordance
with the relevant accounting standard

Diluted EPS as per Restated Consolidated Financial Information as
at August 31, 2021 (not annualized): (1.53)

 

Impact on profit and EPS of the last three
years if the accounting policies prescribed in
the SEBI SBEB Regulations had been
followed

Our Company has followed the accounting policies specified in
Regulation 15 of the SEBI SBEB Regulations and the impact on
profits, Basic EPS and Diluted EPS is as follows:

For the five-month period ended August 31, 2021: 0
For Financial Year 2021: 0
For Financial Year 2020: 0
For Financial Year 2019: 0

 

 

Difference if any, between employee
compensation cost calculated using the
intrinsic value of stock options and the
employee compensation cost calculated on the
basis of fair value of stock options

 

Financial year 2019
Impact on profit: Profit would be less by nil
Impact on EPS:

 

 

 

 

 

 

Basic EPS
(Consolidated)

~ As reported 5.58
~ Proforma 5.58
Diluted EPS

(Consolidated)

~ As reported 5.53
~ Proforma 5.53

 

 

 

 

Financial year 2020
Impact on profit: Profit would be less by nil
Impact on EPS:

 

 

 

 

 

 

 

 

 

Basic EPS
(Consolidated)

~ As reported 7.00
~ Proforma 7.00
Diluted EPS

(Consolidated)

~ As reported 6.90
~ Proforma 6.90

 

Financial year 2021
Impact on profit: Profit would be less by nil
Impact on EPS:

 

 

 

 

 

 

Basic EPS
(Consolidated)

~ As reported 4.62
~ Proforma 4.62
Diluted EPS

(Consolidated)

~ As reported 4.55
~ Proforma 455

 

Five-month period ended August 31, 2021

Impact on profit: Profit would be less by nil

Impact on EPS:
Basic EPS
(Consolidated)
~ As reported (1.53)

 

 

 

 

 

 

99

 
7, 2021, the option pool available to be granted ESOS 2015 was increased by an additional 2,200,000
options. Pursuant to a resolution passed by the Nomination and Remuneration Committee dated August 12,
2021, 2,402,920 options were granted to certain employees of our Company or our Subsidiaries, including
certain Key Managerial Personnel, under ESOS 2015. Such options are convertible into not more than
2,402,920 Equity Shares, which represents 2.00% of the pre-Offer paid-up Equity Share Capital of our
Company. ESOS 2015 is administered by the AGSTTL Employees’ Welfare Trust. The following table
sets forth the particulars of the options granted under the ESOS 2015 as on the date of filing of this
Prospectus:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Details
Options granted As of the date of this Prospectus, our Company has granted
2,824,720 options (net), the details of which grants are disclosed
below.
Financial Total No. of Exercised
Year/ No. of Options Net
Period | OPtions | Lapsed/ Options
Granted | Cancelled
Financial | 1,216,000 213,500 | 4,73,700 | 528,800
Year 2019
Five- 2,402,920 101,000 ~ | 2,301,920
month
period
ended
August 31,
2021
Total 3,618,920 314,500 473,700 | 2,830,720
Pricing formula Financial Year 2019: 1,216,000 options were granted at 57.92%

discount to fair market value

Five-month period ended August 31, 2021: 2,402,920 options were
granted at 77.78% discount to fair market value

 

Options vested 528,800

 

Options exercised 473,700

 

The total number of Equity Shares arising asa | 528,800
result of exercise of options

 

 

 

 

 

 

Options lapsed 314,500
Variation of terms of options Nil

Money realized by exercise of options 218,535,881
Total number of options in force 2,830,720
Employee-wise detail of options granted to

i. Key managerial personnel Refer Note 1

 

ii. Any other employee who received a grant in | Financial year 2019:
any one year of options amounting to
5% or more of the options granted | Mr. Ricardos El Khoury — 75,000 options
during the year

 

 

iii. Identified employees who were granted | Nil
options during any one year equal to/
exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the

 

 

 

98
 

 

 

 

~ Proforma (1.53)
Diluted EPS

(Consolidated)

~ As reported (1.53)
- Proforma (153)

 

 

 

 

 

Impact on the profits of the Company and on | Financial year 2019
the EPS arising due to the difference of the fair | Impact on profit: Profit would be less by nil
value of stock options over the intrinsic value | Impact on EPS:
of the stock options

 

 

 

 

 

 

Basic EPS
(Consolidated)

- As reported 5.58
~ Proforma 5.58
Diluted EPS

(Consolidated)

~ As reported 5.53
~ Proforma 5.53

 

 

 

 

Financial year 2020
Impact on profit: Profit would be less by nil
Impact on EPS:

 

 

 

 

 

Basic EPS

(Consolidated)

~ As reported 7.00
- Proforma 7.00
Diluted EPS

(Consolidated)

~ As reported 6.90
~ Proforma 6.90

 

Financial year 2021
Impact on profit: Profit would be less by nil
Impact on EPS:

 

 

 

 

 

 

Basic EPS
(Consolidated)

~ As reported 4.62
~ Proforma 4.62
Diluted EPS

~ As reported 455
~ Proforma 455

 

Five-month period ended August 31, 2021:
Impact on profit: Profit would be less by nil
Impact on EPS:

 

 

 

 

 

 

Basic EPS
(Consolidated)

~ As reported (1.53)
~ Proforma (153)
Diluted EPS

~ As reported (1.53)
~ Proforma (153)

 

 

 

 

 

Weighted average exercise price and the | Financial year 2019
weighted average fair value of options whose | Weighted average exercise price (as on the date of grant) — 239.13

 

 

100

 
 

exercise price either equals or exceeds or is
less than the market price of the stock

Weighted average fair value (as on the date of grant) — 866.12

Five-month period ended August 31, 2021:
Weighted average exercise price (as on the date of grant) - 239.13
Weighted average fair value (as on the date of grant) ~ 2140.66

 

Method and significant assumptions used to
estimate the fair value of options granted
during the year including weighted average
information, namely, risk-free interest rate,
expected life, expected volatility, expected
dividends and the price of the underlying share
in the market at the time of grant of the option

Weighted Average Market price — 2176.10
Weighted Average Expected Life — 3.55 years
Weighted Average Volatility — 11.20%
Weighted Average Risk free rate — 5.74%
Weighted Average Dividend Yield — 0.57%
Weighted Average Exercise Price — 239.13

 

Intention of the key managerial personnel and
whole time directors who are holders of Equity
Shares allotted on exercise of options to sell
their Equity Shares within three months after
the listing of Equity Shares pursuant to the
Offer

Refer Note 1

 

Intention to sell Equity Shares arising out of
the ESOS 2015 within three months after the
listing of Equity Shares pursuant to the Offer
by directors, senior managerial personnel and
employees having Equity Shares arising out of
ESOS 2015 amounting to more than 1% of the
issued capital of our Company (excluding
outstanding warrants and conversions)

 

Not applicable as none of the option holders hold options greater
than 1% of the issued capital.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note 1:
‘Name of Key | Total number of | Total number of

: : : Total number of .
Managerial _| Options options lapsed/ dotions outetanding | tention to sell
Person Granted forfeited P 8
Mr. Ricardos 7 7
El Khoury 7M - a” .
usual 88,800 - 88,800 47,000
Bi cherie 44,100 - 44,100 26,000
Mr. Sudheer 60,200 e 60,200 15,000,
Parappurath
Mr. Stanley 98,800 = 98,800 -
Johnson
xe 77,600 - 77,600 -
Re Saurabh 70,500 ‘ 70,500 -
Mr. Ashish z =
Mehta ae - ae -
Mr. Nikesh 55,100 ® 55,100 -
Samaiya
Mr. Sanjiv 51,500 2 51,500 :
Tewari
Mr. Shailesh 2 3
Shetty ae - ae :
Mr. George 38,100 ‘ 38,100 i
Trelawney
Mr. PK 18,400 - 18,400 fs
Rajnarayan
‘Ms. Sneha
Kadam moo - “ -

 

 

 

 

 

 

101

 
13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

Non-Convertible Debentures

Details of the listed non-convertible debentures issued by our Company that are currently listed are
disclosed below:

 

 

 

 

 

 

 

 

 

Stock ‘Amount Issued z 5
S.No | ISIN Number racine (INR) Scrip Code Maturity Date
1. INE583L07011 NSE | _5,500,000,000 NA March 26, 2027|

 

As of the date of this Prospectus, other than outstanding stock options under the ESOS 2012 and ESOS 2015,
there are no outstanding warrants, options, debentures, loans or other instruments convertible into Equity
Shares.

None of the BRLMs or their respective associates, as defined in the SEBI Merchant Bankers Regulations,
hold any Equity Shares in our Company as of the date of this Prospectus.

Our Company has not made any public issue since its incorporation, and has not made any rights issue of any
kind or class of securities since its incorporation.

Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for purchase
of Equity Shares to be Allotted pursuant to the Offer.

No person connected with the Offer, including, but not limited to, the members of the Syndicate, our
Company, the Directors, Selling Shareholders, members of our Promoter Group and the Promoters, shall
offer or make payment of any incentive, direct or indirect, in the nature of discount, commission and
allowance, except for fees or commission for services rendered in relation to the Offer, in any manner,
whether in cash or kind or services or otherwise, to any Bidder for making a Bid.

Our Company does not have any partly paid-up Equity Shares as of the date of this Prospectus and all Equity
Shares Allotted in the Offer will be fully paid-up at the time of Allotment.

There will not be any further issue of Equity Shares, whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner during the period commencing from submission of the Draft
Red Herring Prospectus with the SEBI until the Equity Shares have been listed on the Stock Exchanges or all
application monies have been refunded, as the case may be, other than any issue of Equity Shares pursuant to
exercise of options granted or grant of further options under the ESOS 2012 and ESOS 2015, in accordance,
and subject to compliance, with the SEBI SBEB Regulations.

There have been no financing arrangements whereby our Promoter, members of our Promoter Group, our
Directors and their relatives have financed the purchase by any other person of securities of our Company
other than in the normal course of the business of the financing entity during the period of six months
immediately preceding the date of filing of the Draft Red Herring Prospectus, the Red Herring Prospectus
and this Prospectus.

Our Company presently does not intend or propose and is not under negotiations or considerations to alter its
capital structure for a period of six months from the Bid/Offer Opening Date, by way of split or consolidation
of the denomination of Equity Shares or further issue of Equity Shares (including issue of securities
convertible into or exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or
by way of issue of bonus shares or on a rights basis or by way of further public issue of Equity Shares or
qualified institutions placements or otherwise. Provided, however, that the foregoing restrictions do not apply
to the issuance of Equity Shares, pursuant to the exercise of employee stock options under the ESOS 2012
and ESOS 2015.

102
23. As of the date of filing of this Prospectus, the total number of holders of the Equity Shares is 916 as per the
statement of beneficiary position as on January 21, 2022.

103
OBJECTS OF THE OFFER

The objects of the Offer are to (i) carry out the offer for sale by the Selling Shareholders; and (ii) to realise the
benefits of listing of the Equity Shares on the Stock Exchanges, enhancement of our Company’s brand name and
creation of a public market for the Equity Shares in India.

Utilization of the Offer Proceeds by Selling Shareholders

Each of the Selling Shareholders will be entitled to the Offer Proceeds, to the extent of the Equity Shares offered by
them in the Offer, net of their respective share of the Offer related expenses. Our Company will not directly receive
any proceeds from the Offer, except as disclosed below.

Use of Proceeds by Mr. Ravi B. Goyal

Our Company and Mr. Ravi B. Goyal (the Promoter Selling Shareholder) have entered into a share purchase
agreement dated August 16, 2021, as amended (“VEPL CCPS SPA”), to sell the 650,000,000 compulsorily
convertible preference shares of VEPL (one of our Promoters) of face value of 710 each held by our Company
(“VEPL CCPS”) for a total consideration of 26,500 million or the fair market value of the VEPL CCPS in
accordance with a valuation report prepared by an independent chartered accountant as on the date of filing of this
Prospectus (in accordance with Sections 50CA and 56(2)(x) of the Income-Tax Act read with Rule 11UA and Rule
11UAA of the Income Tax Rules determined by an independent chartered accountant), whichever is higher (“CCPS
Sale Consideration”). In accordance with such valuation report, Mr. Ravi B. Goyal will acquire the VEPL CCPS
for a total consideration of 26,500 million.

In accordance with the provisions of the VEPL CCPS SPA, our Company has entered into a CCPS Share Escrow
Agreement dated November 29, 2021 with Mr. Ravi B. Goyal and Link Intime India Private Limited (“CCPS Share
Escrow Agent”, and such agreement, the CCPS Share Escrow Agreement”) and a CCPS Cash Escrow Agreement
dated December 1, 2021 with Mr. Ravi B. Goyal and HDFC Bank Limited (“CCPS Cash Escrow Bank”, and such
agreement, the “CCPS Cash Escrow Agreement”). Pursuant to the CCPS Cash Escrow Agreement, a separate cash
escrow account has been opened (“CCPS Cash Escrow Account”). In accordance with the terms of the CCPS
Share Escrow Agreement, our Company has deposited the VEPL CCPS with the CCPS Share Escrow Agent. The
Offer proceeds (up to such amount aggregating to the CCPS Sale Consideration) to be received by Mr. Ravi B.
Goyal for the sale of his portion of the Offered Shares, will be transferred to the CCPS Cash Escrow Account, upon
receipt of the listing and trading approvals from the Stock Exchanges and no later than one business day after receipt
of the listing approval but prior to the listing of the Equity Shares pursuant to this Offer (“CCPS Closing Date”), in
accordance with the terms of the Cash Escrow and Sponsor Bank Agreement. Thereafter, on the CCPS Closing
Date, on receipt of instructions, the CCPS Cash Escrow Bank will transfer an amount equivalent to the CCPS Sale
Consideration from the CCPS Cash Escrow Account to an account designated by our Company. Such amounts
received by our Company shall be primarily utilized by the Company to redeem the Listed NCDs. The sale of the
VEPL CCPS by our Company to Mr. Ravi B. Goyal is proposed to be completed prior to the commencement of
listing and trading of the Equity Shares on the Stock Exchanges.

For details on the VEPL CCPS SPA, see also “History and Certain Corporate Matters — Other Agreements” on
page 190.

Redemption/pre-payment of our listed non-convertible debentures (“Listed NCDs”)

Our Company proposes to primarily utilize the proceeds from the sale of the VEPL CCPS to pre-pay or redeem the
Listed NCDs issued by our Company.

104
The following table provides details of the Listed NCDs which are outstanding as of the date of this Prospectus:

 

 

S. | Name of Nature of Amount | Outstanding | Interest Purpose Pre-payment clause
No.| the borrowing | borrowed | amounts of | _ rate of raising
lender (in? October 31, the loan
million) 2021
(in million)

1. [Vista | Rated, listed, 5,500 5,689.00] Coupon | To Except as described below, our
ITCL secured, rate: 12% |subscribe |Company is not permitted to
(India) | redeemable, p.ap.m. |to VEPL|redeem the Listed NCDs
Limited | transferable, non- fixed | CCPS before expiry of the

convertible moratorium period (which is
debentures (Internal defined as a period of 24
Rate of months from the date of
Return: allotment)
18.75% p.a.
(“IRR”) Our Company may redeem the

Listed NCDs, by pre-paying
the accrued amounts, at least
10 days prior to the scheduled
redemption date, from:

(i) the proceeds from any
excess cashflow for voluntary
redemption without any pre-
payment penalty;

(ii) the proceeds of equity
without any prepayment
penalty, within a period of 12
months from the date of
allotment, provided that our
Company delivers 12 months’
IRR on the Listed NCDs
proposed to be redeemed; and

(iii) the proceeds of equity
without any prepayment
penalty, within a period of 12
to 24 months from the date of
allotment.

 

 

 

 

 

 

 

 

 

 

The Listed NCDs have been issued on the condition that our Company will be required to redeem the outstanding
Listed NCDs, by paying an amount equal to 100% of the net amount raised from an initial public offering made by
our Company and/or the sale of Equity Shares, within five business days of such an initial public offering and/or
sale of Equity Shares.

For details on our financial indebtedness, see also “Financial Indebtedness” on page 315.
Offer Expenses
The total expenses of the Offer are estimated to be approximately 7309.91 million.

The Offer related expenses primarily include fees payable to the Book Running Lead Managers and legal counsels,
fees payable to the Statutory Auditors, brokerage and selling commission, underwriting commission, commission
payable to Registered Brokers, RTAs, CDPs, SCSBs’ fees, Sponsor Bank’s fees, Registrar’s fees, printing and
stationery expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for
listing the Equity Shares on the Stock Exchanges.

Other than listing fees, the audit fees of our Statutory Auditors (to the extent not attributable to the Offer) and
expenses in relation to corporate advertisements which shall be solely paid by the Company, the fees and expenses

105
relating to the Offer shall be borne by the Selling Shareholders in proportion to the Equity Shares sold by each of
them in the Offer in the manner agreed to among our Company and the Selling Shareholders. However, expenses
relating to the Offer may be paid by the Company on behalf of the Selling Shareholders in the first instance and the
Selling Shareholders agree that they shall reimburse our Company for all expenses, incurred by our Company in
relation to the Offer on each of their behalf in proportion to Equity Shares offered by them respectively in the Offer,
and in accordance with applicable law. Each Selling Shareholder shall receive its respective portion of the Offer
proceeds from the Public Offer Account after deduction of the Offer expenses to be borne by such Selling

 

 

 

 

 

 

 

 

 

 

 

 

Shareholder.
The estimated Offer related expenses are as under:
Estimated As a % of the total
Activity expenses estimated Offer | AS 2% of the
Fe ae total Offer size
(in Z million) expenses
Book Running Lead Managers’ fees and commissions (including 187.00 60.34% 2.75%
underwriting commission, brokerage and selling commission)
Commission/processing fee for SCSBs, Sponsor Bank and 19.79 6.38% 0.29%
Bankers to the Offer. Brokerage, underwriting commission and
selling commission and bidding charges for Members of the
Syndicate, Registered Brokers, RTAs and CDPs 924)
Fees payable to the Registrar to the Offer 0.18 0.06% 0.00%
Others
Listing fees, SEBI filing fees, upload fees, BSE & NSE 24.50 7.91% 0.36%
processing fees, book building software fees and other regulatory
expenses
Printing and stationery 11.31 3.65% 0.17%
‘Advertising and marketing expenses 17.06 5.51% 0.25%
Fee payable to legal counsels 45.07 14.54% 0.66%
Miscellaneous 5.00 1.61% 0.07%
Total estimated Offer expenses 309.91 100% 4.55%

 

 

 

 

Selling commission payable to the SCSBs on the portion for Retail Individual Bidders and Non-Institutional Bidders which are directly

procured and uploaded by SCSBs would be as follows:

 

Portion for Retail Individual Bidders

0.35% of the Amount Allotted* (plus applicable taxes)

 

 

 

Portion for Non-Institutional Bidders

0.20% of the Amount Allotted* (plus applicable taxes)

 

 

“Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price

The Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the bid book of

BSE or NSE

No processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications directly procured by them.

Processing fees payable to the SCSBs of 210/- per valid application (plus applicable taxes) for processing the Bid cum Application Form of

 

Retail Individual Bidders and Non-Institution

Bidders procured from the Syndicate /Sub-Syndicate Members/Registered Brokers /RTAs

/CDPs and submitted to SCSBs for blocking. SCSBs will be entitled to a processing fee of 210 (plus applicable taxes), per valid ASBA Form.

For Syndicate (including their Sub-syndicate members), RTAs and CDPs

©) Brokerages, selling commission and processing/uploading charges on the portion for Retail Individual Bidders (using the UPI Mechanism)
and Non-Institutional Bidders which are procured by members of Syndicate (including their Sub-Syndicate Members), RTAs and CDPs or for
using 3-in1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate

(including their Sub-Syndicate Members) would be as follows:

 

[Portion for Retail Individual

[Bidders .35% of the Amount Allotted* (plus applicable taxes)

 

|Portion for Non-Institutional

 

 

[Bidders .20% of the Amount Allotted* (plus applicable taxes)

 

 

“Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price

The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined on the basis of the application form number /
series, provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA
application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling commission will be

payable to the SCSB and not the Syndicate / Sub-Syndicate Member.
106

 
The payment of selling commission payable to the sub-brokers / agents of Sub-Syndicate Members are to be handled directly by the respective
Sub Syndicate Member.

The selling commission payable to the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the bid book of
BSE or NSE.

Uploading Charges/ Processing Charges of 230/- valid application (plus applicable taxes) are applicable only in case of bid uploaded by the
members of the Syndicate, RTAs and CDPs for applications made by Retail Individual Investors using the UPI Mechanism

Uploading Charges/ Processing Charges of %10/- valid application (plus applicable taxes) are applicable only in case of bid uploaded by the
members of the Syndicate, RTAs and CDPs for applications made by Retail Individual Bidders using 3-in-1 type accounts, for Non-Institutional
Bidders using Syndicate ASBA mechanism / using 3-in -1 type accounts,

The Bidding/uploading charges payable to the Syndicate / Sub-Syndicate Members, RTAs and CDPs will be determined on the basis of the
bidding terminal id as captured in the bid book of BSE or NSE.

For Registered Brokers

Selling commission payable to the registered brokers on the portion for Retail Individual Bidders & Non-Institutional Bidders which are
directly procured by the Registered Brokers and submitted to SCSBs for processing would be as follows:

 

 

Portion for Retail Individual Bidders 210/- per valid application* (plus applicable taxes)
& Non-Institutional Bidders

 

 

*Based on valid applications.
© For Sponsor Bank

Processing fees for applications made by Retail Individual Bidders using the UPI Mechanism will be

Sponsor Bank 2I7- per valid bid cum application form* for the first 400,000 application forms (plus
applicable taxes)

2/- per valid bid cum application form* for the next 200,000 application forms (plus
applicable taxes)

3/- per valid bid cum application form* for all application forms post 600,000 (plus
applicable taxes)

 

 

 

 

 

* For each valid application.

The Sponsor Bank shall be responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required
in connection with the performance of its duties under the SEBI circulars, the Syndicate Agreement and other applicable laws

The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released
to the SCSBs only after such banks provide a written confirmation on compliance with SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

Monitoring of Utilization of Funds

Since the Offer is through an offer for sale, our Company is not required to appoint a monitoring agency in
connection with the Offer.

Other Confirmations

None of our Promoters, Directors, KMPs, Promoter Group or Group Companies will receive any portion of the
Offer Proceeds and there are no material existing or anticipated transactions in relation to utilization of the Offer
Proceeds with our Promoter, Directors, KMPs or Promoter Group. However, one of our Promoters, Mr. Ravi B.
Goyal, and certain of our KMPs, namely, Mr. V.C. Gupte and Mr. Shailesh Shetty, will receive the Offer
Proceeds net of their share of the Offer expenses pursuant to the sale of the Equity Shares being offered by them
through the Offer. For further details, see “ — Use of Proceeds by Mr. Ravi B. Goyal”, “Our Management” and
“Our Promoter and Promoter Group”, on pages 104, 193 and 210, respectively.

107
BASIS FOR OFFER PRICE

The Offer Price was determined by our Company and the Promoter Selling Shareholder, in consultation with the
BRLMs, on the basis of assessment of market demand for the Equity Shares offered through the Book Building
Process and on the basis of the following qualitative and quantitative factors. The face value of the Equity Shares is
210 each and the Floor Price is 16.6 times the face value and the Cap Price is 17.5 times the face value.

Qualitative Factors
Some of the qualitative factors which form the basis for computing the Offer Price are set out below:

Omni-Channel Integrated Payment and Cash Solutions Provider

Customer Driven Portfolio with Strong Capabilities to Develop Customized Solutions In-house

Diversified Product Portfolio, Customer Base and Revenue Streams Leading to Cross-Selling Opportunities
Long-Standing Relationships with Technology Providers and Customers

Dedicated In-house Infrastructure and Technological Capabilities

Experienced Board of Directors and Senior Management

For further details, see “Our Business” and “Risk Factors” on pages 153 and 24, respectively.
Quantitative Factors
Information presented in this section is derived from our Restated Consolidated Financial Information.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

1; Basic and Diluted Earnings per Equity Share (“EPS”):
Derived from our Restated Consolidated Financial Information:
Financial Year/ Period Basic EPS @ Diluted EPS (@) Weight

March 31, 2021 4.62 4.55 3
March 31, 2020 7.00 6.90 2
March 31, 2019 5.58 5.53 1
Weighted Average 5.57 5.50. :
August 31, 2021" (53) (53) =

*Not annualized

Notes:

1. The EPS calculations have been done in accordance with the Ind AS 33 accounting standard and rule 7 of the Companies
(Accounts) Rules, 2014.

2. The face value of each Equity Share is 210.

3. Basic Earnings per Equity Share (2) = Restated Consolidated profit for the year/ period attributable to equity shareholders
/Weighted average number of equity shares outstanding during the year/ period

4. Diluted Earnings per Equity Share (2) = Restated Consolidated profit for the year/ period attributable to equity

shareholders /Weighted average number of equity shares outstanding during the year/ period.

Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the year/ period

adjusted by the number of Equity Shares issued during the year multiplied by the time weighting factor. The time weighting

factor is the number of days for which the specific Equity Shares are outstanding as a proportion of total number of days

during the year! period.

w

 

 

 

 

 

 

 

 

 

2. Price Earning Ratio (“P/E”) in relation to the Price Band of $166 to 175 per Equity Share:
Particulars P/E Ratio
P/E ratio based on Basic EPS for Fiscal 2021 at the Floor Price: 35.93
P/E ratio based on Diluted EPS for Fiscal 2021 at the Floor Price: 36.48
P/E ratio based on Basic EPS for Fiscal 2021 at the Cap Price: 37.88
P/E ratio based on Diluted EPS for Fiscal 2021 at the Cap Price: 38.46
Industry P/E NA
Highest NA
Lowest NA
Industry Composite NA

 

 

 

 

108
Return on Net Worth (“RoNW”):

According to our Restated Consolidated Financial Information:

 

 

 

 

 

 

 

 

 

 

 

Financial Year RONW (%) Weight
March 31, 2021 10.29 3
March 31, 2020 16.70 2
March 31, 2019 15.91 1
Weighted Average 13.36 :
August 31, 2021" (2.87) :
*Not annualized
RoNW (%)= Restated Consolidated profit for the year/ period attributable to equity
shareholders

 

Restated Net Worth at the end of the yeat/ period

Net Worth includes Equity share capital + Other equity (including Securities premium, General reserve, Employee Stock Options
outstanding, Retained earning (and Foreign currency translation reserve in case of Consolidated Net Worth).

Net Asset Value per Equity Share:

Derived from our Company’s Restated Consolidated Financial Information:

 

 

 

 

 

Net Asset Value per Equity Share Consolidated (@)

As on March 31, 2021 47.11
As on August 31, 2021 45.85
After the Offer 45.85

 

 

 

Net asset value is defined as restated net worth at the end of the year/ period/Number of equity shares outstanding at the end of the
year/ period

Comparison with industry peers:

There are no listed companies in India whose business portfolio is comparable with that of our business and
comparable to our scale of operations. Hence, it is not possible to provide an industry comparison in
relation to our Company.

The Offer Price is 17.5 times the face value of the Equity Shares.

The Offer Price of 3175 has been determined by our Company and the Promoter Selling Shareholder, in
consultation with the BRLMs, on the basis of market demand from investors for Equity Shares, as
determined through the Book Building Process, and is justified in view of the above qualitative and
quantitative factors. Investors should read the above mentioned information along with “Risk Factors”,
“Our Business”, “Management Discussion and Analysis of Financial Position and Results of Operations”
and “Financial Statements” on pages 24, 153, 319 and 217, respectively, to have a more informed view.
The trading price of the Equity Shares could decline due to the factors mentioned in the “Risk Factors” and
you may lose all or part of your investments.

109
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS

To,

The Board of Directors

AGS Transact Technologies Limited

601 — 602, B-Wing, Trade World

Kamala Mill Compound, Senapati Bapat Marg
Lower Parel (W)

Mumbai — 400 013

Date: 18 August 2021
Dear Sirs,

Subject: Statement of possible special tax benefits (“the Statement”) available to AGS Transact Technologies
Limited (“the Company”) and its Shareholders and its material subsidiary prepared in accordance
with the requirement under Schedule VI — Part A - Clause (9) (L) of Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“the ICDR
Regulations”)

This report is issued in accordance with the terms of our Engagement Letter dated 21 July 2021.

We hereby report that the enclosed Annexure II prepared by the Company, initialed by us and the Company for
identification purpose, states the possible special tax benefits available to the Company and to its Shareholders and
its Material Subsidiary, which is defined in Annexure I (“List of Material subsidiaries considered as part of the
Statement”) under direct and indirect taxes (together “the Tax Laws”), presently in force in India as on the signing
date, which are defined in Annexure I. These possible special tax benefits are dependent on the Company, its
Shareholders and its Material Subsidiary fulfilling the conditions prescribed under the relevant provisions of the Tax
Laws. Hence, the ability of the Company, its Shareholders and its Material Subsidiary to derive these possible
special tax benefits is dependent upon their fulfilling such conditions, which is based on business imperatives the
Company and its Material Subsidiary may face in the future and accordingly, the Company, its Shareholders and its
Material Subsidiary may or may not choose to fulfill.

The benefits discussed in the enclosed Annexure II cover the possible special tax benefits available to the Company,
its Shareholders and its Material Subsidiary and do not cover any general tax benefits available to them. Further, the
preparation of the enclosed Annexure II and its contents is the responsibility of the management of the Company.
We were informed that the Statement is only intended to provide general information to the investors and is neither
designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with
respect to the specific tax implications arising out of their participation in the proposed initial public offering of
equity shares of the Company comprising an offer for sale of equity shares by certain shareholders (the “Proposed
Offer”) particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent
or may have a different interpretation on the possible special tax benefits, which an investor can avail. Neither are
we suggesting nor are we advising the investors to invest money based on this Statement.

We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (“Guidance Note”) issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of
Charted Accountants of India.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial information, and Other Assurance and

110
Related Services Engagements.
We do not express any opinion or provide any assurance as to whether:

i) the Company, its Shareholders and its Material Subsidiary will continue to obtain these possible
special tax benefits in future; or

ii) the conditions prescribed for availing the possible special tax benefits, where applicable, have
been/would be met with.

The contents of enclosed Annexures are based on the information, explanation and representations obtained from the
Company and its Material Subsidiary, and on the basis of our understanding of the business activities and operations
of the Company and its Material Subsidiary.

Our views expressed herein are based on the facts and assumptions indicated to us. No assurance is given that the
revenue authorities/ courts will concur with the views expressed herein. Our views are based on the existing
provisions of law and its interpretation, which are subject to change from time to time. We do not assume
responsibility to update the views consequent to such changes. We shall not be liable to the Company for any
claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this assignment, as
finally judicially determined to have resulted primarily from bad faith or intentional misconduct. We will not be
liable to any other person in respect of this Statement, except as per applicable law.

We hereby give consent to include this Statement in the Draft Red Herring Prospectus, Red Herring Prospectus, the
Prospectus and in any other material used in connection with the Proposed Offer, and is not to be used, referred to or
distributed for any other purpose without our prior written consent.

For BSR & Co. LLP
Chartered Accountants
ICAI firm registration number: 101248W /W-100022

Jayesh T Thakkar

Partner

Membership No.: 113959

ICAI UDIN: 21113959AAAAEM6679

Place: Mumbai
Date: 18 August 2021

111
ANNEXURE I

LIST OF DIRECT AND INDIRECT TAX LAWS (‘TAX LAWS’)

Sr. No. Details of tax laws, as amended
1 Income-tax Act, 1961 and Income-tax Rules, 1962
2 Central Goods and Services Tax Act, 2017
3 Integrated Goods and Services Tax Act, 2017
4 Goods and Services Tax legislations as promulgated by various states
5 Goods and Services Tax (Compensation to States) Act, 2017
6 Customs Act, 1962
7 Customs Tariff Act, 1975
8 Foreign Trade Policy 2015-2020 (FTP)

LIST OF MATERIAL SUBSIDIARIES CONSIDERED AS PART OF THE STATEMENT (Note 1)
1. Securevalue India Limited

Note 1: Material subsidiaries identified in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, includes a
subsidiary whose income or net worth in the immediately preceding year (i.e. 31 March 2021) exceeds 10% of
the consolidated income or consolidated net worth respectively, of the holding company and its subsidiaries in
the immediate preceding year.

112
ANNEXURE II

ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE
COMPANY, ITS SHAREHOLDERS AND MATERIAL SUBSIDIARY UNDER THE APPLICABLE DIRECT
AND INDIRECT TAXES (“TAX LAWS”) IN INDIA

Outlined below are the possible special tax benefits available to the Company, its Shareholders and its Material
Subsidiary under the Tax Laws. These possible special tax benefits are dependent on the Company or its
shareholders or its material subsidiary fulfilling the conditions prescribed under the Tax Laws. Hence, the ability
of the Company or its Shareholders or its Material Subsidiary to derive the possible special tax benefits is
dependent upon fulfilling such conditions, which are based on business imperatives it faces in the future, it may
or may not choose to fulfill.

UNDER THE TAX LAWS

. Special tax benefits available to the Company

@

The Company avails direct tax benefits under the Income-tax Act, 1961 (‘the Act’). The same have
been outlined as under :-

Concessional Tax Rate under Section 115BAA of the Act

A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) with effect from 1 April 2020 (Assessment Year (‘AY’) 2020-21). Section
115BAA grants an option to a domestic company to be governed by the section from a particular
assessment year. If a company opts for section 115BAA of the Act, it can pay corporate tax at a reduced
rate of 25.168% (22% plus surcharge of 10% and education cess of 4%). Section 115BAA of the Act
further provides that domestic companies availing the option will not be required to pay Minimum
Alternate Tax (MAT) on their “book profits’ under section 115JB of the Act. However, such a company
will no longer be eligible to avail specified exemptions / incentives / deductions under the Act and will also
need to comply with the other conditions specified in section 115BAA. The company shall also not be
allowed set-off of any loss carried forward or depreciation from earlier years if such loss or depreciation is
attributable to such exemptions / incentives / deductions. Further, if a company opts for section 115BAA,
the tax credit under section 115JAA (MAT credit), if any, which it is entitled to on account of MAT paid in
earlier years, will no longer be available.

The Company has opted for the lower corporate tax rate of 25.168% provided under section 115BAA of the
Act with effect from Financial Year (‘FY’) 2019-20.

Deduction under section 80JJAA of the Act

Subject to fulfilment of prescribed conditions, the Company is entitled to claim deduction, under the
provisions of Section 80JJAA of the Act, of an amount equal to thirty per cent of additional employee cost
(relating to specified category of employees) incurred in the course of business in the previous year, for
three assessment years including the assessment year relevant to the previous year in which such
employment is provided.

Section 80M of the Act

Under Section 80M of the Act, in respect of dividend received by the Company from any other domestic
company or a foreign company or a business trust and included in the Company’s total income, a deduction
is available to the Company of an amount equal to so much of the dividends received from such other
domestic company or foreign company or business trust as does not exceed the amount of dividend
distributed by the Company on or before one month prior to due date of furnishing the income-tax return

113
The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase,
ownership and disposal of equity shares of the Company. The distinction between ‘general’ and ‘special’ tax
benefits is not clear as the said terms have not been defined under the ICDR Regulations. Accordingly, we have
provided comments on those tax benefits, the availability of which is contingent to fulfillment of certain
conditions as per the applicable tax laws.

This Statement does not discuss any tax consequences in any country outside India of an investment in the
shares of the Company. The shareholders / investors in any country outside India are advised to consult their
own professional advisors regarding possible income tax consequences that apply to them under the laws of
such jurisdiction.

The stated benefits will be available only to the sole/ first named holder in case the equity shares are held by
joint holders.

In respect of non-residents, the tax rates and the consequent taxation mentioned above will be further subject
to any benefits available under the relevant Double Taxation Avoidance Agreement, if any, between India and
the country in which the non-resident has fiscal domicile.

For AGS Transact Technologies Limited

Authorized Signatory

Place: Mumbai
Date: 18 August 2021

115
for the relevant year. This deduction is available from FY 2020-21 and onwards.

(iid) The Company avails indirect tax benefits under the Tax Laws identified supra. The same have been
outlined as under :-

Most of the goods and services in which the company is dealing in, attract the standard GST rate and
customs duty rate.

Certain imported goods attract concessional customs duty, in accordance with the concessional tax rate
prescribed for goods used for manufacturing ATM, under the Customs read with notifications issued under
Customs Tariff Act, 1975.

. Special tax benefits available to Shareholders
The Shareholders of the Company are not eligible to any special tax benefits under the Tax Laws identified supra.
- Special tax benefits available to Material Subsidiary

The Material Subsidiary avails direct tax benefits under the Income-tax Act, 1961 (‘the Act’). The same have
been outlined as under :-

Concessional Tax Rate under Section 115BAA of the Act

A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) with effect from 1 April 2020 (AY 2020-21). Section 115BAA grants an option to a
domestic company to be governed by the section from a particular assessment year. If the material subsidiary opts
for section 115BAA of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10%
and education cess of 4%). Section 115BAA of the Act further provides that domestic companies availing the option
will not be required to pay Minimum Alternate Tax (MAT) on their ‘book profits’ under section 115JB of the Act.
However, the material subsidiary will no longer be eligible to avail specified exemptions / incentives / deductions
under the Act and will also need to comply with the other conditions specified in section 115BAA. The material
subsidiary shall also not be allowed set-off of any loss carried forward or depreciation from earlier years if such loss
or depreciation is attributable to such exemptions / incentives / deductions. Further, if the material subsidiary opts for
section 115BAA, the tax credit under section 115JAA (MAT credit), if any, which it is entitled to on account of
MAT paid in earlier years, will no longer be available.

The material subsidiary has opted for the lower corporate tax rate of 25.168% provided under section 115BAA of the
Act with effect from FY 2019-20.

Deduction under section 80JJAA of the Act

Subject to fulfilment of prescribed conditions, the material subsidiary is entitled to claim deduction, under the
provisions of Section 80JJAA of the Act, of an amount equal to thirty per cent of additional employee cost (relating
to specified category of employees) incurred in the course of business in the previous year, for three assessment
years including the assessment year relevant to the previous year in which such employment is provided.

NOTES:

1. The above Statement is as per the current Tax Law prevalent as on the date of issuance of this certificate.

2. The above Statement covers only certain relevant Tax Law benefits and does not cover any benefits under any
other law.

3. The above is as per the current Tax Laws.

114
SECTION IV: ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, the industry-related information contained in this section is derived from an
executive summary of a report titled “India ATM Market Outlook to 2026” dated August 2021 (the “Ken ATM
Report”) and a report titled “India Payment Services Market Outlook to 2026” dated August 2021 (the “Ken
Payments Report”, and together with the Ken ATM Report, the “Ken Reports”), both prepared by Ken
Research Private Limited. We commissioned Ken Research Private Limited on July 9, 2021 for the Ken Reports,
and paid for such report for an agreed fee only for the purposes of confirming our understanding of the industry
in connection with the Offer. Industry publications are also prepared based on information as at specific dates
and may no longer be current or reflect current trends. Accordingly, investment decisions should not be based
on such information. See “Certain Conventions, Presentation of Financial, Industry and Market Data —
Industry and Market Data” on page 19.

Overview of the Indian Economy

The Indian economy was the third largest economy in terms of purchasing power parity as of calendar year
2020. For the financial year 2021, India’s gross domestic product (GDP) per capita on purchasing power parity
basis was estimated at US$7,333. Source: Central Intelligence Agency.) The world economy grew by 1.7% in
2019, declined by 3.2% in 2020, and is expected to grow by 6.0% and 4.9% in 2021 and 2022, respectively, as
per International Monetary Fund projections. The Indian economy grew by 7.2% in financial year 2020 but
declined by 2.9% in financial year 2021 due to the COVID-19 pandemic. In the future, India is set for a robust
economic recovery, with an estimated real GDP growth of 9.5% in calendar year 2021 based on International
Monetary Fund projections. India’s expected real GDP growth of 8.5% in 2022 is much higher than that of other
major economics and the global average of 4.9%. As the economy stabilizes to a healthy growth of 7% to 8%
CAGR in real GDP thereafter, India’s GDP (at current prices) is expected to be 2362 trillion (US$4.8 trillion) by
2025. As a result, India is expected to become the third largest global economy by 2030 from sixth largest in
2020, according to the Center for Economics and Business Research.

Strong Growth in Payments Industry

GDP growth, surge in private consumption and government initiatives towards promoting the Indian economy
through “Made in India” strategies have resulted in strong growth in the payments sector. The number of
transactions grew from 31,383.9 million in financial year 2019 to 46,405.8 million in the financial year 2021,
although the value of transactions declined from 21,739,214.4 billion to 1,471,579.0 billion in financial year
2021 due to the COVID-19 pandemic.

The following table sets forth the number of transactions based on volume:
(in millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

Parameters Financial Year
2019 2020 2021
UPI 5,391.5 12,518.6 22,330.7
Usage at ATM 9,869.4 8,798.7 6,100.9
Usage at POS 6,176.9 7,276.8 5,818.2
Prepaid 4,607.2 5,331.8 4,939.2
IMPS 1,752.9 2,579.2 3,278.3
NEFT 2,318.9 2,744.5 3,092.8
Paper Clearing 1,123.8 1,041.4 670.4
RTGS 136.6 150.7 159.2
BHIM Aadhaar Pay 6.8 9.1 16.1
Total 31,383.9 40,450.8 46,405.8

 

 

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Usage at ATM describes the financial transactions at the ATMs. Usage at POS include debit and credit card transactions and does not
include AePS.

“Excluding non-financial transactions

RBI has stopped reporting non-financial transactions at ATMs since October 2019.

Note: RBI has made changes in their reporting of transactions at ATMs. In a circular dated August 14, 2019, RBI announced the following
points: (1) transactions which fail on account of technical reasons such as hardware, software, communication issues; non-availability of
currency notes in the ATM and other declines ascribable directly/wholly to the bank/service provider and invalid PIN/validations. shall not

116
be counted as valid ATM transactions for the customer. Consequently, no charges therefor shall be levied; (2) non-cash withdrawal
transactions (such as balance enquiry, check book request, payment of taxes, funds transfer, etc.), which constitute ‘on-us” transactions (i.e,
when a card is used at an ATM of the bank which has issued the card) shall also not be part of the number of free ATM transactions.

The following table sets forth transactions based on value:
(@ in billions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parameters Financial Year
2019 2020 2021
RTGS 1,356,881.9 1,311,564.8 1,055,998.5
NEFT 227,936.1 229,455.8 251,309.1
Paper Clearing 82,460.7 78,248.2 56,271.9
UPI 8,769.7 21,3173 41,036.6
IMPS 15,902.6 23,375.4 29,415.0
Cash Withdrawal at ATM* 33,153.2 34,241.7 28,956.6
Usage at POS 11,968.9 14,328.4 12,886.6
Prepaid 2,133.2 2,155.6 1,977.0
BHIM Aadhaar Pay 8.2 13.0 25.8
Total 1,739,214.4 1,714,700.1 1,477,877.0

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Usage at POS include debit and credit card transactions.

Direct Benefit Transfer

Direct Benefit Transfer (“DBT”) was a high-priority focus area for the Gol in the financial year 2021 despite the
Gol’s main focus being the handling of the COVID-19 pandemic. Increasing use of DBT has led to an increase
in the number of beneficiaries to 970 million as of March 31, 2021, from 312 million as of March 31, 2016. The
value of fund transfers also increased to 5,525.2 billion during financial year 2021 from 2619.4 billion during
financial year 2016 due to increasing use of Aadhar cards for proof of identity, an increase in Jan Dhan accounts
in India and increasing growth of DBT schemes. In India, schemes under DBT increased from 59 as of March
31, 2016, to 381 as of March 31, 2021.

DBT is expected to result in more people receiving benefits directly into their accounts. Money circulation is

expected to increase which can further lead to significant growth in the GDP and is further expected to increase
cash withdrawal from ATMs.

The following chart sets forth fund transfers from the financial year 2016 to the financial year 2021.

 

6,000.0 5,525.2
5,000.0
4,000.0 3,816.3
3 3,297.9
Z 3,000.0
»
2,000.0 1,908.7
1,000.0 619.4 746.8
oo -
FY'2016 FY2017 FY'2018 FY'2019 FY'2020 FY'2021

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Historical Trend of Cash Circulation in India during the Financial Years 2016 to 2021

Despite the growth of cashless transactions, people in India rely heavily on cash transactions in their day-to-day
life. However, transactions made through digital applications have grown due to shortages of cash flow
observed in the Indian economy. Currency in circulation as a percentage of GDP increased from 10.7% during
the financial year 2018 to 14.5% during the financial year 2021. The higher cash in circulation was primarily on

117
account of precautionary holding of cash by people due to the COVID-19 pandemic and its prolonged
continuance.

In value terms, the share of %500 and 22,000 banknotes together accounted for 85.7% of the total value of
banknotes in circulation as of March 31, 2021, as against 83.4% as of March 31, 2020.

The following chart sets forth cash in circulation in India and as a percentage of GDP, during the financial years
2016 to 2021:

 

 

30,00,000.0 14.5% 16.0%

25,00,000.0 uae
12.0%
20,00,000.0 =
2 100% = |
5 g
§ 15,00,000.0 8.0%  §
= 60% =
10,00,000.0 " a

4.0%

5,00,000.0 2006

oo + + 0.0%

FY'2018 FY'2019 FY'2020 FY'2021
mmm 2 Crore B= % of GDP

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Historical Trend of Debit and Credit Cards in India during the Financial Years 2016 to 2021

The total number of outstanding debit and credit cards in India increased between financial years 2016 and
2021. The number of debit cards grew from 661 million as of March 31, 2016, to 898 million as of March 31,
2021. Similarly, the number of credit cards increased from 24.5 million as of March 31, 2016, to 62 million as
of March 31, 2021.

The following chart depicts the number of outstanding debit cards during the financial years 2016 to 2021:

 

1,000.0 0.68 80.0%
S O80) 0.65
900.0 0.65 70.0%
ae as 60.0%
700.0 61 ‘
6000: 50.0% ¢
Z 500.0 40.0% &
&
400.0 30.0%  &
300.0 5
20.0% &
200.0 >
100.0 10.0% ©
is}
oo + + 0.0%
FY'2016  FY'2017.—-FY'2018 = FY'2019-— FY'2020.—- FY'2021
sm No. of Debit Cards in Million ‘=m= No.of Debit Cards per capita

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Note: The number of debit cards are as of March 31 of each year.

118
The following chart depicts the number of outstanding credit cards during the financial years 2016 to 2021:

Million

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

70.0

60.0

50.0

40.0

30.0

20.0

10.0

0.0

0.04

 

0.05 5.0%
45%
4.0%
3.5%
3.0%
2.5%
2.0%
1.5%
1.0%
0.5%

! 0.0%

Cards per capita (%)

 

FY'2016 = FY'2017_—s FY'2018
jmms No. of Credit Cards in Million

Note: The number of credit cards are as of March 31 of each year.

FY2019 — FY'2020
== No.of Credit Cards per capita

FY'2021

The following chart depicts the number of outstanding debit cards per capita during the year 2020:

5.7
3.6
:

China Japan Russia

Million

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

6.0

5.0

4.0

3.0

2.0

1.0

0.0

Note: The number of credit cards are as of March 31 of each year.

Overview of India’s ATM Market

In India, the number of ATMs (excluding white label ATMs) installed increased from 199,099 as of March 31,
2016, to 213,575 as of March 31, 2021. The number of ATMs (including white label ATMs) operating in
India’s ATMs market increased from 212,061 as of March 31, 2016, to 238,588 as of March 31, 202, at a

CAGR of 2.39%.

ATMs are popular in developing countries because people prefer paying through cash when making low-value
payments, for personal budgeting reasons and to maintain anonymity in transactions. Also, significant portions
of the population who mostly operate outside of cities and who are unbanked or under-banked prefer cash
payments. Therefore, the sizeable unbanked population in developing countries is representative of the strong
potential for new ATM users in the future. The global ATM industry is therefore positioned to grow, due to an
increasing proportion of the population availing financial services and a subsequent rise in number of ATMs

being set up in these developing nations.

The following table sets forth a cross comparison of major countries based on total number of ATMs, growth in

14
UK

ATMs, ATM penetration and ATM density as of December 31, 2020:

0.6 0.6
nh UD

India Brazil

 

 

 

 

 

 

 

Regions Total Number of ATMs* ATM Penetration? ATM Density?
China 1,013,900 70.4 105.6
US 470,135 141.8 47.8
India? 213,575 15.4 64.9

 

 

119

 
 

 

 

 

 

 

Brazil 169,496 79.7 19.9
Russia 131,908 90.3 7.7

Japan 129,680 102.5 343.0
UK 53,813 79.2 221.9

 

 

 

 

Notes: 1. As of March 31, 2020. 2. ATM penetration is number of ATMs per 100,000 people. 3. ATM density is number of ATMs per 1,000
square kilometers. 4. Number of ATMs for India is as of March 31, 2021. The number of ATMs in India exclude white label ATMs.
Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

Cash Withdrawals in India during Financial Years 2019 to 2021
The number of ATM transactions decreased from 8,798.6 million (financial and non-financial transactions) in
financial year 2020 to 6,100.9 million (only financial transactions) in financial year 2021 due to the restrictions.

caused by the COVID-19 pandemic during the financial year 2020.

Cash withdrawals in India increase during the crop harvest season, which is usually between March and April
and again during the festival season in October.

The following chart sets forth the percentage of cash transactions in the overall number of ATM transactions in
the financial year 2021:

   

15.0%

= Cash Transactions

= Non Cash
Transactions

85.0%

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

In March 2021, the number of ATM transactions returned to pre-COVID-19 levels (i.e., levels before April
2020), and the average amount per withdrawal transaction was reported at a high of 74,746, which indicates that
the Indian population has started holding more cash. This implies that cash is still the preferred mode of
transaction, which cannot be substituted by online payments.

The following chart sets forth the transaction amount at ATMs in India from debit cards from financial year
2019 to 2021:

 

 

 

 

 

 

Financial Year
Parameters 2019 2020 2021
No. of Financial Transactions (in Million) 9,859.6 8,788.6* 6,095.7*
Amount in 2 Billion 33,107.8 34,193.8 28,930.9
Average Amount Per Transaction in 2 3,357.9 3,890.6 4,746.0

 

 

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

“RBI has changed reporting of ATM transactions and excluded the following: (1) non-cash withdrawal transactions (such as balance
enquiry, check book request, payment of taxes, funds transfer, etc.) which constitute ‘on-us’ transactions (i.e., when a card is used at an
ATM of the bank which has issued the card) shail not be part of the number of free ATM transactions. 2. Transactions which fail on account
of technical reasons such as hardware, software, communication issues, non-availability of currency notes in the ATM and other declines
ascribable directly/wholly to the bank/service provider and invalid PIN/validations etc. shall not be counted as valid ATM transactions for
the customer. Consequently, no charges therefor shall be levied.

The following chart sets forth the transaction amount at ATMs in India from credit cards from the financial year
2019 to 2021:

 

Financial Year
2019 2020 2021
No. of Financial Transactions (in Million) 9.8 10.0*| 5.14

 

Parameters

 

 

 

 

 

 

 

120
 

Amount in 2 Billion 45.3 47.7 25.4

Average Amount Per Transaction in 2 4,639.1) 4,758.6] 4,976.1)
Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

*RBI has stopped reporting non-financial transactions at ATMs since October 2019.

Note: RBI has made changes in their reporting of transactions at ATMs. In a circular dated August 14, 2019, RBI announced the following
points: (1) Transactions which fail on account of technical reasons such hardware, software, communication issues, non-availability of
currency notes in the ATM and other declines ascribable directly/wholly to the bank/service provider and invalid PIN/validations; etc. shall
not be counted as valid ATM transactions for the customer. Consequently, no charges therefor shall be levied. (2) Non-cash withdrawal
transactions (such as balance enquiry, check book request, payment of taxes, funds transfer, etc.), which constitute ‘on-us’ transactions (i.e.
when a card is used at an ATM of the bank which has issued the card) shall also not be part of the number of free ATM transactions.

 

 

 

 

 

 

 

 

Impact of Demonetization and COVID-19 on the Number of ATM Transactions and Its Revival

Due to the demonetization in November 2016, the number of ATM transactions declined from 802.7 million
during October 2016 to 561.8 million in November 2016. The post-demonetization period was marked by the
recovery of cash in circulation and a robust banking system led by digital transactions. Post-demonetization, the
number of transactions at ATMs rose to 915.2 million during December 2018 as cash in circulation increased in
the country. Similarly, during the COVID-19 lockdown imposed in the country, the number of ATM
transactions declined during April 2020, reaching the lowest at 294.9 million (financial) transactions, although
currency in circulation increased to %28,573.3 billion, which was 14.5% of the GDP for financial year 2021,
primarily because households started holding more cash in hand. The number of transactions in March 2021
grew by 104.2% from April 2020, restoring the number of transactions to pre-COVID-19 levels. During the
COVID-19 period, the amount of cash withdrawals increased, while the frequency of visiting an ATM
decreased, which led to a fall in transactions. It has been witnessed that cash has been the most resilient mode of
payment in the country and will continue to be the most preferred payment instrument in the coming years.

The following chart sets forth a trend in the number of ATM transactions from July 2013 to March 2021:

..Rast. Demonetizatian.....

 

1000 4¢-.2te.Remonetization..

 
 
  

Demonetization
802.7 (Oct-16)

 
       
    
  
 
 

got oo \\ Non-financial transactions
00> \g excluded by RBI
4008 625.2 q $02.2

  
 

and restoration

   
  

-30% Dip due to
demonetization
of 500 and 1000

of Number of

     

’ Transactions to Pre-

1294.9

200 ! covip-19
100 § Impact of Covid-19
of

 

——+# of Transactions (MN)

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
*RBI has stopped reporting non-financial transactions at ATMs since October 2019.

Note: RBI has made changes in their reporting of transactions at ATMs. In a circular dated August 14, 2019, RBI announced the following
points: (1) transactions which fail on account of technical reasons such as hardware, software, communication issues; non-availability of
currency notes in the ATM and other declines ascribable directly/wholly to the bank/service provider and invalid PIN/validations. shall not
be counted as valid ATM transactions for the customer. Consequently, no charges therefor shall be levied; (2) non-cash withdrawal
transactions (such as balance enquiry, check book request, payment of taxes, funds transfer, etc.), which constitute ‘on-us’ transactions (i.e,
when a card is used at an ATM of the bank which has issued the card) shall also not be part of the number of free ATM transactions.

121
The following chart sets forth a trend in the number of transactions at ATMs from July 2018 to March 2021:

 

1200 + >
1100 Pre COVID-19 Post COVID-19

1000 915.2 (Dec-18)

900 759. 899.2 (Qet:12) Easing Restrictions and

    
 
  
  
 
  

Non-financial Unlock Phase

800 '\Transactions Transactions Restored at

 

700 = me Pre-COVID-19 Levels
2s Growing Currency in Y 602.2 (Mar-21)
600 Circulation and reviving
500 economy 505.5 (Sep-20)
400 Impact of COVID-19,
300 Lockdown and restrictions
9 (Apr-20)
200

 

 

— # of Transactions (MN)

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

The restrictions caused by COVID-19 have impacted all of India’s major industries. Lockdowns have forced the
population to stay indoors and shut down all non-essential businesses in the country. People in the country
started avoiding the use of cash and switched to digital methods of payment to avoid getting in contact with the
virus. Shutdown of business activities led people to shop online which directly affected the ATM segment. The
value of cash transactions at ATMs decreased from 234,241.6 billion during financial year 2020 to 228,956.6
billion during financial year 2021. Similarly, the number of transactions dropped from 8,798.6 million (financial
and non-financial) during financial year 2020 to 6,100.9 million (financial transactions only) during financial
year 2021. The number of financial transactions at ATMs in the month of April 2020 declined by 45.7% to
294.8 million from 542.7 million during March 2020. Similarly, the value of transactions at ATMs declined by
48.0% during April 2020 to 21,290.7 billion from 22,484 billion during March 2020. In March 2021, the value
of cash withdrawals returned to pre-COVID-19 (i.e., before April 2020) levels to reach 22,849.4 billion during
March 2021.

The following table sets forth cash withdrawals at ATMs in India from financial year 2020 to 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Month Cash Withdrawals from ATM in Z Billion Month-on-Month Growth %
Apr-19 2,848.0 =
May-19 2,950.8 3.6%
Jun-19 2,837.9 -3.8%
Jul-19 2,825.4 0.4%
‘Aug-19 2,878.6 1.9%
Sep-19 2,741.8 -4.8%
Oct-19 3,160.5 15.3%
Nov-19 2,819.5 -10.8%
Dec-19 2,908.5 3.2%
Jan-20 2,954.6, 1.6%
Feb-20 2,831.6 4.2%
Mar-20 2,484.6 -12.3%
; 7,290.8 5
Aptr20 (Impact of COVID-19 Lockdown) a8
May-20 1,959.0 51.8%
Jun-20 2,294.7 17.1%
Jul-20 2,319.9 1.1%
Aug-20 2,363.5, 1.9%

 

 

 

 

122

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Month Cash Withdrawals from ATM in @ Billion Month-on-Month Growth %
Sep-20 2,410.6 2.0%
Oct-20 2,686.7 11.5%
Nov-20 2,777.9 3.4%
Dec-20 2,707.5 2.5%
Jan-21 2,707.4 0.0%
Feb-21 2,589.1 44%
2,849.4
Mar-21 (Value of transactions rebounded and restored to 10.1%
pre-COVID-19 levels)
Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
The following table sets forth the number of transactions at ATMs in India from financial year 2020 to 2021:
Month No. of Transactions in Million Month-on-Month Growth %
Apr-19 809.8
May-19 816.6 0.8%
Jun-19 801.3 -1.9%
Jul-19 816.9 1.9%
Aug-19 815.2 -0.2%
Sep-19 794.8 2.5%
Oct-19 859.9 8.2%
625.2 ae
Novels) (Change in RBI Reporting) ete
Dec-19 647.5 3.6%
Jan-20 651.7 0.7%
Feb-20 617.0 5.3%
Mar-20 542.8 -12.0%
, 294.9 7
Apr-20 (Impact of COVID-19 Lockdown) 45.7%
May-20 407.4 38.2%
Jun-20 471.1 15.6%
Jul-20 467.7 -0.7%
Aug-20 485.0 3.7%
Sep-20 505.5 4.2%
Oct-20 564.4 11.7%
Nov-20 587.3 41%
Dec-20 581.0 -1.1%
Jan-21 582.6 0.3%
Feb-21 551.8 -5.3%
602.2
Mar-21 \(No. of transactions rebounded and restored to pre- 9.1%
COVID-19 levels)

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Business Dynamics Due to COVID-19

The adverse effects of the COVID-19 pandemic have trickled down to major sectors of the Indian economy with
manufacturing, auto, retail, aviation and hospitality bearing the brunt of the lockdown. This in turn has affected
the fast-growing digital payments industry which is closely linked to the aforementioned sectors. Closed shops,
travel bans and reduced discretionary spending by consumers (on dining out, movies, entertainment and so on)
are further negatively impacting digital payments.

The ATM industry in India, in terms of number of ATM transactions and revenues for MSP, was negatively
influenced by the COVID-19 pandemic. The ATM managed services market declined by approximately 7%
from financial year 2020 to financial year 2021 in terms of revenues, with the average number of transactions.
per day per ATM reported at 87 in financial year 2021. The decline in ATM transactions was largely due to the
lockdowns imposed by the Gol, which led people to withdraw less cash and utilize more digital payments to
conduct transactions. However, cash is still king in the Indian economy as the share of cash in circulation

123

 
reached over 14.5% of the GDP during financial year 2021. In the future, banks will look to deploy more cash
recyclers, which is expected to support revenue growth for AGS Transact Technologies Limited (“AGS
Transact’).

In the forecast period, due to a surge in interchange fees, banks are expected to deploy more ATMs which is.
likely to support the growth of MSPs in the country. In line with this, the number of transactions per day per
ATM is expected to reach around 104 by financial year 2023, showcasing promising future growth.

The following table sets forth the impact of COVID-19 on India’s payment business dynamic:

 

 

Payment Category Relative Impact Remarks
Concerns over transmission of the virus through the
Cards o exchange of physical currency will boost online card
transactions.

 

Wallets will also see increased traction for P2P
transfers, bill payments and P2M payments for
essential services owing to the lockdowns and
Issuance Wallets Qe aversion to exchanging cash. However, some wallet
players have increased their fees for merchants and
consumers, leading to merchants not accepting their
wallets for transactions.

 

Fund transfers to/from bank accounts will likely see

 

Bank E 3 Bae
weeeunty o an uptick as people substitute cash with digital
transfers.
Transactions at ATMs will decrease as a result of the
ATM @ lockdown being enforced. Not much cash will be

required compared to earlier.

 

POS terminals at stores selling essential items will
POS a see an uptick in transactions, while those at most

Acquiring other establishments will see a decline.

 

Payment gateways will see an increase in volumes as
transactions go online. They can also tie up with
small stores selling essentials who are currently
seeking to establish an online presence.

Payment
Gateways

 

 

UPI is primarily driven by P2P and P2M payment
transactions. With fears of virus transmission through
cash, P2M UPI transactions for essential services
(including QR-based payments) will see an increase.

UPI @

 

The IMPS facility will see relatively increased

IMES s activity as fund transfers shift to digital means.

 

Payment Infrastructure With no physical avenues to pay bills, people are
BBPS e adopting Bharat Bill Pay Service (“BBPS”), leading
to a relatively higher number of transactions.

 

The National Electronic Toll Collection (“NETC”)
program, which facilitates FASTag toll payments,
will be adversely affected due to restrictions on
travelling.

NETC e

 

 

 

 

‘Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Ecosystem for India’s ATM Managed Services Market

The following chart set forth the ecosystem for India’s ATM managed services market:

124

 
ATM Manufacturers/ ATM Switch (Finacus,
Suppliers (NCR, AGS EPS, ACI, Cashnet,

Payment Network

Transact, Diebold AGS Transact, FSS, oe Me
Nixdorf and others) BANCS) pay, FOSNet)

 

ATM Deployement and Banking (Public Sector
Outsourcing Companies Banks, Private Banks,
(Hitachi, AGS Foreign Banks, CUSTOMER
Transact, FSS, Euronet, Cooperatives, Small
EPS and others) Finance Banks)

 

Service — Software nd Security Services (G45,

Technology (ACI, AGS SIS, Securities India,

Transact, FSS, Euronet, ISS, TOPSGRUP and
TCS) others)

Management
(Brink's Arya, SIS
Prosegur, Writer
Corportaion, AGS
Transact, CMS
Infosystems and others

Cards ~ Debit Cards,
Credit Cards, Pre-Paid
Cards, Virtual Cards
(EPS, AGS Transact,
FIS, FSS and others)

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Current ATM Management Models

The number of ATMs in India has been increasing, due to the ease in setting up ATMs under the managed
services and brown-label management models. The number of ATMs being managed by banks has been
continually decreasing due to the advantages offered by other ATM management models, as managed service
providers can take on the burden of managing an ATM, including cash replenishment, service and repair, site
management and other services, and ensuring higher uptime for the ATMs. Out of the total number of ATMs in
India, ATMs managed by banks decreased from 20.6% in financial year 2012 to 9.2% as of March 31, 2021,
showcasing immense potential for MSPs in the ATM industry.

The following table sets forth the number of ATMs under the current ATM management models as of March 31,
2021:

 

 

 

 

 

 

Type of ATMs Number of ATMs
Managed Services (MSPs) 112,720
Brown label ATM/Completely Outsourcing ([ADs) 78,973
Completely Managed by Banks 21,883
White label ATM 25,013
Total 238,588

 

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Brown Label ATM Model/CRM Model

The bank contracts the deployment of its ATMs to a vendor or service provider. This is also known as complete
outsourcing or end-to-end deployment of ATMs. Upon winning and entering into a contract with the bank, the
service provider takes the responsibility of searching for suitable ATM sites, surveying for the same and
ultimately leasing the sites. A typical ATM site has a minimum area of 100 square feet with rent ranging
between 29,000 to 25,000 per month.

An ATM dispensing machine is priced between %250,000 to 2285,000 while the ATM cash recycler machine is
priced between %530,000 to 580,000, and is the major cost component in setting up an ATM. Further, the
vendor looks at the décor or building works of the ATM site and electricity supply, and sets up a very small
aperture terminal (VSAT) and lease lines.

125
The bank is responsible for providing cash and its brand name on the ATM along with the upgrading of the
ATMs. The service provider is paid per transaction or through a monthly fee within the brown label or
completely outsourced model (transactions done by any debit card customers on ATMs). The major services for
which the bank pays the service providers are cash management, network monitoring, security services and
housekeeping. The average number of transactions at an average ATM in a single day for financial year 2021
was 87 transactions, including financial and non-financial transactions.

The following table sets forth a profitability analysis of offsite brown label ATMs in India:

 

 

 

 

 

 

 

Parameter Value in 2, FY2021
Cost per transaction BT.
Revenue per transaction 11.0
Profit per transaction 3.3
Number of transactions for break-even per day 70
Coverage of investment after years 3.8

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
ATMs through Managed Services

In the managed services model, a bank leases the site and owns the required equipment. However, the banks:
contract the servicing of the ATM to a third-party service provider or vendor. After outsourcing services, the
bank is only involved in providing cash for the ATM or providing cash settlements. The bank pays the vendor
for its services either through a fixed fee per month, or on a pay-per-use or per-transaction fee.

Public sector undertaking ATMs under managed services generally follow the fixed fee model wherein the bank
pays a fixed amount for every service used by the bank.

India’s ATM Managed Services Market Size by Revenues

The revenue of India’s ATM managed services market declined by approximately 7% f from 121,984.7 during
financial year 2020 to 7113,408.4 million during financial year 2021 due to restrictions and lockdowns in India
on account of the COVID-19 pandemic. People in India shifted to digital payment methods which led to the
decline of cash withdrawals and usage of ATMs in the country, which in turn led banks to halt plans for setting
up ATMs.

The following chart sets forth the size of India’s ATM managed services market based on revenue and growth
rate during financial years 2016 to 2021:

 
 
 
   

1,40,000.0 20.0%
1,14,640.0 1,21,984.7
1,20,000.0 113,408.41 15.0%
99,701.4
1,00,000.0 } 91,325.8  91,603.3 100%
80,000.0 ge
5 50%
™ 60,000.0 2
é
00% =
40,000.0 6
20,000.0 =Bi0%.
oo + + -10.0%

 

FY'2016 FY'2017 FY'2018 FY'2019 FY'2020 FY'2021
mu 2 Million == Growth %

Notes: FY is a financial year ending March 31. India's ATM managed services include ATM monitoring, setup and maintenance of a 24-
hour help desk to ensure availability of ATMs, automatic generation of trouble tickets, event and incident management, provision of first-
level maintenance, coordinating with OEMs for second-level maintenance, including preventative maintenance and on-call break-and-fix
services, cash monitoring, forecast and replenishment, regular reporting of ATM uptime and site maintenance. The chart also includes
revenues generated from ATM supply. AMC charges have not been considered as a part of revenues from ATM supply. The expenses
incurred by banks in case of ATMs which they manage on their own have not been taken into consideration, while the sale of ATMs made to
direct banks has been considered. The market includes cash management services as well, which includes ATM replenishment, cash-in-
transit, retail cash management and other cash management services. The cost is considered at the contract level and subcontracting of
services is considered as well.

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

126
The following chart sets forth India’s ATM managed services market segments by service offerings, in terms of
percentage of revenue share for financial year 2021:

     
 

5.2% 3.4% = ATM Site Management
5.9% :
= Cash Management Services
6.0%
aN 40.9% ATM Supply
ps = Transaction Processing

= ATM Repair and Maintenance
= Cash Reconcillation Statement

28.8% = Content and Electronic General
Management

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
ATM Site Management

ATM site management contributed 40.9% of total revenue of ATM managed service providers. Site
management services include surveillance, electricity payment, consumables, payment of rent, network services
and services such as deployment, management and operationalization of ATMs.

Cash Management Services

Cash management services contributed the second highest share to the ATM managed services market in India.
Revenue from cash management increased from 225,507.8 million in the financial year 2016 to %32,688.8
million in the financial year 2021 at a CAGR of 5.0%. The number of ATMs outsourced to cash management
companies increased from 151,650 as of March 31, 2017, to 163,069 as of March 31, 2021.

ATM Supply

Revenue generated through ATM supply during financial year 2021 was 211,119.8 million which accounted for
9.8% of total revenue of the ATM managed service market. Urban areas have seen lower installations of new
ATMs as compared to rural areas. During financial year 2021, around 32,000 ATMs (including recyclers and
dispensers) were installed, both as new deployments and replacements.

Transaction Processing

Transaction processing has been recorded as the fourth largest category, which contributed 6.0% of total
revenue of the ATM managed services market during financial year 2021. Transaction processing refers to the
switch cost which a bank pays to the gateway companies on a per transaction basis. This service is generally
provided by the banks, but some banks outsource the service as well.

ATM Repair and Maintenance

First Level of Maintenance (FLM) generates approximately 15% to 20% of the service contract value as it
generally involves basic identification of faults to reduce downtime occurring due to cash jamming, card
jamming, network issues, paper jamming and others. Second Level Maintenance (SLM) contributes
approximately 80% to 85% of the service contract value. SLM generally involves the repair of an ATM,
resolution of a technical issue, regular maintenance of an ATM, resolution of problems related to network issues.
in an ATM, annual maintenance contracts, repair of parts and provision of some spare parts. Banks pay for the
majority of the spares which are being replaced in an ATM during the SLM.

Cash Reconciliation Statement
The cash reconciliation statement contributed 5.2% of total revenues of the ATM managed services market
during financial year 2021. Cash reconciliation is processed through the e-reconciliation software which helps

maintain the track records of cash replenishments and withdrawals made from an ATM, among other
transactions. This helps ATM management companies manage the flow of cash in an ATM as ordering excess

127
cash leads to extra costs of running an ATM if the ATM is outsourced. In cases where the bank is operating the
ATM, they generally outsource the ATM for this service so that cash flow can be maintained efficiently.

Content and Electronic Journal Management

The least amount of revenue is generated through content and electronic journal management services as banks
generally manage these services on their own. If banks outsource an ATM, the amount charged for this service
is approximately lower than that of other services. The majority of the ATM managed companies focus on
providing repair and maintenance services to the banks along with content and electronic journal management
services to broaden their services portfolio and widen their presence in the market.

Competition Scenario in India’s ATM Managed Services Market

The following table sets forth the heat map of major players operating in India’s ATM Managed Services
Market:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ArMs | Maintenance of ATM | aru am oo
Heat Map Eqninnent (First Line Maintenance Managed Replenishment (RCM) or
Supply : on : Services nel con m {Cash Pickup
Second Line Maintenance) Transit ei

and Delivery
AGS Transact v v f & a
Brinks x xX x af vf
CMS Info System X v v v v
Diebold Nixdorf v v df x x
Euronet x Z ¢. x x
FIS x v if: x x
FSS x v v x x
Hitachi Payments v v Va x x
NCR Corporation v v # x x
OKI v x x x x
SIS Prosegur x Xx x v4 v
TCPS v v v x x
Writer Corporation x v4 ft é v
Hyosung v a x x

 

Note: 7 indicates company provides that service. x indicates that company does not provide that service.
Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

India’s ATM Managed Services Market Future Outlook and Projections

The following table sets forth future projections for the number of ATMs and outstanding debit cards during
financial years 2022 to 2026:

 

 

 

Parameters FY2022 FY2023 FY2024 FY2025 FY2026
Number of ATMs 217,000 220,600 224,300 228,100 232,000
Outstanding Debit Cards (in Millions) 976.3 1,093.2 1,114.2 1,213.8 1,291.5

 

 

 

 

 

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Note: The total number of ATMs exclude white label ATMs.
The following table sets forth future projections for (financial) transactions in millions, for financial years 2022

to 2026:

 

 

Parameters Fyv2022_| Fv2023_| Fv2024_| Fv2025 | _Fv2026
Total Financial Transactions in | 7 355.9 8,458.3 9,219.5 9,966.3 10,683.9
Million

 

Average No. of Financial
Transaction per ATM/Dai 92.9 105.0 112.6 119,7 126.2
Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Note: The transactions mentioned above exclude white label ATMs.

 

 

 

 

 

 

 

 

128
The following chart sets forth future projections of India’s ATM managed services market size by revenue and
growth rate for financial years 2022 to 2026:

 

 

2,00,000.0 ass uaa [2%
1,80,000.0 es 18.0%
1574809  1,64,847.1
1,60,000.0 oe 16.0%
1,40,000.0 | 1,28,866.9 14.0%
&  1,20,0000 120% ¢
= 1,00,000.0 10.0% ZF
=
= 80,000.0 8.0% 3
60,000.0 60%
40,000.0 + 4.0%
20,000.0 2.0%
0.0 + 1 0.0%
FY'2022 FY'2023 FY'2024 FY'2025, FY'2026
=m 2 Million —8=—Growth %

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

India ATM Managed Services Market Size by Service Offerings

In the future, it is expected that a majority of the revenue through ATM managed services will be generated
from ATM site management which comprises surveillance, electricity payment, consumables, payment of rent,
network services and services such as ATM deployment, management and the operationalization of ATMs. A
decrease in ATM rollout could lead to better revenue from existing ATMs through an increase in the average
number of transactions per ATM.

Cash in circulation is still expected to increase in the future which will further contribute to growth in the
number of transactions performed with ATMs. Cash management services are expected to generate revenue at a
CAGR of 13.0% from financial years 2021 to 2026.

The following table sets forth the contribution of each segment of India’s ATM managed services market to
total market revenue for financial years 2022 to 2026:

 

 

 

 

 

 

 

 

 

Service Offerings FY2022 FY2023 FY2024 FY2025 FY2026
ATM Site Management 37.6% 35.8% 36.3% 36.7% 37.1%
Cash Menagement 32.7% 37.3% 36.6% 35.8% 34.6%
ATM Supply 11.0% 10.4% 11.3% 12.0% 13.1%
Transaction Processing 5.5% 5.0% 4.8% 4.7% 4.6%
ATM Repairand 5.3% 4.9% 4.6% 4.4% 4.2%
Maintenance
Cash Reconciliation 4.7% 4.3% 4.2% 4.2% 4.2%
Statement
Content and Electronic 3.1% 2.30% 2.0% 2.2% 2.2%
Journal Management
Total 100.0% 100.0% 100.0% 100.0% 100.0%

 

 

 

 

 

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
India’s ATM Cash Management Services Market and Market Size

Cash management is the process of collecting, managing and replenishing the cash in an ATM which is
outsourced by banks to MSPs. Major services offered by cash management companies include ATM
replenishment, cash-in-transit (CIT), retail cash management (RCM) or cash pickup and delivery (CPD) and
others. There are instances where a managed service provider does not deal in cash management. In this case the
service provider will further outsource cash management services to a third party. Prior to the implementation of
cassette swap and the MHA guidelines, services for managing cash replenishment in an ATM cost 26,500 to
27,500 per month. However, the final cost depends on the number of trips. After the implementation of the
cassette swap and the MHA guidelines, cash replenishment charges will increase to 712,500 to 213,000 per
ATM per month.

129
The following chart sets forth the expected revenue and growth rate of India’s cash management services market
during financial years 2022 to 2026:

     

 

70,000.0 33.8% 35.0%
60,295.4
60,000.0 57,625.0 58,940.9 sie
50,000.0 25.0%
42,163.8
E 40,000.0 20.0% F
2 30,000.0 15.0% 3
~
20,000.0 10.0% ©
10,000.0 + 5.0%
oo ! 0.09%
FY2022 FY2023 FY2024 FY2025 FY2026
mmm Zin million B= Growth (%)

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
The following table sets forth the contribution of each type of service under India’s ATM cash management
services market to total market revenue for financial years 2021 and 2026:

 

 

 

 

 

 

 

 

Financial Year 2021 Financial Year 2026
Types of Services Revenue Revenues Revenue Revenues
Share (in %) in Million Share (in %) in Million

ATM Replenishment 40.0% 13,075.5 48.0% 28,941.8
cIT 27.5% 8,989.4 25.7% 15,495.9
CPD 17.0% 5,557.1 15.1% 9,104.6
Others 15.5% 5,066.8 11.2% 6,753.1
Total 100.0% 32,688.8 100% 60,295.4

 

 

 

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
ATM Replenishment

In the future, it is expected that the market share of ATM replenishment will further increase, as new ATMs.
installations in rural areas increase in line with the increase in the number of banking facilities across India. The
ATM replenishment revenues are also set to increase due to the implementation of cassette swapping in ATMs
mandated by the RBI.

Cash in Transit

In financial year 2020, CIT’s contribution in terms of revenues under cash management services was due to an
increase in the licensing of new bank branches. CIT service development is directly connected to an expansion
in the number of bank branches, and because the number of bank branches is expected to grow, the demand for
CIT services is also expected to grow. As of December 31, 2020, there were 3,367 currency chests and 2,782
small coin depots/sub-depots in India.

Cash Pickup and Delivery/Retail Cash Management

Retail collection points served by cash management companies increased from 130,000 as of March 31, 2017, to
155,000 as of March 31, 2021. The number of retail collection points decreased during financial year 2021 due
to the forced shutdown of retail touch points as part of the restrictions and lockdowns imposed by the Gol.
Others

Other cash management services include vaulting services, bullion management and cash processing. It is
expected that the share of the outsourcing of currency chest to cash management companies will increase

significantly as banks can save approximately 35.0% to 50.0% of their expenditure incurred on maintaining the
currency chest.

130
AGS Transact Has Established Leadership Position in the Indian ATM Industry

ATM managed services: During financial year 2021, AGS Transact was India’s second largest ATM managed
service company with a 15.5% market share in terms of revenues with 32,367 ATMs managed under the
outsourcing model,

ATM supply market: This is a key segment of the ATM managed services market in India. Installation of new
and replacement cash dispensing and recycling machines is included under this segment. In financial year 2021,
AGS Transact held a market share of approximately 15% in terms of revenues generated through supply or
deployment of ATMs in India.

Cash management market: During financial year 2021, AGS Transact was India’s second largest cash
management company with a 30% market share in terms of number of ATMs replenished and approximately
26% market share in terms of revenues from the ATM replenishment segment.

Trends and Developments in India’s ATM Deployment Market
Increasing Number of ATMs

The ATM industry has grown during the past decade. Economic advancement, increase in income levels
generally in urban areas due to growth in job opportunities and evolution to mass banking from class banking
have driven the market for the ATM industry in recent years.

Significant growth observed in ATMs was primarily due to the rural spread and activation of the PMJDY
scheme. The growth in onsite ATMs is primarily due to the fact that people prefer to use ATMs which are closer
to their bank branches. However, there has been a growth in offsite ATMs due to an increase in contracts
offered to MSPs with an aim of garnering higher penetration in the market and improve retail banking for the
customers.

During financial year 2021, 8.4% of the total ATMs deployed were new machines while the remaining 91.6%
were replacements to old machines. It is expected that the number of new ATMs is set to grow, with 5.5% share
of total ATM sales, while the remaining 94.5% will act as a replacement to an older unit during financial year
2026.

The following table sets forth the number of onsite and offsite ATMs (excluding white label ATMs):

 

 

 

 

 

 

 

Financial Year
AIM Tyre 2016 2017 2018 2019 2020 2021
Onsite 1,01,950 1,09,809 1,06,776 1,06,380 1,13,271 1,15,605
Offsite 97,149 98,545 1,00,276 95,816 97,489 97,970
Total 1,99,099 2,08,354 2,07,052 2,02,196 2,10,760 2,13,575

 

 

 

 

 

 

 

Note: The data was recorded as of March 31 of every financial year and does not not include white label ATMs.
Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

The following chart sets forth the number of ATMs in India from March 31, 2016, to March 31, 2021:

 

2,45,000.0
2,38,588
2,40,000.0 _—
2,35,000.0
2,30,000.0
2,25,000.0 2,22,475 2,22,247 ooneg
2,20,000.0
2,15,000.0 2,12,061
2,10,000.0
2,05,000.0
2,00,000.0
1,95,000.0 +
FY'2016 FY'2017 FY 2018 FY'2019 FY'2020 FY'2021

Note: Number of ATMs includes onsite ATMs, offsite ATMs and white label ATMs.
Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

131
The following table sets forth the number of replacement and new ATMs deployed in India from financial years
2021 to 2026:

 

 

 

 

 

 

Financial Year
SREY 2022 2023 2024 2025 2026
Total Shipments 41,768 48,000 53,624 60,317 70,909
New Shipments 3,425 3,600 3,700 3,800 3,900
Replacement 38,343 44,400 49,923 56,517 67,009

 

 

 

 

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
Growth in Branchless Banking

ATMs are currently concentrated in cities and urban areas, with very low penetration in rural areas and skewed
toward the most developed states. The Gol is looking to bridge these gaps and provide broader access to local
residents. Efforts to increase ATM penetration and to increase the efficiency of existing ATMs make India one
of the largest markets for ATM deployment in Asia. Banks are focusing on improving branchless banking in
India by creating e-lobbies, which are specifically designed to improve the customer service and ease of doing
transactions. E-lobbies allow banks to offer customers all banking transactions, information and solutions round
the clock through deployment of cash recyclers, cash dispensers and multi-functioning kiosks. E-lobbies
deployed by banks provide self-service facilities including cash withdrawals, cash deposits, card-to-card
transfers, passbook printing, NEFT and SMS alerts, without the help of physical staff of the bank. With the
changing dynamics of digital payments, ATMs, which are now a prominent fixture in every Indian town, are
proving insufficient for the transitioning requirements of digitally savvy customers. Accordingly, e-lobbies and
cash recyclers have been launched to enhance customer experience.

Growing Cash Recycling Machines in India

The CRM is a self-service terminal that lets the customer make deposit and withdrawal transactions of cash. All
successful transactions are immediately credited or debited in real time, and customers are issued an
acknowledgment slip confirming the transaction. CRMs in India have RBlI-supported note identification
protocols and mechanisms. The recycled notes are then stored in separate cassettes in the machines
automatically for dispensing to the customers. Of the two functions of the machine — deposit and cash
withdrawal — it is for the deposit activity that the CRM uses more effort. The CRMs thus do an exact recycling
process of collecting cash from the depositors and giving it to those who withdraw money.

Cash recycling ATMs are becoming more popular in India as they can detect fake notes and validate, sort and
store cash quickly, reducing banks’ operational costs and contributing to the fight against counterfeiting.

The following chart sets forth the expected cumulative number of CRMs in India from March 31, 2017 to March
31, 2026:

1,20,000.0
1,00,276

1,00,000.0
84,979

80,000.0 70,816

0,000.0 57,574

— 46,059
40,000.0 34,631
taza 28212
20,000.0 } 11,028 13,501 : a UJ
oo mo

FY2017 FY2018 -FY2019 FY2020 © FY2021. «= FY2022.» FY2023.««FY2024. «= FY2025 «= FY2026
Source: India ATM Market Outlook to 2026, Ken Research, August 2021.
The RBI has formulated the Currency Distribution and Exchange Scheme (CDES) to ensure that all bank
branches provide better customer services to members of the public. The RBI has provided several incentives to
banks from time to time for installation of various machines, such as CRMs, to encourage technology absorption
in their currency operations for improved customer service.

132
MHA Guidelines for ATM Industry

The RBI released certain MHA guidelines in 2018 (“MHA Guidelines”) to strengthen security in the cash
management industry. However, the MHA Guidelines are not yet being practiced or followed by any cash
management company on a pan-India basis, except for SVIL. The MHA Guidelines will add revenue to cash
management under the range of %3,500 to 4,000 per ATM per month. Some of the major guidelines have been
mentioned below:

e No taxi or hired vehicle shall be used for cash transportation activities by the private security agency
(provided, further, that in case of any remote location where private security agencies are not present
and not serviced by a currency chest, any vehicle at such location may be used as an exception under
the strict security control and support of the local police); and

e Live GPS Tracking:
Every cash transportation activity shall be carried out only in secured cash vans fitted with a GPS
tracking device; and
The private security agency shall ensure that each cash van shall be monitored at all times during cash
transportation activities through a redundant communications protocol.

India’s Payment Services Market

The flagship Digital India Program was launched in India in 2015, with the vision of transforming India into a
digitally empowered society and knowledge economy. Digital innovations are expected to play a pivotal role in
improving financial inclusion and providing ease of service across retail banking, payments, wealth
management and insurance.

Market Overview

The following chart sets forth India’s payment services market, as of March 31, 2021:

134
Interoperability of CRMs

With cash deposit interoperability, a customer of one bank can deposit money in another bank or WLA-operated
CRM using a debit card or just by entering his account details. Accordingly, the customer need not look for an
ATM of his card’s issuing bank. In semi-urban and rural locations, cash deposit interoperability has received
good responses due to lower branch penetration. AGS Transact is growing their penetration in Tier 2 and Tier 3
locations, and ATM penetration levels in these areas is expected to improve further, enabling easy access to cash
and a host of banking facilities for the financially underserved. In the coming years, the adoption rate for CRMs.
will likely be high as these CRMs could replace a physical teller in a bank and reduce the margin of clerical
error.

At an interoperable level, public sector banks acquire 45% of the overall transactions, and their issuer
transaction volume is at 69%. Similarly, private banks acquire 41% of overall transactions, and their issuer
transaction share is very low at 27% (Source: RBI Bulletin, April-July 2019).

Implementation of Cassette Swapping in ATMs

In a circular dated April 2018, RBI convened a committee on currency movement to review security of the
treasury in transit. To mitigate risks involved in open cash replenishment/top-up, the committee advised that
banks may consider using lockable cassettes in their ATMs which shall be swapped at the time of the cash
replenishment. It was mentioned in the circular that this may be implemented in a phased manner covering at
least one-third of ATMs operated by the banks each year, such that all ATMs can implement the cassette swap
system by March 31, 2021.

As per estimates, each ATM will require three sets of five cassettes — one set in the ATM, one in transit and
another in the branch/cash-in-transit (CIT) company (ready for loading next day). The cost of each cassette is
approximately 15,000 to 220,000 which will be borne by the banks. The RBI extended the timeline for
implementation of cassette swap in all ATMs until March 31, 2022. With the implementation of the cassette
swap guidelines, cash management companies are expected to increase their fee by an additional 22,500 per
ATM per month. SVIL is one of the few providers to implement the cassette swapping system across multiple
ATM locations in Mumbai, Pune and Bangalore.

Banks have also been asked to monitor progress and make the required course correction at the end of every
quarter and report status to the RBI. As of August 2021, only 1% of ATMs have implemented the cassette swap
feature in their devices, and it is anticipated that only 50% of the ATMs would be upgraded to cassette swap by
the end of financial year 2022.

New Guidelines for Interchange Fee at ATMs in India

The following table sets forth the interchange fee in %, applicable from August 1, 2021:

 

 

 

 

 

Interchange Fee in = August 1, 2014 August 1, 2021
Financial Transaction 15 17
Non-Financial Transaction 5 6
“On-Us’ Transaction Charges* 20 21

 

 

 

 

Source: India ATM Market Outlook to 2026, Ken Research, August 2021.

Note: ‘On-us’ transaction charges are applicable only when the customer avails of their first five free transactions ina month across metro
and non-metro cities. ‘Off-Us’ transaction charges are applicable only when the customer avails of their first three free transactions under
metro city and first five free transactions under non-metro cities.

*On-Us’ Transaction Charges will be applicable from January 1, 2022

In July 2021, the RBI allowed an increase in the interchange fee structure for ATM transactions after almost
nine years, on account of the increasing cost of ATM deployment and expenses towards ATM maintenance
incurred by the banks and white label ATM operators. The RBI’s new directions on raising interchange fees and
making bulk clearing available around the clock took effect on August 1, 2021.

133
India Payment Services Market

Non-Cash / Digital Mode** - 11% of the payment transactions are
digital with ~31% share in transaction value

(Total Number of Transactions — 25,858.7 Million)

(Growth Rate - 29.0%)

 
      
     
 

Cash Mode*

89% of transactions are
cash based with ~69%
share in transaction
value

Payment Gateways

(Market Size — INR 114,102.1 Million)
(Growth Rate - 41.0%)

  

Payment Aggregators

PayPal and Others)

POS Terminal Devices
(Total - 4720.1 Thousand)
(Growth Rate ~ 6.5%)

Merchants / Vendors
(Large Enterprises and SMEs)

 

7
1
1
i
1
1
1
1
1
i
1
1
| (RazorPay, CC Avenue, PayU,
i
1
1
i
1
1
i
1
1
1
i
1

  
         
 
  

M-Wallets
(Total Number of Transactions - 3998.70 Million)
(Growth Rate - -16.0%)

Payment Modes
(Total Number of Transactions in Million)

 

Semi-Closed Loop Wallets
(Total Number of
Transactions —

UPI - 22,330.65 Million; Growth - 78.4%
IMPS — 2,863.8 Million; Growth - 99.2%
AePS — 3,921.04 Million; Growth - 68.3%

BHIM-App — 250.61 Million; Growth - 24.7%
CUG Cards - 940.5 Million; Growth - -13.6%
Credit Cards - 1,772.52 Million; Growth - -19.4%
Debit Cards - 10,146.6 Million; Growth - -26.9%

Open Loop Wallets
(Total Number of
Transactions - 879.71

 

Note: Growth rate mentioned above is for the financial year 2021.

* In overall transactions, cash payments had a share of 69% in terms of transaction value whereas, in terms of total transaction volume,
cash payments were evaluated at 90% in the financial year 2021.

** In overall transactions, non-cash/digital payments had a share of 31% in terms of transaction value whereas, in terms of total
transaction volume, non-cash/digital payments were at 10% in the financial year 2021.

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

India’s Payment Services Market Size

The Indian digital payment space has seen extraordinary growth in the last few years, with the volume of
transactions increasing at a CAGR of 36%. New and innovative payment products such as UPI, NETC, FASTag
and BBPS have contributed to the growth of the digital payment industry.

With the emergence of new payment technologies and use cases across sectors, this growth momentum is
expected to continue. Transactions saw a minor drop in the early months of the financial year 2021 and have
now begun to go back to pre COVID-19 levels. Businesses are now looking to integrate both online and offline
channels to provide an omni-channel experience to their customers. UPI transaction volumes have already gone
back to pre-lockdown levels. Similar trends can be observed in NETC transactions.

135
Digital transactions have recovered from their lows in the months of the lockdown and gained traction over the
rest of the year with a growing preference for contactless transactions and tailored financial offerings by fintech
players to adapt to the needs of end-users.

India’s payment services market size based on transaction volume and growth rate, during the
financial years 2016 to 2021 (in billions)

     
  

  

  

50.0 asx 56% 4.4 60% _
40.0 a 50% =
» 40% §
2 300 24.6 6
309
3 20.0 15.8 25% 30% &
$ 10.9 20% =
0.0 oH 0%

FY16 FY17 FY18 Fy19 FY20 FY21

mmm Volume (In Bn) =—&-Volume Growth Y-O-Y

Note: India's payment services market has been defined in terms of total transaction volume and total transaction value done
through RTGS, paper-based instruments, credit transfers, debit transfers and direct debits, card payments, and PPIs through
offline and online mode.

Note:

1. RTGS system includes customer and inter-bank transactions only.

2. Settlement of CBLO, government securities clearing and forex transactions is through the Clearing Corporation of India Ltd.
(CCIL). Government securities include outright trades and both legs of repo transactions and tri-party repo transactions.

3. UPI and AePS (Fund Transfer) were introduced in financial year 2017; BHIM Aadhar Pay and NETC (linked to bank account)
were introduced in financial year 2017.

Note for financial year 2021:

1, Data is provisional.

2. ECS (debit and credit) has been merged with NACH with effect from January 31, 2020.

3. Data from November 2019 onwards for card payments (debit/credit cards) and prepaid payment instruments (PPIs) may not be
comparable with earlier months/periods, as more granular data is being published along with revision in data definitions.

4, Only domestic financial transactions are considered.

Total Payment Services Market does not includes CCIL-operated systems, which are a part of settlement systems.

Source: RBI, India Payment Services Market Outlook to 2026, Ken Research, August 2021.

Payment services market size based on transaction growth rate, during the financial years 2016 to
2021 (& in trillion)

   

2000.00 21% 1720.98 += 1701.31 30%
20% 1471.12 n9% é
1500.00 1201.96.  1451,80 3
1002.24 10% ©
1000.00 %
o% £
5
500.00 10% &
-14% 2

0.00 -20%

FY16 FY17 FY18 FY19 FY20 FY21

mmm Value (IN INR Trillion) = ==Value Growth Y-0-Y

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

India’s Payment Services Market Future Outlook and Projections

Growth in digital payments in India has been driven by multiple factors such as the launch of new and
innovative payment products, increased demand for cashless transaction due to COVID-19, increasing

136
smartphone adoption, a growing need for faster payment modes, and a strong push from the Gol and regulators.
towards adoption of digital channels. Prior to 2010, digital transactions saw single-digit growth.

COVID-19 has further accelerated the shift to digital payment modes. One of the key requirements for long-
term growth and a faster adoption of fintech solutions at last-mile touch points is the customer’s trust in digital
payment modes.

India’s payment services market future projections based on transaction volume and growth rate,
during the financial year 2021 and estimated for the financial years 2022 to 2026 (in billions)

   

150.0 125.9 80%
108.7 on
100.0 60% g
25.4% = 40% 5
50.0 oy
15.8% 20% 2

0.0 0%

FY21 FY22E FY23E FY24E FY25E FY26E

mmm Volume (In Bn) =i=Volume Growth

Note: E refers to estimated numbers.
Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

India’s payment services market future projections based on transaction value and growth rate, during
the financial year 2021 and estimated for the financial years 2022 to 2026 (in trillions)

     

3000.0 1609.2 20%
9% = 1712.9 1816.5 = 1920.2, 2023.8 gy, &
2000.0 1471.1 9 g
5% )9/ cS
1000.0 re
H -10% @

0.0 -20%

Fy21 FY22E FY23E FY24E FY25E FY26E
mam Value (In INR Trillion) © —™—Value Growth Y-o-Y

Note: E refers to estimated numbers.
Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.
India Payment POS Terminal Market
Market Overview
A payment POS terminal is a computerized replacement for a cash register, where customers can make a digital
transaction with the help of their debit and credit cards. A customer needs to enter a security PIN in order to
execute a transaction using a payment POS terminal. All accounts are settled when the merchant does the batch
settlement at the end of the day and the respective amount after deducting bank charges is credited to the
merchant’s account.
Payment POS terminal companies earn their revenue through three channels, namely: initial device set up fees,
MDR and monthly rental income, which is estimated at 21,000 million to 3350 million for mPOS devices and
2400 million to 2750 million for traditional POS devices.

The MDR paid by the merchant is divided among three entities: the issuer bank, which issues the debit card and
gets the highest share of the MDR, the acquirer, which installs the payment POS and the switch network.

137
Customers today make payments digitally at in-store merchant locations primarily through either POS terminals
or using a QR code. POS terminals have a steadily growing market in merchant categories such as restaurants,
grocery stores, apparel stores, jewelry stores and fuel stations. These verticals record the highest volume and
value of POS transactions across the country. With the rapidly increasing penetration of e-commerce in the
country, mPOS implementation has enabled doorstep delivery of products. Financial transactions at the doorstep
have been made possible digitally, in a more versatile manner, using mPOS terminals.

The payment card and POS terminal markets are closely intertwined as the relative growth of the card market
results in the growth of the POS terminal market.

Android-Based POS Terminals

Android accounted for the largest share of the global smartphone operating system, accounting for 72% of the
market share and leading the competitor iOS by 26%.

Compared with traditional desktop POS terminals, Android-based POS terminals have many advantages. An
intuitive interface similar to a smartphone makes them easier to operate. They can improve people’s payment
efficiency and save more time. They are workable for restaurant online car parking, food delivery, mobile top
up, airtime recharge, bus ticketing and bill payment, among others. Benefits include being cost-effective and
having a wide range of hardware and software options. Android POS systems offer a number of different
functions beyond just receiving payments from customers. These mobile software solutions can also provide
vital services such as:

Inventory management;

Stored customer data;

Sales data;

Employee management;

Portability;

Better customer interactions;

EMI options;

Billing system integration; and
Value-added services such as BBPS.

VVVVVVVVV

Market Evolution

India’s POS terminal market is at the growing stage due to an increasing penetration of credit and debit cards
coupled with rising e-commerce growth in India. Credit card transactions have risen by a CAGR of 17.6%,
while debit card transactions have increased by a CAGR 2% in last five years. POS transactions from debit
cards have increased by 28% in the last five years, while there has been a decline of 2% in ATM withdrawals
through debit cards, showing an increasing preference for digital payments. Additionally, changing customer
preferences towards a high volume of cashless transactions have driven the demand for POS terminal devices in
India. Further, retail merchants are making attempts to enhance customer experience by offering flexible
payment solutions with advanced payment options at the POS terminal.

The penetration rate of smartphones in India reached 42% in financial year 2020 and was estimated to reach
51% in the financial year 2025. The increasing use of smartphones and tablets in India is further anticipated to
drive the demand for mPOS solutions, especially in the retail sector. For example, in shopping malls, mPOS
devices aid merchants in taking the final checkout process to the consumers themselves, thereby enabling
vendors to assist shoppers from anywhere in the store.

Further, post demonetization, the Ministry of Finance announced incentives for the promotion of a digital and
cashless economy, which included discounts on fuel payments made through digital means, removal of service
tax on MDR for low-ticket transactions, and financial support from the National Bank for Agriculture and Rural
Development on rural deployment. These incentives, combined with the effect of demonetization, led to
significant expansion of the POS and card industries.

Emerging Market Trends

Along with the introduction of new payment methods such as NFC technology and QR code-based systems in
India, retailers are expected to either upgrade or install new devices to use these technologies.

138
The following are the major opportunities and market trends which are driving growth in the Indian POS
terminal market:

Growth in retail stores: The retail sector in India is one of the top contributors to the economy and a key driver
of growth. The demand for POS terminals is linked to growth in the retail sector as the increase in the number of
new stores and in the scale of existing stores will generate greater demand for POS terminals.

Increasing global demand: The global market has witnessed a consistent demand for POS terminals, largely
due to the increase in payment activities, business expansion and the increase in disposable income. Global POS
manufacturers have been able to ensure the required supply of a variety of products for various types of
merchants through their mega-sized production facilities.

Lower acquisition cost: The business model for POS terminals is largely service-based, where merchants must
pay charges for each transaction above a certain limit. Initially, some service providers charged a device cost or
deposit from merchants but of late, the devices are given free to merchants and commission is charged on
transactions. Such lack of an upfront cost has encouraged merchants to keep multiple POS machines.

Convenience: Digital payments offer convenience by saving time and labor. While cash payments provide a
suitable alternative to aid the informal or parallel economy, digital payment allows institutions to fix the
problems of traceability and security. Further, continuous effort from the Gol has allowed easier and quicker
transactions with less physical contact in light of the COVID-19 pandemic, which is a key driving force behind
the digital payment domain.

Value Added Services: Payment service providers (“PSPs”) are continuously looking for partnerships with
various merchants to improve their platform. Thus, VAS are a result of such partnerships, where the end-users
are offered additional services through the merchant or service provider in partnership with PSPs. Such
partnerships enable payment gateways to get immediate access to the agility and flexibility demanded by their
merchants. As a result of the large variety of VAS brought by these partners, the nature of the payment gateway
model is changing. Payment service providers are continuously promoting their offerings, leading towards an
increased merchant “stickiness,” furthering their landscape in the Indian market.

Policy support: MDR charges limit POS adoption among small to medium-sized merchants. To push home-
grown payment platforms, the Gol recently waived MDR charges for transactions done through RuPay cards
and BHIM UPI.

India’s POS Terminal Market Size

During the onset of the COVID-19 pandemic, a demand-supply gap was witnessed in India’s POS terminal
market, which created a shortage of POS terminal devices, in a largely import-based market. Therefore, POS
device companies have accelerated their pace of hardware production to meet the rising demand for these
machines.

A change in customer buying patterns post demonetization is evident as the number of POS terminals grew by
approximately 82% in from financial year 2016 to financial year 2017. In the aftermath of demonetization, the
Ministry of Finance announced incentives to promote the digital and cashless economy, which included
discounts on fuel payments made through digital means, removal of service tax on MDR for low-ticket
transactions, and financial support from the National Bank for Agriculture and Rural Development for rural
deployment These incentives, combined with the effect of demonetization, led to significant expansion of the
POS and card industries. With an overall growth of approximately 27.7% CAGR in the last five years, there has.
been significant acceptance and adoption of POS terminals in the country. It is estimated that the POS terminal
infrastructure has more than doubled in the past five years.

139
India’s POS terminal market size by volume based on total number of cumulative device installations as
of the end of each financial year and growth rate (in thousands)

5,000 4,434.0 4,720.1 90%
82.5% 80%
4,000 70%
60% &
3,000 50% %
40% &
2,000 0% 2
1,000 20% ™
10%
0 0%

 

FY16 FY17 FY18 FY19 FY20 FY21

mmm Device Installations (In Thousands) =—&- Growth Rate

Note: India’s POS terminal market is defined as the total number of POS terminal devices installed across India by all players
(supplier, manufacturer and assembler) either through retail/channel sales or through a direct sales channel. It includes sales being
made on a one-time sale or rental basis. Both active and inactive terminals have been taken into consideration.

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

India POS Terminals Market Future Outlook and Projections

Increased penetration of debit and credit cards, the growing e-commerce sector, and rising disposable income
coupled with the Gol’s initiative towards promoting a cashless economy will provide an opportunity for growth
of POS devices in India. Issues with respect to factors such as privacy, security, trust and lack of integration of
telecom infrastructure may cause a major roadblock for the industry. It is projected that the retail sector will
account for the highest volume share due to the increasing awareness among retailers about the benefits of POS
terminals. The major growth drivers for the POS market in the near future will be:

© Potential to increase POS penetration: As of financial year 2020, the total number of debit and credit cards in
the country stands at approximately 885 million and the number of POS terminals is just above five million.

¢ Attractive market opportunities: The growth in small and medium enterprises in the apparel, retail,
hospitality, healthcare, fuel station and entertainment segments is viewed as an opportunity for merchant
acquiring by banks. Thus, they are likely to procure a large number of POS terminals.

¢ Shift from traditional POS terminals: The recent COVID-19 pandemic has presented an opportunity for NFC
technology-based POS terminals, which offer contactless transactions. POS terminals enhanced with features
to support UPI are in demand in large retail stores to speed up the billing process. The micro-ATM (POS
terminals) sector is growing as it is being used widely for AePS-based payments.

Rationale and description for India’s POS terminal markets future outlook on the basis of recent
trends and developments

 

 

Outlook Period Rationale

During the Gradual Increase in Debit and Credit Card Usage: As India is making efforts
financial year 2021 | towards increasing plastic cash over physical cash, the sale of POS terminal devices is
and predicted for projected to increase due to the rising penetration of debit and credit cards. India’s POS
the financial years | terminal market was expected to reach 4,701.2 thousand POS terminals cumulatively in
2022 to 2026 terms of device installations in the financial year ending 2021.

Wireless POS Terminals are Gaining Popularity: Wireless POS devices have been
growing rapidly and are further expected to support the POS terminal market due to their
easy usage.

POS Solutions: Major companies are further expected to focus on POS solutions such
as bill generation, sales analytics and inventory management software, which would
attract more merchants in the future.

Initiative from RBI: The RBI operationalized the Payment Infrastructure Development

 

 

140

 
 

Fund (“PIDF”) in January 2021, to encourage acquirers to deploy POS infrastructure
(both physical and digital modes) in tier three and beyond central and north-eastern
states.

 

 

Key Opportunities

 

Zero MDR: In December 2019, the requirement of obtaining permission from the RBI
to offer cash withdrawals at POS terminals was dispensed with, and banks may, with the
approval of their board, provide cash withdrawal facilities at POS terminals. This will
bring more merchants under the ambit of digital payments. With no fee to be paid by
merchants, they are more likely to deploy POS terminals to accept digital payments (as
opposed to their previous reluctance due to payment of extra charges per transaction).
Contactless Payments: With the help of NFC, credit cards and digital wallets on a
smartphone or smartwatch can be used to complete purchases with just a tap on a screen.
Tap & Go cards are also being promoted by the Gol, as the transaction limit was raised
for contactless payments from 22000 to 25000, which will improve convenience of
digital payments even further in the future.

POS Guidelines on merchant acquiring business (2020) — Regional rural banks
(“RRBs”): The RBI has allowed RRBs to act as merchant acquiring banks using
Aadhaar Pay — BHIM app and POS terminals. These guidelines enable RRBs to deploy
their own devices and terminals.

 

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

India’s POS terminal markets future projections based on total number of cumulative device
installations and growth rate, for the financial year 2021 and estimated for the financial years 2022 to

90
80
70
60
50

47.2
: i
0 +

3
FY'2021

oo

2
1

os

2026 (in % lakhs)

16%
14.0%

11.7% 14%
66.4 12%
53.8 10%
8%
6%
4%
2%
+ 1 0%

FY'2022E FY'2023E FY'2024E FY'2025E FY'2026E

Percentage (Y%)

mmm Device Installations =m=Growth Rate

Note: E refers to estimated numbers.
Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

Emerging Payment Trends:

Contactless Payments

COVID-19 has paved
based payments and A

the way for rapid adoption of contactless payment alternatives such as UPI, QR code-
PS. UPI transaction volumes increased by approximately 80% to 21,800.14 million in

September 2020 from 2999.57 million in April 2020. Total UPI transactions have more than doubled and values.
worth 23,290 billion were recorded in September 2020 as compared to 21,511 billion in April 2020.

141

 
Micro-ATMs

Use of micro-ATMs in rural areas has surged due to increasing demand for cash in rural areas, at a CAGR of
around 200% from financial year 2017 to financial year 2020. While banks are hesitant to make major
investments in installing full-fledged ATMs in remote areas, the business correspondent model has significantly
alleviated the problem of unavailability of digital banking facilities in rural regions through availability of
micro-ATMs. This trend is likely to accelerate in the future, increasing the demand for terminals that support
such transactions.

RBI Initiatives & Regulations

In January 2020, the NPCI approved the removal of interchange fees on UPI and RuPay card transactions. This
move was particularly beneficial to fintech players, and the Gol is planning to offer a fiscal boost for the loss
through MDR.

To enhance deployments of payment POS terminals in non-metro regions of India, the RBI has introduced the
PIDF to encourage acquirers to deploy POS infrastructure in tier three and beyond central and north-eastern
states. The RBI will make an initial contribution of 22,500 million to the PIDF, covering half the fund. The
remaining contribution will be from card-issuing banks and card networks operating in the country.

Various digital incentives have been launched by the RBI to enable more security in digital payments while
including even non-smartphone users in digital payments. For instance, Know your Customer (“KYC”) has been
a value addition in terms of monetary security, codified through the Prevention of Money Laundering Act. By
comparison, cash has no KYC requirements. Recently, the RBI has increased the limit for contactless card
transactions and e-mandates for recurring transactions through cards and UPI from 22,000 million to %5,000
million from January 1, 2021 to further the adoption of digital payments in a safe and secure manner.

AePS is another such initiative from the RBI to allow those without a smartphone to make digital payments
through their Adhaar Card. With a considerable chunk of the country still not using smartphones, especially in
rural areas, this will help promote digital payments among such sections of society.

Number of credit card transactions in India’s payment services market by POS and ATMs for the
financial years 2016-2021 (in millions)

200 2188.1
e 1762.6 1767.4
“oO
sq ve 1405.1
Ze
= 1200 1087.1
cs 785.6
Y§ 700
33
§ 2 200 6 64 78 98 10 51
&
=
= 300 FY16 FY17 FY18 FY19 FY20 FY21

matATMs mat PoS

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021)

142
India’s payment services market debit card transaction value by POS and ATMs (® in billions)

45,000.
40,000.
35,000.

Debit Cards- Transaction Value

FY16

FY17 FY18 FY19

matATMs mat POS

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

Number of POS Terminals

eo

FY20

FY21

Number of POS terminals in India’s payment services market by type of terminal (in millions)

 

 

 

 

 

 

Termi Financial Year
mul CAGR %
Type FY16 FY17 FY18 FY19 FY20 FY21
Online 1.385 2.526 3.087 3.722 4.434 4.720 27.7%
Offline 00003 00003 NA NA NA NA NA
Total 1.386 2.529 3.083 3.722 4.434 4.720 27.7%

 

 

 

 

 

 

 

 

Note: 1) N.A. refers to “not available.” 2) The data was recorded as of March 31 of every financial year:
Offline POS refers to POS machine which works on offline cache; when the offline POS terminal reconnects to the primary server,
all transaction information, including all manually entered customer data that took place in the offline state, is replicated to the
primary server and can be viewed in the Electronic Journal Viewer. This machine can perform basic transaction processing
functions while being disconnected from any other system/network.

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

Number of Outstanding Cards in India’s Payment Services Market

Number of outstanding cards in India’s payment services market (in millions)

1,200
3
= 1,000
0
FE 800
3H
ES 600
33
Br 400
g&
‘6
sa 200
2 0
5
Zz

553.45

FY15

905.81
771.65 861.08
661.82
= — —
FY16 FY17 FY18 FY19

Credit Cards ™ Debit Cards

828.56

FY20

898.20

FY21

Note: 1) The data was recorded as of March 31 of every financial year. 2) Total numbers of debit cards and credit cards issued
outstanding are after adjusting the number of cards withdrawn or cancelled.
Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

144

 
Credit card transaction value by POS and ATMs for the financial years 2016-2021 (in billions)

 

8,000 7,322.9
6,034.13 6,308.8
6,000
4,589.65
4,000 3,283.82
2,406.58
2,000
30.24 28.39 45.33 47.78 25.63
0
FY16 FY19 FY20 FY21

matATMs mat POS

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

Debit Card Coverage

Number of debit card financial transactions in India’s payment services market by POS and ATMs

(in millions)
15,000.

=
3
SE 10,000.
3 $ sosose
a0
e
g 4 5,000.
32
ws

FY16 FYI8 FY19 FY20 FY21

matATMs mat POS

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

RBI has stopped reporting non-financial transactions at ATMs since October 2019.

Note: RBI has made changes in their reporting of transactions at ATMs. In a circular dated August 14, 2019, RBI announced the
following points: (1) transactions which fail on account of technical reasons such as hardware, software, communication issues;
non-availability of currency notes in the ATM and other declines ascribable directly/wholly to the bank/service provider and invalid
PIN/validations, shall not be counted as valid ATM transactions for the customer. Consequently, no charges therefor shall be levied;
(2) non-cash withdrawal transactions (such as balance enquiry, check book request, payment of taxes, funds transfer, etc.), which
constitute ‘on-us’ transactions (i.e., when a card is used at an ATM of the bank which has issued the card) shall also not be part of
the number of free ATM transactions.

143
OMC Digital Payments

India’s fuel retailing landscape is undergoing a structural shift with the re-entry of private players in recent
years. Looking at the huge potential in the fuel-marketing segment, a number of global players have also shown
interest in entering the fuel retail market in India. Due to commoditization and intense competition, enhancing
the customer experience will be key in determining the success of these players.

The overall number of fuel retail outlets increased from approximately 53,000 in financial year 2016 to
approximately 69,000 in financial year 2020, with a CAGR of approximately 5.4%. Public sector oil companies.
have a cumulative market share of approximately 89% of all the fuel retail outlets in India. Indian Oil
Corporation Limited (“IOCL”) has the highest market share of approximately 43%.

Number of fuel retail outlets in India FY15-F Y20, by OMC (in thousands) along with their growth rates

80
70
60
50
40
30
20
10
0

FY15 FY16 FY17 FY18 FY19 FY20

sIOCL sHPCL sBPCL mPrivate
~3.8% ~A.2% ~A.2% ~18.5%

Note: Private Segment include outlets managed by RIL, NEL and Shell.
Source: IPNG Statistics

All the major OMCs (namely, Hindustan Petroleum Corporation Limited (““HPCL”), IOCL and Bharat
Petroleum Corporation Limited (“BPCL”) have launched multiple closed loop programs for targeting their fleet
customers. For retail customers, they have launched co-branded open loop cards. These OMCs have also
enabled the acceptance infrastructure for cards, wallets, QR codes, and others.

In the closed loop card ecosystem, service providers manage the entire issuing and acquiring infrastructure for
the closed-loop program. Service providers charge a one-time implementation fee and recurring monthly
charges (based on the number of cards issued and POS terminals deployed). In the open loop ecosystem,
typically, OMCs have three to four POS terminals at the retail outlet, of which two to three terminals are used
for open loop card acceptance. POS infrastructure management service providers charge a percentage-based fee,
depending on the type of payment instrument accepted, such as debit cards, credit cards, BHIM and Bharat QR
along with any incurred rental charges for the POS terminals. For co-branded cards, the loyalty and surcharge is
jointly borne by the issuing bank and the OMC.

145
Key Features Roles & Responsibilities of each stakeholder in Ecosystem

[Clee Camp Program

     
 
  
 
 
 
 
     
   
 

     
   
     
     

Manage Fuel Cacd Vaciants ‘Customnee Portal &e Mobile Apy
Deploy Cartdiod Accpeirany de Issuing Sa. MIS & Repent,

Boar Loyalty ke per Disbuawe credit to fleet denver

teammaction cont Provale space to wl up acquis

   

Casd Protection fe Dispatch Gamvance Redveccal Boar AMC cost eaten
Babies Management Cond Monaor service provider | |. Provate trasned remousee to
Recharge Mechanisin Vehicle Trnclang & Telematics! freeponsitulees manage the program

Loyaty Peante Megat ERP Integration
KXC foe customer Markatuyg &¢ Comatuns: ation

 

 

[Ope Loop Progen

     
   
    

   

Swenches the
Jrancaction betve aot

Card/ Wallet euance
Lopalry nanageseat
toe cobvanded cards

 

Pemsaction Montot sernice proweer respon abilines Merchant oobonrdang and
nana geencet

Deploy and ownage scquiang

    
 
   
   

    
 

Manage loyalty for cobvanded cazds

 

Provade space toast op acquuing intra | Jacquuer and tema

Feuitaity estes

Transaction prox evens,

 

 

Wallets: Acceptance of various wallets wang QR codde payments (eg Puytin Freccharge Mobibwik. Ola Money, ho Maney et)
JOtbee Digital poywsnts Micro ATMs: Oxign, IDRC Bas

certo by OMC OR code bused UPL IC3CT, FASTag

RAID: Fastlane AGS

 

 

 

 

Within the OMC space, there have been some significant positive developments in recent years that augur well
for the payments market. The Gol has relaxed norms for setting up gasoline pumps by non-oil companies
(companies with net worth of 22,500 million and above). The move has initiated a number of developments in
this space. A number of global players have also shown interest in entering the fuel retail market in India. BP
has secured a license to open 3,500 retail stations. Total and Saudi Aramco are exploring opportunities. As of
2020, a joint venture of French supermajor Total and the Adani group firm applied to the Gol for permission to
open gasoline pumps in India. Another recent development in the OMC space is the development of integrated
POS machines that can accept various transaction types, such as closed loop, open loop and Amex Cards. This.
move eliminates the need for OMCs to operate with multiple POS machines that are unique to payment types.
This also improves the efficiencies involved in transaction management.

Prepaid Payment Instruments

According to the RBI, PPIs are payment instruments that facilitate purchase of goods and services, including
financial services and remittance facilities against the value stored on such instruments. Some examples include
m-Wallets and smart cards (such as Metro Cards). PPIs that can be issued in India are classified under three
types: closed system PPIs, semi-closed system PPIs, and open system PPIs. Of these three systems, only open
system PPIs and semi-closed system PPIs require approval from the RBI. Some PPIs are discussed below.

NCMC cards

Public transport in India is used extensively as the economical and convenient medium of commuting for all
classes of the society. More than 1.6 million buses are registered in India, and with rapid urbanization, various
metro projects in different states are being planned for easier transit. To place the massive transit system under
one umbrella in terms of payment is a pragmatic move for not only the public, but also the operators.

To date, cash remains the most used form of payment in public transport. The National Common Mobility Card
(“NCMC”), aims to accelerate the framework by the issuance of a single card which can be used for payments
across all verticals of the transport infrastructure throughout India. Not only does it encourage the convenience
of carrying a single card but it also allows consumers to pay for other retail and e-commerce purchases.

NCMC could boost the rapid adoption of digital medium of transaction, benefitting operators by bringing the
whole population under one framework. The growth prospects of adoption for these cards could revolve around
amalgamating not only the urban region but also the rural region, ensuring better transport connectivity.

The policy will be a tremendous opportunity for India’s payment gateway market. Currently, NCMC is being
conceptualized to operate under the RuPay mechanism for both offline and online transactions. As millennials
are much more adaptive to modern forms of technology, NCMC has the potential of bringing the whole
payment network into an organized structure.

146
 

Open System PPIs (cards)

The Indian prepaid card market has witnessed tremendous growth in recent times due to rapid urbanization.
With the higher rate of internet and smartphone penetration, India has witnessed tremendous growth in the e-
commerce segment. From online shopping to buying groceries and essentials, e-commerce vertical constitutes
the major use of online prepaid cards. The surge in the prepaid card market is expected to increase significantly
in the coming years, as more and more people adapt to the mechanism.

In an attempt to integrate the market, businesses are expanding their operations to e-commerce verticals.
Consumers have a variety of options in terms of the platform they choose to utilize, which could boost online
payments through prepaid cards. The use of open loop cards in diversified domains is an attractive feature,
whether in supermarkets or as gift cards. Enhanced by the number of private businesses offering meal cards as
part of their employee benefits, the adoption of open loop prepaid cards is expected to be at an all-time high.

The open loop prepaid cards market could integrate various industries ranging from healthcare and campus
cards to payroll and gift cards. As the concept of prepaid cards has become popular in recent times, the market
has entered the maturity phase, with extensive opportunity for growth. To ensure the growth of the market,

major regions to integrate would be Tier 2 and Tier 3 cities; the working-age population should also be
encouraged to use the cards for convenience.

The growth of the market will work in correlation with India’s payment security market, due to the RBI

guidelines, which state that all cards issued must be PCI-DSS compliant, an international collaboration for
payment security.

Number of open loop prepaid cards issued in India’s payment services market based on volume
during the financial years 2016 to 2021 (@ in millions)

  
 
 
 

1500 143.5% 200%
1,088.8 940.5 150% =
1000 100% $
500 143.5 a €
13.6% 0%
0 = = 50% §
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 e

mmm Number of Cards Issued in Mn =ftGrowth Rate

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

Semi-Closed System PPIs

These are PPIs issued by banks (approved by RBI) and non-banks (authorized by RBI) for the purchase of
goods and services, including financial services and remittance facilities for use at a group of clearly identified
merchant locations or establishments which have a specific contract with the issuer (or a contract through a
Payment aggregator or payment gateway) to accept the PPIs as payment instruments. These instruments do not
permit cash withdrawal, irrespective of whether they are issued by banks or non-banks. Most wallet-based
Payment systems, such as Paytm Wallet, are semi-closed system PPIs.

Closed System PPIs —- CUG Cards:

Working model of closed user group (“CUG”) cards in India’s payment services market

 

Particulars Description

Deposit or withdrawal by right beneficiary

Ease of maintenance

Alternate channel to sell product offerings

Allows the card issuer to control the entire value chain of CUG ecosystem in India

Provides flexibility to the card-issuing company in terms of setting pricing and fee
structure. Additionally, an issuer does not have to rely on any retail merchant or financial

 

Benefits

 

 

 

147
 

 

institution.

 

Instant card issuance and management welcome kit

GPRS/PSTN POS terminals such as procurement and terminal application development
Field services to deploy and manage POS terminals with merchants and vendors
Switching and other transaction processing services

Call center services

Hosted Network Access Control services

Service
Offerings

 

Issues and Restricted to a particular target customer base
Challenges e Requires independent merchant infrastructure

 

 

 

Note: POS Solutions (PSTN/GPRS) refers to both wired (PSTN) and wireless forms (GPRS). These terminals are equipped with clear
display, backlit keypad and lateral keys, making them ideal for the retail environment.
Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

National Electronic Toll Collection (NETC) Program-FASTAG

FASTag is a device that employs RFID technology for making toll payments directly while a vehicle is in
motion. A FASTag (RFID tag) is affixed to the windshield of the vehicle and enables a customer to make the
toll payments directly from the account linked to the FASTag. FASTag allows cashless payment and provides.
benefits such as savings on fuel and time, as the customer does not have to stop at the toll plaza. For the Gol, it
offers live monitoring of toll plazas, to have a more realistic forecast of traffic. As of July 2021, the number of
FASTag users in India reached 236.3 million, registering a growth of 400% in a year, and triple digit percentage
growth since inception. More than 90% of total toll collection is being executed through FASTag, showcasing
the rapid success in digitizing toll payments across the nation

Along with toll payments, FASTags are now being used for payments at fuel pumps and parking lots. With a
very high and rapidly increasing adoption rate, FASTag is a ripe candidate for acting as a catalyst for significant
growth in the digital payments space for a wide variety of services associated with the automobile ecosystem.

Number of FASTags issued between 2017-2021 (% in millions)

 

 

4 367.8% 36 400%
350%
3 300% oS
230.7% 250%
2 18 200% = §
107.3% 5
150% = &
1 100%
5
04 = L 0%

Till July FY2017 Till July FY2018 Till July FY2019 Till July FY2020 Till FY2021

mms Number of FASTags issued === Growth Rate

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021.

148
Number of FASTag transactions between the financial years 2017-2021, based on volume (in
millions)

 

  

1400 1,327.26 500.0%
1200
400.0%
1000 2
, @
800 300.0% &
S
600 200.0%
3
400 7.8%
200 127.04 100.0%
23.65
0 —) 0.0%
FY17 FY18 FY19 FY20 FY21

tem Volume (In Million INR) ==Growth rate in Volume of FastTag Transactions

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021)

Number of FASTag transactions between the financial years 2017-2021, based on value (in fcrores)

 
   
 

25000 22,761.8 500%

20000 400%
oD

15000 11,294.49 300% 8

10000 200% &
oe

5000 58524 01.5% 100%

660.67 re
0 — 0%

 

FY17 FY18 FY19 FY20 FY21

lm Amount (INR Crore) —8=CAGR Amount

 

Source: India Payment Services Market Outlook to 2026, Ken Research, August 2021)

Indian Cloud Security Services Market

 

Particulars

Description

 

Market
Overview

Cloud security service providers (“CSPs”) provide human skills and technology for
businesses of any size to improve their security posture and address their day-to-day
technology needs. CSPs remotely manage computers, servers and networks, provide
proactive patch management and leverage technology to help an organization reallocate
resources to revenue-generating activities. CSPs help manage threats such as exploitation
and ransomware by deploying a comprehensive cybersecurity strategy that emphasizes
multiple layers of protection.

 

 

Emerging
Trends

 

Rapidly Rising Cyber-Attacks in India:

India witnessed a surge in cyber-attacks amid a rapid adoption of digital services across the
country following the lockdown imposed in the wake of COVID-19. The market also
witnessed a rise in the cyber-attacks against Indian vaccine makers and hospitals in October
and December 2020. With the rise of connected devices and efficient internet penetration
and widespread digitization of multiple sectors such as education, finance, healthcare, retail,
agriculture and logistics comes the threat of cyber-attacks, which not only cause monetary
losses but also compromise data privacy and put the economy and lives in danger. Post
COVID, digital transformation-related technology integration and architecture upgrades
have opened doors to a wide array of advanced cyber threats.

Technology Adoption among Consumers and Enterprises:

Unique technology trends among enterprises and consumers are driving cybersecurity and
the adoption of managed security services in India at present. Some of these trends are as

 

149

 
 

follows:
e¢ Consumers:

» Digital and contactless payments

> Increased smartphone adoption

> Increased internet penetration

» Growth in IoT/connected devices
e Enterprises:
IT/OT convergence
Edge computing
Cloud adoption
Assessment of quantum computing

> 5G data
Automation:
Machine learning, Al and connected devices use a large amount of crowd-sourced data and
user information from social media and apps, such as satisfaction ratings, brand preferences,
spending patterns and browsing histories, making them a preferred target for cyber
criminals. Machine learning poisoning, a method of injecting instructions into a system to
gain insights and information and even to control the outcome, is one of the modern security
breach methods targeting sophisticated systems. AI fuzzing, another tool primarily used to
detect, identify and fix cyber-attack vulnerabilities in a system, can also be used by
fraudsters to control and automate attacks.

vvvyv

 

The Gol has initiated various projects under the Digital India initiative, which will push the
use of technology to connect and empower people in areas relating to health, education,
labor and employment, commerce and others. The initiative comprises several projects,
which will focus on better governance, knowledge and universal phone connectivity across
the country. Surging adoption of these projects will lead to increased cyber-attacks,
resulting in the growth of the managed cybersecurity market. The high focus on

Recent countrywide digitalization is leading to growth of connected devices. Some impactful
Developments government initiatives are:

in Cloud ¢ Personal Data Protection Bill: The Personal Data Protection Bill was introduced
Services in Lok Sabha by the Minister of Electronics and Information Technology in 2019.
Market for It sets rules for how personal data should be processed and stored, and lists
Banks/Financial people’s rights with respect to their personal information. It also proposes to create
Institution an independent new Indian regulatory authority, the Data Protection Authority

(DPA), to carry out this law.

e Cyber Surakshit Bharat: The Ministry of Electronics and Information
Technology (MeitY) announced the Cyber Surakshit Bharat initiative in
association with National e-Governance Division (NeGD) and industry partners in
2018. It is an initiative to fortify the cybersecurity system in India with regard to
the Gol’s vision of a digital India.

 

 

India’s Payment Security Services Market

 

Particulars

Description

 

 

Market
Overview

 

According to the MHA, 93,000 cases of cybercrime were reported between 2016 to 2019. With
the rapid expansion of the digital payments market, security and reliability will prove to
enhance the growth prospects of the industry. The need to secure sensitive information during a
transaction, coupled with the growing incidence of data breaches, will promote the growth of
the Indian payment security industry. Alternatively, the demand of end-users of the digital
payment ecosystem such as BFSI, education, hospitality and transport, among others, to make
their online transactions more reliable and secure would ensure the growth of the security and
solutions industry.

Digital payments are expected to rise exorbitantly in the coming years with the increase in the
rate of adoption culminating in factors such as a focus on digitalization, lack of physical
movement due to the pandemic, and internet penetration and the convenience it offers. With
more and more people adapting to the new medium of transaction, there would be a need for a
proper framework in place to secure those transactions. Therefore in the coming years, the
payment security industry could witness major growth. Some of the leading players in the
Indian payment security market are CA Technologies, Symantec Technologies, Trend Micro

 

150

 
 

India Pvt Ltd. and Cisco India.

Both the Gol and private corporations play a major role in encouraging the growth of the
industry. Setting up the PIDF is a significant policy implemented by the government to attract
investment in the sector. With enough capital, the payment security industry is set to become a
priority as data breaches and cybercrime have grown at an exorbitant rate. In recent times,
consumers have also been sensitive towards data privacy and the need for securing private
information online. On February 18, 2021, the RBI released Master Direction on Digital
Payment Security Controls, establishing additional framework for onetime password (“OTP”)-
based authentication to further strengthen the security of the transaction process.

 

Recognizing the growing need to protect the confidentiality of customer data, the RBI is
pushing for adoption of multi-factor authentication (“MFA”) as a security measure among
financial service providers. The RBI has issued guidelines to payment aggregators and payment
gateways, who will now have to get customers to validate their transactions, without the option
of using their static PIN.

Entering a password to make payments is now being replaced by touch- or iris-linked
authentication. MFA is expected to tighten security around transactions, thereby removing the
risk of stolen PINs and, eventually, preventing fraud.

Tokenization is emerging as the new norm. Its goal is to prevent digital duplication of cards.
Untraceable payment tokens are generated per card, per merchant. Even if hackers manage to
steal tokenized data, they cannot use it, as the actual payment information is stored securely by
the payment partner.

3DS 2.0 is emerging as a game-changer for e-commerce payments in India. 3DS 2.0 prompts
consumers to verify their identity after analyzing the merchant’s contextual data on high-risk
transactions, thereby offering additional fraud protection.

Some banks and digital payment players are already leveraging technology innovations such as
NEC and QR codes to enable contactless payments. Contactless payments made through tap-
and-pay, dynamically generated PINs and wearable devices have not only made payments
quick and easy, but have also added an additional layer of security.

Emerging
Trends

 

 

Some of the leading players in the India payment security market are CA Technologies,
Symantec Corporation, Trend Micro India Pvt. Ltd., Thales e-Security Inc, Cisco-India,
Competition | VASCO Data Security, Gemalto, Intel Corporation and Transaction Network Services.
Landscape e Trend Micro has an approximately 70% to 75% share of banking customers in India.
Trend Micro has six of the 10 largest banks In India as its clients, increasing its
market share in the endpoint and server security segment.

 

 

AGS Positioning

ITSL, a subsidiary of AGS Transact, is an omni-channel merchant digital payment solutions company that aims
to consistently simplify the process of transacting, merchant acquisition and VAS. Providing cutting-edge
technology and innovative payment solutions to a fast-growing merchant base across India, ITSL offers a host
of products and services including a payment processing platform for routing commercial and retail payments.
between buyers and sellers across the country via a unique distribution model.

As of March 31, 2021, AGS was one of the largest integrated omni-channel payment solutions providers in
India in terms of providing digital and cash based solutions to banks and corporate clients. As part of its digital
footprint, ITSL provides end-to-end merchant solutions for the merchant acquiring business through supply,
installation and maintenance of POS terminals to various banks in India. It also provides integrated solutions to
corporate clients for efficient transaction processing. ITSL specialises in omni-channel merchant digital
payment solutions and aims to consistently simplify the process of transacting, merchant acquisition and VAS.
Ina span of two years, ITSL became one of the largest deployers of POS terminals at petroleum outlets in India
with 28,986 POS terminals deployed across various OMCs as of March 31, 2021. ITSL pioneered IPS with
OMCs and has rolled out IPS at more than 16,000 petroleum outlets with 28,986 terminals in India. Overall,
22.3% of fuel retail outlets in India use POS services offered by us.

Government policies have been incentivising OMCs and their customers towards digital payments, such as the
mandated discount of 0.75% on digital payments, which is bound to drive a shift in the payment methods at fuel
stations and reduce cash requirements at petrol pumps. Based on the current low ratio of POS terminals.
deployed to the number of fuel outlets addressed, it is estimated that approximately 100,000 POS terminals is
the untapped addressable size of the OMC POS market for AGS Transact, at present. The total addressable
market size of POS terminals in the OMC ecosystem is set to increase further in the near future, with the rise in

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the number of fuel retail outlets, especially in the Tier 3 and Tier 4 cities and rural areas, which are less
saturated and comparatively underpenetrated. POS penetration will also receive a boost from the adoption of
value-added service offerings by OMCs at their respective outlets.

AGS Transact offers a host of value offerings unique in the market, offering flexibility while catering to
customer needs with great precision. Some of its unique offerings are as follows:

¢ End-to-end presence in POS value chain with in-house capabilities: ITSL offers a holistic value offering
with a wide range of services such as transaction processing switch, merchant onboarding application, risk
underwriting, merchant servicing, loyalty and analytics solutions. ITSL was among the first companies in
India to launch QR code-based payments for various card schemes.

¢ Control over hardware and technology: ITSL has complete control and autonomy over its technology and
can hence make continuous modifications to allow it to keep up with the changing needs of the market,
offering extreme adaptability.

« Smart Integrated POS machines: ITSL’s POS machines accept all modes, including closed loop cards,
UPI and QR@POS, thus eliminating the need for OMCs to have multiple POS machines.

¢ Rental Freedom Plan: To ease the recurring payment process for merchants and to cover its own risks,
ITSL offers a rental freedom plan where merchants pay rent for the POS upfront for a few years. This helps
circumvent losses due to low activation, if any.

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OUR BUSINESS

Unless otherwise indicated, the industry-related information contained in this section is derived from an
executive summary of a report titled “India ATM Market Outlook to 2026” dated August 2021 (the “Ken ATM
Report”) and a report titled “India Payment Services Market Outlook to 2026” dated August 2021 (the “Ken
Payments Report”, and together with the Ken ATM Report, the “Ken Reports”), both prepared by Ken
Research Private Limited. We commissioned Ken Research Private Limited on July 9, 2021 for the Ken Reports,
and paid for such report for an agreed fee only for the purposes of confirming our understanding of the industry
in connection with the Offer. For further details and risks in relation to commissioned reports, see “Risk
Factors — We have referred to the data derived from two industry reports commissioned and paid for by our
Company from Ken Research which have been used for industry-related data in this Prospectus.” beginning on
page 52.

Unless otherwise stated, all financial information of our Company used in this section has been derived from
our Restated Consolidated Financial Information. Financial information for the five months ended August 31,
2021 is not indicative of full year results and is not comparable with the annual financial statements presented
in this Prospectus. We have included various operational and financial performance indicators in this
Prospectus, many of which may not be derived from our Restated Consolidated Financial Information or
otherwise be subject to an examination, audit or review by our auditors or any other expert. The manner in
which such operational and financial performance indicators are calculated and presented, and the
assumptions and estimates used in such calculations, may vary from that used by other companies in India and
other jurisdictions. For the purposes of this section, for certain analyses we have used historical methodologies
and internal categorizations to enable a consistent representation of our business. Such information may vary
from similar information publicly disclosed by us in compliance with applicable regulations in India. Investors
are accordingly cautioned against placing undue reliance on such information in making an investment
decision, and should consult their own advisors and evaluate such information in the context of the Restated
Consolidated Financial Information and other information relating to our business and operations included in
this Prospectus. Some of the information in this section, including information with respect to our plans and
strategies, contain forward- looking statements that involve risks and uncertainties. You should read the section
entitled “Forward-Looking Statements” on page 22 for a discussion of the risks and uncertainties related to
those statements, and the section entitled “Risk Factors” on page 24 for a discussion of certain risks that may
affect our business, financial condition or results of operations.

Certain non-GAAP financial measures (“Non-GAAP Financial Measures”) relating to our operations and
financial performance have been included in this section and elsewhere in this Prospectus. See “Other
Financial Information” beginning on page 312. We compute and disclose Non-GAAP Financial Measures
relating to our operations and financial performance as we consider such information to be useful measures of
our business and financial performance, and because such measures are frequently used by securities analysts,
investors and others to evaluate the operational performance of financial services businesses, many of which
provide non-GAAP financial measures when reporting their financial results. However, note that Non-GAAP
Financial Measures relating to our operations and financial performance may not be computed on the basis of
any standard methodology that is applicable across the industry and therefore may not be comparable to
financial measures and statistical information of similar nomenclature that may be computed and presented by
other financial services companies. Non-GAAP Financial Measures should be read together with the nearest
GAAP measure.

Unless otherwise indicated, all financial, operational, industry and other related information derived from the
Ken Reports and included herein with respect to any particular year refers to such information for the relevant
financial year.

Overview

We were one of the largest integrated omni-channel payment solutions provider in India in terms of providing
digital and cash-based solutions to banks and corporate clients, as of March 31, 2021 (Source: Ken Payments
Report). We provide customised products and services comprising ATM and CRM outsourcing, cash
management and digital payment solutions including merchant solutions, transaction processing services and
mobile wallets. As of March 31, 2021, we were the second largest company in India in terms of (i) revenue from
ATM managed services under the outsourcing model, and (ii) revenue from cash management and number of
ATMs replenished (Source: Ken ATM Report). As of August 31, 2021, we deployed 221,066 payment terminals
and were one of the largest deployers of POS terminals at petroleum outlets in India, having rolled out IPS at

153
more than 16,000 petroleum outlets with 28,986 terminals in India, as of March 31, 2021 (Source: Ken
Payments Report). We also pioneered IPS with OMCs (Source: Ken Payments Report). For the five months
ended August 31, 2021 and the financial years 2021, 2020 and 2019, we derived 95.9%, 95.6%, 95.5% and
96.1%, respectively, of our revenues from operations in India where our business started, although we have
expanded internationally to offer automation and payment solutions to banks and financial institutions in other
Asian countries comprising Sri Lanka, Singapore, Cambodia, Philippines and Indonesia. Our total revenue from
operations was 2 7,534.00 million, 217,589.44 million, 718,004.43 million and 218,057.42 million for the five
months ended August 31, 2021 and the financial years 2021, 2020 and 2019, respectively.

We started providing banking automation solutions in India in 2004. We deployed products from international
solution providers such as Diebold Nixdorf and established our own country-wide service infrastructure and
automation solutions expertise to provide related services. Beginning in 2009, we leveraged our banking
automation solutions expertise and service reach to offer ATM outsourcing and managed services by, among
other things, entering into two cooperation agreements with Diebold Nixdorf for banking and retail products. As:
part of our strategy to strengthen our presence in the cash value chain, offer an integrated payments platform and
improve our operational efficiencies, we commenced offering transaction switching services in 2011 and cash
management services in 2012. In 2014, we expanded our offerings into digital payment solutions, enhancing our
integrated digital platform and Software-as-a-Service (“SaaS”) capabilities. In 2016, we also entered into an
alliance with ACI Worldwide (“ACI”), a leading international payments solution provider, which has further
strengthened our value proposition to customers.

We operate our business in the following segments:
e Payment Solutions;
e Banking Automation Solutions; and
Other Automation Solutions (for customers in the retail, petroleum and colour sectors).

Our Payment Solutions segment comprises ATM and CRM outsourcing and managed services, cash
management services, iCDs, digital payment services which include toll and transit solutions, Fastlane,
transaction switching services, services through POS machines and agency banking. Our customers in the
Payment Solutions segment include ICICI Bank Limited, Axis Bank Limited, HDFC Bank Limited and Federal
Bank Limited.

e  Inour ATM and CRM outsourcing and managed services businesses, we are responsible for the end-to-
end management of ATMs and CRMs, starting from site identification and development, followed by
machine deployment, maintenance and management on behalf of our customers. While we own the
ATMs and CRMs in our outsourcing services business, ownership of ATMs and CRMs remains with
the customers themselves under our managed services business. As of August 31, 2021, our portfolio
consisted of 14,099 ATMs and CRMs under our outsourcing business and 19,161 ATMs and CRMs
under our managed services business in India. We also provide outsourcing solutions for 1,273 ATM
and kiosks in Sri Lanka, as of August 31, 2021.

e The cash management services of our subsidiary, SVIL, build on our ATM outsourcing and managed
services businesses, and include cash replenishment, cash pick-up, cash-in-transit (“CIT”), cash
vaulting and cash processing services for ATMs managed by us and by other operators. As of August
31, 2021, we provided cash management services to 46,214 ATMs through a fleet of 2,513 cash vans
including 267 dedicated cash vans to banks, and 475 vaults and spoke locations, covering
approximately 1,860 cities and towns in India. Our subsidiary, SVIL, was the second largest cash
management company in India, in terms of revenue from cash management and number of ATMs
replenished, as of March 31, 2021 (Source: Ken ATM Report). SVIL is the only cash management
company that has followed Ministry of Home Affairs (“MHA”) guidelines dated August 8, 2018 and
RBI guidelines dated April 6, 2018 on a pan-India basis (Source: Ken ATM Report). We have also
implemented cassette swaps for our outsourcing services business. One of our major customers in cash
management services is BTI India Payments Private Limited and Hitachi Payment Services Private
Limited.

e To enhance our digital portfolio and address new market segments, we commenced our operations in
merchant solutions. Our merchant services include device-based and device-less payment solutions,

154
prepaid and loyalty programs, Cash@POS, payment gateway and remote payment solutions, loans
against card receivables and other VAS. As of August 31, 2021, we had 180,993 merchants as clients.
Ina span of two years, we became one of the largest deployer of POS terminals at petroleum outlets in
India (Source: Ken Payments Report). In particular, we focus on serving the oil marketing industry,
private and public sector banks and corporate merchants. Of our 221,066 POS terminals deployed with
clients as of August 31, 2021, 183,985 terminals were located at retail and corporate outlets and 37,081
terminals were located at OMCs. For the five months ended August 31, 2021 and the financial years
2021, 2020 and 2019, the GTV transacted through our POS terminals at OMC retail outlets was
% 95,178 million, %133,656.32 million, %74,990.48 million and 225,376.78 million, respectively. We
have orders in hand from major OMCs including Hindustan Petroleum Corporation Limited (*HPCL”)
and Indian Oil Corporation Limited (“IOCL”). Other corporate customers for our digital portfolio
include Dr. Lal Pathlabs Limited, Patanjali Ayurved Limited, Sunshine Teahouse Private Limited
(Chaayos), RJ Corp Limited, VRIPL Retail Private Limited, Om Sweets, Lata Mangeshkar Medical
Foundation and Organic India Private Limited.

e In April 2021, to further enhance our digital capability and to leverage on the PPI authorisation issued
to our subsidiary, ITSL, we started our open loop Ongo prepaid card, which can be used by consumers
to pay for transactions.

e¢ We also provide transaction switching services, where we integrate a variety of payment channels,
including internet payment gateways and several mobile payment systems, to route, switch and process
electronic transactions even across non-banking segments. This gives us the ability to cater to the needs
of banks, retailers, petrol stations and other financial institutions across the payment transactions value
chain and to assist our customers in the issuance of new cards, migration of their existing card base and
the authorization of cards. Our in-house switch development software team also develops customized
switching solutions for our customers.

Our Banking Automation Solutions business segment, which commenced in 2004, comprises sale of ATMs and
CRMs, currency technology products and self-service terminals and related services and upgrades. As of August
31, 2021, we had approximately 50 banking customers, including ICICI Bank Limited, HDFC Bank Limited
and Axis Bank Limited.

Our Other Automation Solutions business segment encompasses the sale of machines and related services to
customers in the retail, petroleum and colour segments. As part of our Other Automation Solutions segment, we
supply automation products and provide implementation services, system integration, remote management and
support and help desk services. Customers for our retail sector offerings include More Retail Private Limited,
while customers for our petroleum sector offerings include HPCL, IOCL and BPCL. Our colour operations
primarily comprise the supply of automatic paint dispensers and related services, and serve customers including
Asian Paints Limited, Kansai Nerolac Paints Limited and Berger Paints India Limited.

As of August 31, 2021, we had installed, maintained or managed a network of approximately 72,000 ATMs and
CRMs, provided cash management services to 46,214 ATMs through SVIL, installed 221,066 merchant POS
and approximately 46,800 cash billing terminals, automated approximately 17,924 petroleum outlets and
installed approximately 88,521 colour dispensing machines. For the five months ended August 31, 2021 and the
financial years 2021, 2020 and 2019, SVIL replenished a daily average amount of approximately 220 billion,
220 billion, 210 billion and 29 billion, respectively, and we processed 487.10 million, 1,094.93 million,
871.74 million and 936.83 million switching transactions, respectively. For the five months ended August 31,
2021 and the financial years 2021, 2020 and 2019, we processed 72.85 million, 121.27 million, 85.67 million
and 195.19 million merchant transactions, respectively, with a GTV of %123,498 million, 205,718.23 million,
2142,750.96 million and 281,962.47 million, respectively. Our operations covered approximately 2,200 cities
and towns, servicing approximately 446,000 machines or customer touch points, as of August 31, 2021.

 

We believe that we have a strong management team with significant industry experience and established
relationships with our customers. Our key managerial personnel and senior managerial personnel enable us to
identify new opportunities and implement our business strategies in the manner contemplated and to continue to
build on our track record of customer service and respond to market opportunities.

We have an established track record of delivering robust financial performance as well as continued growth. For

the five months ended August 31, 2021 and the financial years 2021, 2020 and 2019, our total income was
2 7,623.04 million, 717,971.52 million, %18,335.26 million and 218,236.30 million, respectively, our profit /

155
(loss) before tax was % (55.00) million, 2824.27 million, %1,195.24 million and 2788.89 million, respectively,
our EBITDA was 2 1,940.62 million, 24,767.60 million, 74,954.61 million and 24,428.75 million, respectively,
and our EBITDA Margin was 25.5%, 26.5%, 27.0% and 24.3%, respectively.

Our Competitive Strengths
Our principal competitive strengths are as follows:
Omni-Channel Integrated Payment and Cash Solutions Provider

We were one of the largest integrated omni-channel payment solutions provider in India in terms of providing
digital and cash-based solutions to banks and corporate clients, as of March 31, 2021 (Source: Ken Payments
Report). We serve diverse industries such as banking, retail, petroleum, toll and transit, cash management and
fintech in India and other select countries in Asia. We believe that our services help increase the speed and
accuracy of cash as well as digital payment transactions. In addition, the size and wide reach of our operational
network enables us to realize economies of scale.

As part of our digital payments solutions, we offer a payments platform, customized solutions and related
managed services to cater for end-users, merchants, banks, bank agents as well as other ecosystem partners. Our
payment platform accepts payments through a broad spectrum of options including magnetic stripe, chip and
pin, contactless, Bharat QR, Unified Payment Interface (“UPI”) and Aadhaar Pay, which we believe makes us a
partner of choice for merchants. We also provide device-based solutions such as “Smart POS” GPRS terminals,
Digital M-POS terminals and Public Switched Telephone Network (“PSTN”). Our device-less portfolio
comprises static Bharat QR, payment gateway and remote payment solutions. We also offer customized mobile
wallet solutions that can be integrated with existing payment solutions. In addition to offering customized
payment solution to merchants, we also process transactions using our switching platform, along with payment
and settlement services, which enables faster processing and easy reconciliation to our merchants. Through our
technological partnership with ACI, we offer our customers a variety of payment solutions including BASE 24-
eps, Universal Payment Framework (“UPF”), and fraud management as a service on a pay-per-transaction basis,
significantly reducing the complexities associated with adopting these solutions especially for smaller banks and
financial institutions. We also provide support services such as a 24x7 call centre, merchant management
services, software development, operations services and monitoring services.

As part of our cash payments solutions business, we offer a portfolio of banking services and automated banking
products, such as ATM and CRM outsourcing and managed services, manufacturing and deployment of ATMs.
and CRMs and self-service terminals. We also have the ability to customize, integrate, maintain and manage
such products for our customers. Since we commenced this business in 2004, we have developed in-house
technology and expertise to deal with the entire product life cycle of ATMs, CRMs and related services,
including manufacturing of ATMs, site identification, site build up, deployment, maintenance and operations
including monitoring, cash management, first line maintenance and second line maintenance. Our integrated
operations are further facilitated by our in-house cash management capabilities and transaction switching
services. We are the only company in India to provide the full range of services in the ATM managed services
market, namely: ATM equipment and supply, maintenance of ATMs, managed services, ATM replenishment
and CIT and retail cash management and cash pickup and delivery (Source: Ken ATM Report). Further, as of
March 31, 2021, we were the second largest company in India in terms of (i) revenue from ATM managed
services under the outsourcing model, and (ii) revenue from cash management and number of ATMs
replenished (Source: Ken ATM Report). As of August 31, 2021, we provided cash management services to
46,214 ATMs and serviced approximately 4,210 cash pick-up and doorstep banking points. We believe that the
size of our operations, experience and overall infrastructure gives us a significant competitive advantage.

We believe that our ability to provide services across the cash and digital value chain from transaction touch
points, channel handlers, core processing, settlement and clearing, authorization systems and back office has
allowed us to become the preferred partner for cash and digital payment solution needs of our customers.
Further, by leveraging our end-to-end capabilities, we believe that we are able to unlock operating efficiencies
and synergy benefits.

Customer Driven Portfolio with Strong Capabilities to Develop Customized Solutions In-house

We believe our experience and expertise, coupled with our knowledge of the industries in which our customers
operate, enable us to provide them with customized solutions. We regularly interact with customers to

156
understand their requirements and work closely to develop future roadmaps. We believe that the success of this
approach is evident in the comprehensive suite of merchant solutions which we have launched over the years.
such as mobile wallets, financial inclusion applications and agency banking software.

We have developed the following customized solutions in-house:

* — voice-guided ATM and CRM software and biometric-based solutions for our banking clients;

e check deposit terminal application;

e cash clearance and loading for CRMs;

e¢ Novus TRANSACT Switch and Novo YOUPAY;

e a cloud-based software that drives our POS terminals and allows us to keep our merchants updated
with the latest services and offerings;

¢  Ongo Prepaid and Ongo Rewards, which are loyalty programs offered to merchants for enhanced

customer retention, additional revenue generation and new customer acquisition, and which can be

tailored by us to meet their specific requirements;

loyalty prepaid platforms for an oil company to support its fleet operators;

iCDs to facilitate automated retail cash pick-ups in our cash management business;

solutions such as ‘Remote++’ to enable payment through a web link generated by a merchant;

Paytrack, a merchant analytics and engagement application that helps merchants to analyse business

parameters relevant to their business; and

* our VAS portfolio consisting of Cash@POS facility, Ongo Billing++ and loans against card receivables
to cater to diverse merchant needs.

We believe our ability to innovate and offer customized payment solutions to address the requirements of our
customers allows us to deepen our relationships with them and enables us to target a greater share of their
payment-services related requirements. For example, given our extensive experience and knowledge of fuel
retail automation combined with our deep understanding of the payment solutions business, we were able to
integrate the payment solution with retail automation to provide a seamless experience to a petroleum retailer as
well as to its customers.

Diversified Product Portfolio, Customer Base and Revenue Streams Leading to Cross-Selling Opportunities

We derive revenues from a variety of products and services catering to customers across diverse industries such
as banking, retail, petroleum and colour. In each of these industries, we offer a combination of automation
solutions along with payment and maintenance services.

We started providing banking automation solutions in 2004, and have, over the years, diversified into payment
solutions. Revenue from our Payment Solutions segment was 25,613.11 million, 213,505.83 million,
213,784.30 million and 212,778.15 million, constituting 74.5%, 76.8%, 76.6% and 70.8% of our total revenue
from operations for the five months ended August 31, 2021 and the financial years 2021, 2020 and 2019,
respectively, while revenue from our Banking Automation Solutions segment was 2 1,040.85 million,
21,598.35 million, 22,108.72 million and 22,460.98 million, constituting 13.8%, 9.1%, 11.7% and 13.6% of our
total revenue from operations for the five months ended August 31, 2021 and the financial years 2021, 2020 and
2019, respectively. As of August 31, 2021, our customers included approximately 50 banks and 180,993
merchants. We have also diversified into VAS, which include customer-facing services such as loyalty
programmes, invoicing solutions and merchant credit. Further, we provide our Digiview surveillance solutions
to various customers. We have also entered into a strategic agreement with RBL Bank Limited in relation to a
proposal to provide an integrated prepaid card solution based on the National Common Mobility Card
(“NCMC”) at Bangalore Metro Rail Corporation Limited stations, comprising the provision, acquisition and
issuance of NCMC cards.

By having a diversified product portfolio and customer base, we are able to capitalize on cross-selling
Opportunities, as our experience and knowledge allows us to develop integrated payment solutions and
technology. In the petroleum sector, we are able to integrate our POS terminals into our fuel automation
solutions, giving our merchants access to their sales volumes and payment transaction data. Further, we leverage
our cash management capabilities to offer cash pick-up services for our retail customers. We also monetise our
POS network by offering VAS for both consumers and merchants, which may be integrated into the POS
systems that we currently manage or operate.

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Leveraging on the technology, products and cross-sector expertise we introduced in India, we have expanded
our business to Asia, namely, Sri Lanka, Singapore, Cambodia, Philippines and to Indonesia through a joint
venture with PT Sumber Cipta Multiniaga and PT. Muria Kencana Indah. For the five months ended August 31,
2021 and the financial years 2021, 2020 and 2019, our revenue from our overseas operations was
%306.85 million, %769.87 million, 7817.64 million and 2706.96 million, constituting 4.1%, 4.4%, 4.5% and
3.9% of our total revenue from operations, respectively. We believe that our diversified product and services
portfolio, customer base and revenue streams in multiple jurisdictions enable us to mitigate the concentration
risks that are associated with operations in a specific segment, industry or geographic region, and present us
with many cross-selling opportunities.

Long-Standing Relationships with Technology Providers and Customers

We have long-standing relationships with leading global technology providers, such as Diebold Nixdorf and
ACI. We have entered into a cooperation agreement with Diebold Nixdorf, under which we assemble ATMs in
India. We believe that our long-standing relationship with Diebold Nixdorf has led to effective knowledge
sharing and the adoption of global best practices, thereby enabling us to improve and develop our in-house
service capabilities. Together with ACI, we have launched a suite of solutions covering processing, and fraud
monitoring and reconciliation. Our strong relationship with technology providers has enhanced our market
position and enabled us to be the leaders in the payment solutions industry.

Further, we have established relationships with leading Indian financial institutions, such as ICICI Bank
Limited, Axis Bank Limited, HDFC Bank Limited, Federal Bank Limited, Dhanlaxmi Bank Limited and RBL
Bank Limited, having procured repeat orders from them. Our ATM outsourcing and managed services contracts.
with leading Indian financial institutions typically range from three to ten years. In our international operations,
our contracts with our customers typically range for a period of three to five years.

In addition, we work with leading retail chains such as More Retail Private Limited, colour companies such as.
Asian Paints Limited, Kansai Nerolac Paints Limited and Berger Paints India Limited, and petroleum
companies, including IOCL and HPCL. We believe that the strength of our relationships with customers and the
trust that we have built up from long-standing ties with them put us in an advantageous position for new
business and cross-selling opportunities and enhances our market reputation.

Dedicated In-house Infrastructure and Technological Capabilities
Our dedicated in-house infrastructure, skills and capabilities have been critical to the growth of our business.

Our nationwide service infrastructure allows us to effectively and efficiently service our customers. As of
August 31, 2021, we were servicing approximately 446,000 customer touch points covering approximately
2,200 cities and towns through our 34 branch offices, 475 vaults and spoke locations, and our work force
comprised of 12,935 personnel. Our service infrastructure is a major business enabler for us across several cash
and digital initiatives and allows us to leverage economies of scale by having one service team support multiple
business units.

Our back-end switching platform allows us to offer a comprehensive ATM outsourcing solution, process
transactions on behalf of banks and institutions, drive our POS network, issue prepaid instruments, and offer
Payment gateway service. Our back-end switching platform processed 487.10 million, 1,094.93 million,
871.74 million and 936.83 million switching transactions during the five months ended August 31, 2021 and the
financial years 2021, 2020 and 2019, respectively.

As of August 31, 2021, our technology development team comprised 213 employees, and has developed and
customized ATM client software and digital applications deployed by our clients, such as Axis Bank Limited’s
check deposit terminal application, Novus TRANSACT Switch and Novo YOUPAY, solutions such as QR
Cash that enables withdrawal of cash from ATMs by scanning a QR code on the machine’s screen, applications
such as Cure to connect our helpdesk and engineers, and Monitum to monitor ATMs and various digital
merchant solutions such as Fastlane and Paytrack. Recently, we introduced the Digiview surveillance system
with 24/7 live recording, intrusion detection and API integration A dedicated 24/7 control centre facilitates
communication among our divisions as well as between our internal stakeholders and external clients, keeps
track of all open issues and collects field data which we use to further improve our operational efficiency.

158
We believe that the breadth of our dedicated in-house infrastructure and technological capabilities enable us to
realize economies of scale and increase our productivity.

Experienced Board of Directors and Senior Management

Our Board includes a combination of executive as well as independent directors with significant business.
experience. Our Board is committed to implementing best practices of corporate governance and achieving a
high level of transparency, with a focus on investors’ best interests and the maximisation of shareholder value.

We believe that we have a strong management team with significant industry experience and established
relationships with our customers. Mr. Ravi B. Goyal, the promoter of our Company, has approximately 26 years.
of experience in the technology sector. Mr. Stanley Johnson, Executive Director of our Company, has:
approximately 26 years of experience in the payments industry and Mr. Ricardos El Khoury, chief executive
officer of our subsidiary, Novus SGP, has approximately 26 years of experience in information technology,
serving the retail banking and payments sectors. Mr. Saurabh Lal, chief financial officer of our Company, has
approximately 15 years of experience in the financial service industry. See “Our Management” on page 193.
Our key managerial personnel and senior managerial personnel enable us to identify new opportunities and
implement our business strategies in the manner contemplated and to continue to build on our track record of
customer service and respond to market opportunities. We believe that we have created a distinct entrepreneurial
structure within our organization, with each of our business divisions being managed as an independent profit
centre and led by a separate business head.

Our Strategies

We intend to be a leader in payment solutions by delivering secure, innovative products that engage a customer
across the product value chain in a cost-effective manner.

The primary elements of our business strategies are as follows:
Focus on Growing our Digital Payment Solutions Business

The launch of new and innovative payment products, increased demand for cashless transactions due to the
COVID-19 pandemic, increasing smartphone adoption, a growing need for faster payment modes and a strong
push from the Gol and regulators towards adoption of digital channels have driven the increase in digital
payments (Source: Ken Payments Report). To capitalize on this growth, we intend to leverage our existing
presence in the consumer-oriented sectors to service the growing demand for products and services. For
example, India’s POS terminal market is expected to increase from 4.72 million device installations in the
financial year 2021 to 7.89 million device installations in the financial year 2026 at a CAGR of 11% (Source:
Ken Payments Report).

Our all-in-one POS solution allows merchants to accept various modes of payment including card-based (debit
and credit cards), RFID, Bharat QR and UPI online acceptance and biometric-based (Aadhar Pay). Our device-
less portfolio comprises of payment gateway and remote payment solutions, and we also offer customized
mobile wallet solutions that can be integrated with existing payment solutions. We believe that the combination
of value added services that help merchants grow their business such as prepaid or loyalty programs and
Cash@POS, and services that help simplify their operations such as the billing software and merchant analytics
application. We also plan to use our transaction platform to provide switching services to other POS and ATM
deployers as well as banks. We have created digital solutions on the acquiring side of the payments cycle such
as Bharat QR, UPI, cards, Aadhar Pay and contactless cards, and going forward, intend to produce digital
solutions as well for the issuing side of the payments cycle.

Further, we seek to expand our services to fuel merchants by providing IPS which are integrated to the
merchants’ POS machines and Android-based POS, enabling merchants to provide services to their consumers
beyond payments. For example, our IPS-based solutions at OMC merchants allow instant cashless discounts,
offered by the Gol for transactions consummated at POS machines, to be passed on to the consumer, thus
ensuring the benefit goes to the actual consumer and also allowing seamless reconciliation for OMCs. In
addition, our payment solutions helped Dr. Lal Pathlabs integrate their invoices for samples received at various
pathology labs located in a particular area with the payments collected by their agents in such area, and enabling
Dr. Lal Pathlabs to map their payment and invoicing processes efficiently.

159
As of August 31, 2021, we had a team of 250 “feet on street” personnel, 393 channel partners and 86 bank
partnerships catering to the POS and other merchant service needs of small- and medium-scale retailers. We
focus our merchant acquisition efforts on certain verticals, such as banks, corporate merchants and OMCs.

We also intend to continue to monetise our POS network to cross-sell our VAS to merchants, such as loans
against card receivables, local account management, bill payments and domestic money transfer facilities. By
offering more VAS products, we believe that we will be able to attract more merchants to join our network.

Pivot from Payments-as-a-Service to Payments-as-a-Convenience through our Ongo Card and Ecosystem

We intend to grow our digital payments business by attracting more merchants and consumers to join our Ongo
ecosystem. We aim to do this by pivoting from ‘payment-as-a-service’ to ‘payment-as-a-convenience’. Our
Ongo ecosystem allows consumers to use one single payment system, Ongo, to make payments at POS
terminals through various modes of payment including card-based (debit and credit cards), RFID, Bharat QR
and UPI online acceptance. Merchants and consumers who initially use any of our Ongo applications benefit
from the convenience of continuing to use Ongo for other services, without having to switch to other platforms
or providers. Through our Ongo Prepaid platform, consumers only need to top up one central Ongo account to
be able to use it for the various services covered by our Ongo ecosystem. For merchants, the Ongo ecosystem
enables less paper and manual work, lower costs of payment terminals and improved customer confidence. For
OMCs, the Ongo ecosystem reduces transaction cost and billing time. Merchants and OMCs who partner with
us can tap into our pool of consumers who use our Ongo ecosystem, even if these consumers have not
previously availed of goods and serves from these dealers or OMCs.

We were among the first companies in India to launch QR-code based payments for various card schemes
(Source: Ken Payments Report). We believe that by developing mobility-based payment solutions, which
enables additional modes of making payments beside cash or card, we are able to develop customized payment
solutions, including mobile wallet offerings for our customers. Through our omni-channel payment processing
platform, merchants are able to accept payments in multiple ways. We believe this will enable us to grow our
customer touch points and other service offerings, and consequently, our total revenue.

By offering ‘payment-as-a-convenience’ to consumers, we believe that we will be able to tap into a variety of
services and platforms and expand our revenue streams. For example, following our initial contact with
consumers through our consumer POS interface, we will seek to offer them VAS at POS terminals, such as cash
withdrawals through our POS terminals which can act as micro-ATM, vehicle insurance, coupons, bill payments
and loyalty programs.

Focus on Automated Teller Machines (ATM) and Cash Recycler Machines (CRM) Outsourcing and
Managed Services

We expect the volume of cash payment transactions, and consequently, the demand for ATMs, CRMs and
related services, to continue to grow for a number of reasons, including:

e¢ The Government’s Direct Benefit Transfer program (Source: Ken ATM Report), under which subsidies
and wages are paid electronically to beneficiaries;

e¢ The Government of India’s launch in August 2014 of the Pradhan Mantri Jan-Dhan Yojana
(“PMJDY”), a plan of financial inclusion to provide banking access to all households across the
country (Source: http://www.pmjdy.gov.in);

e Replacement of existing ATMs which will drive the increase in revenue share of ATM supply in the
future (Source: Ken ATM Report);

e The expected growth in the number of CRM machines in India from 34,631 units as of March 31, 2021
to 100,276 as of March 31, 2026 (Source: Ken ATM Report); and

e An increase in interchange fee structure for ATM transactions, which was allowed by the RBI in July
2021 (Source: Ken ATM Report).

As the volume of cash payment transactions have increased, banks have increasingly outsourced management of
ATMs and CRMs, either partially or wholly, to third parties such as us. These functions include site
identification, leasing, maintenance, housekeeping, security and monitoring of ATMs and CRMs and sites. We
believe that banks will increasingly outsource their ATM and CRM management functions as they focus on
their core business and operations and seek to increase their productivity and reduce costs. As of August 31,
2021, we had 33,260 ATMs, including 3,908 CRMs, under the outsourcing and managed services models. We

160
also intend to continue to focus on our transaction switching capabilities to capture a greater proportion of the
ATM value chain.

We intend to increase the share of such outsourced or managed ATMs and CRMs in our portfolio since it allows
us to focus on increasing revenue by facilitating a greater number of transactions for both deposits and
withdrawals on ATMs and CRMs through our systems and processes and by targeting new revenue streams
from the variety of services required in the ATM and CRM products life cycle. At the same time, we intend to
reduce our costs of operating such ATMs and CRMs by improving operational efficiency through steps such as.
a central information management and tracking system and a cash forecasting system for our ATMs and CRMs.
We also intend to leverage the cash management capabilities of SVIL to make our ATM management
operations more efficient.

Further, we aim to leverage our market share, which enables us to access sizeable usage data, and our
experience, which provides us with expertise in determining ATM sites and making other related business
decisions. Moving forward, the ATM industry and the use of ATMs are continuously evolving and expanding,
with ATMs potentially being part of e-lobbies which will allow banks to offer customers all banking
transactions, information and solutions around the clock (Source: Ken ATM Report).

Focus on Enhancing our Integrated Technology Payments Platform

We intend to leverage our product and services portfolio to provide additional customized payment solutions as
well as develop integrated payments platform for our customers. We have deployed automation solutions across
various industries over the years and using our in-house expertise, we have the technical capability to offer our
customers with integrated payments solution linked to the existing solutions we have provided such as billing
terminals. For instance, by leveraging our experience of automating fuel stations in India, we launched Fastlane
as the first integrated RFID payment solution for fuel in India. We intend to offer additional customers with
integrated payments solution and believe that integrating various technology solutions provides us an edge over
our competition as well as allows us to retain customers for multiple years. As we offer our existing POS
solutions to new industries, we are able to rely on or extend our existing support infrastructure, while providing
new or customized solutions.

We were among the first company in India to launch QR-code based payments for various card schemes
(Source: Ken Payments Report). We believe that by developing mobility-based payment solutions, which
enables additional modes of making payments besides cash or card, we are able to develop customized payment
solutions (including mobile wallet offerings) for our customers. Through our omni-channel payment processing
platform, our customers are able to accept payments in multiple ways. We believe this will enable us to grow
our customer touch points, other service offerings and total revenue.

Focus on Cash Management Services

We launched our cash management business through our subsidiary SVIL in 2012 with the objective of gaining
better control over an important component of our ATM outsourcing and managed services business. Having
gained scale and operational efficiencies in this business, we intend to grow this business further by leveraging
our experience and other factors such as:

e the increasing trend of banks outsourcing their ATM operations and retailers outsourcing cash pick-ups
to third parties such as us;

e the expected increase in the number of ATMs in India due to various financial inclusion initiatives of
the Indian Government, such as the PMJDY. The number of ATMs in India under managed services is
projected to increase from 217,000 as of March 31, 2022 to 232,000 ATMs by the financial year 2026
(Source: Ken ATM Report);

¢ our subsidiary, SVIL, being the only cash management company that has followed MHA guidelines
dated August 8, 2018 and RBI guidelines dated April 6, 2018 on a pan-India basis. (Source: Ken ATM
Report), which we believe will enable us to offer our customers robust infrastructure and services in
compliance with such MHA guidelines, and thereby allowing us to secure favourable fees from our
customers and improving our margins; and

161
e  SVIL being one of the few providers to implement the cassette swapping system across multiple ATM
locations in Mumbai, Maharashtra, Pune, Maharashtra, and Bangalore, Karnataka (Source: Ken ATM
Report), allowing us to derive an additional revenue stream under our cash replenishment business and
further improving our margins.

We also intend to expand the geographical scope of our cash management business and explore opportunities in
new cash user segments. We will continue to focus on providing services such as cash pick-up, cash-sorting and
cash-deposit services to various establishments, including retail outlets. We intend to offer such services through
the use of sophisticated technology, with little or no human intervention, with an objective of enabling these
establishments to reduce their working capital cycles.

Expand Internationally

While we expect India to remain the focus of our future business initiatives and various managed services and
outsourcing bundles, we also evaluate opportunities in developing markets in Asia where we have had recent
successes in deploying our digital platform and securing multi-year managed services and outsourcing deals. We
plan to continue to leverage on the technology and products developed in India and provide these solutions to
other countries to facilitate financial inclusion, demonstrating the same cross-sector expertise we have in India,
and to further diversify our business. At the same time, our international operations provide us experience and
give us insights that we believe we may be able to harness for our Indian operations.

We currently have local teams in Sri Lanka, Singapore, Cambodia, Philippines and Indonesia. For the five
months ended August 31, 2021 and the financial years 2021, 2020 and 2019, we derived %306.85 million,
2769.87 million, 7817.64 million and 2706.96 million of revenue from our overseas operations, representing
4.1%, 4.4%, 4.5% and 3.9% of our total revenue from operations, respectively. We plan to further penetrate
these markets by scaling up our existing businesses or offering new products or services where we identify gaps
in the market or opportunities for potential growth or consolidation. We take a customized approach to the
market we plan to enter, such as by providing certain services that we foresee would be popular or relevant in
those locations. We will continue to explore opportunities in Asia and ways in which we can leverage our
existing network, expertise and the experience of our managerial personnel based out of our overseas offices to
expand our business internationally.

DESCRIPTION OF OUR BUSINESS
We provide end-to-end cash and digital payment solutions and technology for the banking, retail, petroleum, e-

commerce and fintech sectors in India, Sri Lanka, Singapore, Cambodia, Philippines and Indonesia. We operate
in three broad business segments:

e Payment Solutions, which comprises ATM and CRM outsourcing and managed services, cash
management services, iCDs, digital payment services which include toll and transit solutions, Fastlane,

transaction switching services, services through POS machines and agency banking;

e Banking Automation Solutions, which comprises sale of ATMs and CRMs, currency technology
products and self-service terminals and related services and upgrades; and

e Other Automation Solutions, which comprises sale of machines and related services to customers in the
retail, petroleum and colour sectors.

The following table sets out our revenue for the various business segments in which we operate for the periods
indicated:

(@ in millions)

 

 

 

 

 

 

 

 

 

 

Financial Years
Segment Five months
ended August 2021 2020 2019
31, 2021
Payment Solutions 5,613.11 13,505.83 13,784.30 12,778.15
Banking Automation Solutions 1,040.85 1,598.35, 2,108.72 2,460.98
Other Automation Solutions 880.04 2,485.26 2,111.41 2,818.29

 

162

 
The combination of our Payment Solutions, Banking Automation Solutions, and Other Automation Solutions
business segments enables us to provide end-to-end solutions and technology to banks, retail chains, small and
medium scale retailers, service providers, petroleum retailers and financial institutions, thereby equipping them
to offer a complete payments ecosystem to their end customers. The payment ecosystem that we seek to service
is represented below:

  

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ac supra Cuvtral Cemon 247 — inks Savion A Cals Opntatone & atch & igen Agi
Somers mre yon eee i. Morcha & POS, 2

Payment Solutions

Our Payment Solutions segment is an omni-channel payment platform, and comprises cash solutions which
consist of ATM and CRM outsourcing and managed services, cash management and iCD, digital payment
services which include toll and transit solutions, Fastlane, transaction switching services, services through POS
machines and agency banking.

The following diagram sets out our omni-channel payment platform:

   
 
 

INTERFACES,

IMPS»

   

Cash Solutions
Automated Teller Machines (ATM) and Cash Recycler Machines (CRM) Outsourcing and Managed Services

The following diagram sets out the various components of ATM and CRM outsourcing and managed services:

163
Managed Services (MSP)

se
‘Monacring, ncideet Second Kine
‘Management = Aainienance

  

In our ATM outsourcing services business, we offer an end-to-end ATM outsourcing model where we are
generally responsible for sourcing sites and owning, deploying, maintaining and managing the ATMs and
related assets set up by us. The deployment process for an ATM begins with its site identification and selection.
We had a dedicated site selection team, including a channel management sub-team, field operations sub-team
and sourcing and implementation sub-team, of 279 employees, as of August 31, 2021, spread across India who
identify, visit and shortlist suitable sites. We source and select sites in consultation with our bank customers,
which is often based on the deployment formats of the banks. We enter into lease agreements with the landlords
of the sites, then install the ATMs and related assets. In this model, we retain the proprietary and beneficial
interest in the ATM and its related assets during the term of our agreement with our customers. Similarly, in our
CRM outsourcing services business, we offer an end-to-end CRM outsourcing model where we are generally
responsible for sourcing sites and owning, deploying, maintaining and managing CRMs.

Under our ATM managed service business, while we are generally responsible for services in respect of the
ATMs and the sites, the banks own the ATMs and are responsible for site sourcing, switching and transaction
processing. Similarly, under our CRM managed service business, while we are generally responsible for
services in respect of the CRMs, the banks own the CRMs and are responsible for site sourcing, switching and
transaction processing.

In both businesses, we are responsible for the maintenance of the ATMs (through first line and second line
maintenance), along with cash management services such as cash forecasting, cash reconciliation, cash
replenishment and upkeep of the site. We also ensure the ATMs are connected to the applicable host customer’s
switch to enable the driving, switching, authorization and processing of transactions by the host customer. We
also monitor sites from both an operational and profitability perspective, and we relocate ATMs if and when
required.

In both businesses, our payment terms for our services are either on a fixed monthly fee basis or on a per
transaction basis. Under our contracts, a transaction could be financial, non-financial, on-us (by a card holder of
the same bank or financial institution as the ATM), off-us (by a card holder of a different bank or financial
institution as the ATM), or a combination of these categories. Certain contracts also provide for a minimum
guaranteed payment to us. Under our outsourcing services contracts, upon the expiry of our agreement with the
banks, the banks generally have a right to take over and purchase the ATM and its related assets at a price
calculated in accordance with the terms of our agreement. In a few outsourcing services and managed services
contracts, we are also required to pay an upfront fee to our customer, which is amortized over the duration of the
contract.

Under our outsourcing and managed services contracts, we are generally responsible for the following at the
site:

ownership of the ATM(s) and CRM(s) and related assets (in complete outsourcing contracts only),
including:
©  anuninterrupted power supply unit with batteries;

the very small aperture terminals and modems;

the air-conditioner(s);

furniture and fixture;

video surveillance, if applicable;

site sourcing and the expenses involved with it (applicable for outsourcing contracts only);

leasing of the entire site;

rent deposits or rents in advance;

electricity expenses;

ATM monitoring (uptime) and maintenance;

help desk management;

incident management;

ooo°o

164
cash reporting and reconciliation;

cash clearance/loading;

consumables replenishment;

MIS reporting;

vendor management;

insurance of sites, ATM(s) and related assets;

cash forecasting, management and replenishment; and
switching services, if required by the bank.

We usually outsource the repairs and maintenance of the physical site, housekeeping and security services to
other agencies. Cash management services, including cash replenishment and reconciliation services, are either
sub-contracted to our subsidiary SVIL or to another service provider. Under some managed service contracts we
provide select services such as cash management service or monitoring services.

The following map shows the locations of the approximately 14,099 ATMs and CRMs which we operate under
our outsourcing contracts and 19,161 ATMs and CRMs under our managed services contracts in India, as of
August 31, 2021:

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9D rand Total 33.260

The following table sets out usage data for ATMs and CRMs under our outsourcing and managed services
contracts:

 

 

 

 

 

 

 

 

 

Five months Financial Years
ended
Een 2021 2020 2019
2021
(in millions)
Number of Revenue Generating Transactions 162.14 435.72 577.72 532.64

 

As of August 31, 2021, approximately 55% and 45% of our total ATMs and CRMs that were under our
outsourcing and managed services business had fixed monthly and per transaction fee structures (including
hybrid models), respectively.

165

 
Cash Management

We undertake cash management services through our wholly-owned subsidiary, SVIL, which commenced its
commercial operations in April 2012. SVIL specializes in ATM cash replenishment, CIT, retail cash
management or doorstep banking, complete line maintenance and cash processing and vaulting services.

The services offered by SVIL, which are on a fixed or variable fee basis, include:

e ATM Services: The ATM services offered by SVIL include MHA-compliant ATM cash replenishment,
cassette swaps service with a robust software-based reconciliation, first line maintenance, deposit pick-
up and cash processing. We also train SVIL employees in providing first and elements of second line
maintenance for our ATM hardware, thereby enabling SVIL to provide complete line maintenance of
ATMs for our cash management customers and thereby minimizing ATM downtimes. As of August
31, 2021, SVIL provided cash replenishment for 46,214 ATMs, and for the five months ended August
31, 2021 and the financial years 2021, 2020 and 2019, replenished a daily average amount of 220
billion, 220 billion, 210 billion and 29 billion, respectively. We typically charge our services based on
the number of ATM replenishments.

e¢ Cash Pick-up Services and Doorstep banking: Cash pick-up services comprises picking up cash from
our customers’ outlets, which include bank vaults and entities who handle large volumes of cash as part

of their day-to-day operations, such as large retailers and petrol stations. SVIL picks up cash from such
outlets in a safe and secure manner, processes the cash, and deposits it at the customer’s designated
location, such as the customer’s bank. As of August 31, 2021, SVIL serviced approximately 4,210 cash
pick-up and doorstep banking points.

e Cash in Transit Services: As part of its CIT services, SVIL provides for the safe transport of cash. The
cash is carried in armoured vehicles from bank vaults to bank branches or via vault to vault
movements, which are monitored through an in-house GPS tracking system. The vehicles are guarded
by armed security personnel and are equipped with speed jammers and geo-fencing devices.

e Cash Processing and Vault Services: Cash processing services offered by SVIL include counting and
sorting services and reconciliation services. SVIL has trained personnel and facilities to handle large
volumes of cash and ensure cash processing speed and accuracy. Cash vault services enable better
management of cash operations and delivers a complete cash processing outsourcing solution for
financial institutions. Cash vault services include currency inventory management, including
maintaining currency in secure vaults and managing the inventory for cash shipment and consolidation
and branch deposit processing. As of August 31, 2021, SVIL had approximately 475 vaults and spoke
locations covering approximately 1,860 cities and towns in India.

e Dedicated Cash Vans: We offer dedicated cash vans to our customers. These cash vans are used by
banks and financial institutions to transport cash and other valuables as per their requirements. As of
August 31, 2021, SVIL had 267 dedicated cash vans.

As of August 31, 2021, SVIL employed 8,716 personnel in India. SVIL’s employees go through a rigorous
background check, which is carried out by an independent third-party service provider, to verify the credentials
and background of employees that deal directly with cash. Due to the risks involved in its operations, SVIL.
maintains cash in vault, CIT and crime and errors and omissions insurance coverage.

166
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Intelligent Cash Deposit

iCDs are self-service terminals that handle cash deposits for the retail industry. These machines are used to
deposit cash by the retailer, significantly reducing the time taken for cash pick-up. iCDs are manufactured by us.
iCDs can also identify fraudulent banknotes at the time of deposit with real-time transaction update using
remote monitoring. The deposited notes are then sealed and securely stored in a vault or bag housed inside the
machine before being deposited in the customer’s bank. Our iCD contracts have terms ranging from three to five
years, and we are paid for our services based typically on the amount of cash collected.

Digital Solutions

Transaction Switching and Electronic Payment Solutions

Our transaction switching services enable us to offer an outsourced platform for providing integrated payments.
processing, card management and merchant solutions. Switching a transaction involves authorisation, clearing
and settlement of such transaction. A switch is software which performs these functions across multiple devices
and payment networks and systems. We assist our customers in routing and processing electronic transactions
and also assist banks in migrating their existing card base, issuing new cards and authorizing cards. We started
providing transaction switching services with the acquisition of a licence for the Postilion switch from an
affiliate of ACI in 2011. For the five months ended August 31, 2021 and the financial years 2021, 2020 and
2019, we processed 487.10 million, 1,094.93 million, 871.74 million and 936.83 million switching transactions,
respectively. Our transaction switching services customers include banks and financial institutions such as RBL.
Bank Limited, Utkarsh Small Finance Bank Limited and BTI India Payments Private Limited.

Our transaction switching services include the following functions:

e — setting up an interface with the networks, including Mastercard, Visa, American Express, Cash Tree,
NES, banks ATM networks and customer services;

¢ — integration with payment gateway portals;

e setting up an interface with the device handlers, including with ATM manufacturers and POS
terminals;

e displaying marketing messages;

¢ — setting up single PIN features across various banking channels;

e ATM monitoring;

167
encrypting PINs and transactions;

card embossing;

customizing transaction slips;

multi-currency support;

POS management; and

reconciliation of various transactions along with the issuing and acquiring transactions.

We have also entered into an arrangement with a public sector bank to provide card-less cash withdrawal from
ATMs using QR code.

We also provide electronic payment solutions, where we integrate a variety of payment channels, including
internet payment gateways and several mobile payment systems, to route, switch and process electronic
transactions. Our transaction switch acts as the backbone of our electronic payment solutions offering, which is
also offered through our wholly-owned subsidiary, ITSL.

In 2016, we extended our relationship with ACI to offer our customers a variety of payment solutions including
BASE 24-eps, UPF and fraud management as a service on pay per-transaction basis, significantly reducing the
complexities associated with adopting these solutions especially for smaller banks and financial institutions.

In both transaction switching services and digital payment solutions, our payment terms for our services are
either on a fixed monthly fee basis or on a per transaction basis.

Merchant Solutions

To focus our efforts on digital payments and penetrating the market, we decided to commence our operations in
this area through our subsidiary ITSL in 2013. Our merchant services include device-based and device-less
payment solutions, prepaid and loyalty programs, Cash@POS, payment gateway and remote payment solutions,
loans against card receivables and other value added services.

e@ Payment Acceptance: We provide both device-based and device-less payment acceptance options. Our
solutions span across numerous industries and cater to diverse merchant needs. Enabled with a
seamless payment technology, we provide acceptance solutions for all forms of digital payments
including card-based (debit and credit cards), RFID, Bharat QR and UPI online acceptance and
biometric-based (Aadhar Pay). Our payment acceptance contracts have terms ranging from three to five
years, and we are paid an initial setup fee, and either a monthly fixed fee or as a percentage of total
GTV, or a combination of both.

« IPS for OMC retail outlets with opportunity to monetise the POS machines: We have developed an
integrated payments proposition for petroleum retail outlets in which the POS machine is connected
with the existing fuel automation, to provide control over transactions on the POS machine. We are
paid a percentage of GTV and monthly rental under these arrangements.

The table below shows our financial and operational metrics for our merchant services:

 

 

 

 

 

 

 

 

 

 

 

Five months Financial Years
ended 2021 2020 2019
August 31,

2021
Number of Terminals 221,066 207,335, 171,809 111,773
Number of Merchants 180,993 172,181 141,643, 93,729
Number of Transactions (in millions) 72.85 121.27 85.67 195.19
Total Gross Transaction Value (GTV) (in & millions) 123,498 205,718 142,750 81,962

 

Prepaid and Loyalty Programs: We have introduced technology to assist SMEs in launching their own
loyalty programs. Ongo Prepaid and Rewards programs offer flexibility to the merchant for defining
programs and also provide customized solutions enhancing their brand proposition. We also provide
customized mobile wallets and prepaid programs for large organisations. As part of these services, we
are typically paid a percentage of total loading value.

168

 
and rural areas, and the customer would secure additional revenue streams from transaction fees. We equip the
customer with the appropriate technology, run the same on its behalf and participate in the revenue generation
model. Our agency banking contracts have terms ranging from three to five years, and we are paid for our
services on a fixed fee basis or based on the value of transactions.

Banking Automation Solutions

Our Banking Automation Solutions segment covers sale of ATMs and CRMs, currency technology products and
self-service terminals and related services and upgrades.

Products

We sell ATMs, cash dispensers, CRMs and other self-service terminals, such as check deposit kiosks and multi-
functional information kiosks. We also sell our own brand of banking hardware products, such as note sorters.
We sell our Banking Automation Solutions products to banks and financial institutions.

Our banking automation product offerings include:

e ATMs and Cash Dispensers: ATMs and cash dispensers enable customers to access their bank accounts
to make cash withdrawals (or credit card cash advances), fund transfers, check account balances and
print statements. ATMs can also be used for other VAS, which vary from bank to bank. In line with the
dynamic needs of the banking industry, we offer ATM hardware and software solutions in India with
varying designs, cash management and dispensing configurations, security solutions, such as finger
print sensors, and software and hardware. In 2015, through cooperation agreements with Wincor
Nixdorf (now Diebold Nixdorf), we began assembling ATMs and cash dispensers in our Daman
facility. We also develop sites, supply related assets and carry out site interior construction work. Since
we signed the cooperation agreements with Diebold Nixdorf and as of August 31, 2021, we had
assembled 14,558 ATMs.

@ CRMs: CRMs allow a bank’s customer to make deposits which are sorted into various denominations
and are used for cash dispensing. All successful transactions are instantly credited and clients are
issued an advice slip as a confirmation of the transaction. CRMs lower the cash handling cost by
recycling the deposited cash and optimizing the cash replenishment and pick-up process.

For the five months ended August 31, 2021 and the financial years 2021, 2020 and 2019, we sold 503, 1,497,
2,327 and 3,486 ATMs and CRMs, respectively.

As of August 31, 2021, we had installed approximately 72,000 ATMs and CRMs. The following map shows the
locations of our 25,092 ATMs and CRMs under service in India as of August 31, 2021:

170
The table below shows total loading values for Closed User Group cards under the prepaid and loyalty programs
run on our platform:
(in millions)

 

 

 

 

Five months ended Financial Years
August 31, 2021 2021 2020 2019
Total Loading Value 5,904 40,174 69,142 49,514

 

 

 

 

 

As of August 31, 2021 and March 31, 2021, 2020 and 2019, we had issued 2.36 million, 2.16 million,
1.79 million and 1.28 million prepaid cards, respectively, since we introduced the prepaid and loyalty programs.
run on our platform. In April 2021, to further enhance our digital capability and to leverage on ITSL’s PPI
authorisation, we started our open loop Ongo prepaid card, which can be used by consumers to pay for
transactions such as online and offline shopping and fuelling. In a letter dated May 21, 2021, the RBI renewed
ITSL’s authorisation on a perpetual basis, subject to ongoing compliance and reporting requirements.

e Cash@POS: Cash@POS facility allows debit card holders to withdraw cash by swiping their cards at
the merchant’s POS terminals.

¢ Merchant Application and Portal: Our application Paytrack allows the merchant to manage multiple
stores and POS machines, view transaction trends, charge slips, settlement status, raise service
requests, and sign up for the latest offerings.

e Loans against card receivables: We assist merchants to make secured and paperless applications for
loans through our tie-ups with financial institutions.

© Ongo Billing++: We provide a billing software made for organized and standalone retail stores which
is pre-integrated with all payment modes and prepaid solutions offered by us.

Fastlane

Our Fastlane solution is a cashless, contactless and paperless payment technology which utilizes advanced
RFID technology. Vehicles are fitted with an RFID tag near the fuel tank inlet and the nozzle of the fuel
dispenser is equipped with a RFID reader, alternatively vehicles are fitted with an RFID sticker which is read by
the POS device. This system enables fleet operators and retail consumers to ensure that vehicles are filled with
the right grade and quantity of fuel, to keep track of fuel consumption and expenses per vehicle on a real-time
basis (through online reports) and to reduce the risk of pilferage. The mobile application allows the user to
preset the fueling amount and the system ensures meter reading is auto-set to zero. The payment is carried out
through a prepaid wallet on a mobile application on which the amount of fuel is preset. Our Fastlane solution
also includes a loyalty and rewards program that provides cashback to our customers. We are paid for our
services both on a fixed fee basis and based on the value of transactions. As of August 31, 2021, Fastlane was.
live across approximately 144 HPCL fuel outlets across Mumbai, Maharashtra and Pune, Maharashtra.

Toll and Transit

We offer transit business solutions to foster smart card-based travel by integrating Automatic Fare Collection
(“AFC”) into leading travel infrastructure systems. AFC is a complex framework of hardware and software
solutions for fare collection at entry and exit touch points at public transport networks such as metro trains, bus:
rapid transit system enabled buses and boats. We have successfully deployed and launched such completely
automated smart ticketing system at Punjab Bus Metro Society at Amritsar and an automated fare collection
system at Kochi Metro Rail Limited at Kochi. Our toll and transit contracts have terms ranging from three to ten
years, and we are paid for our services both on a fixed fee basis and based on the value of transactions.

We have also entered into a strategic agreement with RBL Bank Limited in relation to a proposal to provide an
integrated prepaid card solution based on the NCMC at Bangalore Metro Rail Corporation Limited stations,
comprising the provision, acquisition and issuance of NCMC cards.

Agency Banking

We connect customers to our partner banks and retailers, creating complementary or alternative digital
distribution channels. Retailers would have access to affordable and efficient digital payment instruments such

as QR payments, banks would leverage on the customer’s agents as alternative distribution channels in remote

169

 
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Banking Transaction Terminals: Banking transaction terminals are a variety of automated self-service
banking platforms that include:

© automated cheque deposit terminals, where cheques can be instantly scanned and deposited or
cashed; and

© multifunction self-service kiosks, where non-cash financial transactions such as balance inquiry,
mini-statement and PIN change can be conducted.

Note Sorters: Note sorters are widely used during the collection and sorting of large amounts of
banknotes. They can simultaneously authenticate and classify banknotes, and can perform functions
such as note counting, value counting and sorting notes by denomination, fitness, orientation and face.
Note sorters can also check for counterfeits by using an optical array utilizing visible infrared, as well
as a mechanical system of thickness checking, to inspect notes.

We provide the following banking service offerings to our customers:

Annual Maintenance: We supply and install ATMs and CRMs for our customers, who then engage us
to provide maintenance on such ATMs and CRMs after their respective warranty periods have expired.
Under our annual maintenance contracts (‘AMCs”) with these customers, we provide second line
maintenance for their ATMs and CRMs, including the provision of remedial hardware maintenance,
replacement parts, and preventative maintenance. We are generally required to maintain a minimum
uptime for our customers’ ATMs and CRMs. The duration of our AMCs range between one to three
years, renewable at the option of the parties, and we are paid a fixed AMC fee, in annual, semi-annual
or quarterly instalments. As of August 31, 2021, we provided maintenance for 25,092 ATMs, cash
dispensers and CRMs.

Upgrades and Software: We provide our customers with hardware as well as software upgrade services
for a fixed, one-time fee. Hardware upgrades include the addition of certain components or modules to
installed ATMs and CRMs such as anti-skimming devices, Digiview biometric modules, one-time code
locks and other hardware upgrades. Software upgrades include service offerings on ATMs and CRMs
such as terminal security, chip card licenses, operating system upgrade and other software upgrades.

171
We also assist our customers in customizing the base ATM and CRM software, including the
determining of interface and functions.

© Spare Parts: We stock spare parts for the repair of ATMs, CRMs and other automated banking
hardware products for a fixed, one-time fee. Unless under warranty, spare parts used in the repair of
our customers hardware systems are charged to them.

Other Automation Solutions

We also provide technology solutions to customers in the banking, retail, petroleum and colour sectors in our
Other Automation Solutions business segment that enables them to provide technology-driven automated
payments and dispensing solutions to their end customers.

Retail Sector Operations

Our retail sector offerings include cash and card billing hardware and software, store automation peripherals,
store automation solutions and kiosks. We offer our retail sector clients products and services for automating the
cash and card billing terminals at their establishments, enabling them to manage their customer check-out lanes
and customer billing processes in an automated manner. Our retail sector billing solutions are designed to be
integrated with multiple modes of payment systems providing payment flexibility to our retail sector clients’
customers. We also offer products for the management of digital signage. We provide annual maintenance
services for our customers.

Products
Our retail sector product offerings include:

¢ Cash Billing Terminals: We offer Diebold Nixdorf's cash billing terminals and solutions to our retail
customers. The configuration of the cash billing terminals depends on the type of establishment, such
as supermarket, single-brand retail stores or multiplex. As of August 31, 2021, we had installed
approximately 46,800 cash billing terminals.

e Digital Signage Software: We provide digital signage and related software, which can be used for
managing digital signage, scheduling, customized marketing and information messages through these
signages, managing designs, generating logs and alerts. Our key product offering in digital signage
software delivers targeted messages to end customers at our customer’s business location. It is a feature
that captures animated content, real-time text ticker and video jukebox to make it engaging and
interactive for the customers while displaying entertainment and information content.

Services

As part of our retail sector service offerings, we provide maintenance services, software customization,
hardware upgrades and spare parts for repairs of POS terminals and other automation equipment. We also
provide managed services to our retail sector customers, where we manage the network of retail outlets, which
include managing the retailer’s information technology infrastructure in retail stores and warehouses to enable
them to serve their clients.

Petroleum Sector Operations

Our petroleum sector operations involve the automation of downstream supply chain operations of petroleum
companies, including outlet automation. Our offerings at the petroleum outlet are aimed at assisting oil
companies in implementing their quality and quantity assurance initiatives for customers, and providing an

infrastructure to cater to various demands of the customers.

Our customers in this sector include petroleum companies such as IOCL and HPCL. As of August 31, 2021, we
had automated approximately 17,924 petroleum outlets across India.

172
Products

The key component of our petroleum outlet automation system deployed at an outlet is a forecourt controller,
which interfaces with various dispensers and tanks in the outlet. In addition to wet-stock reconciliation, this
system has additional functions such as remote site monitoring, central price changes, RFID-based attendant
tagging, enabling credit and debit card transactions from the forecourt, automatic indenting of products and
aggregation of data for a network of outlets into a centralized system.

Services

Our service offerings to oil companies comprise:
operational, implementation and support services;
maintenance support services;

helpdesk and remote support services; and
software upgrade and customization services.

Colour Sector Operations

Our colour sector offerings include automatic paint dispensers capable of delivering the right shade of colour,
which we supply to paint companies. Paint companies have shifted to the manufacture of only white base paints
and pigment concentrates, also known as colorants. We manage the entire life cycle of these machines including
deployment, implementation, and maintenance. We also provide operational and software training for our
customers. Our customers include Asian Paints Limited, Kansai Nerolac Paints Limited and Berger Paints India
Limited.

We have entered into an agreement with Fast and Fluid Management B.V. for the manufacture and licensing of
technology with respect to XSmart, a model of paint dispenser, and have the right to purchase and resell XSmart
and parts for XSmart in India, Sri Lanka, Nepal, and Bangladesh. As of August 31, 2021, we had installed
approximately 88,521 colour dispensing machines across India.

Our International Operations

We also provide products and services under our Banking Automation Solutions and Payment Solutions
segments to Southeast Asian countries, such as Singapore, Cambodia, Philippines and Sri Lanka. We conduct
our international operations through our Singapore subsidiary, Novus Technologies Pte. Ltd. (“Novus
Singapore”). Our Cambodia operations are conducted through our subsidiary Novus Technologies (Cambodia)
Company Limited, our Sri Lanka operations are conducted through our subsidiary Novustech Transact Lanka
(Private) Limited, and our Philippine operations are conducted through Novus Transact Philippines Corporation.
In Indonesia, we have entered into a joint venture with PT. Sumber Cipta Multiniaga and PT. Muria Kencana
Indah. to provide POS acquiring solutions in Indonesia. Through such joint venture, we have started offering
POS acquiring solutions and merchant acquiring solutions to one of the largest banks in Indonesia.

In Sri Lanka, as of August 31, 2021 we provide a total outsourcing solution for machines in newly-built self-
service branches comprising ATMs, recyclers and kiosks, as well as switching services and 24/7 monitoring. As
of August 31, 2021, we provided outsourcing solutions for 1,273 ATM/kiosks. Under the terms of contract, we
are paid both on a fixed fee and on a per ATM basis.

In the Philippines, we provide our agency banking platform and POS deployment enabling rural banking to a
bank.

Our Suppliers and Technology Partners

Over the years, we have partnered with leading global players such as ACI and Diebold Nixdorf.

We have a long-standing relationship with Diebold Nixdorf since 2004 and until July 2015, we offered their
ATMs, cash deposit machines, cash re-cycling machines and banking transaction terminals. We entered into two
cooperation agreements with Diebold Nixdorf on July 15, 2015, pursuant to which we started manufacturing our

own cash dispensers in India. The first cooperation agreement, for manufacturing cash dispensers, expired on
September 30, 2018. The second cooperation agreement, covering semi-knock down units (“SKD Cooperation

173
Agreement”), is valid until December 31, 2022. Under the SKD Cooperation Agreement, if we fail to procure
the specified minimum number of units of semi-knock down kits by the end of calendar years 2021 and 2022,
we must pay liquidated damages of US$92.0 per missing unit; conversely, if we are able to procure the
minimum number of units in a calendar year, we are entitled to a discount of US$92.0 per unit delivered.

We also entered into an agreement with ACI Worldwide Solutions Private Limited and ACI Worldwide
(Ireland) Limited on November 3, 2016 (“ACI Agreement”) to provide switching, fraud and risk management
systems as a service. Under the ACI Agreement, we have the exclusive right in India to co-sell and co-market to
our end users, in the manner contemplated in the ACI Agreement, ACI’s products such as BASE 24-eps, UPF,
and fraud management covered in the ACI Agreement. ACI will charge us monthly fees based on transactions.
or active account subscription fees for each licensed software product, and we will in turn offer such services to
our end users bundled with our offerings. If we receive an offer from a third party to provide products not
covered by the ACI Agreement, ACI has a right of first refusal to provide these products to us under the same
terms and conditions offered by the third party. The ACI Agreement has an initial term of seven years, and may
be pre-terminated for material breach of one party or by mutual written consent.

Our Infrastructure Facilities

We have a 6,987.84 square metres facility at Daman, where we assemble, stage and conduct the testing of
ATMs and other products. Our Daman facility has the capacity to manufacture up to 1,000 ATMs every month.
The facility also acts as a warehousing facility for our ATMs.

We have set up a 3,409 square feet innovation centre in Mumbai, Maharashtra where we demonstrate our end-
to-end capabilities of designing, installing and integrating the hardware and software solutions that we provide.
We have also set up an in-house testing and repair centre in Navi Mumbai, Maharashtra to support all our
business sectors and a technology support which is operational round-the-clock to assist our customers. We also
have a central warehouse facility at Kalamboli, Maharashtra totalling 19,785 square feet.

Our office premises, ‘AGS House’, in Mahape, Navi Mumbai, Maharashtra, has six floors and covers a total
built-up area of approximately 8,000 square metres. These premises house our technical support and operational
teams, monitoring centres, software lab, and the related infrastructure. In addition, we have a 24x7 call centre
located in Airoli with an area of 26,938 square feet that provides support to our customers.

Enterprise Resource Planning

We use an information management system to facilitate the flow of information among all our business
functions, thereby ensuring quick decision making of key business processes and other routine functions. We
aim to avoid the duplication of efforts across different departments and thereby facilitating faster processing of
work, payments and invoices. We also use our information management system to assist in day-to-day
management, support strategic planning and help reduce operating costs by facilitating operational coordination
across functional departments. It has also helped us to streamline production, and forecast raw material and
finished goods requirements. We have implemented SAP system to help facilitate this.

Human Resources

As of August 31, 2021, including our subsidiaries, we had 34 branch offices across India and an employee base
of 12,935 personnel, including 1,562 engineers and 6,158 ATM officers, engaged in our core operations. Our
employees are not unionized.

We are committed to providing continuous training and development in order to enhance the skills and
competencies of our entire workforce. Employees are monitored by supervisors and supervisors can refer
employees for training. The aim of training is to ensure that all the employees are given the necessary help to
develop the knowledge, skills and attitude that they require to carry out their jobs efficiently and to provide
every opportunity of career development. Our programmes are directed towards identifying individual
motivation and linking individual aspiration to our Company’s goal. We also have in place various programmes
such as an employee stock option plan, internal awards and recognitions and town hall meetings, where
employees and senior management can exchange ideas and grievances, to motivate and build the loyalty of our
employees. We have also implemented a human resource management system that allows us to manage
attendance and performance.

174
The following table provides the breakdown of our employees by department as of August 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

Department/Type of Personnel As of August 31, 2021
Management 33.
ATM Officers 6,158
Service Engineers 1,562
Operations & Support 3,611
Technology Development Team 213
Corporate Function 189
Help Desk 270
Site Sourcing and Rollout 279
Sales and Marketing 280
Cash Forecasting & Monitoring 340
Total 12,935,

 

 

‘Note: 4,791 of our personnel are on roll employees (i.e., on our payroll).
Sales and Marketing

Our Sales and Marketing strategy focuses on enhancing revenue streams by leveraging established relationships
and building competitive advantage through a wide range of product offerings. We regularly participate in trade
fairs and exhibitions in India and overseas to gain recognition in the industry and to build relationships. We have
an innovation centre designed as a virtual branch in Mumbai, Maharashtra where we pitch and demonstrate our
capabilities to our potential customers. Understanding the needs of our customers, developing a better
understanding of their requirements and promoting our services to address the gaps is a core sales and marketing
strategy that we have followed.

We have strengthened our presence in the digital payment industry through our sales team comprising personnel
based in India and overseas. This team has been expanding since December 2015 and spans across direct sales.
channel, distributor/aggregator/channel partner model, synergies through bank relationships and key accounts.
As of August 31, 2021, we had a team of 250 personnel, 393 channel partners and 86 bank partnerships catering
to the POS and other merchant service needs of small and medium scale retailers. Our teams cater to the
growing demand for digital payment solutions in both urban and rural markets. We are particularly keen on
securing long-term contractual arrangements and pursuing strategic relationships with our customers.

Health and Safety

We aim to comply with applicable health and safety regulations and other requirements in our operations and
have adopted a health and safety policy that is aimed at ensuring the safety of our employees and the people
working on our sites or under our management. We believe that accidents and occupational health hazards can
be significantly reduced through a systematic analysis and control of risks and by providing appropriate training
to our management and our employees. We have implemented work safety measures to ensure a safe working
environment at our facilities and to the general public. Such measures include general guidelines for road safety
and health and safety at our offices and factory, such as accident reporting, wearing safety equipment,
maintaining clean and orderly work locations and looking out for and reporting of hazardous situations to
supervisors as part of accident prevention.

Insurance

Our operations are subject to certain hazards such as infidelity of our employees, risk of equipment failure,
breakdown of machinery, work accidents, theft, burglary, vandalism, fire, earthquakes, flood and other force
majeure events, acts of terrorism and explosions, including hazards that may cause injury and loss of life, severe
damage to and the destruction of property, equipment or cash that is in our possession and environmental
damage. Our principal types of insurance coverage include errors and omissions insurance, cash in iCD machine
policy, merchant fraud policy, transit/marine insurance, cash insurance, ATM site insurance, stock insurance,
vehicle insurance, commercial general liability insurance, directors and officers liability insurance, office shield
insurance policy, group medical claim and accident policy, cyber liability insurance, all risks for cash in transit
and vault insurance and money insurance. Our policies may expire in the normal course of our operations and
we typically renew our insurance policies periodically. Our insurance policies may not be sufficient to cover our
economic loss. See “Risk Factors — Internal Risk Factors — Our insurance coverage may not adequately protect
us against all material hazards.” on page 47.

175

 
Intellectual Property

As of the date of this Prospectus, we own 226 trademarks and three copyrights which we use across our
operations. Further, we have made one patent application, 22 trademark applications and four copyright
applications. For further details of the intellectual property owned by us, see “Government and Other Approvals
~ Intellectual Property” on page 387.

Competition

The level of competition in the ATM, cash management and PoS sectors in India is considerably high. The
charge of services by service providers fluctuates on regular intervals. This is largely done in order to remain
competitive in the market. See “Industry Overview” on page 116.

Property

We have entered into leave and license agreements in respect of our Registered Office with Mr. Ravi B. Goyal,
one of our Promoters and Directors, and Mrs. Anupama R. Goyal, one of our Directors and a member of the
Promoter Group, which are valid until December 9, 2024 and August 15, 2024, respectively. For further details,

see “Our Management” on page 199. Our Corporate Office is also located on leased premises.

We also have 34 branch offices across India and facilities at Daman, Daman and Diu, and Kalamboli, Navi
Mumbai, Maharashtra, as of August 31, 2021.

176
KEY REGULATIONS AND POLICIES

The following description is a summary of certain key regulations and policies prescribed by the Government
which are applicable to our Company and the Subsidiaries in India. The information detailed in this section has
been obtained from publications available in the public domain. The regulations set out below may not be
exhaustive, and are only intended to provide general information to the investors and are neither designed nor
intended to substitute for professional legal advice. The information in this section is based on the current
provisions of applicable law that are subject to change or modification by subsequent legislative, regulatory,
administrative or judicial decisions in India. For details regarding the registrations and approvals obtained by
our Company and our Material Subsidiary under applicable laws and regulations, see “Government and Other
Approvals” on page 384.

Payment and Settlement Systems Act, 2007 (the “PSS Act”)

The PSS Act and the rules made thereunder regulate and supervise the payment and settlement systems in India.
Under the PSS Act, a “payment system” means a system that enables payment to be effected between a payer
and a beneficiary, involving clearing, payment or settlement services or all of them and includes systems which
enable credit or debit or smart card operations, money transfer operations or similar operations and a “system
provider” means a person who operates an authorized payment system. The PSS Act is not applicable to stock
exchanges or the clearing corporations of the stock exchanges.

Any person who wishes to operate a payment system is required to apply for an authorization from the RBI
under the PSS Act. If a system provider fails to comply with the provisions of the PSS Act, the terms of the
authorization and orders or directions issued by the RBI, then the RBI may revoke the authorization given to
such system provider. The RBI may also impose fines and initiate criminal prosecution in case of any such non-
compliance.

Further, pursuant to notifications dated April 6, 2018, the RBI has (i) prescribed certain minimum standards for
the service providers and sub-contractors engaged by the banks for cash management logistics; (ii) prohibited all
entities regulated by it from dealing in virtual currencies or providing services for facilitating any person or
entity in dealing with or settling virtual currencies; and (iii) directed all system providers to ensure that the data
relating to payment systems operated by them are stored in a system only in India. However, such data may also
be stored in the foreign country, if required, for the foreign leg of the transaction, if any.

Through a notification dated January 31, 2019, RBI introduced the “Ombudsman Scheme for Digital
Transactions”, which establishes a mechanism of ombudsman for redressal of complaints against deficiencies in
services related to digital transactions. On May 15, 2019, the RBI published ‘Payment and Settlement Systems
in India: Vision 2019-2021” (the “Vision-2021”) with the theme of ‘Empowering Exceptional (E) payment
Experience’. Vision-2021 concentrates on a two-pronged approach of exceptional customer experience and
enabling an eco-system which will result in such customer experience.

Issuance and Operation of Pre-Paid Payment Instruments

Issuance and operation of pre-paid payment instruments (“PPI”) is currently regulated by the Master Direction
on Prepaid Payment Instruments (PPIs) issued by the RBI on August 27, 2021, as amended (the “PPI Master
Direction”).

The PPI Master Direction defines PPIs to mean instruments that facilitate the purchase of goods and services,
including financial services and remittance facilities against the value stored on such instruments. PPIs that
require prior RBI approval/ authorization prior to issuance are classified under two categories:

@ Small PPIs: Issued by banks and non-banks after obtaining minimum details of the PPI holder, and can
be used only for purchase of goods and services at a group of clearly identified merchant locations/
establishments which have a specified contract with the PPI issuer (or contract through a payment
aggregator/ payment gateway) to accept the PPIs as payment instruments);

(ii) Full-KYC PPIs: Issued by banks and non-banks after completing KYC of the PPI holder, and can be used
for purchase of goods and services, funds transfer or cash withdrawal.

The issuance of closed system PPIs is not classified as a payment system that requires authorization from the
RBI. Closed System PPIs cannot be used for payment or settlement for third party services.

177
The PPI Master Direction sets forth certain eligibility criteria and conditions for the operation of a payment
system involving PPIs in India. The PPI Master Direction also contains a framework for the regulation and
supervision of persons operating such payment systems. A non-bank entity seeking authorization for issuing
PPIs is required to be incorporated in India and have a minimum positive net worth of %50 million according to
its latest audited balance sheet at the time of submitting the application. The application is then processed by
RBI on the basis of this net-worth which is required to be maintained at all times. By the end of the third
financial year from the date of receiving final authorisation, the entity is required to achieve a minimum positive
net worth of 2150 million. The PPI Master Direction also specifies, inter-alia, limits with respect to the value
that can be stored on the various categories of PPIs, co-branding of PPIs and applicable KYC norms.

The PPI Master Direction requires implementation of interoperability of PPIs in three phases: (a)
interoperability of PPIs issued in the form of wallets through UPI; (b) interoperability between wallets and bank
accounts through UPI; and (c) interoperability for PPIs issued in the form of cards through card networks.
Pursuant to a circular dated October 16, 2018, the RBI had provided operational guidelines for interoperability,
ite., certain additional requirements for achieving interoperability through wallets, card networks and UPI. The
PPI Master Direction has made it mandatory for PPI issuers to give the holders of full KYC-compliant PPIs
interoperability through authorised card networks (for PPIs in the form of cards) and UPI (for PPIs in the form
of electronic wallets). Such interoperability is required to be enabled by March 31, 2022. Further, the RBI has
now permitted cash withdrawal using full KYC-compliant PPIs of non-bank PPI issuers, subject to certain
conditions such as (i) maximum withdrawal limit of 22,000 per transaction and an overall limit of 10,000 per
month; (ii) cash withdrawal using a card/ wallet requiring additional factor authentication/ PIN based
authentication; (iii) the PPI issuer offering such facility putting in place proper customer redressal mechanisms.
and (iv) the implementation of a cooling period between opening of the PPIs or loading/ re-loading of funds into
PPIs to mitigate fraudulent use. Additionally, the maximum amount outstanding in respect of full KYC-
compliant PPIs has been increased from 2 0.1 million to 0.2 million.

Through a circular dated January 4, 2019, the RBI has issued directions relating to unauthorized electronic
payment transactions in PPIs of non-bank entities. Such directions include, inter alia, regular SMS/e-mail alerts
for payment transactions to customers, limited liability of customers for unauthorized payment transactions,
reversal timeline of 10 days from the date on which a notification is received from a customer regarding an
unauthorized transaction. PPI issuers are required to formulate a customer relations policy to cover aspects of
customer protection, including the mechanism of creating customer awareness on the risks and responsibilities
involved in electronic payment transactions and customer liability in such cases of unauthorized electronic
payment transactions. The burden of proving customer liability in case of unauthorised electronic payment
transactions will lie on the PPI issuers.

Off-site ATMs

Pursuant to a notification dated June 12, 2009, the RBI has permitted scheduled commercial banks to install off-
site ATMs without the prior approval of the RBI, subject to compliance with certain conditions. Pursuant to the
master circular on branch authorization issued by the RBI on July 1, 2014, as amended (“Branch
Authorization Master Circular”), read with Rationalisation of Branch Authorisation Policy — Revision of
Guidelines dated May 18, 2017, such conditions include, inter-alia, the following:

e The business transacted at such ATMs is required to be recorded in the books of the respective branch, base
branch, or centralized data centre;

e Banks are permitted to post suitable staff member(s) to provide guidance to the customers at such ATMs;

¢ The bank is required to make adequate stand-by arrangements to meet the cash requirements of such ATMs;

«The bank is required to ensure that only properly sorted and examined notes are put into circulation through
such ATMs;

e Third party advertisement on the screen or network of such ATMs, including any display of products of
other manufacturers, dealers or vendors is not permitted. Banks are however permitted to use such ATM
screens to display their own products;

e ATMs installed in SEZs are permitted to dispense or collect only Indian Rupees; and

« The bank is required to report complete details of such ATMs to the RBI within two weeks of
operationalizing such ATMs.

Banks are permitted to provide a range of services through such ATMs, including cash deposits or withdrawals,
PIN changes, request for cheque books, statement of accounts, balance enquiries, inter-account transfers within
the bank, inter-bank fund transfers, mail facilities to send written communication to the bank, utility payments
and provide product information.

178
RBI Circular on Monitoring of Availability of Cash in ATMs

The RBI, by a circular dated August 10, 2021 (“RBI ATM Cash-Out Circular”), has required banks and
White Label ATM operators to strengthen their systems and mechanisms to monitor availability of cash in
ATMs, and ensure timely replenishment to avoid cash-outs, i.e. when a customer is unable to withdraw cash due
to non-availability of cash in a particular ATM. The RBI ATM Cash-out Circular has prescribed a scheme of
penalty for non-replenishment of ATMs with effect from October 1, 2021. The RBI ATM Cash-out Circular
requires banks to issue system generated statements in respect of downtime of ATMs on a monthly basis.
Further, cash-out at any ATM of more than 10 hours in a month will attract a flat penalty of 210,000 per ATM.
In the case of White Label ATM operators, the penalty would be charged to the bank which is meeting the cash
requirements of that particular White Label ATM. The bank, may, at its discretion, recover the penalty from the
White Label ATM Operator. Further, banks/White Label ATM operators are required to appoint a nodal
branch/official to send the RBI, a consolidated data report for cash-out in case the total hours an ATM did not
function due to a cash-out was more than 10 hours in a month. However, penalty may be waived where cash-out
is due to unforeseeable/extraordinary circumstances which are beyond the control of the bank/White Label
ATM operator. See also “Risk Factors - The industries in which we operate are highly regulated by the Reserve
Bank of India. Implementation of new regulations or changes to existing laws and regulations regarding our
services could have an adverse effect on our business, results of operations, cash flows and financial condition”
on page 30.

RBI Circular on Cash Management Activities of Banks — Standards for Engaging Service Providers and
its Sub-contractors

The RBI, by a circular dated April 6, 2018, has prescribed minimum standards for service providers/ sub-
contractors engaged by banks in cash management logistics. Such minimum standards include, inter alia, a
minimum net worth of 1,000.00 million, a minimum fleet size of 300 specifically fabricated cash vans (owned
or leased) with separate cash and passenger compartments. Further, every cash van must adhere to specifications
such as GPS enabled monitoring, geo-fencing mapping and emergency indication of the nearest police station,
and must have two custodians and two armed security guards besides the driver. Additionally, stipulations are
made regarding the training of staff, the premises to be utilized for cash processing/ handling and vaulting.
Further, the circular states that access to the switch server should be restricted to banks. Any interface where a
bank gives the service provider or its sub-contractor access to the bank’s internal server should be limited to
relevant information and secured.

RBI Circular on Cassette-Swaps in ATMs

In order to mitigate the risks involved in open cash replenishment or top-up, the RBI, by a circular dated April
12, 2018 (“RBI ATM Cassette Circular”), has advised banks to consider using lockable cassettes in their
ATMs which will be swapped at the time of cash replenishment. The RBI ATM Cassette Circular required
banks to implement such changes in a phased manner, requiring that at least one third of all ATMs operated by
banks be covered every year, in order to ensure that all ATMs operated by banks may achieve cassette swap by
March 31, 2021. Pursuant to a circular dated July 12, 2021, the RBI has extended the timeline for
implementation of cassette-swap in all ATMs until March 31, 2022. Banks are required to monitor progress and
make the required course corrections at the end of every quarter and report such status to the RBI within seven
days of the end of such quarter.

Incentive Scheme for promotion of RuPay Debit cards and low-value BHIM-UPI transactions (P2M)

The Ministry of Electronics and Information Technology, Government of India (“MeitY”), through a Gazette
notification dated December 17, 2021 (“Gazette Notification”) and the guidelines issued in this regard by the
MeitY and the NPCI, has introduced an incentive scheme for promotion of RuPay Debit cards (“RuPay”) and
low-value BHIP-UPI transactions (up to %2,000) (P2M) (“BHIM-UPI”) whereby acquiring banks will be paid a
percentage of the value of RuPay transactions and BHIM-UPI transactions done in India for a period of one year
w.e.f April 1, 2021 at the rates specified in the Gazette Notification. The banks are required to show at least
10% YOY growth rate in number of RuPay transactions (overall, not restricted to P2M) at the end of the last
quarter of the scheme. The incentive is required to be shared by the acquiring banks with other stakeholders in
accordance with the RuPay Operating Circular No. NPCI/2021-22/RuPay/033.

RBI Circular on storage of actual card data (i.e. Card-on-File) and tokenization

179
The RBI though a circular dated March 17, 2020 on “Guidelines on Regulation of Payment Aggregators and
Payment Gateways”, authorized non-bank payment aggregators and merchants on-boarded by them were
prohibited from storing card data (“CoF”) from June 30, 2021. The RBI also notified regulations on CoF
tokenization on September 7, 2021 whereby device-based tokenization is required to be implemented to ensure
card data is not stored by any entity except the card issuer or card network. By a circular dated December 23,
2021, the RBI further extended the timeline for CoF storage to June 30, 2022, while allowing industry
stakeholders to devise alternative mechanisms to handle use-cases like recurring e-mandates, EMI options, etc.,
which currently require storage of CoF data.

Notification on Small Value Digital Payments through Offline Transactions

Pursuant to notification dated January 3, 2022, the RBI has permitted payment system operators and payment
system participants including banks and non-bank entities to enable small value digital payments (upto a limit of
2200 per transaction and 22000 per instrument), without internet or telecom connectivity (“Offline
Transactions”), subject to compliance with certain conditions such as, inter alia, (i) Offline Transactions will
not require additional factor of authentication and may be made using instruments like cards, wallets, mobile
devices etc. in proximity mode only and instruments shall be enabled for Offline Transactions based on explicit
consent of the user and (ii) Offline Transactions shall be covered under RBI’s limited customer liability
circulars, as amended, and users shall have recourse to the Reserve Bank — Integrated Ombudsman Scheme for
grievance redressal.

Private Security Agencies (Private Security to Cash Transportation Activities) Rules, 2018 (the “Cash
Transportation Rules”)

The Ministry of Home Affairs has notified the Cash Transportation Rules under the Private Security Agencies
(Regulation) Act, 2005, to regulate the secured handling and transportation of cash and valuables by banks and
other financial service providers through cash handling agencies and private security agencies. The Cash
Transportation Rules require that cash transportation activities be carried out using specially designed and
fabricated cash vans which comply with the specifications stipulated therein, along with a minimum number of
trained staff to operate each cash van. The Cash Transportation Rules also prescribe, inter alia, (i) the maximum
amount of cash which may be carried by a single cash van and (ii) the specifications required to be adhered to
for cash vaults and the premises within which cash handling activities are carried out.

Information Technology Act, 2000 (the “IT Act”)

The IT Act provides legal recognition to electronic records and creates a mechanism for the authentication of
electronic documentation through digital signatures. The IT Act also provides for civil and criminal liability
including compensation, fines and imprisonment for various computer related offences. These include offences.
relating to unauthorized access to computer systems, damaging such systems or modifying their contents.
without authorization, unauthorized disclosure of confidential information and committing of fraudulent acts
through computers. The IT Act creates liability on a body corporate which is negligent in implementing and
maintaining reasonable security practices and procedures, and thereby causing wrongful loss or wrongful gain to
any person, while possessing, dealing or handling any sensitive personal data or information in a computer
resource owned, controlled or operated by it but affords protection to intermediaries with respect to third party
information liability.

In April 2011, the Department of Information Technology under the Ministry of Communications &
Information Technology notified the Information Technology (Reasonable Security Practices and Procedures
and Sensitive Personal Data or Information) Rules, 2011 under section 43A of the IT Act (the “IT Personal
Data Protection Rules”). The IT Personal Data Protection Rules prescribe directions for the collection,
disclosure, transfer and protection of sensitive personal data.

On February 25, 2021, the Ministry of Electronics and Information Technology notified the Information
Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 (“IT Intermediaries
Rules”), which replaced the Information Technology (Intermediaries Guidelines) Rules, 2011. The IT
Intermediaries Rules requires due diligence by intermediaries including informing users about rules and
regulations, privacy policy, and terms and conditions for usage of its services, due diligence by significant social
media intermediaries including appointment of a chief compliance officer to ensure compliance with the IT Act,
observance of code of ethics by digital media publishers, provision for a grievance redressal mechanism by
intermediaries and authority to examine digital media content to authorised officers and issue directions to block
content in case of an emergency.

180
Laws Relating to Employment

Our operations are subject to compliance with certain additional labor and employment laws in India. These
include, but are not limited to, the following:

the Contract Labour (Regulation and Abolition) Act, 1970;

the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952;
the Employees’ State Insurance Act, 1948;

the Equal Remuneration Act, 1976*;

the Factories Act, 1948;

the Maternity Benefit Act, 1961;

the Minimum Wages Act*;

the Payment of Bonus Act, 1965*;

the Payment of Gratuity Act, 1972;

the Payment of Wages Act, 1936*;

the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013;
the Code on Wages, 2019*;

the Occupational Safety, Health and Working Conditions Code, 2020**;
the Industrial Relations Code, 2020***

the Code on Social Security, 2020****; and

the shops and establishments legislations of various States.

“The Gol enacted ‘The Code on Wages, 2019’ which received the assent of the President of India on August 8,
2019. While it proposes to subsume four separate legislations, namely, the Payment of Wages Act, 1936, the
Minimum Wages Act, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976, it has not yet been
completely notified.

“The Gol enacted ‘The Occupational Safety, Health and Working Conditions Code, 2020’ which received the
assent of the President of India on September 28, 2020. While it proposes to subsume several separate
legislations, including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the
Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the
Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996, it
has not yet been completely notified.

***The Gol enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of India
on September 28, 2020. While it proposes to subsume three separate legislations, namely, the Industrial
Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946, it
has not yet been completely notified.

“““The Gol enacted ‘The Code on Social Security, 2020’ which received the assent of the President of India on
September 28, 2020. While it proposes to subsume several separate legislations, including the Employee’s
Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, the Employment Exchanges (Compulsory Notification of Vacancies) Act,
1959, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other Construction
Workers’ Welfare Cess Act, 1996 and the Unorganized Workers’ Social Security Act, 2008, it has not yet been
completely notified.

Safety and Environmental Laws

Our operations are also subject to certain safety and environmental legislations, including but not limited to the
following:

Environment (Protection) Act, 1986;

Air (Prevention and Control of Pollution) Act, 1981

Water (Prevention and Control of Pollution) Act, 1974

Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016
Public Liability Insurance Act, 1991

Factories Act, 1948

Goa, Daman and Diu Village Panchayat (Regulation of Building) Rules, 1971

coerce eee

181
HISTORY AND CERTAIN CORPORATE MATTERS
Brief History of our Company

Our Company was incorporated in Mumbai, Maharashtra, as AGS Infotech Private Limited on December 11,
2002 under the Companies Act, 1956. Pursuant to a special resolution of the Shareholders at an extraordinary
general meeting held on April 1, 2010, the name of our Company was changed to AGS Transact Technologies
Private Limited to reflect the scope of services offered by our Company, i.e., provision of information
technology services for all types of transactions and activities. A fresh certificate of incorporation was issued by
the RoC on June 3, 2010. Subsequently, pursuant to a special resolution of the Shareholders at an extraordinary
general meeting held on June 22, 2010, our Company became a public limited company and the word “private”
was deleted from its name. A fresh certificate of incorporation was issued by the RoC on July 20, 2010.

Our Company has 916 Shareholders, as on January 20, 2022. For further information, see “Capital Structure”
on page 80.

Changes in Registered Office

Our Registered Office is located at 601-602 Trade World, B Wing, Kamala Mill Compound, Senapati Bapat
Marg, Lower Parel, Mumbai 400 013, Maharashtra, India.

There has been no change in the registered office of our Company since incorporation.

Main Objects of our Company
The main objects of our Company contained in its Memorandum of Association are as follows:

“dL. To carry on in India or abroad the business of Deploying and Performing Outsourced Managed
Services in relation to third party Automated Teller Machines (ATMs), operating White-Label ATMs
owned by our Company, Software Designing, Developing, Marketing, Purchasing, Selling, Importing,
Exporting, Franchising, Research and Development of Graphics, Web Designing, Business Portal
Development, ECommerce, M-Commerce and Businesses related to Coaching, Consultancy, Research
and Development and Training and Opening Training Centres relating to Computer Hardwares and
Softwares in India or Elsewhere and to Manufacture, Market, Purchase, Sell, Import, Export, Franchise
or to act as Stockiest, Distributors, Agents, Traders in Graphic Equipments, Computer Parts,
Components, Inputs and Peripherals, Electrical and Electronic Equipments and Machines in India or
elsewhere.”

The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out.

Amendments to the Memorandum of Association in the last 10 years

 

Date of
Shareholders’
Resolution Nature of Amendment
‘August 6, 2012 The main objects clause of the Memorandum of Association was amended to replace the then
existing clause III(A)(1) with the new clause III(A)(1):

 

“To carry on in India or abroad the business of Deploying and Performing
Outsourced Managed Services in relation to third party Automated Teller Machines
(ATMs), operating White-Label ATMs owned by the Company, Software Designing,
Developing, Marketing, Purchasing, Selling, Importing, Exporting, Franchising,
Research and Development of Graphics, Web Designing, Business Portal
Development, ECommerce, M-Commerce and Businesses related to Coaching,
Consultancy, Research and Development and Training and Opening Training
Centres relating to Computer Hardwares and Softwares in India or Elsewhere and to
Manufacture, Market, Purchase, Sell, Import, Export, Franchise or to act as
Stockiest, Distributors, Agents, Traders in Graphic Equipments, Computer Parts,
Components, Inputs and Peripherals, Electrical and Electronic Equipments and
Machines in India or elsewhere.”

May 24, 2013 Re-classification of authorized share capital from existing 350,000,000 divided into 27,000,000

 

 

 

 

 

182
 

Date of
Shareholders”
Resolution

Nature of Amendment

 

Equity Shares of 210 each and 8,000,000 CCPS of 210 each to %350,000,000 divided into
25,000,000 Equity Shares of =10 each and 10,000,000 CCPS of 210 each

 

February 3, 2015

Authorized share capital increased from existing 350,000,000 divided into 25,000,000 Equity
Shares of 210 each and 10,000,000 Compulsorily Convertible Preference Shares of 210 each to
%1,600,000,000 divided into 150,000,000 Equity Shares of 210 each and 10,000,000 Preference
Shares of 210 each

  

 

June 7, 2018

Re-classification of authorized share capital from existing %1,600,000,000 divided into
150,000,000 Equity Shares of 210 each and 10,000,000 Preference Shares of 210 each to
%1,600,000,000 divided into 160,000,000 Equity Shares of 210 each

 

 

Major Events

The table below sets

forth some of the key events in the history of our Company:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Calendar Year Event
2002 Incorporation of our Company
Commenced manufacturing of paint dispensers at Daman with the expertise from Fast and Fluid
2004 Management
Commencement of relationship with Diebold Nixdorf. Commenced operations in our Banking
Automation Solutions segment
2009 Entered into a cooperation agreement with Diebold Nixdorf for banking and retail products
Commenced ATM outsourcing and managed services business (forming part of our Banking
Payments Solutions segment)
2011 Introduced currency technology solutions under the brand “Genuine”
Investment in our Company by TPG
2012 Investment in our Company by Oriole
Commenced cash management business through SVIL
2013 Acquisition of stake by GTSL in Novus SGP
ITSL received authorization from the RBI to set up and operate payment system for semi-closed
2014 pre-paid payment instruments services in India
Our Company received authorization from the RBI to set up, own and operate payment systems for
White Label ATMs
Commenced ATM manufacturing at Daman
2016 Entered into a hosting and management services alliance with ACI Worldwide
Entered the Sri Lankan market through Novus Transact Lanka (Private) Limited
Entered into transit business through automatic fare and electronic toll collection systems
2018 Launched Fastlane as the first RFID payment for fuel in India
‘Among the first company to launch QR-code based payments for various card schemes
Set up AGS Community Foundation with effect from September 24, 2019
Introduced an Asia-Pacific payment innovations forum “Paynnovate’ along with Novus
2019 Technologies, to promote advancement and innovation in the payment industry.

 

Introduced UPI QR Based Cash Withdrawal, India’s first. UPI QR-Based Cash
Withdrawal/Deposit Feature on ATMs powered by our Company’s technology, enabling touchless
transactions

 

Key Awards, Accret

ditations, Certifications and Recognitions

We have received the following awards, accreditations, certifications and recognitions:

 

 

 

 

 

 

 

 

 

 

 

 

Calendar Year Award/Certification/Recognition

2007 Top Mall Intelligence Deal (Retail) from Wincor Nixdorf Asia Pacific

2008 Overall Best Sales partner (Retail) from Wincor Nixdorf Asia Pacific
Recognized as a valued partner for one year by Wincor Nixdorf Asia Pacific

2009 Listed as one of the Best Retail Suppliers by Retailer magazine
Silver award under the ‘newsletter’ category from the Association of Business Communicators of
India (“ABCI”)

2010 Bronze award under the ‘newsletter’ category from ABCI

2011 Bronze award under the ‘newsletter’ category from ABCI

2012 Gold award under the ‘newsletter’ category from ABCI

2015 MICE Travel Mart corporate star award for best incentive programme for employees/associates

 

183

 
 

Calendar Year

Award/Certification/Recognition

 

ACI innovation award

 

2016

Achievement Award from Hughes Users in Banking

 

Bronze award for ‘newsletter’ category from ABCI

 

Tnnovative product of the year award for ‘cash management solutions’ from CMO Asia

 

Best in-house magazine award from CMO Asia

 

Certificate of felicitation for ‘excellence in talent management’ at the Economic Times HR
Summit 2016

 

Gold award for ‘corporate websites’ category from ABCI

 

Silver award for ‘newsletter design’ category from ABCI

 

Silver award for ‘wallpaper’ category from ABCI

 

Silver award for ‘illustration’ from ABC

 

Best Disruptive Innovation of the Year for ‘financial services’ category from the KamiKaze B2B
Media Group

 

2017

India’s Most Trusted Company 2017 from International Brand Consulting Corporation, USA

 

Payment Awards for “digital payment facilitator’ to ‘Ongo” from BBC Knowledge

 

Silver award in the ‘E-zine’ category from ABCI

 

Silver award in the ‘wallpaper’ category from ABCI

 

Bronze award for ‘newsletter design’ category from ABCI

 

2018

Vendor Performance Award for automation jobs from Hindustan Petroleum Corporation Limited
(“HPCL”)

 

Token of Appreciation for ‘retail automation AMC services’ from HPCL

 

Received the awards for “Best Payments Technology Initiative/Innovation of the Year’, “Best
Contactless Innovation of the Year’ and ‘Most Disruptive Payments Technology of the Year’ at
the Payments and Cards Summit organized by Kamikaze

 

“Emerging Brand of the Year’ award at the Brand Excellence Awards presented by ABP News

 

 

Asia’s Most Trusted Payment Solutions Company 2018 from IBC Infomedia Private Limited

 

“Brand of the Decade’ award in the category for Payment Solutions from ERTC Media

 

2019

‘QR Champions’ award at the REACH Acceptance Summit 2019

 

“Best Retailer Adoption of Emerging Payments Technology’ at the Indian eRetail Awards 2019
organized by Franchise India

 

Featured as one of Next 500 Companies; ranked 111 by revenue under Top Mid-size Companies,
by Fortune India

 

Recognized as “Technology Service Provider of the Year - Medium’ at Code-Studio 2019 — India
Technology Awards and Conference’

 

2020

Certificate of Excellence for QR-Cash Solution under Technology - Category at 2nd Economic
Times BFSI Innovation Tribe Summit & Awards

 

2021

 

Won the “Best Use of Technology Award 2021’ in the category - Financial Services for AGS QR-
Cash solution awarded by National Enterprise Tech Connect

 

 

Recognized as ‘Iconic Brands of India 2021’ by the Economic Times

 

 

Won the ‘Technology Disruption of the Year’ award for QR-Cash Solution at the 3% Inn-Tech
2021: Innovation and Technology Awards

 

Other Details regarding our Company

Significant Financial and Strategic Partners

Our Company does not have any significant financial and strategic partners as of the date of this Prospectus.

Defaults or Rescheduling of Borrowings from Financial Institutions/Banks

No payment defaults or rescheduling have occurred in relation to any borrowings availed by our Company from
any financial institutions or banks, nor have any such borrowings or loans been converted into Equity Shares.
However, in response to the COVID-19 pandemic, the RBI had permitted banks and lending institutions to offer
moratoriums to their customers to defer their payment obligations under eligible financing arrangements. In
accordance with such moratorium framework permitted by the RBI, our Company and SVIL have availed the
moratorium facility offered by some of our lenders with respect to our payment obligations under certain of our
outstanding financing arrangements. One of our Subsidiaries has availed borrowings under the Emergency
Credit Line Guarantee Scheme 2.0 offered by the Government of India.

184

 
Time and Cost Overruns

Our Company has not implemented any projects since its incorporation and has, accordingly, not experienced
any time or cost overrun in relation thereto.

Accumulated Profits or Losses

There are no accumulated profits or losses of any of our Subsidiaries that are not accounted for by our Company
in the Restated Consolidated Financial Information.

Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility
creation or location of plants

For the details of key products or services launched by our Company, entry into new geographies or exit from
existing markets, and capacity/facility creation, to the extent applicable, see “Our Business” on page 153.

Subsidiaries

As at the date of this Prospectus, our Company has the following subsidiaries:

SNA ew ye

Securevalue India Limited;

India Transact Services Limited;

Global Transact Services Pte. Ltd.;

Novus Technologies Pte. Ltd.;

Novus Technologies (Cambodia) Company Limited;
Novus Transact Philippines Corporation;

Novustech Transact Lanka (Private) Limited; and
AGS Community Foundation.

 

Unless otherwise stated, the information below is as of the date of this Prospectus.

1.

Securevalue India Limited
Corporate Information:

Securevalue India Limited (“SVIL”) was incorporated under the Companies Act, 1956 on April 24,
2012. The registered office of SVIL is currently located at 601-602, B Wing, Trade World, Kamala
City, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, Maharashtra, India.

SVIL is engaged in the business of, inter-alia, providing cash management services, including cash in
transit, cash in vault, note sorting and processing and cash pick-up services.

Capital Structure:

The authorized share capital of SVIL is 500,000,000 divided into 30,550,000 equity shares of face
value of 210 each and 19,450,000 preference shares of face value of 210 each. The issued, subscribed
and paid-up share capital of SVIL is =260,490,000 divided into 26,049,000 equity shares of face value
of 210 each.

 

 

 

Shareholding Pattern:
Name of shareholder Number of equity shares % of Issued Capital
of face value of 710 each
AGSTTL* 26,049,000 100.00
Total 26,049,000 100.00

 

 

 

 

 

* Includes six equity shares held by nominee holders of our Company namely, Mr. Ravi B. Goyal, Mrs. Anupama R. Goyal, Mr.
Kiran B. Goyal, Mrs. Nidhi K. Goyal, Mrs. Vimla B. Goyal, and Ms. Neha R. Goyal, holding one equity share each

185
India Transact Services Limited
Corporate Information:

India Transact Services Limited (““ITSL”) was incorporated as a private limited company under the
Companies Act, 1956 on July 11, 2007. A fresh certificate of incorporation reflecting its conversion
into a public limited company was issued by the RoC on March 29, 2012. The registered office of ITSL
is currently located at 601-602, Trade World, B Wing, Kamala City, Senapati Bapat Marg, Lower
Parel, Mumbai 400 013, Maharashtra, India.

ITSL is engaged in the business of, inter-alia, creating and dealing with electronic payment systems in
India or abroad.

Capital Structure:
The authorized share capital of ITSL is %1,150,000,000 divided into 115,000,000 equity shares of face

value of 710 each and its issued, subscribed and paid up is 71,150,000,000 divided into 115,000,000
equity shares of face value of 210 each.

 

 

 

Shareholding Pattern:
Name of shareholder Number of equity shares % of Issued Capital
of face value 710 each
AGSTTL* 115,000,000 100.00
Total 115,000,000 100.00

 

 

 

 

 

* Includes 2,505 equity shares held by nominee holders of our Company namely, Mr. Ravi B. Goyal (2,500 equity shares), Mrs.
Anupama R. Goyal (1 equity share), Mrs. Vimla B. Goyal (1 equity share), Mr. Kiran B. Goyal (1 equity share), Mrs. Nidhi K.
Goyal (1 equity share) and Ms. Neha R. Goyal (1 equity share)

Global Transact Services Pte. Ltd.

Corporate Information:

Global Transact Services Pte. Ltd. (“GTSL”) was incorporated as AGS Infotech Singapore Pte. Ltd.
under the laws of Singapore on March 6, 2009. Its name was subsequently changed to Global Transact
Services Pte. Limited on November 21, 2012. The registered office of GTSL is located at 101 Cecil
Street, #09-06, Tong Eng Building, Singapore 069533.

GTSL is an investment holding company and is not engaged in any business activity.

Capital Structure:

The authorized share capital of GTSL is SGD 13,504,850 divided into 13,504,850 ordinary shares of

face value of SGD 1 each. The issued, subscribed and paid-up share capital of GTSL is SGD
13,504,850 divided into 13,504,850 ordinary shares of face value of SGD 1 each.

 

 

 

Shareholding Pattern:
Name of shareholder Number of ordinary shares of % of Issued Capital
face value of SGD 1 each
AGSTTL 13,504,850 100.00
Total 13,504,850 100.00

 

 

 

 

 

Novus Technologies Pte. Ltd.
Corporate Information:
Novus Technologies Pte. Ltd. (“Novus SGP”) was incorporated as a private company limited by shares

under the laws of Singapore on February 7, 2013. The registered office of Novus SGP is located at 152
Beach Road, # 13-05 Gateway East, Singapore 189 721.

186
Novus SGP is engaged in the business of, inter-alia, designing and supplying computer software
solutions to corporate customers.

Capital Structure:
The authorized share capital of Novus SGP is SGD 1,111,111 divided into 1,111,111 ordinary shares of

face value of SGD 1 each. The issued, subscribed and paid-up share capital of Novus SGP is SGD
1,111,111 divided into 1,111,111 ordinary shares of face value of SGD 1 each.

 

 

 

 

Shareholding Pattern:
Number of ordinary shares of g =
Name of shareholder face value of SGD 1 each % of Issued Capital
GTSL 1,000,000 90.00
Mr. Ricardos El Khoury 111,111 10.00
Total 1,111,111 100.00

 

 

 

 

 

Novus Technologies (Cambodia) Company Limited
Corporate Information:

Novus Technologies (Cambodia) Company Limited (“Novus Cambodia”) was incorporated as a
private limited company under the laws in Cambodia on August 24, 2014, and received its certificate
for commencement of business on August 29, 2014. Its corporate identification number is
Co.2279E/2014. Its registered office is situated at No. 5R, Street 252, Spacelogic Gallery, Sangkat
Chaktomuk, Khan Daun Penh, Phnom Penh, Kingdom of Cambodia.

Novus Cambodia is engaged in the business of inter-alia, providing services in relation to building,
installing, supplying, managing, maintaining and repairing ATM and POS machines and sites as
authorized under the objects clause of its memorandum of association.

Capital Structure:
The authorized share capital of Novus Cambodia is KHR 7,539,168,000 divided into 1,884,792 shares

of KHR 4,000 each and its issued, subscribed and paid up share capital is KHR 7,539,168,000 divided
into 1,884,792 shares of KHR 4,000 each.

 

 

 

Shareholding Pattern:
Name of the Number of shares of face % of total ordinary shares holding
shareholder value of KHR 4,000 each
Novus Technologies 1,884,792 100
Pte. Ltd
(Novus SGP)
Total 1,884,792 100.00

 

 

 

 

 

Novus Transact Philippines Corporation

Corporate Information:

Novus Transact Philippines Corporation (“Novus Philippines”) was incorporated under the laws of the
Philippines with a duration of 50 years on September 15, 2014. The registered office of Novus
Philippines is located at V&A Law Center, 11" Avenue, Corner 39" Street, Bonifacio Global City,
Taguig City, Metro Manila, Philippines.

Novus Philippines is engaged in the business of, inter-alia, sourcing, building, deploying and
maintaining ATMs and cash dispensers and sites and provision of POS solutions.

187
Capital Structure:

The authorized share capital of Novus Philippines is PHP 45,000,000 divided into 450,000 shares of
PHP 100 each. The issued, subscribed and paid-up share capital of Novus Philippines is PHP

11,250,000 divided into 112,500 shares of PHP 100 each.

 

 

 

 

 

 

 

 

Shareholding Pattern:
Name of Shareholder eae oe ae % of Issued Capital

Novus SGP 112,495 99.99
Mr. Ariel Gumabao T 0.00
Mr. Ricardos El Khoury 1 0.00
Ms. Sylvette Y. Tankiang 1 0.00
Ms. Efren II R. Resurreccion 1 0.00
Ms. Kristin Charisse C. Siao 1 0.00

Total 112,500 100.00

 

 

 

 

 

Novustech Transact Lanka (Private) Limited
Corporate Information:

Novustech Transact Lanka (Private) Limited (“Novus Lanka”) was incorporated under the laws of the
Sri Lanka on September 23, 2016. The registered office of Novus Lanka is located at Level 33, West
Tower, World Trade Center, Bank of Ceylon Mawatha, Colombo 1, Sri Lanka.

Novus Lanka is engaged in the business of inter-alia, supplying, building, deploying, maintaining and
providing outsourced managed services pertaining to ATMs, POS Machines, Cash Dispensers and IT
hardware.

Capital Structure:
The authorized share capital of Novus Lanka is LKR 412,685,000 divided into 41,268,500 shares of

LKR 10 each. The issued, subscribed and paid-up share capital of Novus Lanka is 412,685,000 divided
into 41,268,500 shares of LKR 10 each.

 

 

 

Shareholding Pattern:
Number of equity shares of :
Name of Shareholder face value of LKR 10 each % of Issued Capital
Novus Technologies Pte. Ltd. 41,268,500 100.00
Total 41,268,500 100.00

 

 

 

 

 

AGS Community Foundation

Corporate Information:

AGS Community Foundation was incorporated as a private limited company under Section 8 of the
Companies Act, 2013 on September 24, 2019, with the RoC. Its registered office is situated at 601-602,
Trade World, B Wing, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013,

Maharashtra, India.

AGS Community Foundation is engaged in, inter-alia, promoting healthcare, education, gender
equality, environmental sustainability, etc.

Capital Structure:
The authorized share capital of AGS Community Foundation is 7100,000 divided into 10,000 equity

shares of face value of 210 each. The issued, subscribed and paid-up share capital of AGS Community
Foundation is 100,000 divided into 10,000 equity shares of face value of 710 each.

188
Shareholding Pattern:

 

 

 

 

 

 

 

 

Name of Shareholder Number of equity shares of % of Issued Capital
face value of 210 each

AGSTTL 6,000 60
ITSL 1,000 10
SVIL 1,000 10
Mr. Ravi B. Goyal 1,000 10
Mrs. Anupama R. Goyal 1,000 10

Total 10,000 100.00

 

 

 

 

Holding Company, Associates and Joint Ventures

As of the date of this Prospectus, our Company does not have any holding company or joint venture, and except
for PT. Nova Digital Perkasa, we do not have any associates.

Common Pursuits

There are no common pursuits between our Company and the Subsidiaries. However, certain of our Subsidiaries
are engaged in lines of business that are similar and/or synergistic to our Company.

Business Interest between our Company and the Subsidiaries

Except as disclosed in “Our Business” and “Other Financial Information - Related Party Transactions” on
pages 153 and 313, respectively, none of the Subsidiaries has any business interest in our Company.

Others

Our Company is a member of the Confederation of ATM Industry. One of our Subsidiaries, SVIL is a member
of the Cash Logistics Association.

Details regarding Acquisition or Divestment of Business/Undertakings, Mergers, Amalgamations and
Revaluation of Assets

Except as disclosed below, our Company has not acquired or divested any business or undertaking, and has not
undertaken any merger, amalgamation or revaluation of assets in the 10 years immediately preceding the date of
this Prospectus.

Share purchase agreement dated November 25, 2013 among GTSL, Novus SGP and Mr. Balasubramanian
Narayan Iyer (the “Seller”) (“Novus SPA”)

Pursuant to the Novus SPA, GTSL agreed to acquire 1,000,000 ordinary shares from the Seller for an aggregate
purchase consideration of SGD 1.02 million.

GTSL currently holds 90% of the issued and outstanding ordinary shares of Novus SGP.
Share subscription and shareholders’ agreements
Key terms of subsisting shareholders’ agreements

As of the date of this Prospectus, there are no subsisting shareholders’ agreements.

189
Share subscription agreements

Share Subscription Agreement dated April 1, 2021 entered into between Vineha Enterprises Private Limited
(“VEPL”) and the Company (“VEPL CCPS SSA”)

Pursuant to the VEPL CCPS SSA, our Company agreed to subscribe to 650,000,000 compulsorily convertible
preference shares of face value of 210 each issued by VEPL for an aggregate consideration not exceeding
26,500 million (“WEPL CCPS”). The VEPL CCPS have been issued for a term of six years from the date of
allotment, carrying a dividend rate of 0.01% per annum (calculated on the issue price, net of any taxes including
dividend distribution tax and withholding tax, as applicable). 12,565 VEPL CCPS convert into one equity share
of VEPL. The VEPL CCPS would compulsorily and automatically convert into equity shares on the last date of
the term. The VEPL CCPS carry limited voting rights in accordance with Section 47(2) of the Companies Act.
The VEPL CCPS and the equity shares arising therefrom are freely transferrable in accordance with the
applicable law.

Other Agreements

None of the Promoters or other Shareholders have any special rights (including for nominee/nomination rights
and information rights) in relation to the Company.

Except as set out below, there are no arrangements or agreements, deeds of assignment, acquisition agreements,
shareholders’ agreements, inter-se agreements, any agreements between the Company, the Promoters and the
Shareholders, agreements of like nature and clauses/ covenants which are material to the Company. Further,
there are no other clauses/ covenants which are adverse or prejudicial to the interest of the minority/ public
shareholders of the Company.

Share purchase agreement dated March 23, 2018, as amended by the amendment agreement dated March 29,
2018, among TPG, Oriole, our Company, Vineha Enterprises Private Limited and Mr. Ravi B. Goyal (the
“VEPL SPA”)

Pursuant to the VEPL SPA, Mr. Ravi B. Goyal and Vineha Enterprises Private Limited agreed to purchase (i)
31,256,852 Equity Shares from TPG (“TPG Shares”) at a price of 786.18 per Equity Share for a total purchase
consideration of approximately 2,693.72 million and (ii) 19,797,412 Equity Shares from Oriole (“Oriole
Shares”) at a price of 386.18 per Equity Share for a total purchase consideration of approximately 21,706.14
million. Vineha Enterprises Private Limited acquired the TPG Shares and the Oriole Shares on April 12, 2018.
For details, see “Capital Structure” on page 80.

 

Share purchase agreement dated August 16, 2021 between Mr. Ravi B. Goyal and our Company, as amended
by the amendment letter dated December 1, 2021 (“VEPL CCPS SPA”)

Our Company entered into a share purchase agreement dated August 16, 2021 with Mr. Ravi B. Goyal (one of
our Promoters and the Chairman and Managing Director), as amended, to sell the VEPL CCPS held by our
Company for a total consideration of 76,500 million or the fair market value of the VEPL CCPS in accordance
with a valuation report prepared by an independent chartered accountant as on the date of filing of this
Prospectus (in accordance with Sections SOCA and 56(2)(x) of the Income-Tax Act read with Rule 11UA and
Rule 11UAA of the Income Tax Rules determined by an independent chartered accountant), whichever is higher
(“CCPS Sale Consideration”).

In accordance with the provisions of the VEPL CCPS SPA, our Company has entered into the CCPS Share
Escrow Agreement with the CCPS Share Escrow Agent and Mr. Ravi B. Goyal, and will enter into the CCPS
Cash Escrow Agreement with the CCPS Cash Escrow Bank and Mr. Ravi B. Goyal. In accordance with the
terms of the CCPS Share Escrow Agreement, our Company has deposited the VEPL CCPS with the CCPS
Share Escrow Agent and the CCPS Cash Escrow Account has been opened with the CCPS Cash Escrow Bank
in accordance with the terms of the CCPS Cash Escrow Agreement. The Offer proceeds (up to such amount
aggregating to the CCPS Sale Consideration) to be received by Mr. Ravi B. Goyal for the sale of his portion of
the Offered Shares, will be transferred to the CCPS Cash Escrow Account, upon receipt of the listing and
trading approvals from the Stock Exchanges and no later than one business day after receipt of the listing
approval but prior to the listing of the Equity Shares pursuant to this Offer (“CCPS Closing Date”), in
accordance with the terms of the Cash Escrow and Sponsor Bank Agreement. Thereafter, on the CCPS Closing
Date, on receipt of instructions, the CCPS Cash Escrow Bank will transfer an amount equivalent to the CCPS

190
* a personal guarantee to secure the obligations of Instrument Research Associates Private Limited (a
Group Company) in respect of a secured loan availed by it.

192
Sale Consideration from the CCPS Cash Escrow Account to an account designated by our Company, which will
be primarily utilized by our Company to redeem the Listed NCDs. The sale of the VEPL CCPS by our
Company to Mr. Ravi B. Goyal is proposed to be completed prior to the commencement of listing and trading of
the Equity Shares on the Stock Exchanges. Mr. Ravi B. Goyal and our Company have also provided reciprocal
indemnity to each other for all losses, subject to certain exceptions, which arise out of, or in any way relate to, or
result from, or in connection with any misrepresentation, inaccuracy of or breach of any of the warranties,
whether in whole or in part, set out in the VEPL CCPS SPA. The aggregate liability of each indemnifying party
for any and all claims under the agreement shall not exceed 100% of the CCPS Sale Consideration.

The VEPL CCPS SPA shall be terminated automatically if the listing pursuant to the Offer or the closing
pursuant to the agreement does not take place within 12 months from receipt of SEBI final comments on the
DRHP or if the Company decides to withdraw the Offer or in case of failure of the Offer at any time, prior to the
date of Allotment.

Our Company shall primarily utilize the CCPS Sale Consideration to redeem/pre-pay the Listed NCDs. For
details in relation to the terms on which the Listed NCDs have been issued, please see “Financial Indebtedness”
on page 315.

Share Escrow Agreement dated November 29, 2021 between Mr. Ravi B. Goyal, Link Intime India Private
Limited and our Company (“CCPS Share Escrow Agreement”)

Our Company has entered into a CCPS Share Escrow Agreement dated November 29, 2021 with Mr. Ravi B.
Goyal and Link Intime India Private Limited (“CCPS Share Escrow Agent”) to record the terms on which the
VEPL CCPS would be deposited by our Company with the CCPS Escrow Agent and the manner in which the
VEPL CCPS would be transferred to Mr. Ravi B. Goyal in accordance with the terms of the VEPL CCPS SPA.
For further details, please see - Other Agreements - Share purchase agreement dated August 16, 2021 between
Mr. Ravi B. Goyal and our Company, as amended by the amendment letter dated December 1, 2021” on page
190.

Cash Escrow Agreement dated December 1, 2021 between Mr. Ravi B. Goyal, HDFC Bank Limited and our
Company (“CCPS Cash Escrow Agreement”)

Our Company has entered into a CCPS Cash Escrow Agreement dated December 1, 2021 with Mr. Ravi B.
Goyal and HDFC Bank Limited (“CCPS Cash Escrow Bank”) to open a separate cash escrow account with the
CCPS Cash Escrow Bank (“CCPS Cash Escrow Account”) in order to receive the CCPS Sale Consideration
from Mr. Ravi B. Goyal, and record the terms on which the CCPS Sale Consideration will be transferred to our
Company, and the operation of the CCPS Cash Escrow Account. For further details, please see — Other
Agreements - Share purchase agreement dated August 16, 2021 between Mr. Ravi B. Goyal and our Company,
as amended by the amendment letter dated December 1, 2021” on page 190.

Agreements with Key Managerial Personnel or Directors or Promoters or any other employee of the
Company

As of the date of this Prospectus, there are no agreements entered into by the Key Managerial Personnel,
Directors, Promoters or any other employees of our Company, either by themselves or on behalf of any other
person, with any Shareholder or any other third party with regard to compensation or profit sharing in
connection with dealings in the securities of our Company.

Guarantees by the Promoter Selling Shareholder

Mr. Ravi B. Goyal, the Promoter Selling Shareholder, has given the following personal guarantees:

e An unconditional, absolute and irrevocable personal guarantee in favour of Vistra ITCL (India)
Limited to secure the obligations of the Company to pay the debt payments in accordance with the
terms of the Debenture Trust Deed in respect of the rated, listed, secured, redeemable, non-convertible
debentures aggregating to 75,500 million issued by our Company (the “Listed NCDs”). In addition to
the personal guarantee provided by Mr. Ravi B. Goyal, the Listed NCDs are also secured by charges on
our cash flows arising from certain identified contracts, hypothecation of specified current assets and a
mortgage over identified immovable properties of the Company. For further details, please see “Capital
Structure — Non-Convertible Debentures” and “Financial Indebtedness” on pages 102 and 315; and

191
OUR MANAGEMENT
Board of Directors

In accordance with our Articles of Association, our Company is required to have not less than three Directors
and not more than 15 Directors. As of the date of this Prospectus, our Board comprises eight Directors including
the Chairman and Managing Director, two Executive Directors, four Independent, Non-Executive Directors and
one Non-Independent, Non-Executive Director (who is also the woman Director). The present composition of
our Board and its committees is in accordance with the corporate governance requirements provided under the

Companies Act and the SEBI Listing Regulations.

The following table sets forth details regarding our Board as of the date of this Prospectus.

 

 

 

 

 

 

 

Name, DIN, Designation, Address, Occupation, ‘Ase
S.No. | Current Term, Period of Directorship and Date of Other Directorships
en (Years)
a Mr. Ravi B. Goyal 59
Indian Companies:
DIN: 01374288 1. AGS Sundyne Technologies Private Limited
— a 2. Fillon Technologies India Private Limited
Designation: Chairman and Managing Director 3.Instrument Research Associates Private Limited
Address: C-3101, 31* Floor, Beau Monde Ow Food Brands Private Limited
‘Appasaheb Marathe Nan 5.Vineha Enterprises Private Limited
ppasal 2 oe
Pubhadévi 6.India Transact Services Limited
Mumbai 400 025 7.Securevalue India Limited
Maharashtra, India 8.AGS Community Foundation
Occupation: Business Foreign Companies:
1.Global Transact Services Pte. Ltd.
Current Term: Three years i.e. from August 1, 2021 2.PT. Nova Digital Perkasa ~ Commissioner
to July 31, 2024
Period of Directorship: Director since December 11,
2002 and Managing Director since October 1, 2008
Date of Birth: May 2, 1962
2; Mrs. Anupama R. Goyal 56
Indian Companies:
DIN: 02696453 1. Vineha Enterprises Private Limited
2. India Transact Services Limited
Designation: Non-Independent, _ Non-Executive 3. AGS Community Foundation
Director
Address: C-3101, 31* Floor, Beau Monde
Appasaheb Marathe Marg
Prabhadevi
Mumbai 400 025
Maharashtra, India
Occupation: Homemaker
Current Term: Liable to retire by rotation
Period of Directorship: Director from April 1, 2010
September 16, 2010, and since August 10, 2012
Date of Birth: September 10, 1965
3 Mr. Sudip Bandyopadhyay 87
Indian Companies:
DIN: 00007382 1. Totalstart Entrepreneurship Ecosystem Developers
2. India Transact Services Limited
Designation: Independent, Non-Executive Director 3. Securevalue India Limited
4, Inditrade Microfinance Limited
Address: 23rd Floor, 2301, West Wing, World One, 5. Inditrade Fincorp Limited
World Tower, Senapati Bapat Marg, 6, Inditrade Rural Marketing Limited
Next Kamla Mill, Upper Worli, Delisle Road, 7. VST Industries Limited
Mumbai 400 013 8. Inditrade Capital Limited
Maharashtra, India 9. Inditrade Scalerator Limited
10. Smart Bharat Private Limited
Occupation: Professional

 

 

 

 

193

 
 

Name, DIN, Designation, Address, Occupation,

 

 

 

 

 

e
S.No. | Current Term, Period of Directorship and Date of As Other Directorships
Birth (Years)
Current Term: Five years with effect from March 12,
2018
Period of Directorship: Independent, Non-Executive
Director since March 12, 2015
Date of Birth: April 6, 1964
a Mr. Vijay Chugh o7
Indian Companies:
DIN: 07112794 1. India Transact Services Limited
2. Securevalue India Limited
Designation: Independent Non-Executive Director 3. Inditrade Microfinance Limited
4, Inditrade Fincorp Limited
Address: Flat D-101, Ashford Royale 5. Arka Fincap Limited
S Samuel Marg, Nahur 6. Dhani Services Limited
Mumbai 400 078 7. Access Development Services
Maharashtra, India 8. Tapits Technologies Private Limited
Occupation: Professional
Current Term: Five years with effect from March 12,
2018
Period of Directorship: Independent, Non-Executive
Director since March 12, 2018
Date of Birth: December 29, 1954
5. Mr. Rahul Narain Bhagat 38
Indian Companies:
DIN: 02473708 1. Indian Public Schools Society
2. Securevalue India Limited
Designation: Independent, Non-Executive Director 3. World Monuments Fund India Association
4, SOTC Travel Limited
Address: B-502, 5" Floor 5. India Transact Services Limited
Vivarea, Sane Guruji Marg 6. JSW IP Holdings Private Limited
Jacob Circle 7.Padmini VNA Mechatronics Limited
Mumbai 400 011 8, Arka Financial Holdings Private Limited
Maharashtra, India
Occupation: Business Consultant
Current Term: Five years with effect from June 7,
2018
Period of Directorship: Independent, Non-Executive
Director since June 7, 2018
Date of Birth: September 27, 1963
6. Mr. Subrata Kumar Mitra 74

 

DIN: 00029961
Designation: Independent, Non-Executive Director
Address: B1201, Phoenix Towers

Senapati Bapat Marg

Lower Parel

Mumbai 400 013
Maharashtra, India

Occupation: Corporate Advisory Services

Current Term: Five years with effect from July 20,
2021

Period of Directorship: Independent, Non-Executive
Director since July 20, 2021

Date of Birth: January 16, 1948

 

 

Indian Companies:
1. Onward Technologies Limited
2. IL&FS Engineering and Construction Company
Limited
3, IL&ES Transportation Networks Limited
4, Centrum Capital Limited
5, Centrum Financial Services Limited
6. Inditrade Fincorp Limited
7. Asirvad Micro Finance Limited
8. Centrum Broking Limited (CN)
9. Roadstar Investment Managers Limited

 

194

 
 

Name, DIN, Designation, Address, Occupation, Ae

S.No. | Current Term, Period of Directorship and Date of Other Directorships

 

Birth (Years)
Zs Mr. Stanley Johnson P 48
Indian Companies:
DIN: 08914900 1. Confederation of ATM Industry
Designation: Executive Director Foreign Companies:

1. Novus Technologies (Cambodia) Company Limited
Address: B-203, Anmol Complex, Excel Estate
S.V. Road, Goregaon (West)

Mumbai 400 062

Maharashtra, India

Occupation: Employment

Current Term: Three years from June 9, 2021. Liable
to retire by rotation

Period of Directorship: Executive Director since June
9, 2021

Date of Birth: December 24, 1973

 

 

8 Mr. Vinayak R. Goyal 29
Indian Companies:
DIN: 09199173
1. India Transact Services Limited
Designation: Executive Director

Address: C-3101, 31* Floor, Beau Monde
Appasaheb Marathe Marg,

Prabhadevi

Mumbai 400 025

Maharashtra, India

Occupation: Employment

Current Term: Three years from June 9, 2021. Liable
to retire by rotation

Period of Directorship: Executive Director since June
9, 2021

 

 

 

Date of Birth: December 10, 1992

 

Relationship between our Directors

 

 

 

 

 

 

Name of the Director Relationship
Mrs. Anupama R. Goyal Wife of Mr. Ravi B. Goyal
Mr. Vinayak R. Goyal Son of Mr. Ravi B. Goyal and Mrs. Anupama R. Goyal

 

Except as stated above, none of our Directors are related to each other.
Brief Biographies of our Directors

Mr. Ravi B. Goyal is the Chairman and Managing Director of our Company. He was appointed as a Director on
December 11, 2002, and as the Managing Director of our Company on October 1, 2008. He was most recently
re-appointed as the Managing Director of our Company with effect from August 1, 2021. He is responsible for
the management of the overall operations of our Company and our Subsidiaries. He is currently also on the
boards of our Subsidiaries, ITSL, SVIL and GTSL. He holds a Bachelor of Engineering degree from the
Mumbai University. He has approximately 26 years of experience in the field of technology. He has previously
worked with DCM Limited and Byte Systems Private Limited. Prior to establishing our Company, he
established Advanced Graphic Systems, a proprietory concern, to market computer-aided textile designing
software. He has been awarded the ‘Innovative Leader Award’ (2017) at the MODI (Making of Developed
India) Awards, the ‘Best Payments Entrepreneur of the Year (2018)’ at the Payments and Cards Summit
organized by Kamikaze and the ‘Promising Entrepreneur of India (2019)’ Award from the Economic Times (ET
Edge). He was also presented the ‘Pride of India Award (2018)’ for outstanding individual achievements and
distinguished services to the nation by the Citizen Integration Peace Institute.

 

 

195

 
Mrs. Anupama R. Goyal is a Non-Independent, Non-Executive Director of our Company. She was appointed
as a Director on April 1, 2010. She resigned on September 16, 2010 and was re-appointed as a Director on
August 10, 2012. On September 18, 2017, she was re-appointed as a director liable to retire by rotation. She is
also a director on the board of our Subsidiary, ITSL. She completed her school education from the Maharani
Gayatri Devi Public School, Jaipur.

Mr. Sudip Bandyopadhyay is an Independent, Non-Executive Director of our Company. He was appointed as
a Director on September 16, 2010 and was designated as an independent Director under the Companies Act,
2013 on March 12, 2015. He was re-appointed as an independent, non-executive Director of our Company on
March 12, 2018. He is also a director on the boards of our Subsidiaries, ITSL and SVIL. He is a Chartered
Accountant certified by the ICAI and a Cost and Works Accountant certified by the Institute of Cost and Works
Accountants of India. Currently, he is the group chairman of Inditrade Group of Companies. He was the
managing director of Destimoney Securities Private Limited until September, 2015. He has previously worked
with Reliance Securities Limited as the Wholetime Director and was also on the board of several Reliance ADA
Group companies.

Mr. Vijay Chugh is an Independent, Non-Executive Director of our Company. He was appointed as a Director
on March 12, 2015, and was re-appointed as an independent, non-executive Director of our Company on March
12, 2018. He is also a director on the boards of our Subsidiaries, ITSL and SVIL. He holds a Bachelor of Arts
degree (Honours course) from the Delhi University and a Master of Arts degree from the University of
Rajasthan. Mr. Chugh also holds a Post Graduate Diploma in Business Administration from the KC College of
Management Studies, Mumbai. He is a Certificated Associate of the Indian Institute of Bankers and has been
awarded an Advanced Certificate for Executives in Management, Innovation and Technology from the Sloan
School of Management, Massachusetts Institute of Technology, U.S.A. He has over 32 years of experience at
the Reserve Bank of India in the fields of supervision and regulation of commercial banks, rural credit and
development, payment and settlement systems and core banking solutions. He superannuated in the rank of
Principal Chief General Manager, Department of Payment and Settlement Systems of the RBI. He has
previously been a nominee of the RBI on the boards of directors of the State Bank of Patiala and the United
Bank of India. Upon his retirement from the RBI, he has been a consultant to (a) the United Nations Capital
Development Fund, and (b) the World Bank Group on assignments in India, Nepal, Ethiopia, Vietnam and
South Africa. His international experience includes representing the RBI as a member of the Committee for
Payments and Market Infrastructure (Bank for International Settlements, Switzerland) and the SAARC
Payments Council and as Director, Payment & Settlement Systems of SEACEN, Malaysia.

Mr. Rahul Narain Bhagat is an Independent, Non-Executive Director. He was appointed as an Independent,
Non-Executive Director on June 7, 2018. He is also an independent director on the board of our Subsidiaries,
SVIL and ITSL. He holds a Master of Arts degree in International Affairs from the College of William and
Mary, Williamsburg, U.S.A and a Bachelor of Arts (Honours) degree in History from St. Stephen’s College,
Delhi University, India. He has over three decades of experience in consumer banking, and has been listed on
the Asian Banker’s on their List of Leading Practitioners. Previously, he has worked at HDFC Bank Limited as
Country Head — Retail Liabilities, Marketing and Direct Banking Channels. He has also worked with Bank of
America NA and ANZ Grindlays Bank Limited. Between 2015 and 2017, he advised Vodafone India Limited
on launching a payments bank in India, and was appointed the CEO (designate) of its proposed bank. He has
also served on (i) the Standing Committee on Retail Banking, Indian Banks’ Association, (ii) the Executive
Committee, National Securities Depository Limited, (iii) the Global Advisory Board, NCR Corporation and (iv)
the Indian Public Schools’ Society. He is also actively involved in the fields of education and heritage
conservation. He is a Founder Director of the World Monuments Fund India Association, and serves on the
Board of Governors of The Doon School.

Mr. Subrata Kumar Mitra is a Non-Executive, Independent Director on the Board of our Company. He was
appointed as a director on July 20, 2021. He holds a Master of Science degree from the University of Calcutta
and a degree of Master in Management Science from the Texas Christian University, USA. He is currently also
a director on the boards of Centrum Capital Limited, Asirvad Micro Finance Limited, IL&FS Engineering and
Construction Company Limited, Roadstar Investment Managers Limited and Onward Technologies Limited. In
the past, he has also been a director of Aditya Birla Finance Limited, Aditya Birla Sun Life Insurance Company
Limited, LIC Mutual Fund Asset Management Limited, L&T Mutual Fund Trustee Limited and Aditya Birla
Sun Life AMC Limited. He has extensive experience in the fields of management and finance. Previously, he
has been the director of Aditya Birla Management Corporation Private Limited, the chief executive of GIC
Mutual Fund, the managing director of GIC Asset Management Company Limited, a manager in the merchant

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banking division of Chartered Bank (currently known as Standard Chartered Bank), a vice president of
American Express Bank Limited and an officer in Bank of India.

Mr. Stanley Johnson P is an Executive Director on the Board of our Company. He has been appointed as an
Executive Director with effect from June 9, 2021. He holds a Bachelor of Science degree from Mumbai
University. He also holds a Masters in Computer Applications degree from The International University, U.S.A.
Stanley has been associated with our Company since August 16, 2010. He has been instrumental in
strengthening and expanding our banking outsourcing operations across India. He is also a director on the board
of our overseas step-down subsidiary, Novus Technologies (Cambodia) Company Limited. Stanley has over 26
years of experience in the field of payment industry. Prior to joining our Company, he was associated with FIS
Payments Solutions and Services India Private Limited. He is a recipient of the ‘Chairman’s Award’ from the
eFunds Corporation in 2006. Further, he is a director of Confederation of ATM Industry, a registered non-profit
trade association.

Mr. Vinayak R. Goyal is an Executive Director on the Board of our Company. He has been appointed as an
Executive Director with effect from June 9, 2021. He is also a non-executive director on the board of our
subsidiary, ITSL. He holds a Bachelor of Science degree in Computer Engineering from Purdue University,
USA, and has previously worked with Avendus Capital Private Limited as an analyst. He works closely with the
management to drive strategic and business initiatives at our Company.

Terms of Appointment of Chairman and Managing Director

1. Mr. Ravi B. Goyal

Mr. Ravi B. Goyal was appointed as one of the first Directors with effect from December 11, 2002, the date of
incorporation of our Company. He is also the Chairman of our Company. He was most recently re-appointed as
Managing Director of our Company with effect from August 1, 2021 for a period of three years pursuant to a
resolution passed by the Shareholders on June 18, 2021. The following are some of the principal terms of his
remuneration as the Managing Director of our Company, as specified in the Employment Agreement dated July
23, 2021 between our Company and Mr. Ravi B. Goyal:

1. Our Company is required to pay Mr. Ravi B. Goyal, on a total cost to company basis, remuneration in
the range of 22.5 million per month to 24.5 million per month (80.00% fixed and 20.00% variable),
including any payment of rent towards his residential premises payable by our Company to him, with
an authority to the Board and Shareholders (as the case may be) to increase such remuneration payable
to him from time to time. The remuneration is subject to all necessary statutory deductions and
withholdings and appropriations. Our Company is also entitled to set off any amounts on account of
any sums due and payable by him to our Company. He was paid a remuneration of %24 million in
Fiscal 2021.

2: Mr. Ravi B. Goyal is entitled to the following perquisites:

(a) Medical insurance in accordance with the policies of our Company;
(b) Company car for official duties;

(c) Club fees;

(d) Phone and communication facilities at residence;

(e) Leave travel for self and family;

(f) Other entitlements in accordance with the policies of our Company; and

(g) Airfare entitlements, hotel accommodation, per diem and other entitlements/allowances in

accordance with our Company’s travel rules in force.

The remuneration paid above does not include (i) our Company’s contribution to the provident fund or the
superannuation fund on his behalf; (ii) gratuity payable and leave encashment at the end of his tenure, each in
accordance with the rules of our Company.

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He is further entitled to such amount of commission for each Financial Year as may be recommended by the
Nomination and Remuneration Committee and approved by the Board, provided that such commission will not
be less than six months’ salary and not greater than nine months’ salary payable to him.

Payment or Benefit to Directors
Details of the remuneration paid to the Directors by our Company for Financial Year 2021 are disclosed below.

dy Compensation to the Executive Directors

a. The total remuneration paid by our Company to Mr. Ravi B. Goyal, Chairman and Managing Director,
during Fiscal 2021 was 224 million.

b. The total remuneration paid by our Company to Mr. Stanley Johnson P and Mr. Vinayak R. Goyal,
Executive Directors of our Company, during Fiscal 2021 was 221.93 million” and NIL”, respectively.
*Mr. Stanley Johnson P was appointed as an Executive Director with effect from June 9, 2021.
However, in Financial Year 2021 he received a compensation of 321.93 million in his capacity as Head
— Banking Outsourcing.

**Mr. Vinayak R. Goyal was appointed as an Executive Director with effect from June 9, 2021, and as
such he received no compensation in Financial Year 2021.

Ze Compensation to Non-Executive Directors

Only Independent, Non-Executive Directors are entitled to receive sitting fees of %100,000 for
attending each meeting of our Board and sitting fees of %50,000 for attending each meeting of any duly
constituted committee of our Board. Further, the Independent, Non-Executive Directors are also
entitled to receive profit related commission in accordance with the terms of their respective
appointment letters, within the limits specified under the Companies Act, 2013.

The details of the sitting fees paid and other compensation made to the Independent, Non-Executive
Directors during Financial Year 2021 are as disclosed below.

 

 

 

 

 

5: a ae Sitting Fees in® | Commission (in® | Total Remuneration
No. million) million) paid (in 2 million)

1. | Mr. Sudip Bandyopadhyay 118 3.50 4.68
2. | Mir. Vijay Chugh LB 3.50 1
3. | Mr, Rahul Narain Bhagat 115 3.50 4.65
4. Mr. Subrata Kumar Mitra* 0.55 0.00 0.00

 

 

 

 

 

 

 

* Appointed with effect from July 20, 2021
There is no deferred or contingent compensation payable to any of our Directors.
Remuneration from Subsidiaries or Associate

None of our Directors have been paid any remuneration from our Subsidiaries or Associate, including
contingent or deferred compensation accrued for the year during Fiscal 2021.

Shareholding of our Directors in our Company

As per our Articles of Association, our Directors are not required to hold any qualification shares.

For details of the shareholding of our Directors in our Company, see “Capital Structure — Details of the
Shareholding of our Directors and Key Managerial Personnel as on the date of filing of this Prospectus” on

page 92.

For details of employee stock options held by our Directors, see “Capital Structure - Employee Stock Option

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Schemes” on page 92.

Arrangement or Understanding with Major Shareholders, Customers, Suppliers or Others

None of our Directors have been appointed or selected as a member of senior management pursuant to any
arrangement or understanding with major Shareholders, customers, suppliers or others.

There are no contracts appointing or fixing the remuneration of the Directors of our Company entered into
within, or prior to the two years immediately preceding the date of this Prospectus other than as disclosed in “—
Terms of Appointment of Chairman and Managing Director” on page 197.

Interest of Directors

1.

All Directors may be deemed to be interested to the extent of (i) sitting fees, if any, payable to them for
attending meetings of our Board and other remuneration payable or reimbursement of expenses to
them, (ii) Equity Shares and stock options, if any, already held by them or their relatives or any firms,
companies and trusts in which our Directors are interested as a director, member, partner or trustee, in
our Company and any dividend payable to them and other benefits arising out of such shareholding,
(iii) transactions entered into in the ordinary course of business with companies in which our Directors
hold directorship, and (iv) their directorship on the board of directors of, and/or their shareholding in
our Company, our Subsidiaries and our Group Companies, as applicable.

Other than statutory benefits upon termination of employment of the Chairman and Managing Director
and the Executive Directors in our Company, our Company has not entered into any service contracts
with our Directors providing for benefits upon termination of their employment.

None of our Directors are a party to any bonus or profit-sharing plan by our Company.

Other than Mr. Ravi B. Goyal, who is a Promoter of our Company, none of our Directors have any
interest in the promotion or formation of our Company.

Except as disclosed below, none of our Directors have any interest in any property acquired preceding
the date of this Prospectus or proposed to be acquired by our Company, or in any transaction by our
Company for acquisition of land, construction of building or supply of machinery.

Pursuant to a sale deed dated March 31, 2018, our Company acquired a property situated at survey nos.
172/3, 173/3 and 173/4, Ground Floor and First Floor, Behind Olive Health Care, Village Dabhel,
Daman 396 210 from Mr. Ravi B. Goyal, our Chairman and Managing Director, for an aggregate
consideration of 2105.75 million. This property is being used by our factory located in Daman. This
acquisition was approved by our Board of Directors and our Shareholders by their resolutions dated
August 22, 2017 and September 25, 2017, respectively.

Mr. Ravi B. Goyal is interested in our Company in addition to the above to the extent of deposit
provided by our Company for the use of 601 Trade World, B Wing, Kamala Mill Compound, Senapati
Bapat Marg, Lower Parel, Mumbai 400 013 which is a part of our Registered Office.

Mrs. Anupama R. Goyal is interested in our Company to the extent of deposit provided by, and rent
received from, our Company for the use of -602 Trade World, B Wing, Kamala Mill Compound,
Senapati Bapat Marg, Lower Parel, Mumbai 400 013 which is a part of our Registered Office.

Our Directors are not interested as a member of a firm or company, and no sum has been paid or agreed
to be paid to our Directors or to such firm or company in cash or shares or otherwise by any person
either to induce them to become, or to help them qualify as a Director, or otherwise for services
rendered by them or by the firm or company in which they are interested, in connection with the
promotion or formation of our Company other than as disclosed in “Our Promoters and Promoter
Group” on page 210.

None of our Directors have any interest in our business or in any transaction by our Company for the

acquisition of land, construction of building or supply of any machinery except as disclosed in this
section, “Our Promoters and Promoters Group”, “Our Group Companies”, “Capital Structure” and

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“Financial Statements” on pages 210, 214, 80 and 217, respectively.

8. Mr. Ravi B. Goyal and Mrs. Anupama R. Goyal are further interested to the extent of the monthly
remuneration of 20.6 million paid by our Company to Mr. Kiran B. Goyal (brother of Mr. Ravi B.
Goyal and brother-in-law of Mrs. Anupama R. Goyal), who has been re-appointed as a consultant to
our Company with effect from July 7, 2021 for a period of three years pursuant to a professional
services agreement dated July 7, 2021.

Confirmations
None of our Directors is or was a director of any listed company during the five years immediately preceding
the date of this Prospectus, whose shares have been, or were suspended from being traded on any of the stock

exchanges during the term of their directorship in such company.

None of our Directors is or was a director of any listed company which has been, or was delisted from any stock
exchange during the term of their directorship in such company.

None of our Directors have been declared as ‘Fraudulent Borrowers’ by any bank, financial institution or
lending consortium, in accordance with the ‘Master Directions on Frauds Classification and Reporting by
commercial banks and select FIs’ dated July 1, 2016, as updated, issued by the RBI.

Changes in the Board during the Last Three Years

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective Date of
S. No. Name Appointment/Change in Reason
designation/Cessation
1. | Mr. Ravi B. Goyal August 1, 2021 Re-appointed as Managing
Director
2. | Mr. Subrata Kumar July 20, 2021 Appointed as an Independent, Non-
Mitra Executive Director
ae Mr. Badrinarain K. June 9, 2021 Resignation
Goyal
4.__| Mr. Stanley Johnson P__| June 9, 2021 Appointment as Executive Director
5. | Mr. Vinayak R. Goyal | June 9, 2021 Appointment as Executive Director
6. Mr. Sivanandhan December 16, 2019 Resignation
Dhanushkodi
7._| Mr. Jagdish Capoor January 2, 2019 Resignation

 

Borrowing Powers of our Board

In accordance with our Articles of Association and pursuant to a resolution of the Shareholders dated December
16, 2020, the Board of Directors has been authorized to borrow any sums of money from time to time, which
money, together with the money already borrowed by the Company, will exceed the aggregate of our paid-up
share capital and free reserves (reserves not set apart for any specific purposes), provided however, the total
amount so borrowed and outstanding at any point of time shall not exceed 212,500 million.

Corporate Governance

Our Company is in compliance with the requirements of the applicable regulations, including the SEBI Listing
Regulations (as applicable to equity listed company), the Companies Act and the SEBI ICDR Regulations, in
respect of corporate governance, including in relation to the constitution of our Board and committees thereof.

Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations. Our
corporate governance framework is based on an effective independent Board, separation of the Board’s
supervisory role from the executive management team and constitution of committees of our Board, as required
under applicable law. Our Board functions either as a full Board or through various committees constituted to
oversee specific operational areas. Our Company’s executive management provides our Board with detailed
reports on its performance periodically.

As of the date of this Prospectus, our Board comprises eight Directors, of which one is the Chairman and

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Managing Director, two are Executive Directors, four are Independent, Non-Executive Directors and one Non-
Independent, Non-Executive woman Director. Further, in accordance with the requirements of the SEBI Listing
Regulations, three of our Independent, Non-Executive Directors, namely, Mr. Sudip Bandyopadhyay, Mr. Vijay
Chugh and Mr. Rahul Narain Bhagat, have been appointed as directors of our Material Subsidiary, SVIL.

Committees of the Board

In addition to the committees of our Board described below, our Board may constitute committees for various.
functions from time to time.

Audit Committee

The members of our Audit Committee are:

Mr. Sudip Bandyopadhyay (Chairperson);
Mr. Ravi B. Goyal;

Mr. Vijay Chugh; and
Mr. Rahul Narain Bhagat.

BON

Our Audit Committee was constituted by our Board pursuant to a resolution dated September 16, 2010 and was.
last reconstituted by our Board pursuant to a resolution dated August 4, 2021.

The scope and functions of the Audit Committee are in accordance with Section 177 of the Companies Act and
Regulation 18 of the SEBI Listing Regulations, and its terms of reference are as disclosed below:

a. overseeing the Company’s financial reporting process and disclosure of its financial information
to ensure that the financial statements are correct, sufficient and credible;
b. recommending to the Board, the appointment, re-appointment, and replacement, remuneration
and terms of appointment of the auditors of the Company;
c. reviewing and monitor the statutory auditors’ independence and performance and the
effectiveness of audit process;
d. approval of payments to the statutory auditors for any other services rendered by statutory
auditors;
e. reviewing with the management, the annual financial statements and auditor’s report thereon
before submission to the Board for approval, with particular reference to:
* matters required to be stated in the Directors’ responsibility statement to be included in the
Board’s report in terms of Section 134(3)(c) of the Companies Act, as amended;
+ changes, if any, in accounting policies and practices and reasons for the same;
* major accounting entries involving estimates based on the exercise of judgment by
management;
* — significant adjustments made in the financial statements arising out of audit findings;
* compliance with listing and other legal requirements relating to financial statements;
+ disclosure of any related party transactions; and
* qualifications and modified opinions in the draft audit report.
reviewing with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;
scrutiny of inter-corporate loans and investments;
valuation of undertakings or assets of the Company, wherever it is necessary;
evaluation of internal financial controls and risk management systems;
approval or any subsequent modification of transactions of the Company with related parties;
reviewing with the management, the statement of uses/application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for
purposes other than those stated in the offer document/prospectus/notice and the report submitted
by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and
making appropriate recommendations to the Board to take up steps in this matter;
approving or subsequently modifying transactions of the Company with related parties;
m. establishing a vigil mechanism for directors and employees to report their genuine concerns or
grievances;
n. reviewing, with the management, the performance of statutory and internal auditors and adequacy
of the internal control systems;

wor poe

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0. reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit;

p. discussion with internal auditors on any significant findings and follow up thereon;

q. reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the Board;

r. discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

s. looking into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

t. approval of appointment of the chief financial officer, or any other person heading the finance
function or discharging that function, after assessing the qualifications, experience and
background, etc. of the candidate;

u. reviewing the functioning of the whistle blower mechanism;

v. ensuring that an information system audit of the internal systems and process is conducted at least
once in two years to assess operational risks faced by the Company;

w. reviewing the utilization of loan and/or advances from investment by the holding company in the
subsidiaries exceeding INR 100 crore or 10% of the asset size of the subsidiary, whichever is
lower including existing loans / advances / investments;

xX. considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders;

y. formulating a policy on related party transactions, which shall include materiality of related party
transactions; and

z. performing such other functions as may be delegated by the Board and/or prescribed under the
SEBI Listing Regulations, the Companies Act or other applicable law.

The Audit Committee is required to meet at least four times in a year with a maximum interval of 120 days
between two meetings in accordance with the SEBI Listing Regulations. The Audit Committee has the authority
to investigate into any matter in relation to the items specified under the terms of reference or such other matter
as may be referred to it by the Board for such purpose.

Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:

Mr. Vijay Chugh (Chairperson);
Mr. Ravi B. Goyal

Mr. Rahul Narain Bhagat

Mr. Subrata Kumar Mitra; and
Mr. Sudip Bandyopadhyay.

WE wie

The Nomination and Remuneration Committee was constituted by our Board pursuant to a resolution dated
September 16, 2010 and was last reconstituted by our Board pursuant to a resolution dated August 4, 2021.

The scope and functions of the Nomination and Remuneration Committee are in accordance with Section 178 of
the Companies Act, Regulation 19 of the SEBI Listing Regulations and Regulation 5 of the SEBI SBEB
Regulations, and its terms of reference are as disclosed below:

a. formulating the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the Board a policy relating to the remuneration of the directors, key
managerial personnel and other employees;

b. formulation of criteria for evaluation of the performance of independent directors and the Board;

c. devising a policy on diversity of the Board;

d. identifying persons, who are qualified to become directors or who may be appointed in senior
management in accordance with the criteria laid down, recommending to the Board their
appointment and removal and carrying out evaluation of every director’s performance;

e. determining whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;

f. recommend remuneration of executive directors and any increase therein from time to time within

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the limit approved by the members of the Company;

g. | recommending remuneration to non-executive directors in the form of sitting fees for attending
meetings of the Board and its committees, remuneration for other services, commission on
profits;

h. recommend to the Board, all remuneration, in whatever form, payable to senior management;

i. performing such functions as are required to be performed by the compensation committee under
the SEBI SBEB Regulations 2014;

j. engaging the services of any consultant/professional or other agency for the purpose of
recommending compensation structure/policy;

k. analysing, monitoring and reviewing various human resource and compensation matters;

|. reviewing and approving compensation strategy from time to time in the context of the then
current Indian market in accordance with applicable laws;

m. framing suitable policies and systems to ensure that there is no violation, by an employee of any

applicable laws in India or overseas, including:

+ The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

* The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade

Practices relating to the Securities Market) Regulations, 2003, as amended; and

performing such other functions as may be delegated by the Board and/or prescribed under the

SEBI Listing Regulations, the SEBI SBEB Regulations 2014, the Companies Act, each as

amended or other applicable law.

B

The Nomination and Remuneration Committee is required to meet at least once every year in accordance with
the SEBI Listing Regulations.

Stakeholders’ Relationship Committee
The members of the Stakeholders’ Relationship Committee are:

1. Mr. Rahul Narain Bhagat (Chairperson)
2. Mr. Vijay Chugh; and
3. Mr. Sudip Bandyopadhyay.

The Stakeholders’ Relationship Committee was constituted by our Board pursuant to a resolution dated March
12, 2015 and was last reconstituted by our Board pursuant to a resolution dated August 4, 2021.

The scope and functions of the Stakeholders’ Relationship Committee are in accordance with Section 178 of the
Companies Act and Regulation 20 of the SEBI Listing Regulations, and its terms of reference are as disclosed
below:

a. redressal of grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc. and assisting with quarterly reporting of
such complaints;

b. review measures taken for effective exercise of voting rights by shareholders;

c. review adherence to the service standards adopted by the Company in respect of various services
being rendered by the registrar and share transfer agent;

d. review the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company; and

e. formulation of procedures in line with the statutory guidelines to ensure speedy disposal of
various requests received from shareholders from time to time;

f. to approve, register, refuse to register transfer or transmission of shares and other securities;

g. to sub-divide, consolidate and or replace any share or other securities certificate(s) of the
Company;

h. to issue duplicate share or other security(ies) certificate(s) in lieu of the original
share/security(ies) certificate(s) of the Company;

i. to dematerialize or rematerialize the issued shares;

j. to further delegate all or any of the power to any other employee(s), officer(s), representative(s),
consultant(s), professional(s), or agents(s); and

k. performing such other functions as may be delegated by the Board and/or prescribed under the

203
SEBI Listing Regulations and the Companies Act or other applicable law.

The Stakeholders’ Relationship Committee is required to meet at least once in a year in accordance with the
SEBI Listing Regulations.

Risk Management Committee

The members of the Risk Management Committee are:

1. Mr. Vijay Chugh (Chairperson);
2. Mr. Ravi B. Goyal; and
3. Mr. Rahul Narain Bhagat.

The Risk Management Committee was constituted by our Board pursuant to a resolution dated March 12, 2015
and was last reconstituted by our Board pursuant to a resolution dated August 4, 2021.

The terms of reference of the Risk Management Committee are in accordance with the SEBI Listing
Regulations, and its terms of reference are as disclosed below:

a.

to formulate a detailed risk management policy which shall include: (i) a framework for
identification of internal and external risks specifically faced by the Company, in particular
including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Committee; (ii)
measures for risk mitigation including systems and processes for internal control of identified
risks; and (iii) business continuity plan.

to ensure that appropriate methodology, processes and systems are in place to monitor and
evaluate risks associated with the business of the Company;

to monitor and oversee implementation of the risk management policy, including evaluating the
adequacy of risk management systems;

to periodically review the risk management policy, at least once in two years, including by
considering the changing industry dynamics and evolving complexity;

to keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;

the appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be
subject to review by the Risk Management Committee”; and

performing such other functions as may be delegated by the Board or prescribed under the SEBI
Listing Regulations and other applicable law.

The Risk Management Committee shall coordinate its activities with other committees, in instances where there
is any overlap with activities of such committees, in accordance with the framework set out by the Board.

The Risk Management Committee is required to meet at least two times in a year with a maximum interval of
180 days between two meetings in accordance with the SEBI Listing Regulations

In addition to the above, our Company has also constituted committees such as a Corporate Social
Responsibility Committee under the Companies Act, an IPO Committee and a Management Committee.

204
 
Key Managerial Personnel of our Company

The Key Managerial Personnel (as defined under the SEBI ICDR Regulations) of our Company as of the date
of this Prospectus are as disclosed below.

Mr. Ravi B. Goyal is the Chairman and Managing Director of our Company. For further details in relation
to him, see “~ Brief Biographies of our Directors” on page 195. For details of compensation paid to him, see
“Terms of Appointment of Chairman and Managing Director” on page 197.

Mr. Stanley Johnson P is an Executive Director of our Company. For further details in relation to him, see
“— Brief Biographies of our Directors” on page 197. For details of compensation paid to him, see “-Payment
or Benefit to Directors on page 198.

Mr. Vinayak R. Goyal is an Executive Director of our Company. For further details in relation to him, see
“— Brief Biographies of Directors” on page 197. For details of compensation paid to him, see “Payment or
Benefit to Directors” on page 198.

Mr. Saurabh Lal is the Chief Financial Officer of our Company and of our Subsidiary, SVIL. He has been
associated with our Company since April 19, 2012. He was appointed as the Chief Financial Officer of our
Company on August 16, 2018. He holds a Bachelor of Commerce degree from the University of Delhi and
is a Chartered Accountant certified by the ICAI. He has over 15 years of experience in the financial service
industry. Prior to joining our Company, he was associated with ICICI Bank Limited, Reliance Money
Limited and Green Invest Limited. During Financial Year 2021, he was paid a compensation of 215.13
million.

Mrs. Sneha Kadam is the Company Secretary and Compliance Officer of our Company and our
Subsidiary, SVIL. She has been associated with our Company since August 17, 2017. She holds a Bachelor
of Commerce degree from the University of Mumbai. She is an associate member of the Institute of
Company Secretaries of India. She has over eight years of experience as a company secretary in Indian
companies. Prior to joining our Company, she was associated with our Subsidiary, ITSL. During Financial
Year 2021, she was paid a compensation of 21.24 million.

Mr. V.C. Gupte is a consultant to and the Head — Color Business of our Company. He has been associated
with our Company since November 1, 2011 and is responsible for the sales and service functions of the
colour business of our Company. He has currently been appointed as a consultant to our Company pursuant
to a consultancy agreement for a period of one year until March 31, 2022. Mr. Gupte holds a Master of
Science degree from the Mumbai University. He has over 34 years of experience in the field of colour. He is
currently also associated with Advanced Graphics Systems as a Consultant. Prior to joining our Company,
he was associated with Milton Roy (Deutschland) GmbH. Mr. Gupte has also worked with Mafatlal
Consultancy Services (India) Limited. He has received a silver medal for significant contribution to the
advancement of color measurement in India, awarded by the Society of Dyers and Colourists. The
consultancy fee paid to him during Financial Year 2021 was approximately 28.70 million.

Mr. Ricardos El Khoury is the Chief Executive Officer and a director of our Subsidiary, Novus SGP. He
has been associated with Novus SGP since February 19, 2013. Mr. El Khoury is also a director on the
boards of our Subsidiaries, Novus Cambodia, Novus Lanka and Novus Philippines. He holds a Bachelor of
Science (Computer Science) degree from Notre Dame University - Louaize. He has approximately 28 years
of experience in the information technology sector. Prior to joining Novus SGP, he was associated with
Wincor Nixdorf Pte Ltd as a regional vice president, Tamer Freres s.a.l. as a sales manager, International
Computer & Communications Systems S.A.R.L. as an account manager and Integro Middle East S.A.L. —
Lebanon as a technico-commercial engineer. The remuneration paid to him by Novus SGP during Financial
Year 2021 was S$$0.87 million (approximately 247.26 million).

Mr. Satish Zope is the Head - Petroleum Business of our Company. He has been associated with our
Company since August 1, 2010. Mr. Zope holds a Master of Commerce degree from the University of
Poona. He has over 25 years of experience in the field of sales and business development. Prior to joining
our Company, he was associated with Mountain Technologies Pty Limited. Mr. Zope has also worked with
Teledirect Informatics India Limited. During Financial Year 2021, he was paid a compensation of 216.84
million.

206
Mr. Sunil Khosla is the Head Digital Business — Retail of our Subsidiary, ITSL. He has been associated
with ITSL since September 10, 2015. He holds a Post Graduate Diploma in Business Management from
Apeejay School of Marketing, New Delhi and the Advanced Program in Sales and Marketing Management
from National Institute of Sales. He has approximately 21 years of experience in sales and distribution. Prior
to joining our Company, he was Chief —Sales (CP — MNT) at Pidilite Industries Limited. He has also
worked with Max New York Life Insurance as Assistant Vice President — Distribution and Danone BOP
India as Head — Sales & Distribution. He has also worked with ITC Limited. He has represented our
Subsidiary, ITSL, at the Retail Technology Conclave 2018 and at India Retail & eRetail Congress 2018. He
has also been recognized as one of the Greatest Marketing Influencers 2018 by CMO Asia. Mr. Khosla has
been awarded the “Young Digital Person of the Year” award at the Digital Customer Experience Summit
2019 by Zendesk. He has also represented our Company as a panelist at fintegrate.zone and as an industry
speaker at the Innovation Bootcamp 2019 organized by Transformance Business Media; and has also
participated at the Retail Leadership Summit. During Financial Year 2021, he was paid a compensation of
212.67 million.

Mr. Sudheer Parappurath is the Head — Risk and Operations of our Subsidiary, ITSL. He has been associated
with ITSL since January 25, 2016. He holds a Bachelor of Science degree from the University of Calicut and a
Bachelor of Laws degree from the University of Mysore. He also holds a Post-Graduate diploma in Industrial
Relations & Personnel Management from Bharatiya Vidya Bhavan. He has over 26 years of experience in
payment industry. Prior to joining ITSL, he has worked with Axis Bank Limited, Reliance Jio Infocomm Limited,
BOBCARDS Limited, Binani Metals Limited and IVP Limited. He is a Certified Forensic Accounting
Professional from India Forensic and also “Certified Fraud Examiner” from the ACFE. He is a director on the
board of India Payment Risk Council. During Financial Year 2021, he was paid a compensation of 27.36 million.

Mr. P K Rajnarayan is the Head —Retail Sales Business of our Company. He has been associated with our
Company since May 22, 2003. He holds a Diploma in Electronics and Communication Engineering from
the Board of Technical Education, Maharashtra and a Diploma in Computer Programming and Applications
from Silverline Computer Education. He has more than 27 years of experience in sales. Prior to joining our
Company, he was a Sales Executive at Bradma of India Limited and the Area Sales Manager at HMA.
STARware Limited. The remuneration paid to him during Financial Year 2021 was approximately %8.22
million.

Mr. Sanjiv Tewari is the Head — Banking Service of our Company. He has been associated with our Company
since August 10, 2009. He holds a Bachelor of Science (Electrical Engineering) degree from the Bhagalpur
College of Engineering, Tilkamanjhi Bhagalpur University. He has more than 23 years of experience in the sales
& service of consumer electronics / appliances and fintech company. Prior to joining our Company, he was the
Consumer Division — National Service Head at Eureka Forbes Limited. He has also worked with Voltas
Limited, Electrolux Kelvinator Limited, Godrej GE Appliances Limited and ECE Industries Limited. The
remuneration paid to him during Financial Year 2021 was approximately 210.25 million.

Mr. Mehernosh Parekh is the Chief Operating Officer and a Director of our Subsidiary, SVIL. He has
been associated with SVIL since October 1, 2013. He holds a Bachelor of Commerce degree from the
University of Bombay. He has work experience in cash management industry. Prior to joining SVIL, he has
worked with our Company from 2009 to 2013. Prior to joining our Company, he has worked with Brinks
Arya India Private Limited. During Financial Year 2021, he was paid a compensation of 27.45 million.

Mr. George Trelawney is the Head — Transit and Toll of our Company. He has been associated with our
Company since July 26, 2011. Mr. Trelawney holds a Bachelor of Commerce degree from the Rani
Durgavati Vishwavidyala, Jabalpur. He is a Certified Associate of the Indian Institute of Bankers. Mr.
Trelawney has over 33 years of experience. In our Company, he has worked in the field of banking (IT
related to banking and outsourcing, payments, ATM, cards, ATM switch space, White Label ATMs,
Information Security and Transit Automation like Automated Fare Collection Systems and Electronic Toll
Collection. Prior to joining our Company, he was associated with Euronet Services India Private Limited.
He has also worked with HMA STARware Limited, Dena Bank and Opus Software Solutions Private
Limited. During Financial Year 2021, he was paid a compensation of 217.86 million.

Mr. Ashish Mehta is the Head — IT and Infrastructure of our Company. He has been associated with our
Company since January 5, 2016. Mr. Mehta has a diploma in computer technology from Bombay Institute
of Technology, Mumbai and is also certified in Strategic IT Management from the Indian Institute of
Management - Ahmedabad. He has over 21 years of management and technical experience in banking and

207
payment industry. Prior to joining our Company, he was an Executive Director at Euronet Services India
Private Limited, where he was leading IT for Asia Pacific and Middle East region. In addition, Mr. Mehta
has also worked with Citigroup, GE Countrywide Consumer Financial Services Limited, ABN AMRO and
HDFC Bank. He has been awarded the ‘HERO’ Award from Euronet in 2009, Transformers Award from
Dell EMC, Datacenter and Infrastructure ICON from CORE Media in 2017 and Digital ICON from CORE
Media in 2018. During Financial Year 2021, he was paid a compensation of 214.4 million.

Mr. Shailesh S Shetty is the managing director of our Subsidiary, SVIL. He was appointed to the board of
directors of SVIL with effect from April 1, 2019. He holds a Diploma in Industrial Electronics Service from
the Indian Technical Education Society, Mumbai and a Bachelor of Commerce degree from the Madurai
Kamaraj University. He has over 25 years of experience in the fields of supply chain and after-sales service.
He was previously associated with our Company and with Advanced Graphic Systems as Head-Purchase
and Logistics. Prior to joining our Company, he was associated as Head-Fillon with Fillon Technologies
India Private Limited. During Financial Year 2021, he was paid a compensation of 211.39 million.

Mr. Nikesh Samaiya is the Executive Vice President — Technology of our Company. He has been
associated with our Company since April 1, 2013 He holds a Bachelor of Engineering degree from the Rajiv
Gandhi Proudyogiki Vishvavidyalay (University of Technology of Madhya Pradesh) and a post graduate
diploma in business management (manufacturing and operations) from the Bharatiya Vidya Bhavan’s S.P.
Jain Institute of Management & Research, Mumbai. He has over 18 years of experience in the field of IT
and software development. Prior to joining our Company, he was chief executive officer of Carinov
Systems Private Limited, a manager at Birlasoft (India) Limited, an executive engineer at Fibcom India
Limited and a design engineer at Taran Electronics. During Financial Year 2021, he was paid a
compensation of 213.04 million.

Except for Mr. V.C. Gupte who is a consultant, all Key Managerial Personnel are permanent employees of our
Company or our Subsidiaries.

All the Key Managerial Personnel, who are permanent employees of our Company or our Subsidiaries, retire at
the age of 60 years, in accordance with the policies of our Company. If the services of any of the Key
Managerial Personnel is terminated without adequate notice, such personnel will be entitled to three months’
basic salary.

Relationship between our Key Managerial Personnel and Directors

Except as disclosed below, none of our Key Managerial Personnel are related to each other or to the Directors of
our Company.

 

 

 

 

 

 

‘Name of the KMP Relationship with Director
Mr. Ravi B. Goyal Husband of Mrs. Anupama R. Goyal
Mr. Vinayak R. Goyal Son of Mr. Ravi B. Goyal and Mrs. Anupama R. Goyal

 

Shareholding of Key Managerial Personnel

For details of the shareholding of our Key Managerial Personnel, see “Capital Structure — Details of the
Shareholding of our Directors and Key Managerial Personnel as on the date of filing of this Prospectus” on
page 92.

For details of employee stock options held by our Key Managerial Personnel, see “Capital Structure — Employee
Stock Option Schemes” on page 92.

Bonus or Profit-Sharing Plan of our Key Managerial Personnel
Our Company makes bonus payments to the key managerial personnel at the end of every financial year, in
accordance with the terms of their appointment. Certain key managerial personnel are also paid a performance-
linked incentive in accordance with the terms of their appointment.

Arrangement or Understanding with Major Shareholders, Customers, Suppliers or Others

There are no arrangements or understanding with major Shareholders, customers, suppliers or others, pursuant to

208
which any of our Key Managerial Personnel were selected as members of our management.
Interest of Key Managerial Personnel

Other than as disclosed in “~ Interest of our Directors” in relation to Mr. Ravi B. Goyal and the Equity Shares
held by Mr. V.C. Gupte, Mr. Shailesh S. Shetty, Mr. George Trelawney, Mr. P K Rajnarayan, Mr. Sunil Khosla,
Mr. Nikesh Samaiya and Mr. Sudheer Parappurath, and any dividend payable in relation thereof and other
benefits arising out of such shareholding, the Key Managerial Personnel of our Company do not have any
interest in our Company, other than to the extent of stock options held, the remuneration/consultancy fee or
benefits to which they are entitled in accordance with the terms of their appointment or reimbursement of
expenses incurred by them during the ordinary course of business. The Key Managerial Personnel may also be
deemed to be interested to the extent of (i) their directorship on the board of directors and/or their shareholding
in our Subsidiaries and (ii) Equity Shares and stock options, if any, held by their relatives and any dividend and
other benefit arising out of such shareholding.

None of our Key Managerial Personnel have been paid any consideration of any nature by our Company other
than remuneration in the ordinary course of their employment. There is no deferred or contingent compensation
payable to any of our Key Managerial Personnel.

Changes in the Key Managerial Personnel during the Last Three Years

 

 

 

 

 

 

 

 

Name Date of Change Reason for Change
Capt. Partha Samai August 2, 2021 Resignation as group head — human resources
Mahesh Patel June 21, 2021 Resignation as president — technology department
Prasad Desai December 31, 2019 Resignation as senior vice president — corporate and
banking sales department

 

Payment or Benefit to Key Managerial Personnel

No amount or benefit has been paid or given within the preceding two years or is intended to be paid or given to
any officers of our Company, including any of our Directors or Key Managerial Personnel, other than normal
remuneration (including sitting fees and commissions) for services rendered as officers of our Company and
other than as disclosed in “Our Promoters and Promoter Group”, “Financial Statements” and “Other Financial
Information - Related Party Transactions”, on pages 210, 217 and 313, respectively.

Employee Stock Option/Purchase Schemes

For details on the ESOP Schemes, see “Capital Structure — Employee Stock Option Schemes” on page 92.

209
OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
The Promoters of our Company are Mr. Ravi B. Goyal and Vineha Enterprises Private Limited.

The details of our Promoters are as follows:

Mr. Ravi B. Goyal

Mr. Ravi B. Goyal is also our Chairman and Managing Director. For a complete
profile of Mr. Ravi B. Goyal, i.e., his age, residential address, educational
qualifications, professional experience, positions / posts held in the past and other
directorships and special achievements, see “Our Management” on page 195.

As of the date of this Prospectus, Mr. Ravi B. Goyal holds 66,460,312 Equity
Shares in our Company. For details, see “Capital Structure” on page 83.

Mr. Ravi B. Goyal’s driving license number is MHO1 19800003824, his PAN is
AACPG0726F and his Aadhaar number is 588386811726.

Other than as disclosed in “— Promoter Group” and “Our Management” on pages
211 and 193, respectively, Mr. Ravi B. Goyal is not involved in any other venture.

 

Our Company confirms that the permanent account number, bank account number and passport number of Mr.
Ravi B. Goyal have been submitted to the Stock Exchanges at the time of filing the Draft Red Herring
Prospectus.

Vineha Enterprises Private Limited (“VEPL”)

Corporate Information

Vineha Enterprises Private Limited (CIN: U74999MH2018PTC303923) was incorporated as a private limited
company under the Companies Act, 2013 on January 10, 2018, with its registered office located at 601-602,
Trade World, B Wing, Kamala City, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013, Maharashtra,
India. Vineha Enterprises Private Limited is registered with the RoC. The PAN of VEPL is AAGCV2475H.

Its main object is to engage in the business of maintaining, altering, operating and improving or purchasing and
letting on lease or hire all kinds of machinery, plants and other equipments.

As of the date of this Prospectus, Vineha Enterprises Private Limited holds 51,054,264 Equity Shares,
representing 42.41% of the issued, subscribed and paid-up equity share capital of our Company.

As of the date of this Prospectus, the shares of VEPL are not listed on any stock exchange.
Promoters of VEPL

VEPL is promoted by Mr. Ravi B. Goyal who holds 90% of the equity share capital in VEPL.
Change in control of VEPL

There has been no change in the control of VEPL in the three years preceding the date of filing of this
Prospectus.

210
Board of Directors of VEPL

The composition of the board of directors of VEPL as of the date of this Prospectus is set out below.

 

 

 

 

 

 

S.No. Name Designation
1. Mr. Ravi B. Goyal Director
2. Mrs. Anupama R. Goyal Director

 

 

The shareholding pattern of VEPL as of the date of this Prospectus is as disclosed below.

A. EQUITY SHARE CAPITAL

The total authorized equity share capital of VEPL is 71,000,000 and its total issued, subscribed and paid-up equity
share capital is 500,000.

 

 

 

1. | Mr. Ravi B. Goyal 45,000 10 450,000, 90
2. | Mrs. Anupama R. Goyal 5,000 10 50,000 10
Total 50,000 500,000 100

 

 

 

 

 

 

 

B. PREFERENCE SHARE CAPITAL

The total authorized preference share capital of VEPL is 27,500,000,000 and its total issued, subscribed and
paid-up preference share capital is 76,500,000,000.

1. AGS Transact Technologies Limited 650,000,000 10 6,500,000,000 100

 

 

 

 

 

 

 

Total 650,000,000 6,500,000,000 100

 

 

See also, “Objects of the Offer” and “History and Certain Corporate Matters” on pages 104 and 190.

Our Company confirms that the permanent account number, bank account number and company registration
number of VEPL, and the address of the registrar of companies where VEPL is registered, have been submitted
to the Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

Interests of Promoters in promotion of our Company

Our Promoters are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of the
Equity Shares held by them in our Company and dividend payable, if any, and other distributions in respect of
the Equity Shares held by them; (iii) of any transactions or business arrangements undertaken by our Company
with our Promoters, or their relatives or entities in which our Promoters hold shares. For details regarding the
shareholding of our Promoters and the Promoter Group in our Company, see “Capital Structure”, “Our:
Management” and “Financial Statements” on pages 80,193 and 217, respectively.

Interests of Promoters in property of our Company

None of our Promoters have any interest in any property acquired within the three years immediately preceding
the date of this Prospectus or proposed to be acquired by our Company, or in any transaction by our Company
for acquisition of land, construction of building or supply of machinery, other than as disclosed in “Our
Management ~ Interest of Directors” on page 199.

Business Interests

None of our Promoters are interested as a member of a firm or company, and no sum has been paid or agreed to

be paid to our Promoters or to such firm or company in cash or shares or otherwise by any person either to
induce them to become or to qualify them as a Director (as applicable) or otherwise for services rendered by

211
them or by such Promoters or such firm or company in connection with the promotion or formation of our
Company.

For details of related party transactions entered into by our Company with our Promoters during the financial
year immediately preceding the date of this Prospectus, see “Financial Statements” on page 297.

Change in the Management and Control of our Company
Mr. Ravi B. Goyal is the original promoter of our Company. While VEPL is not the original promoter of our

Company and has acquired control of the Company in the five immediately preceding years as described below,
there has been no effective change in the management and control of the Company:

 

 

TPG Star SF ‘April 12,
Beta Pais 31,256,852 Cash 10 25.96% 86.18
Oriole Limited ae 19,797,412 Cash 10 16.44% 86.18

 

 

 

 

 

 

 

 

For details in relation to the shareholding of our Promoter and Promoter Group, and changes in the shareholding
of our Promoters, including in the five years preceding the date of this Prospectus, see “Capital Structure” on
page 83.

Payment or Benefits to our Promoters or Promoter Group

There has been no payment of benefits to our Promoters or the Promoter Group during the two years
immediately preceding the date of filing of this Prospectus, nor is there any intention to pay or give any benefit
to our Promoters or any members of our Promoter Group other than as stated in “Financial Statements” on page
217.

Our Company has not entered into any contract, agreement or arrangements during the two years immediately
preceding the date of this Prospectus and does not propose to enter into any such contract in which our
Promoters or the Promoter Group are directly or indirectly interested and no payments have been made to them
in respect of the contracts, agreements or arrangements which are proposed to be made other than as stated in
“Financial Statements” on page 217.

Material guarantees given by our Promoters to third parties

Other than as disclosed in “History and Certain Corporate Matters - Guarantees by the Promoter Selling
Shareholder” on page 192, our Promoters have not given any material guarantees to third parties with respect to
the specified securities of our Company.

Companies or firms with which our Promoters have disassociated in the last three years

Our Promoters have not disassociated themselves from, or sold or transferred their stake in, any company or
firm in the three years immediately preceding the date of this Prospectus.

Promoter Group

In addition to the Promoters named above, the following individuals and entities form a part of the Promoter
Group.

Individuals forming part of the Promoter Group

 

 

 

 

 

 

S.No. Name of the Individual Relationship with Mr. Ravi B. Goyal
1._| Mrs. Anupama R. Goyal Spouse of Mr. Ravi B. Goyal
2._[ Mr. Badrinarain K. Goyal Father of Mr. Ravi B. Goyal

 

212

 
 

S.No.

Name of the Individual

Relationship with Mr. Ravi B. Goyal

 

 

 

 

 

 

 

 

 

 

3._| Mrs. Vimla B. Goyal Mother of Mr. Ravi B. Goyal

4._| Mr. Kiran B. Goyal Brother of Mr. Ravi B. Goyal

5._| Ms. Raksha Kanodia Sister of Mr. Ravi B. Goyal

6._| Mr. Vinayak R. Goyal Son of Mr. Ravi B. Goyal

7._| Ms. Neha R. Goyal Daughter of Mr. Ravi B. Goyal

8._| Mrs. Bimla Poddar Mother-in-law of Mr. Ravi B. Goyal
9._| Mr. Purushottam Poddar Brother-in-law of Mr. Ravi B. Goyal
10.| Mrs. Sarita Choudhary Sister-in-law of Mr. Ravi B. Goyal
11.| Mrs. Smriti Nagewala Sister-in-law of Mr. Ravi B. Goyal

 

 

 

 

Entities forming part of the Promoter Group

. AGS Sundyne Technologies Private Limited
AGS Community Foundation

. Fillon Technologies India Private Limited
. Instrument Research Associates Private Limited
WOW Food Brands Private Limited

. Advanced Graphic Systems

. Goyal Electronic Industries

. Poddar Brothers

. Poddar Exports

10. Goeltronics

11. Trinity Ventures

12. Ricamo Exports LLP

13. Midas Touch Limited

14. Badrinarain Kunjbihari Goyal HUF

15. Ravi Badrinarain Goyal HUF

16. Late Kunjbihari Shriniwas Goyal HUF
17.R.K. Kanodia HUF

18. K.S. Goyal Charitable Trust

19. Ravi Goyal Family Trust

20. Anupama Goyal Family Trust

21. Kiran Goyal Family Trust

22. Vinayak Goyal Family Trust

WCOnNOunsWNHE

Other Confirmations
Our Promoters have not been declared as Wilful Defaulters.

None of our Promoters or members of our Promoter Group have been declared as ‘Fraudulent Borrowers’ by
any bank, financial institution or lending consortium, in accordance with the ‘Master Directions on Frauds
Classification and Reporting by commercial banks and select FIs’ dated July 1, 2016, as updated, issued by the
RBI

Our Promoters have not been declared as Fugitive Economic Offenders.

Our Promoters, members of our Promoter Group and the persons in control of our corporate Promoter, are not
prohibited from accessing or operating in the capital markets or debarred from buying, selling or dealing in
securities under any order or direction passed by the SEBI or any securities market regulator in any other
jurisdiction or any other authority/court.

Our Promoters and members of the Promoter Group are not promoters, directors or persons in control of any
other company which is prohibited from accessing or operating in capital markets under any order or direction
passed by SEBI or any other regulatory or governmental authority.

For details on litigation involving our Promoters in accordance with SEBI ICDR Regulation, see “Outstanding
Litigation and Material Developments — Litigation involving our Promoters” on page 381.

213

 
OUR GROUP COMPANIES

In accordance with the provisions of the SEBI ICDR Regulations and pursuant to the resolution passed by our
Board at its meeting held on November 22, 2021, group companies of our Company include (i) companies
(other than the Corporate Promoter and Subsidiaries) with which there were related party transactions as per
the Restated Consolidated Financial Information included in this Prospectus; and (ii) other companies (other
than the Subsidiaries) as considered material by the Board, i.e., with which there were related party transactions
for the period beginning from September 1, 2021 until the date of filing of this Prospectus.

Accordingly, in terms of the policy adopted by our Board for determining group companies, as of the date of
this Prospectus, our Board has identified the following as group companies of our Company (the “Group
Companies”):

Based on the above, the following entities are our Group Companies:

Instrument Research Associates Private Limited;
Fillon Technologies India Private Limited;

Wow Food Brands Private Limited; and

PT. Nova Digital Perkasa.

PON

In accordance with the SEBI ICDR Regulations, certain financial information in relation to our Group
Companies for the previous three financial years, extracted from their respective audited financial statements
(as applicable) are available at the respective websites indicated below. These are collectively referred to as the
“Group Company Financial Information”.

Our Company is providing links to such websites solely to comply with the requirements specified under the
SEBI ICDR Regulations. The information provided on the websites given below should not be relied upon or
used as a basis for any investment decision.

Neither our Company nor any of the BRLMs or Selling Shareholders nor any of the Company's, BRLMs’ or
Selling Shareholders’ respective directors, employees, affiliates, associates, advisors, agents or representatives
accept any liability whatsoever for any loss arising from any information presented or contained in the websites
given below.

 

 

 

 

 

 

A. Details of our Group Companies
S.No | Name Corporate Information Website Address for
Financial
Information

1; Instrument IRAPL was incorporated on June 27, 1984. The corporate | https://www.irapl.com
Research identification number of IRAPL is | /images/Group%20Co
Associates U24119KA1984PTC006178. The registered office of IRAPL | mpany_IRAPL_Finan
Private is located at A-201, KSSIIDC Complex, Electronic City, | cial%20Information.p
Limited Hosur Road Bangalore Karnataka 560 100 df
(“IRAPL”)

2. Fillon FTIPL was incorporated on March 6, 2003. The corporate | https://www.agsindia.
Technologie | identification number of FTIPL is | com/pdf/GroupCompa
s India | U74999MH2003PTC139495. The registered office of FTIPL | ny_Fillon_FinancialIn
Private is located at 601/2 Trade World B-Wing, Kamala City | formation.pdf
Limited Senapati Bapat Marg Lower Parel Mumbai Maharashtra 400
(‘FTIPL”) 013

3. WOW Food | WOW Food was incorporated on April 4, 2012. The corporate | https://www.agsindia.
Brands identification number of WOW Food is | com/pdf/GroupCompa
Private U15122MH2012PTC229263. The registered office of WOW | ny_WOWFoods_Fina
Limited Food is located at 601/2 Trade World B-Wing, Kamala City | nciallnformation.pdf
(WOW Senapati Bapat Marg Lower Parel Mumbai Maharashtra 400
Food”) 013

4. PT. Nova | PT Nova was incorporated under the law of Indonesia in | https://www.agsindia.
Digital Jakarta. The corporate identification number of PT Nova is | com/pdf/GroupCompa
Perkasa 9120104482245. The registered office of PT Nova is located | ny_PTNova_Financial

 

 

 

 

214

 
 

S.No | Name Corporate Information Website Address for
Financial
Information

 

 

(“PT Nova”) | at Menara BCA 36" Floor, JL.MH Thamrim No.1 Menteng, | Information.pdf
Jakarta Pusat 10310

 

 

 

 

Nature and Extent of Interest of Group Companies
In the promotion of the Company
None of our Group Companies have any interest in the promotion of our Company.

In the properties acquired by our Company in the three years preceding the date of filing of this Prospectus or
proposed to be acquired by our Company

None of our Group Companies are interested in the properties acquired by our Company in the three years
preceding the date of filing of this Prospectus or proposed to be acquired.

In transactions for acquisition of land, construction of buildings and supply of machinery

None of our Group Companies are interested in any transactions for the acquisition of land, construction of
building or supply of machinery.

Related business transactions within our Group Companies and significance on the financial performance
of our Company

There are no business transactions within our Group Companies which impact the financial performance of our
Company.

Common Pursuits
There are no common pursuits among our Group Companies and our Company, the Subsidiaries or Associate.
Business and other interests

None of our other Group Companies have any business or other interest in our Company, the Subsidiaries or
Associate except as otherwise disclosed in “Financial Statements” on page 217.

Certain other confirmations
None of the securities of our Group Companies are listed on any stock exchange.

The equity shares of our Group Companies are not listed. None of our Group Companies have made any public
or rights issue in the three immediately preceding years.

Litigation

Our Group Companies are not party to any pending litigations which will have a material impact on our
Company.

215

 
DIVIDEND POLICY

The declaration and payment of dividends on the Equity Shares will be recommended by our Board and
approved by our Shareholders at their discretion, subject to the provisions of our Articles of Association and the
Companies Act.

The Company may retain all its future earnings, if any, for use in the operations and expansion of its business.
The declaration of dividends, if any, in the future will depend on a number of factors that our Board deems
relevant, including but not limited to our Company’s profits, capital requirements, rate of dividend distribution
tax, accumulated reserves, earnings, outlook, financial commitments and financial requirements including
business expansion plans, applicable legal restrictions, cost of raising funds from alternate sources, cash flows,
other factors and any contractual obligations. In addition, the dividend, if any, will also depend on a number of
external factors including but not limited to applicable laws and regulations including taxation laws, economic
conditions, prevalent market practices, and technological changes.

Further, our shareholders should not expect dividend in certain circumstances including growth opportunities
which require our Company to allocate a significant amount of capital, in the event of a higher working capital
requirement for business operations or otherwise, inadequacy of cashflow available for distribution, inadequacy
or absence of profits, utilization of surplus cash for buyback of securities or setting off previous year losses,
prohibition to declare dividend by any regulatory body and other factors which may be considered relevant by
the Board. Our Company may also, from time to time, pay interim dividends.

In addition, our ability to pay dividends may be impacted by a number of factors, including restrictive covenants.
under the loan or financing arrangements our Company is currently availing of or may enter into to finance our
fund requirements for our business activities. For further details, see “Financial Indebtedness” on page 315.

The details of dividend declared on Equity Shares during the three immediately preceding Financial Years until
the date of filing of this Prospectus:

 

 

 

 

 

 

 

Financial Year/ Period Dividend for Equity Shares Amount (& in million)
September 1, 2021 until date 0.00 0.00
Five-month period ended August 0.00 0.00
31, 2021
2021 %1 per Equity Share 120.39
2020 0.00 0.00
2019 %1 per Equity Share 120.39

 

 

 

 

The amounts paid as dividends in the past are not necessarily indicative of our Company’s dividend policy or
dividend amounts, if any, in the future. See “Risk Factors — Our ability to pay dividends in the future will
depend on our earnings, financial condition, cash flows, capital requirements, capital expenditures and
restrictive covenants of our financing arrangements” on page 51.

216
SECTION V: FINANCIAL INFORMATION
FINANCIAL STATEMENTS

[The remainder of this page has been intentionally left blank]

217
BSR&Co. LLP

Chartered Accountants
Telephone: +91 22 6257 1000
14th Floor, Central Wing B Wing and North C Wing, Fax: +91 22 6257 1010
Nesco IT Park 4, Nesco Center,
Western Express Highway, Goregaon (East),
Mumbai — 400 063

INDEPENDENT AUDITORS’ EXAMINATION REPORT ON REVISED RESTATED
CONSOLIDATED FINANCIAL INFORMATION

The Board of Directors

AGS Transact Technologies Limited

601 — 602, B-Wing, Trade World

Kamala Mill Compound, Senapati Bapat Marg
Lower Parel (W)

MUMBAI 400 013

Dear Sirs

1) We have examined the attached Revised Restated Consolidated Financial Information of AGS
Transact Technologies Limited (the “Company” or the “Holding Company” or the “Parent” or the
“Issuer”) and its subsidiaries (the Company and its subsidiaries together referred to as “the
Group”) and of an associate, comprising the Revised Restated Consolidated Statement of Assets
and Liabilities as at 31 August 2021, 31 March 2021, 31 March 2020 and 31 March 2019, the
Revised Restated Consolidated Statement of Profit and Loss (including Other Comprehensive
Income), the Revised Restated Consolidated Statement of Changes in Equity, and the Revised
Restated Consolidated Statement of Cash Flows for the five months period ended 31 August 2021
and for the years ended 31 March 2021, 31 March 2020 and 31 March 2019, and the related notes
and annexures (collectively, the “Revised Restated Consolidated Financial Information”), as
approved by the Board of Directors of the Company at their meeting held on 06 January 2022 for
the purpose of inclusion in the Red Herring Prospectus (“RHP”) prepared by the Company in
connection with its proposed Initial Public Offer of equity shares (“IPO”), prepared in terms of
the requirements of:

(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act");

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations"); and

(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).

2) The Company’s Board of Directors is responsible for the preparation of the Revised Restated
Consolidated Financial Information for the purpose of inclusion in the RHP to be filed with
Securities and Exchange Board of India (“SEBI’), the stock exchanges where the equity shares of
the Company are proposed to be listed (“Stock Exchanges”) and the Registrar of Companies,
Maharashtra, situated at Mumbai (“RoC”), in connection with the proposed IPO. The Revised
Restated Consolidated Financial Information have been prepared by the management of the
Company on the basis of preparation stated in note 2(A) of Annexure V to the Revised Restated
Consolidated Financial Information.

Registered Office

   

    

jon No. BAG1223) converted into B $ R & Co.
jegistrtion No. AAB-8181) with effect from Octot

partnership firm wit
lity Partnership with LLP

   

2013

218
BSR&Co. LLP

AGS Transact Technologies Limited
06 January 2022
Page 2 of 6

3)

4)

5)

The respective Board of Directors of the companies included in the Group and its associate are
responsible for designing, implementing and maintaining adequate internal control relevant to
the preparation and presentation of the Revised Restated Consolidated Financial Information.
The respective Board of Directors of the companies are also responsible for identifying and
ensuring that the Group and its associate complies with the Act, the ICDR Regulations and the
Guidance Note.

We have examined such Revised Restated Consolidated Financial Information taking into
consideration:

(a) The terms of reference and terms of our engagement agreed upon with you in accordance
with our engagement letter dated 21 July 2021, in connection with the proposed IPO of
equity shares of the Company;

(b) The Guidance Note - the Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;

(c) Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Revised Restated Consolidated Financial
Information; and

(d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the
proposed IPO of equity shares of the Company.

These Revised Restated Consolidated Financial Information have been compiled by the
management from:

a) The audited revised special purpose interim consolidated financial statements of the Group
and of an associate as at and for the five months period ended 31 August 2021, prepared in
accordance with the recognition and measurement principles of Indian Accounting Standard,
specified under Section 133 of the Act and other accounting principles generally accepted in
India (the “Revised Special Purpose Interim Consolidated Financial Statements”) which
have been approved by the Board of Directors at their meeting held on 06 January 2022; and

b) The audited consolidated financial statements of the Group and its associate as at and for the
years ended 31 March 2021, 31 March 2020 and 31 March 2019 prepared in accordance
with Ind AS as prescribed under Section 133 of the Act and other accounting principles
generally accepted in India (the “consolidated financial statements”), which have been
approved by the Board of Directors of the Company at their Board meetings held on 29 June
2021, 25 August 2020 and 20 May 2019 respectively.

For the purpose of our examination, we have relied on:

a) Auditor’s report issued by us dated 06 January 2022, on the Revised Special Purpose Interim
Consolidated Financial Statements of the Group and of an associate as at and for the five
months period ended 31 August 2021 as referred in Paragraph 4(a) above; and

b) Auditors’ reports issued by us dated 29 June 2021, 25 August 2020 and 20 May 2019 on the
consolidated financial statements of the Group and of an associate for the years ended 31
March 2021, 31 March 2020 and 31 March 2019 as referred in paragraph 4(b) above.

219
BSR&Co.LLP

AGS Transact Technologies Limited
06 January 2022
Page 3 of 6

6)

7)

The audit report on the Revised Special Purpose Interim Consolidated Financial Statements of
the Group and of an associate as at and for the five months period ended 31 August 2021 issued
by us, as referred in Paragraph 5 above, contained the following Emphasis of Matter paragraph
(also refer Note 51 of Annexure VI to the Revised Restated Consolidated Financial
Information):

The Board of Directors had approved the special purpose interim consolidated financial
statements of the Group and of an associate for the five-months period ended 31 August 2021 in
their meeting held on 22 November 2021 on which we had issued our Auditors’ Report dated
22 November 2021 (referred to as the “Original special purpose interim consolidated financial
statements”). The Company has revised the aforesaid original special purpose interim
consolidated financial statements with updated Note 52, being management’s reassessment of
impact of COVID 19. Our Auditors’ Report dated 22 November 2021 on the original special
purpose interim consolidated financial statements of the Group and of an associate for the five-
months period ended 31 August 2021 is superseded by this Auditors’ Report on the revised
special purpose interim consolidated financial statements dated 06 January 2022.

Our opinion is not modified in respect of this matter.

(a) As indicated in our audit reports referred to in paragraph 5 above, we did not audit the
financial statements of a subsidiary for the five months period ended 31 August 2021 and
five subsidiaries for years ended 31 March 2021, 31 March 2020 and 31 March 2019 as
listed in Annexure A(ii), whose share of total assets (before consolidation adjustments), total
revenues (including other income) (before consolidation adjustments), net cash inflows /
(outflows) included in the consolidated financial statements, for the relevant period/years is
tabulated below:

(Rs. in million)
Particulars As at and for the five As at / for the year ended
months period ended | 31 March 2021} 31 March 2020 | 31 March 2019
31 August 2021

 

 

 

In respect of subsidiaries:

 

 

 

Total assets 800.19 1,090.69 1,192.76 1,021.98
Total revenues (including other | 262.21 7715.81 826.59 708.65
income)

Net cash inflows/ (outflows) _ | 0.68 23.06 18.57 0.11)

 

 

 

 

 

 

 

The financial statements of the one subsidiary for the five months period ended 31 August
2021 and five subsidiaries for the years ended 31 March 2021, 31 March 2020 and 31 March
2019 have been audited by other auditors as mentioned in Annexure A(ii) and whose reports
have been furnished to us by the Company’s management and our audit opinions for the
relevant years on the consolidated financial statements, in so far as it relates to the amounts
and disclosures included in respect of these subsidiaries for the relevant years/ period, are
based solely on the reports of the other auditors. These subsidiaries are located outside India
and the financial statements and other financial information have been prepared in accordance
with accounting principles generally accepted in their respective country and which have been
audited by other auditor under generally accepted auditing standards applicable in that
country. The Company’s management has converted the financial statements of such
subsidiaries located outside India from accounting principles generally accepted in their
respective country to accounting principles generally accepted in India including the
restatement adjustments. We have audited these conversion and restatement adjustments
made by the Company’s management. Our opinion in so far as it relates to the balances and
affairs of such subsidiaries located outside India is based on the report of other auditor and the
conversion and restatement adjustments prepared by the management of the Company which
have been audited by us.
BSR&Co.LLP

AGS Transact Technologies Limited

06 January 2022
Page 4 of 6

8)

(b) The financial statements of the four subsidiaries in Annexure A(iii) for the five months period

ended 31 August 2021 whose financial statements/financial information reflect total assets
(before consolidation adjustments), total revenues (before consolidation adjustments) and net
cash flows, as considered in the consolidated financial statements as tabulated below, have
not been audited by us or by other auditors. The financial information of the associate for the
five months period ended 31 August 2021 and for years ended 31 March 2021 and 31 March
2020 which reflects Group’s share of loss (before consolidation adjustments) considered in
the consolidated financial statements as tabulated below, has not been audited by us or by
other auditor. These unaudited financial information has been furnished to us by management
and our audit opinions for the relevant years/period on the consolidated financial statements,
in so far as it relates to the amounts and disclosures included in respect of the aforesaid
subsidiaries and associate for the relevant years/period is based on solely on such unaudited
financial information.

 

(Rs. in million)

 

Particulars As at and for the five
months period ended
31 August 2021

 

In respect of subsidiaries:

 

 

 

 

 

Total assets 290.07
Total revenues (including other 47.34
income)

Net cash inflows 6.48

 

(Rs. in million)

 

Particulars As at and for the five ‘As at / for the year ended
months period ended [31 March 2021] 31 March 2020 | 31 March 2019
31 August 2021

 

 

In respect of associate:

 

 

Group’s share of net (loss) (7.95) (16.23) (8.71) NA
in its associate

 

 

 

 

 

 

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 Group.

Our opinion on the consolidated financial statements is not modified in respect of these matters.

Based on our examination and according to the information and explanations given to us, we
report that the Revised Restated Consolidated Financial Information:

a.

have been prepared after incorporating adjustments for the changes in accounting policies
and regrouping / reclassifications retrospectively in the financial years ended 31 March
2021, 31 March 2020 and 31 March 2019 to reflect the same accounting treatment as per the
accounting policies and grouping / classifications followed as at and for the five months
period ended 31 August 2021;

does not contain any qualifications requiring adjustments. However, those qualifications in
the Companies (Auditor’s Report) Order, 2016 issued by the Central Government of India in
terms of sub section (11) of Section 143 of the Act, which do not require any corrective
adjustments in the Revised Restated Consolidated Financial Information have been disclosed
in Annexure VII to the Revised Restated Consolidated Financial Information; and

have been prepared in accordance with the Act, the ICDR Regulations and the Guidance
Note.
BSR&Co.LLP

AGS Transact Technologies Limited

06 January 2022
Page 5 of 6

9)

10)

11)

12)

13)

The Revised Restated Consolidated Financial Information do not reflect the effects of events that
occurred subsequent to the dates of the reports on the audited consolidated financial statements
mentioned in paragraph 5 above.

The Board of Directors had approved the restated consolidated financial information of the
Group and of an associate for the five-months period ended 31 August 2021 and for each of the
years ended 31 March 2021, 31 March 2020 and 31 March 2019 in their meeting held on
22 November 2021 (referred to as the “Original Restated Consolidated Financial Information”)
on which we had issued our Examination Report dated 22 November 2021. The Company has
revised the aforesaid Original Restated Consolidated Financial Information with updated Note
51 of Annexure VI to the Revised Restated Consolidated Financial Information, being
management’s reassessment of impact of COVID 19. Our examination report dated 22
November 2021 on the Original Restated Consolidated Financial Information is superseded by
this examination report on the Revised Restated Consolidated Financial Information dated 06
January 2022.

This report should not in any way be construed as a reissuance or re-dating of any of the
previous audit reports issued by us, nor should this report be construed as a new opinion on any
of the financial statements referred to herein.

We have no responsibility to update our report for events and circumstances occurring after the
date of the report.

Our report is intended solely for use of the Board of Directors for inclusion in the RHP to be
filed with SEBI, Stock Exchanges and RoC in connection with the proposed IPO. Our report
should not be used, referred to or distributed for any other purpose except with our prior consent
in writing. Accordingly, we do not accept or assume any liability or any duty of care for any
other purpose or to any other person to whom this report is shown or into whose hands it may
come without our prior consent in writing.

For BSR & Co. LLP
Chartered Accountants
ICAI Firm’s Registration No: 101248W/W-100022

Rajesh Mehra

Partner

Membership No.: 103145

ICAI UDIN: 22103 145AAAAAB3265

Place: Mumbai
Date: 06 January 2022
BS

R & Co. LLP

AGS Transact Technologies Limited
06 January 2022

Pag

e 6 of 6

Annexure A

(i) List of Subsidiaries and an Associate of AGS Transact Technologies Limited audited by
another auditor or unaudited

(ii)

(iii)

 

\Name of the Entity

Nature of relation

 

 

 

 

 

 

 

Global Transact Services Pte. Ltd. Subsidiary
Novus Technologies Pte. Ltd. Subsidiary
Novus Technologies (Cambodia) Company Limited | Subsidiary
Novus Transact Philippines Corporation Subsidiary
Novustech Transact Lanka (Private) Limited Subsidiary
PT Nova Digital Perkasa Associate

 

 

respective period/years

Details of entities for the period/years not audited by us and name of the auditor for the

 

Particulars

Nature of relation

Period/ Year Ended

Name of the Auditor

 

 

 

 

 

(Private) Limited

31 March 2021
31 March 2020
31 March 2019

Global Transact Services Subsidiary 31 March 2021 MGIN Rajan Associates,
Pte. Ltd. 31 March 2020 Chartered Accountants
31 March 2019
Novus Technologies Pte. Subsidiary 31 March 2021 MGI N Rajan Associates,
Ltd. 31 March 2020 Chartered Accountants
31 March 2019
Novus Technologies Subsidiary 31 March 2021 BDO (Cambodia)
(Cambodia) Company 31 March 2020 Limited, Chartered
Limited 31 March 2019 Accountants
Novus Transact Philippines | Subsidiary 31 March 2021 Diaz Murillo Dalupan and
Corporation 31 March 2020 Company, Chartered
31 March 2019 Accountants
Novustech Transact Lanka Subsidiary 31 August 2021 Wijeyeratne & Company,

Chartered Accountants

 

Details of entities for the
respective period/years

period/years not a

udited by us or by

another auditor for the

 

 

 

 

 

 

 

 

effect from 29
January 2020)

 

31 August 2021
31 March 2021
31 March 2020

Particulars Nature of relation Period/ Year Ended _| Remarks
Global Transact Services Subsidiary 31 August 2021 Unaudited
Pte. Ltd.

Novus Technologies Pte. Subsidiary 31 August 2021 Unaudited
Ltd.

Novus Technologies Subsidiary 31 August 2021 Unaudited
(Cambodia) Company

Limited

Novus Transact Philippines | Subsidiary 31 August 2021 Unaudited
Corporation

PT Nova Digital Perkasa Associate (with Unaudited

 

 

 
AGS Transact Technologies Limited
Annexure I- Revised Restated Consolidated Statement of Assets and Liabilities

(Bs, in milion)

 

 

 

  

 

Particulars Note 31 August 2021 31.March 2021 31 March 202031 March 2019
Assets
Non-current assets,
Property, plant and equipment 1@ 5,717.02 6,032.01 5,997.08, 5,454.66
Right-of-use asset 10) 3,446.48 3,207.03, 4,054.22 4,245.79
Capital work-in-progress 10) 463.13, 468.57 866.89 497.98
Goodwill 2 25.86 25.20 24.49 23.70
Other intangible assets, 3 332.32 383.24 440.65, 351.26
Intangible assets under development 1@) 155.48 13.17 23.20 BL
Financial assets,
Investments 4@ 0.08 793 23.55
Loans 5 0.00% . - -
Other financial assets 6 787.74 769.22 823.80 659,31
Deferred tax assets (net) 7@ 536.57 558.82 539.44 566.54
Other non-current assets 8 605.62 614.61 71221 436.28
Other non-current tax assets (net) 70) 269.83, 174.93 339.44 533.33
Total non-current assets 12,310.13 12,354.73 13,844.95 12,771.96
Current assets,
Inventories 9 655.29 720.07 639.03, 918.64
Financial assets
Investments 40) 6,598.28 96.91
“Trade and unbilled receivables 10
Trade receivables 5,695.75 4,905.29 4,564.85, 4429.69
Unbilled receivables 2,008.86 3,182.95, 1,594.57 1,185.16
Cash and cash equivalents u 288.63, 5,923.23, 106.11 269.99
Bank balances other than 11 above 2 621.20 1,018.87 652.69 111.07
Other financial assets 13 257.96 244.10 199.03 138.70
(Other current assets 4 734.23 643.69 708.36 719.05
Other current tax assets (net) 70 : 104.36
Total current assets,
Total assets
Equity and liabilities
Equity
Equity share capital 15 1,185.81 1,185.81 1,185.81
Other equity 16 4,400.81, 3,803.74 3,063.53

Equity attributable to owners of the Company
‘Non-controlling interests

4,249.34

   

Total equity 4989.55, 4249.34
‘Non-current liabilities
Financial liabilities
Borrowings 7@) 8,887.18 8,661.83, 3,488.81 3,216.61
Lease liabilities 176) 2,744.78 2,587.51 3,281.88, 3,566.46
Other financial abilities 18 24.32 32.46 102.14 65.04
Provisions 19 249.46 261.75, 223.39 174.83
Other non-current liabilities 20 38.00 60.66 78.80 129.32
Total non-current liabilities 11,943.74 11,604.21 7175.02, 7152.26
(Current liabilities
Financial liabilities,
Borrowings 21@) 3,549.16 3,668.20 3,300.07 2,859.09
Lease liabilities 21(b) 1,363.85, 1,305.87 1519.41 1,410.87
Trade payables 2
Total outstanding dues of micro enterprises and small enterprises 295.51 92.17 138.10 176.09
Total outstanding dues of creditors other than micro enterprises and small enterprises 3,615.07 4,176.02 3,483.40 3,516.88
(Other financial abilities 2 761.06 809.50 800.78 486.36
Other current liabilities 24 1,997.40 1,688.86 776.38 486.47
Provisions 2B 207.19 206.87 231.24 206.90
Total current liabilities 11,789.24 11,947.49 10,249.38 142.66
Total equity and liabilities 29,170.33, 29,138.32, 22,413.95 20,544.26

 

 

The above Annexure should be read in conjunction with the Basis of preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Revised Restated Consolidated Financial
Information appearing in Annexure VI and Statement of Adjustments to Revised Restated Consolidated Financial Information appearing in Annexure VIL

* Amount less than Rs.0.01 millon,

As per our examination report of even date attached,

For BSR & 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 : U72200MH2002PLC138213
Rajesh Mehra Ravi Goyal Stanley Johnson P.
Partner Managing Director Executive Director
‘Membership No. 103145 DIN: 01374288, DIN: 08914900
Saurabh Lal Sneha Kadam
Chief Financial Officer Company Secretary
‘Membership No.: 504653, ‘Membership No.: 31215
Place: Mumbai Place: Mumbai
Date : 6 January 2022 Date : 6 January 2022

224
AGS Transact Technologies Limited
Annexure II- Revised Restated Consolidated Statement of Profit and Loss

(Rs. in million)
Periodended Year ended Year ended Year ended

 

 

   

         

 

     

 

 

Particulars Note
31 August 2021__31March2021__31March 2020 _ 31 March 2019
Tncome
Revenue from operations 26 17,589.44 18,004.43 18,057.42
Other income 7 382.08 330.8: 178.88
‘Total income 7,623.04 17,971.52 16,335.26 18,236.30
Expenses
Cost of raw materials and components consumed 28 744.34 2,133.91 2,337.10 2,854.50
Purchase of traded goods 29 238.80 535.80 303.20 524.00
(Iincrease)/decrease in inventories of finished goods and traded goods 30 66.55 (39.62) 101.75 147.01
Employee benefit expenses 31 1,088.12 2771.66 2,800.76 2,748.80
Other expenses 32 7,802.17 7,837.84 7,533.24
‘Total expenses before interest, depreciation and amortisation 13,380.65 13,807.55
Earnings before interest, tax, depreciation and amortisation (EBITDA) (954.61 GADB.75
Finance costs 33 971.28 1,330.62 1,304.01 1,366.61
Depreciation and amortisation expense 183 1,016.39 2,596.48 2,446.65 2,273.25
Profit / (Loss) for the year/period before share of profit/(loss) of asso (47.05) 840.50 1,203.95 788.89
Share of net loss of associate (7.95) (16.23) (671)
Profit / (Loss) before tax 824.27 195.24
‘Tax expense:
Current tax
~ for the year / period 7 111.75 252.19 337.41 292.96
-adjustment of tax relating to previous years - 43.19 (431) (32.76)
Deferred tax (credit)/charge 7 14.30 (29.03) 32.00 (133.25)
Total tax expense 126.05 276.35 365.10 126.95
Profit / (Loss) for the year / period attributable to equity shareholders 547.92 830.14 66
Other comprehensive income
Items that will not be reclassified to Revised Restated Consolidated Statement of Profit and
Loss in subsequent year
Remeasurements of defined benefit plans 35 32.82 (1.29) (19.46) (18.26)
Income tax relating to the above 7(b) (7.94) 0.36 4.90 5.77
Items that will be reclassified to Revised Restated Consolidated Statement of Profit and Loss in
subsequent year
Exchange differences in translating financial statements of foreign operations (0.11) 28.04 17.57 26.68
Other comprehensive income for the year/period attributable to equity shareholders 24.77 27.11 3.01 14.19

 

‘Total comprehensive income for the year/period

Attributable to :
Equity holders of the parent (156.28) 575.03, 833.15 676.13
Non-controlling interests “ « * i.

Earnings per equity share (Nominal value of equity shares of Rs. 10 each, fully paid up) *
Basic earnings per share (Rs.) 34 (1.53) 4.62 7.00 5,
Diluted earnings per share (Rs.) 34 (1.53) 455 6.90 5.5:
[Face value per share: Rs. 10]

* EPS for the five months period ended 31 August 2021 is not annualised

 

The above Annexure should be read in conjunction with the Basis of preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Revised Restated Consolidated
Financial Information appearing in Annexure VI and Statement of Adjustments to Revised Restated Consolidated Financial Information appearing in Annexure VIL.

As per our examination report of even date attached.

For BSR & 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 : U72200MH2002PL.C138213,

Rajesh Mehra Ravi Goyal Stanley Johnson P.

Partner Managing Director Executive Director

Membership No. 103145, DIN: 01374288 DIN: 08914900
Saurabh Lal Sneha Kadam
Chief Financial Officer Company Secretary
Membership No.: 504653 Membership No.: 31215

Place: Mumbai Place: Mumbai

Date : 6 January 2022 Date : 6 January 2022

225
AGS Transact Technologies Limited

Annexure III- Revised Restated Consolidated Statement Of Changes In Equity

(2) Equity share capital

(Bs. in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars 31 August 2021 31. March 2021. 31 March 2020 31 March 2019
Balance ar the beginning of the year paiod 720398 T0553 120358 T2053
Changes in equity share capital due to prior period ereors : : -
Less: Treasury shares* (4.12) 8.) (18.12) 8.)
‘Balance atthe end of the year period 7105.81 7105.8 7105.81 7105.8
“Movement of Treasury share capital
Balance atthe begining af the year / period (a.12) cs.) (18.12) (886)
Share options exercised during the year i é 07a
‘Balance atthe end of the year/ period aia) aa aaa) a.12)
(©) Other equity (8s. in million)
Reserves & Surpias
Securities Employee _-Debenture General reserve Retained Foreign Total Attributable to Total
Particulars premium stock options earnings currency attributable to NCI
reserve reserve translation owners of the
reserve Company

[Balance as at 31 March 2078 220777 a2 : 10.00 50799 7a 2595 = 205555
‘Adjustment on inal application of Tnd AS 176, ne of taxes
(eter ne 97 of Aare VD) : : : - grin : erie : gue
‘Adjusted balance as at 1 Ape 2010 220777 Taz = To.00 07 7a 20s z 23403
Poli or the year - = : Tog = 061.94 ‘661.94
Cte comprehensive income forthe year z . (24s) 26.68 1420 14.20
Employee compensation expenses recognised during the year - 51.20 * = 2 51.20 51.20
Pru on share options exercised during the year 216 : : : : 216 216
‘Balance as at 31 March 2019 2299.93 a 70.00 55.53 33.95 3063.53 : 3,063.53
Poli or the year a Z 330.14 5 330.14 a 30.14
Cer comprehensive income forthe year 2 : (456) 1757 301 s 301
Dividend paid 2 : : (120.38) - (120.38) - (220.29)
Dividend distribution tax 7 - (24.75) - 2475) (2475)
Divided on treasury shares (refer note 15 of Annexure VI) 2 181 : 181 181
Employee compensation expenses recognised during the year _ 50.39 3 z s 50.39 50.39
‘Balance as at 31 March 2020 2209.55 Tas z 70.00 1778 TS 303.74 = 3,003.74
Peli forthe year = . 54792 F 54792 547.92
(ther comprehensive income forthe year - : : 093) 2725 26.32 - 26.32
Employee compensation expenses recognised during the year : 22.83 : = * 22.83 A 22.83
Pzemnium on share options exercised during the year 2 : i a : a
‘Balance as at 31 March 2021 2209.55 a7 z 10.00 1g7A7 777 a00 = a0
Las forthe period 2 - 2 (81.05) Z (81.05) z (81.05)
Cte comprehensive income forthe period 7 : 2.88 oan 2477 2477

_ 701 . 2 = 701 701
Employee compensation expenses recognised during the period
“Transfers fom retained earings a z 550.00 (50.00) * z -
[Balance as at 31 August 2021 2209.55 Ta 350.00 To.00 7,168.60 7a.66 aise = 5154

 

 

‘The above Annexure should be read in conjunction with the Basis of preparation and Significant Accounting Policies appearing in Annexure V, Notes co the Revised Restated Consolidated Financial Information appearing in Annexure
Vand Statement of Adjustments to Revised Restated Consolidated Financial Information appearing in Annexure VIL

‘As per our examination report of even date atached
For BSR & Co, LLP

(Chartered Accountants
Firm’s Registration No: 101248W/W-100022

Rajesh Mehra
Partner
Membership No. 103145

Place: Mumbai
Date: 6 January 2022

226

For and on behalf ofthe Board of Dieectors of
AGS Transact Technologies Limited
CIN : U72200MH2002PLC138213,

Ravi Goyal
Managing Director
DIN: 01374288,

Stanley Johnson P.
Executive Director
IN: 08914900

Saurabh Lal
Chief Financiat Oficer
“Membership No. 504653,

‘Sneha Kadam
‘Company Secretary
Membership No. 21215

Place: Mumba
Date : 6 January 2022
AGS Transact Technologies Limited
Annexure IV: Revised Restated Consolidated Statement of Cash Flows

(Rs. in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Period ended Year ended ‘Year ended Year ended
BL August 202131 March 2021 31 March 2020 31 March 2019
‘A. Gash flow from operating activities
[Net restated profit / (loss) before tax (55.00) 924.27 4,195.24 788.89
Adjustments for :
Finance cost 971.28 1,330.62 1,304.01 1,366.61
Interest income (33.17) (136.39) (213.45) (68.27)
Write back of lease liabilities (net) and rent concession (refer note 37 of Annexure VI) (14.68) (139.79) (64.58) (0.16)
Share of loss of associate 7.95 15.62 - -
Depreciation and amortisation 1,016.39 2,596.48 2,446.65, 2273.25
(Gainy/Loss on sale/retirement of Property, plant and equipment (net) 6.84 (6.84) 30.85 4487
Fair value gain on financial assets measured at Fair Value through Profit or Loss (net) 37) 0.01 2
Provision for warranty (net) : 1.40 (4.93) 5.25
Employee stock option scheme expense 701 2.83 50.39 51.20
Inventories written off : - - 24.00
Unrealised foreign exchange loss / (gain) 343 218 (94) -
1915.18 “411.39 4852.24 4485.64
‘Changes in working capital :
(Increase) decrease in inventories (80.82) 279.68 410.94
(Increase)/decrease in trade and unbilled receivables 2,925.14) (539.38) (436.16)
Increase)’ decrease in loans and other financial assets, 35.77 14.73 35.36
Decrease/ (increase) in other current assets 96.99 (302.12) (222.26)
Decrease in other non-current assets 98.74 12.50 43.84
Increase / (decrease) in trade payables 644.13, (7.09) 498.17
Increase in other current liabilities 946.09 416.48 218.54
(Decrease)/increase in other non-current liabilities (87.83) (13.41) 27.00
Increase in provisions 11.30 58.38, 48.20
‘Cash generated from operations 4,250.62 4702.01 5109.27
Direct taxes paid (net) (458.17) (74.98) (241.70) (247.88)
‘Net cash flow generated from operating activities TAL 2,101.93 4175.64 4460.31 4,861.39
B. Cash flow from investing activities
Purchase of property, plant and equipment including capital advances and work-in-progress (net) (330.86) (2,352.05) (2,311.38) (1,628.91)
Proceeds from sale of property, plant and equipment 14.49 140.72 95.49 10.30
Purchase of non-current investments : : (23.55)
Purchase of current investments (6,500.00) (96.90) : -
Interest received 9.75 95.23 47.67 1338
Fixed deposits placed during the year / period (269.28) (878.42) (e14.40) (a1.43)
Proceeds from maturity of fixed deposits 658.49 527.98 99.55 63.03,
‘Net cash used in investing activities TBI (Gal7.a1) (563.44) (2,906.62) (653.63)
C. Cash flow from financing activities
Proceeds from issuance of Non-Convertible Debentures : 5,500.00 =
Proceeds from issuance of equity share capital : : 2.90
Proceeds from long-term borrowings 1,306.64 1,795.41 1,402.48 1,429.88,
Repayment of long-term borrowings (1,093.75) (2,163.17) (1,470.82) (4,551.46)
(Repayment) / proceeds from short-term borrowings (net) (494.99) (687.64) 772.69 (853.85)
Payment of lease liabilities (616.21) (1,499.24) (1,496.82) (1,384.50)
Interest paid (562.45) (707.29) (678.33) (727.19)
Other finance charges paid (158.36) (133.15) (103.44) (67.56)
Dividend paid (including dividend distribution tax) : : (043.33)
‘Net cash flow generated from / (used in) financing activities a (319.12) 3204.92 717.57) (S178)
[Net Increase/(decrease) in cash and cash equivalents [Al + [1+ Ic} (5,634.60) 5,817.12 (163.88) 55.98
Cash and cash equivalents at the beginning of the year / petiod 5,923.23, 106.11 269,99 214.01
Effect of exchange rate fluctuations on cash held (refer nate 2) 0.00% 0.00" 0.00" 0.00*
‘Cash and cash equivalents at the end of the year / period 288.63, 5923.23 106.11 269.99,

 

Note
4. The above annexure has been prepared under the indirect method as set out in Indian Accounting standard 7 ‘Statement of Cash Flows’ notified u/s 133 of Companies Act, 2013 (Act) read with Rule 4 of
the Companies (Indian Accounting Standards ) Rules, 2015 and the relevant provisions of the Act.

 

2 Exchange differences on translation of foreign currency cash and cash equivalents is less than R.0.01 milion.

 

  
 
    

(Rs. in mill

3. The movement of borrowings and lease liabilities as per Ind AS 7 is as follows: Period ended Year ended Year ended Year ended

31 August 202131 March 2021, 31 March 2020 31 March 2019
Opening borrowings 12,330.03, 6,788.88 6,075.70 034.21
Proceeds from issuance of Non Convertible Debentures, - 5,500.00 . :
Proceeds from long-term borrowings 1,306.64 1,795.41 1,402.48 1,429.88
Repayment of long-term borrowings (4,093.75) (2,163.17) (1,470.82) (1,551.46)
(Repayment) / proceeds from short-term borrowings (net) (494.99) (687.64) 72.69 (853.85)
‘Non-cash adjustments 88.41 883 16.92
Effect of exchange rate fluctuations on cash held 0.00" 0.00"
Closing borrowings 6,788.88 6075.70

Impact due to Ind AS 116 - Leases (refer note 37 of Annexure V1)
Closing borrowings and lease liabilities

 

* Exchange differences on translation of foreign currency cash and cash equivalents is less than Rs,0.01 milion,

227
AGS Transact Technologies Limited
Annexure IV: Revised Restated Consolidated Statement of Cash Flows (Continued)

  

 

 

(Rs. in mill
Period ended ‘Year ended ‘Year ended Year ended
31 August 202131 March 2021 31 March 2020 31 March 2019
4, Reconciliation of cash and cash equivalents with the revised restated consolidated statement of
assets and liabiliti
Cash on hand 19.10 36.02 2.84 20.52
Balance with banks
= Current accounts 269.53, 5,887.21 126.10 342.12
Less : current account balances held in trust for customers (62.83) (92.65)
Cash and cash equivalents as per Revised Restated Consolidated Statement of Cash Flows (refer 5923.23 106.11 269.99

 

note 11 of Annexure VI)

5, Cash credit is treated as a borrowings and hence not included as a part of cash and cash equivalent for the purpose of the revised restated consolidated statement of cash flows.

The above Annexure should be read in conjunction with the Basis of preparation and Significant Accounting Policies appearing in Annexure V, Notes to the Revised Restated Consolidated Financial
Information appearing in Annexure VI and Statement of Adjustments to Revised Restated Consolidated Financial Information appearing in Annexure VIL

[As per our examination report of even date attached,

For BSR & 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 : U72200MH2002PLC138213
Rajesh Mehra Ravi Goyal Stanley Johnson P.
Partner Managing Director Executive Director
Membership No. 103145 DIN: 01374288 DIN: 08914900
Saurabh Lal Sneha Kadam
Chief Financial officer Company Secretary
‘Membership No.: 504653 Membership No.: 31215,
Place: Mumbai Place: Mumbai
Date : 6 January 2022 Date : 6 January 2022

228
AGS Transact Technologies Limited

Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information (Continued)

Note 1
Group overview

AGS Transact Technologies Limited (the “Company’) is a company domiciled in India and incorporated under the
provisions of the Companies Act, 1956. The Company along with its subsidiaries including step-down subsidiaries
and associate - Securevalue India Limited (‘SVIL’), India Transact Services Limited (‘ITSL’), Global Transact
Services Pte. Ltd. (‘GTSL’), Novus Technologies Pte. Ltd., Novus Technologies (Cambodia) Company
Limited, Novus Transact Philippines Corporation, Novustech Transact Lanka (Private) Limited and its associate PT
Nova Digital Perkasa (together ‘the Group’) is in the business of supplying, installing and managing technology-
based payment solutions, automation products and providing related services to its customers present in the
Banking, Petroleum, Colour and Retail sectors. The Group is also engaged in the business of providing ATM
outsourcing, ATM Managed Services, Intelligent Cash deposit (ICD) including cash burial facility, cash
management, cash replenishment, door step banking to various banks, WLA Operators and other service providers
and supplying of self-service terminals and related software to financial institutions, Digital payment services which
includes toll and transit solutions, transaction switching service, services through point of sale (POS) machine and
other payment channels.

The Non-Convertible Debentures (‘NCD’) of the Company were listed on National Stock Exchange (‘NSE’) on 26
March, 2021.

The Revised Restated Consolidated Financial Information were approved by the Board of Directors of the Company
on 6 January 2022.

The Board of Directors had earlier approved and adopted the Restated Consolidated Financial Information of the
Group for the five-months period ended 31 August 2021 and for each of the years ended 31 March 2021, 31 March
2020 and 31 March 2019 in their meeting held on 22 November 2021 (referred to as the “Original Restated
Consolidated Financial Information”) on which the auditors had issued Examination Report dated 22 November
2021. The Company has subsequently revised the aforesaid Original Restated Consolidated Financial
Information with updated Note 51 of Annexure VI, being management’s reassessment of impact of COVID 19. The
auditors have issued revised Examination Report dated 6 January 2022 on this Revised Restated Consolidated
Financial Information.

Note 2
Basis of preparation and Significant Accounting Policies

. Basis of preparation of Revised Restated Consolidated Financial Information

The Revised Restated Consolidated Statement of Assets and Liabilities of the Group as at 31 August 2021, 31
March 2021, 31 March 2020 and 31 March 2019, the Revised Restated Consolidated Statement of Profit and Loss,
the Revised Restated Consolidated Statement of Changes in Equity and the Revised Restated Consolidated
Statement of Cash Flows for the five months period ended 31 August 2021(‘the period’) and for each of the years
ended 31 March 2021, 31 March 2020 and 31 March 2019 and Revised Restated Consolidated Other Financial
Information for the five months period ended 31 August 2021, years ended 31 March 2021, 31 March 2020 and 31
March 2019 (together referred as ‘Revised Restated Consolidated Financial Information’) have been prepared under
Indian Accounting Standards (‘Ind AS') notified under the Companies (Indian Accounting Standards) Rules, 2015
read with Section 133 of the Companies Act, 2013 (‘the Act’) to the extent applicable and other relevant provisions
of the Act as amended from time to time.

229
AGS Transact Technologies Limited
Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

The Revised Restated Consolidated Financial Information relates to the Group. The Group does not have
investments in joint ventures.

The Revised Restated Consolidated Financial Information have been prepared by the management for inclusion in
the offer document in connection with the proposed listing of equity shares of the Company by way of offer for sale
by the selling shareholders, to be filed by the Company with the Securities and Exchange Board of India, the
National Stock Exchange of India Limited (‘SEBI’), BSE Limited and Registrar of Companies, Mumbai in
accordance with the requirements of:

a) Section 26 to the Companies Act, 2013 (“Act”)

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018,
issued by the Securities and Exchange Board of India ("SEBI") on September 11, 2018, as amended to date in
pursuance of provisions of Securities and Exchange Board of India Act, 1992 (together referred to as the ‘SEBI
ICDR regulations 2018”); and

c) Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (‘ICAI’).

These Revised Restated Consolidated Financial Information has been extracted by the Management from:

a) the audited Revised Special Purpose Interim Consolidated financial statements of the Group as at and for the
five months period ended 31 August 2021 prepared in accordance with the Indian Accounting Standard 34
“Interim Financial Reporting” as prescribed under Section 133 of the Act and other accounting principles
generally accepted in India, which have been approved by the Board of Directors of the Company at their Board
meetings held on 6 January 2022,

b) _ the audited consolidated financial statements of the Group and its associate as at and for the years ended 31
March 2021, 31 March 2020 and 31 March 2019 prepared in accordance with Ind AS as prescribed under
Section 133 of the Act and other accounting principles generally accepted in India (the “consolidated financial
statements”), which have been approved by the Board of Directors of the Company at their Board meetings held
on 29 June 2021, 25 August 2020 and 20 May 2019 respectively.

These Revised Restated Consolidated Financial Information have been prepared after incorporating adjustments for
the changes in accounting policies, material errors and regrouping/reclassifications retrospectively in the financial
years ended 31 March 2021, 2020 and 2019 to reflect the same accounting treatment as per the accounting policy
and grouping/classifications followed as at and for the five months period ended 31 August 2021.

. Functional and presentation currency
The Revised Restated Consolidated Financial Information are presented in Indian Rupees (INR), which is also the
entity's functional currency.

All amounts have been rounded off to the nearest Rupee in million with two decimals, unless otherwise indicated.

. Basis of measurement

The Revised Restated Consolidated Financial Information have been prepared on historical cost basis, except for the
following assets and liabilities which have been measured at fair value:

— Certain financial instruments (assets and liabilities) measured at fair value (refer accounting policy regarding

financial instruments)
— Net defined benefit (asset) / liability — fair value of plan assets less present value of defined benefit obligations

230
AGS Transact Technologies Limited

Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

Key estimates and assumptions

While preparing the Revised Restated Consolidated Financial Information in conformity with Ind AS, the
management has made certain estimates and assumptions that require subjective and complex judgments. These
judgments affect the application of accounting policies and the reported amount of assets, liabilities, and disclosure
of contingent liabilities at the reporting date and the reported amount of income and expenses for the reporting
period. Future events rarely develop as forecasted and the best estimates require adjustments, as actual results may
differ from these estimates under different assumptions or conditions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised prospectively.

Judgement, estimates and assumptions are required in particular for:
Revenue recognition

The Company's contracts with customers include promises to transfer multiple products and services to a customer.
Judgment is required to determine the transaction price for the contract. The transaction price could be variable
consideration with elements such as net of returns, service level agreement adjustments / credits, non-current
warranties, trade discounts, volume rebates, where applicable.

Determination of the estimated useful lives

Useful lives of property, plant and equipment are based on the life prescribed in Schedule II of the Act. In cases,
where the useful lives are different from that prescribed in Schedule II and in case of intangible assets, they are
estimated by management based on technical advice, taking into account the nature of the asset, the estimated usage
of the asset, the operating conditions of the asset, past history of replacement, anticipated technological changes,
manufacturers’ warranties and maintenance support. All useful lives are reviewed at each reporting period and
revised if required.

Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key actuarial
assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The discount rate
is determined by reference to market yields at the end of the reporting period on government bonds. The period to
maturity of the underlying bonds correspond to the probable maturity of the post-employment benefit obligations.
Due to complexities involved in the valuation and its long term nature, defined benefit obligation is sensitive to
changes in these assumptions. All assumptions are reviewed at each reporting period.

Recognition and measurement of other provisions
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of
resources, and on past experience and circumstances known at the closing date. The actual outflow of resources at a

future date may therefore vary from the amount included in other provisions.

Discounting of long-term financial assets / liabilities

231
AGS Transact Technologies Limited

Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

All financial assets / liabilities are required to be measured at fair value on initial recognition. In case of financial
assets / liabilities which are required to subsequently be measured at amortised cost, interest is accrued using the
effective interest method.

Determining whether an arrangement contains a lease
At inception of an arrangement, the Group determines whether the arrangement is or contains a lease.

At inception or on reassessment of an arrangement that contains a lease, the Group separates payments and other
consideration required by the arrangement into those for the lease and those for other elements on the basis of their
relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments
reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset;
subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is recognised
using the Group’s incremental borrowing rate. In case of operating lease, all payments under the arrangement are
treated as lease payments.

Fair value of financial instruments

¢ Derivatives are carried at fair value. Derivatives includes foreign currency forward contracts. Fair value of
foreign currency forward contracts are determined using the fair value reports provided by respective bankers.

Further information about the assumptions made in measuring fair values is included in the following note:
~ Impairment test of financial assets: key assumptions underlying recoverable amounts.
¢ Certain unquoted investments are carried at fair value. The fair value of these instruments is measured using

valuation techniques such as discounted cash flows and information from other comparable companies in the
market.

Taxes

Significant management judgment is required in determining provision for income tax, deferred income tax assets
and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is
based on estimates of taxable income in which the entity operates and the period over which deferred income tax
assets will be recovered.

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 used.

232
AGS Transact Technologies Limited
Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

. Measurement of fair values

The Group’s accounting policies and disclosures require the measurement of fair values for financial instruments.

The Group has an established control framework with respect to the measurement of fair values. The management
regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as
broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence
obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS,
including the level in the fair value hierarchy in which such valuations should be classified.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows.

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. If
the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the
lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the
fair value hierarchy at the end of the reporting period during which the change has occurred.

The Group has recognised certain assets at fair value and further information is included in the relevant notes.

233
AGS Transact Technologies Limited

Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

Basis of consolidation

The Revised Restated Consolidated Financial Information has been prepared in accordance with the requirements of
Ind AS 110 — ‘Consolidated Financial Statements’.

Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the
date on which control is transferred to the Group. They are deconsolidated from the date when the control ceases.

The Group combines the financial statements of the parent and its subsidiaries line by line adding together like items
of assets, liabilities, equity, income and expenses. Intra Group transactions, balances and unrealised gains on
transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed
wherever necessary to ensure consistency with the policies adopted by the Group.

The excess of cost to the Group of its investment in subsidiaries, on the acquisition dates over and above the
Group’s share of equity in the subsidiaries, is recognised as ‘Goodwill on Consolidation’ being an asset in the
Revised Restated Consolidated Financial Information. The said Goodwill is not amortised, however, it is tested for
impairment at each Balance Sheet date and the impairment loss, if any, is provided for. On the other hand, where the
share of equity in subsidiaries as on the date of investment is in excess of cost of investments of the Group, it is
recognised as ‘Capital Reserve’ and shown under the head ‘Reserves and Surplus’ in the Restated Consolidated
Statement of Assets and Liabilities. In case of acquisition of additional stake in the existing subsidiary, the excess of
purchase consideration over the Group’s portion of equity of the subsidiary on the date on which the additional
investment is made, is adjusted in equity.

Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the Revised
Restated Consolidated Statement of Assets and Liabilities within equity.

Non-controlling interests in the net assets of consolidated subsidiaries consists of:

a) The amount of equity attributable to non-controlling interests at the date on which investment in a subsidiary is
made; and

b) The non-controlling interest’s share of movements in equity since the date parent subsidiary relationship came
into existence.

The profit and other comprehensive income attributable to non-controlling interests of subsidiaries are shown
separately in the Revised Restated Consolidated Statement of Profit and Loss and Revised Restated Consolidated
Statement of Changes in Equity.

Upon loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interest
and the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is
recognised in the Revised Restated Consolidated Statement of Profit and Loss. If the Group retains any interest in
the previous subsidiary, then such interest is measured at fair value at the date that control is lost and the differential
is recognised in Revised Restated Consolidated Statement of Profit and Loss. Subsequently, it is accounted for as an
equity-accounted investee depending on the level of influence retained.

As far as possible, the Revised Restated Consolidated Financial Information is prepared using uniform accounting

policies for like transactions and other events in similar circumstances and are presented in the same manner as the
Company’s Revised Restated Standalone Financial Information.

234
AGS Transact Technologies Limited

Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

The subsidiaries/ step-down subsidiaries considered in the preparation of the Revised Restated Consolidated
Financial Information and the shareholding of the Group in these companies is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Holding Country of 3h 3h oh 31

Subsidiaries Conipaiy:| Inearporaten August | March | March | March
pany P 2021 | 2021 | 2020 | 2019

India Transact Services Limited . 9; 9 9 9
(west. 1 April 2010) Company India 100% 100% 100% 100%
Securevalue India Limited . 9, 9 9 0,
(west. 24 April 2012) Company India 100% 100% 100% 100%
Global Transact Services Pte. Ltd. i 3) 9, 9 9,
(‘GTSL’) (w.e.f. 6 March 2009) Company Singapore 100% 100% 100% 100%
Novus Technologies Pte. Ltd. (“NTPL’) i .0, ™" 0, 9
(w.e.f, 28 November 2013) GTSL Singapore 90% 90% 90% 90%
Novus Technologies (Cambodia) . 9 9, oy 9)
Company Limited (w.e.f. 29 August 2014) NUEL Cambodia 90% 90% 90% 90%
Novus Transact Philippines Corporation arse " ” 9 9
(w.e.f, 15 September 2014) NTPL Philippines 90% 90% 90% 90%
Novustech Transact Lanka (Private) ¥ " <i 0, 9,
Limited (w.e.f. 23 September 2016) NEEL SHtenka | (90% | So% | ome | 0%
AGS Community Foundation 7 m7 i 60% 60%
(w.e.f. 24 September 2019)* Company Incl 60% a0%e

 

 

*Not considered for consolidation purposes.

Associate

An associate is an entity in which the Group has significant influence, but not control or joint control, over the
financial and operating policies. Interests in associates are accounted for using the equity method. They are initially
recognized at cost which includes transaction costs. Subsequent to initial recognition the Revised Restated
Consolidated Financial Information include the Group’s share of profit and loss and OCI of equity accounted
investees until the date on which significant influence ceases.

 

 

 

 

 

 

‘Associates Country of | 31 August | 31 March | 31 March | 31 March
Incorporation 2021 2021 2020 2019
PT.Nova Digital Perkasa (w.e.f. 29 January 2020) Indonesia 45% 45% 45% 0%

 

 

 

 

G. Financial assets

(i) Initial recognition and measurement
Financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument.

On initial recognition, a financial asset is recognised at fair value. In case of financial assets which are recognised at
fair value through profit and loss (FVTPL), its transaction cost is recognised in the Revised Restated Consolidated
Statement of Profit and Loss. In other cases, the transaction cost is attributed to the acquisition value of the financial
asset.
AGS Transact Technologies Limited

Annexure V - Basis of preparation and Significant Accounting Policies
Notes to the Revised Restated Consolidated Financial Information

(ii) Classification and subsequent measurement

The Group classifies its financial assets into a) financial assets measured at amortised cost, b) financial assets
measured at fair value through other comprehensive income (FVOCI), and c) financial assets measured at fair value
through profit and loss (FVTPL). Management determines the classification of its financial assets at the time of
initial recognition or, where applicable, at the time of reclassification.

a) Financial assets measured at amortised cost

A financial asset is classified as measured at amortised cost if it is held within a business model whose objective is
to;
— hold financial asset in order to collect contractual cash flows and

— the contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using effective interest
rate method (EIR). Amortised cost is arrived at after taking into consideration any discount on fees or costs that are
an integral part of the EIR. The amortisation of such interest forms part of finance income in the Revised Restated
Consolidated Statement of Profit and Loss. Any impairment loss arising from these assets is recognised in the
Revised Restated Consolidated Statement of Profit and Loss.

b) Financial assets measured at fair value through other comprehensive income (FVOCI)

- Debt investments at FVOCI: These assets are subsequently measured at fair value. Interest income under the
effective interest method, foreign exchange gains and losses and impairment are recognised in Revised Restated
Consolidated Statement of Profit and Loss. Other net gains and losses are recognised in OCI. On derecognition,
gains and losses accumulated in OCI are reclassified to Revised Restated Consolidated Statement of Profit and Loss.

Financial assets are not reclassified subsequent to their recognition, except if and in the period the Group changes its
business model for managing financial assets.

c) Financial assets measured at fair value through profit and loss (FVIPL)

This is a residual category for classification. Any asset which does not meet the criteria for classification as at
amortised cost and FVOCI, is classified as FVTPL. Financial assets at fair value through profit and loss are
measured at fair value, and changes therein are recognised in the Revised Restated Consolidated Statement of Profit
and Loss.

(iii) Trade receivables

Trade receivables are initially recognised at fair value. Subsequently, these assets are held at amortised cost, using
the effective interest rate (EIR) method. The EIR is the rate that discounts estimated future cash income through the

expected life of financial instrument. Trade receivables are tested for impairment on a specific basis after
considering the sanctioned credit limits, prior experience, customer profile and expectations about future cash flows.

(iv) Derecognition

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset
expire, or it transfers the contractual rights to receive the cash flows from the asset.

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Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

(v) Impairment of financial asset

Expected credit losses are recognised for all financial assets subsequent to initial recognition other than financial
assets in FVTPL category.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and
when estimating expected credit losses, the Group considers reasonable and supportable information that is relevant
and available without undue cost or effort. This includes both quantitative and qualitative information and analysis,
based on the Group's historical experience and informed credit assessment and including forward looking
information.

For trade receivables, the Group applies a simplified approach. It recognises impairment loss allowance based on
lifetime expected credit losses at each reporting date, right from its initial recognition. Trade receivables are tested
for impairment on a specific basis after considering the sanctioned credit limits and expectations about future cash
flows.

The impairment losses and reversals are recognised in Revised Restated Consolidated Statement of Profit and Loss.
Financial liabilities

(i) Initial recognition and measurement

A financial liability is recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities are initially measured at fair value less any directly attributable transaction costs unless at initial
recognition, they are classified as fair value through profit and loss. A financial liability is classified as at FVTPL if
it is held for trading, or it is a derivative or it is designated as such on initial recognition.

(ii) Subsequent measurement

Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are
recognised in Revised Restated Consolidated Statement of Profit and Loss. Other financial liabilities are
subsequently measured at amortised cost using EIR. Interest expense and foreign exchange gains and losses are
recognised in the Revised Restated Consolidated Statement of Profit and Loss.

(iii) Derecognition

A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Revised Restated
Consolidated Statement of Assets and Liabilities if there is a currently enforceable legal right to offset the
recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities
simultaneously.

Derivative financial instruments

The Group holds derivative financial instruments (forward contracts) to hedge its foreign currency exposures.

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Notes to the Revised Restated Consolidated Financial Information

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair
value, and changes therein are generally recognised in Revised Restated Consolidated Statement of Profit and Loss.
The gain or loss on such derivative is presented in the Revised Restated Consolidated Statement of Profit and Loss
in the same line item as the corresponding foreign exchange loss or gain arising from the hedged transaction.

Share capital
Ordinary equity shares

Incremental costs directly attributable to the issue of ordinary equity shares, are recognised as a deduction from
equity.

Treasury shares

The Company has created an AGSTTL Employees Welfare Trust (“Trust”) for providing share-based payment to its
employees. The Trust is used as a vehicle for distributing shares to employees under the employee remuneration
schemes. The Trust buys shares of the Company for giving shares to employees. The Company treats Trust as its
extension and shares held by Trust are treated as treasury shares. Treasury shares are recognised at cost and
deducted from equity. No gain or loss is recognised in Revised Restated Consolidated Statement of Profit and Loss
on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Any difference between the
carrying amount and the consideration, if reissued, is recognised in Capital reserve. Share options exercised during
the reporting period are deducted from treasury shares.

Property, plant and equipment
(i) Recognition and measurement

Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumulated
impairment losses, if any.

Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-
refundable purchase taxes, any directly attributable cost of bringing the item to its working condition for its intended
use and estimated costs of dismantling and removing the item and restoring the site on which it is located, after
deducting trade discounts and rebates if any.

Pre-operative expenses such as salaries, brokerage, legal and professional fees, etc. incurred during installation
period are capitalised under the respective asset head as part of the indirect installation cost, to the extent to which
the expenditure is allocable / apportioned to the asset-head. In case of composite contract involving acquisition of
property, plant and equipment and providing services, the property, plant and equipment are capitalised at the
respective fair value of the asset acquired.

Stores and spares includes tangible items used as rotables in supply of goods or services and are expected to be used
for a period more than 1 year.

Demo assets includes assets which are given for training, testing and demonstration to various current and
prospective customers for supply of goods or services and are expected to be used for a period more than 1 year.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in the Revised Restated
Consolidated Statement of Profit and Loss.

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Notes to the Revised Restated Consolidated Financial Information

Property plant and equipment which are not ready for intended use as on the reporting date are disclosed as “Capital
work-in-progres:

 

 

Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date are
classified as Capital advances.

POS machines which are removed/de-installed from a particular location are included under ‘Deletions’
(ii) Subsequent expenditure

Subsequent expenditure is capitalised only if it is probable that future economic benefits associated with the
expenditure will flow to the entity.

(iii) Depreciation

Depreciation on property, plant and equipment

Depreciation is provided on the Written Down Value (“WDV’) method, except in the case of Building, ATM, ATM
sites, Demo assets, POS machines, Vehicles for cash management and stores and spares where the Straight-Line
Method (‘SLM’) is used, over the estimated useful life of each asset as determined by the management. Depreciation

is provided on a pro-rata basis i.e. from the date on which asset is put to use.

The estimated useful lives and method of depreciation of items of property, plant and equipment are as follows:

 

 

Asset Method of Depreciation Useful life (years)
Buildings SLM 30-60
ATM machines** SLM 5-10
Others assets at ATM Sites* SLM 7
POS machines** SLM 3-5
Demo assets# SLM 2-5
Stores and spares# SLM

Plant and machinery* WDV 10-15
Furniture and fixtures WDV 2-10
Office equipment, electrical installation and air conditioners WDV 2-10
Computers“ WDV 1-6
Vehicles for office purposes WDV

Vehicles for cash management* SLM

 

 

* ATM machines, other assets at ATM sites, POS machines, Vehicles for cash management business and Plant and
machinery are depreciated over the estimated useful lives, which is lower than the useful life indicated in Schedule
II of the Act. The management has estimated, supported by independent assessment by professionals, the useful
lives of the classes of assets.

# Management has estimated, supported by independent assessment by professionals, the useful lives of the classes
of assets.

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Notes to the Revised Restated Consolidated Financial Information

‘ Foreign subsidiaries are depreciating assets on SLM basis. The useful life for ATM machines, POS machines,
furniture and fixtures, office equipment; electrical installation and air conditioner and computers have been
estimated to be 5 years, 3-5 years, 2 years, 2 to 3 years and 1 year respectively.

Leasehold improvements are amortised over the primary period of lease i.e. lease period which ranges from 3 to 10
years as per the agreement or the life of respective assets, whichever is lower.

Depreciation method, useful lives and residual values are reviewed at each financial year end and adjusted if
appropriate.

Asset held for sale

Assets are classified as held for sale if their carrying amount will be recovered principally through sale transaction
rather than through continuing use and a sale is considered highly probable. They are measured at lower of their
carrying amount and fair value less cost to sell.

Intangible assets

(i) Recognition and measurement

Intangible assets acquired separately are measured on initial recognition at cost.

Internally generated intangible assets, excluding capitalised development costs, are not capitalised and expenditure
is reflected in the Revised Restated Consolidated Statement of Profit and Loss in the year in which the expenditure

is incurred.

Intangibles which are not ready for intended use as on the reporting date are disclosed as “Intangible under
development”.

(ii) Subsequent expenditure

After initial recognition, intangible assets are carried at cost less accumulated amortisation and accumulated
impairment loss, if any.

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific
asset to which it relates.

(iii) Service concession arrangements

The Group recognises an intangible asset arising from a service concession arrangement to the extent it has a right to
charge for use of the concession infrastructure. The fair value, at the time of initial recognition of such an intangible
asset received as consideration for providing construction or upgrade services in a service concession arrangement,
is regarded to be its cost. Subsequent to initial recognition, the intangible asset is measured at cost, less any

accumulated amortisation and accumulated impairment losses, if any.

(iv) Amortisation of intangible assets

Intangible assets are amortised on a straight line basis over the estimated useful economic life. The estimated useful
lives are as follows:

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Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

 

 

Asset Useful life (years)
Licenses and Technical know-how 7
Software 4

 

 

The estimated useful life of an intangible asset in a service concession arrangement is the period of contract.

The amortisation period and the amortisation method are reviewed at each reporting date. If the expected useful life
of the asset is significantly different from previous estimates, the amortisation period is changed accordingly.

(v) Expenditure on research and development

Expenditure on research activities is recognised in Revised Restated Consolidated Statement of Profit and Loss as
incurred.

Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure
can be measured reliably, the product or process is technically and commercially feasible, future economic benefits
are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the
asset. Otherwise, it is recognised in Revised Restated Consolidated Statement of Profit and Loss as incurred.

Following the initial recognition of the development expenditure as an asset, the cost model is applied requiring the
asset to be carried at cost less any accumulated amortisation and accumulated impairment losses, if any.
Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised on
a straight line basis over the period of expected future benefit from the related project. Amortisation is recognised in
the Revised Restated Consolidated Statement of Profit And Loss.

During the period of development, the asset is tested for impairment annually.

Government Grants

Government grants including non-monetary grants at fair value are not recognised until there is reasonable assurance
that the Group will comply with the conditions attached to them and that the grants will be received.

Government grants are recognised in the Revised Restated Consolidated Statement of Profit and Loss as other
income on a systematic basis over the periods in which the Group recognises as expenses the related costs for which
the grants are intended to compensate.

Impairment of non-financial assets

The Groups’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date
to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable
amount is estimated.

For impairment testing, assets that do not generate independent cash inflows are grouped together into cash-

generating units (CGUs). Each CGU represents the smallest group of assets that generates cash inflows that are
largely independent of the cash inflows of other assets or CGUs.

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Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs
to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU
(or the asset).

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable
amount. Impairment losses are recognised in the Revised Restated Consolidated Statement of Profit and Loss.
Impairment loss recognised in respect of a CGU is allocated to the carrying amounts of the other assets of the CGU
ona pro rata basis.

In respect of assets for which impairment loss has been recognised in prior periods, the Group reviews at each
reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is
reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is
made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.

Goodwill on business combinations is included in intangible assets. Goodwill is not amortised but it is tested for
impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

Inventories

Raw materials, finished goods, stores, spares (other than those capitalised in property, plant and equipment), traded
items and consumables are carried at the lower of cost and net realisable value. However, materials and other items
held for use in the production of inventories are not written down below cost if the finished products in which they
will be incorporated are sold at or above cost. The comparison of cost and net realisable value is made on an item-
by-item basis.

In determining cost of raw materials, finished goods, traded items, stores, spares and consumables, weighted average
cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those subsequently
recoverable from tax authorities) and all other costs incurred in bringing the inventory to their present location and
condition.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.

Cost of finished goods includes the cost of raw materials and other costs incurred in bringing the inventories to their
present location and condition.

Revenue

(i) Sale of goods

Revenue from contracts with customers is measured at fair value of the consideration received or receivable, is net
of returns, service level adjustment/credits, non-current warranties, trade discounts, goods and service tax and
volume rebates, where applicable.

Revenue is recognised when the Group satisfies performance obligation by transferring the goods to the customers.
The Group ‘transfers’ goods to the customers when the customers obtain control of the goods. Control may be
transferred either at a point in time or over time. The amount of revenue recognised is adjusted for expected returns,
which are estimated based on historical data.

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Notes to the Revised Restated Consolidated Financial Information

(ii) Rendering of services

Revenue from contracts with customers, net of service level adjustment / credits is recognised when the Group
satisfies performance obligation by transferring the services to the customers and recognises unclaimed amounts
when no pending performance obligation exists.

The revenue from ATM and management services is disclosed net of service level adjustment / credits, one-time
upfront fees and premium on purchase of property, plant and equipment. One-time upfront fees and premium on
purchase of property, plant and equipment is amortised over the period of the respective contract.

Revenue from maintenance contracts is recognised pro-rata over the period of the contract as and when services are
rendered. Revenue from upgrades and digital payment services is recognised as and when services are rendered.

Revenue from one time set up fees is recognised over the expected contractual term with the customers. Servicing
fees for POS machine is recognised on monthly basis based on certainty of collection and transaction fees on the
basis of transactions settled using POS machines.

The Group collects goods and service tax on behalf of the government and therefore, these are not economic benefits
flowing to the Group. Hence, they are excluded from revenue.

(iii) Service concession arrangements

Revenue related to construction or upgrade services provided under a service concession arrangement is recognised
based on the stage of completion of the work performed. Operation or service revenue is recognised in the period in
which the services are provided by the Group.

(iv) Multiple deliverable arrangements

At contract inception, the Group assesses the goods or services explicitly or implicitly promised in a contract and
identifies as a performance obligation each promise to transfer a distinct good or service. A good or service that is
promised in a contract is ‘distinct’ if both of the following criteria are met:

a) The customer can benefit from the good or service either on its own or together with other resources that are
‘readily available’ to the customer.

b) The entity's promise to transfer the good or service to the customer is separately identifiable from other
promises in the contract.

The Group, at contract inception, allocates the transaction price to each performance obligation on the basis of
relative stand-alone selling price.

Recognition of insurance claim, dividend income, interest income or expense

The Group recognises the claims in the books, when the amount thereof can be measured reliably and ultimate
collection is reasonably certain. As and when claims are finally received from the Insurance Company, the
difference, if any, between the claim receivable from insurance company and the claims received is adjusted to the

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Notes to the Revised Restated Consolidated Financial Information

Revised Restated Consolidated Statement of Profit and Loss. All other claims and provisions are accounted on the
merits of each case.

Dividend income is recognised in Revised Restated Consolidated Statement of Profit and Loss on the date on which
the Group’s right to receive payment is established, it is probable that the economic benefits associated with the
dividend will flow to the Group, and the amount of dividend can be measured reliably.

For all financial instruments measured at amortised cost, interest income or expense is recorded using the effective
interest rate (EIR), which is the rate that discounts the estimated future cash payments or receipts through the
expected life of the financial instruments or a shorter period, where appropriate, to the net carrying amount of the
financial asset or liability. Interest income is included in Other income in the Revised Restated Consolidated
Statement of Profit and Loss.

Finance lease interest expense is recognised upon commencement of the finance lease agreement using constant
periodic rate of return over the period of the agreement.

Foreign currency transactions
(i) Initial recognition

Foreign currency transactions are recorded in the functional currency, by applying to the foreign currency amount
the exchange rate between the functional currency and the foreign currency at the date of the transaction.

(ii) Subsequent measurement

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign
currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-
monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the
exchange rate at the date of the transaction. Exchange differences are recognised in Revised Restated Consolidated
Statement of Profit and Loss in the period in which they arise.

(iii) Foreign operations

In case of foreign operations whose functional currency is different from the parent’s functional currency, the assets
and liabilities of such foreign operations, including goodwill and fair value adjustments arising upon acquisition, are
translated to the reporting currency at exchange rates at the reporting date. The income and expenses of such foreign
Operations are translated to the reporting currency at the average exchange rates prevailing during the period.
Resulting foreign currency differences are recognised in other comprehensive income / (loss) and presented within
equity as part of Foreign Currency Translation Reserve (FCTR). When a foreign operation is disposed of, in part or
in full, the relevant amount in the FCTR is transferred to the Revised Restated Consolidated Statement of Profit and
Loss.

(iv) Fair value gain / (loss) of derivative contracts

Foreign exchange difference on foreign currency borrowings, settlement gain/ (loss) and fair value gain/ (loss) on
derivative contracts relating to borrowings are accounted and disclosed under Finance cost.

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Notes to the Revised Restated Consolidated Financial Information

. Employee benefits
(i) Short-term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified short-term
employee benefits and they are recognised in the year in which the employee renders the related services. For the
amount expected to be paid, the Group recognises an undiscounted liability if they have a present legal or
constructive obligation to pay the amount as a result of past service provided by employees, and the obligation can
be estimated reliably.

(ii) Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a
separate entity and will have no legal or constructive obligation to pay further amounts. The Group makes specified
monthly contributions towards Government administered Provident Fund Scheme and Employee State Insurance
Corporations. The Group has no further legal or constructive obligation to pay once contributions are made.
Contributions made are charged to employee benefit expenses in the year in which the employment services
qualifying for the benefit are provided. Some of the foreign subsidiaries of the Group makes specified contributions
towards pension scheme. These contributions are recognised as an expense in the Revised Restated Consolidated
Statement of Profit and Loss, during the period in which the employee renders the related services.

(iii) Gratuity - Defined benefit plan

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. Gratuity is a
defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement, death,
incapacitation or termination of employment, of an amount based on the respective employee’s eligible salary and
the tenure of employment with the Group.

The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit
credit method. When the calculation results in a potential asset for the Group, the recognised asset is limited to the
present value of economic benefits available in the form of any future refunds from the plan or reductions in future
contributions to the plan (‘the asset ceiling’).

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan
assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in Other
Comprehensive Income. The Group determines the net interest expense (income) on the net defined benefit liability
(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of
the annual period to the then net defined benefit liability (asset), taking into account any changes in the net defined
benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and
other expenses related to defined benefit plans are recognised in Revised Restated Consolidated Statement of Profit
and Loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to
past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognised immediately in
Revised Restated Consolidated Statement of Profit and Loss. The Group recognises gains and losses on the
settlement of a defined benefit plan when the settlement occurs.

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Notes to the Revised Restated Consolidated Financial Information

(iv) Compensated absences

Compensated absences which are not expected to occur within twelve months after the end of the year in which the
employee renders the related services are recognised as a liability at the present value of the estimated liability for
leave as a result of services rendered by employees, which is determined at each reporting date based on an actuarial
valuation by an independent actuary using the projected unit credit method. The discount rates used for determining
the present value of the obligation under other long term employee benefits, are based on the market yields on
Government of India securities as at the reporting date. Re-measurement gains and losses are recognised
immediately in the Revised Restated Consolidated Statement of Profit and Loss.

The Group presents the above liability as current in the Revised Restated Consolidated Statement of Assets and
Liabilities.

(v) Employee stock compensation cost

The grant date fair value of equity settled share-based payment awards granted to employees is recognised as an
employee expense, with a corresponding increase in equity, over the period that the employees unconditionally
become entitled to the awards. The amount recognised as expense is based on the estimate of the number of awards
for which the related service and non-market vesting conditions are expected to be met, such that the amount
ultimately recognised as an expense is based on the number of awards that do meet the related service and non-
market vesting conditions at the vesting date.

Provisions (other than for employee benefits)

A provision is recognised if, as a result of a past event, the Group 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.

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 Group, 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 revised restated consolidated financial information 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 revised restated consolidated financial information where
an inflow of economic benefit is probable.

Contingent liabilities and contingent assets are reviewed at each reporting date.

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Notes to the Revised Restated Consolidated Financial Information
Leases

For the purpose of preparation of Revised Restated Consolidated Financial Information, the Group has applied Ind
AS 116 using the modified retrospective approach from 1 April 2018.

The Group 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 Group
assesses whether: (i) the contact involves the use of an identified asset (ii) the Group has substantially all of the
economic benefits from use of the asset through the period of the lease and (iii) the Group has the right to direct the
use of the asset.

On transition to Ind AS 116, the Group has elected to apply practical expedient to grandfather the assessment of
which transactions are leases. Contracts that were not identified as leases under Ind AS 17 were not re-assessed for
whether there is a lease under Ind AS 116. Therefore, the definition of leases the Group has tested its right of use
assets for impairment on the date of assessment and has concluded that there is no indication that the right of use
assets is impaired.

Asa lessee

The Group 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 remeasurements
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 Group’s incremental borrowing rate. Generally, the Group 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 Group recognised a right-of-use asset and a lease liability for the sale and leaseback
transaction on 1 April 2019, 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 Revised Restated
Consolidated Statement of Profit and Loss.

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Notes to the Revised Restated Consolidated Financial Information

The Group has used number of practical expedients when applying Ind AS 116: - Short-term leases, leases of low-
value assets and single discount rate

The Group 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 Group recognises the lease payments associated with
these leases as an expense on a straight-line basis over the lease term. The Group applied a single discount rate to a
portfolio of leases of similar assets in similar economic environment with a similar end date. The Group 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 The Revised Restated Consolidated Statement of
Assets and Liabilities and lease payments have been classified as financing cash flows.

Leases where the Group is lessor:

Leases in which the Group transfers substantially all the risks and benefits of ownership of the asset are classified as
finance leases. Assets given under finance lease are recognised as a receivable at an amount equal to the net
investment in the lease. After initial recognition, the Group apportions lease rentals between the principal repayment
and interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of
the finance lease. The interest income is recognised in the Revised Restated Consolidated Statement of Profit and
Loss. Initial direct costs such as legal costs, brokerage costs, etc. are recognised immediately in the Revised Restated
Consolidated Statement of Profit and Loss.

Income tax

Income tax comprises current and deferred tax. It is recognised in Revised Restated Consolidated 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.

(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 the amounts used for taxation purposes. 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

248
Z.

AGS Transact Technologies Limited

Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

tax consequences that would follow from the manner in which the Group 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.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the
form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the
Group will pay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet as a deferred
tax asset when it is highly probable that future economic benefit associated with it will flow to the Group.

Borrowing costs

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings
to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of
funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily takes a
substantial period of time to get ready for its intended use are capitalised as part of the cost of that asset. Other
borrowing costs are recognised as an expense in the period in which they are incurred.

AA. Finance cost

Finance costs includes interest and other borrowing costs incurred in connection with the borrowing of funds.
Interest cost on financial liabilities are 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 statute. Other
borrowing cost includes processing fees, 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.

AB. 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 Group's other
components and for which discrete financial information is available. Such decision is taken by chief operating
decision maker (CODM). Operating segments are reported in a manner consistent with the internal reporting
provided to the CODM.

(ii) Business segment

The Group’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 Group has identified ‘Payment Solutions’, ‘Banking Automation
Solutions’ and ‘Other Automation Solutions’ segments as the primary reportable segments.

(iii) Geographical segment

249
AGS Transact Technologies Limited

Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

The Group’s business is primarily within India. Hence no separate geographical disclosure is considered necessary.

(iv) Segment information

- Inter-segment transfers: The Group 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 Group prepares its segment information in conformity with the accounting
policies adopted for preparing and presenting the Revised Restated Consolidated Financial Information of the Group
as a whole.

AC. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period 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 period 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 period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of
all dilutive potential equity shares.

AD. Dividend
The Group 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 Group
on or before the end of the reporting period. A corresponding amount is recognised directly in equity.

AE. Measurement of earnings before interest, tax, depreciation and amortisation (EBITDA)

The Group has opted to present earnings before interest (finance costs), tax, depreciation and amortisation, share of
Profit/ (Loss) of associate as a separate line item on the face of the Revised Restated Consolidated Statement of
Profit and Loss for the year. The Group measures EBITDA on the basis of profit/loss from continuing operations
including other income. Finance costs includes interest on borrowings and others, lease liabilities, other borrowing
costs and foreign exchange on borrowing cost to the extent it is considered to be an adjustment to the interest rate.

250
AGS Transact Technologies Limited
Annexure V - Basis of preparation and Significant Accounting Policies

Notes to the Revised Restated Consolidated Financial Information

AF. 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.

AG. 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 realised 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 realised within twelve months after the Balance Sheet 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 Balance Sheet date; or

(d) the Group does not have an unconditional right to defer settlement of the liability for at least twelve months
after the Balance Sheet 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 realisation in cash or cash
equivalents. Based on the nature of services and the time between the acquisition of assets for processing and their

realisation in cash and cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose
of current and non-current classification of assets and liabilities.

AH. Recent Amendments pronouncements (standards issued but not effective).

On 24 March 2021, the ministry of corporate affairs ((MCA’) through a notification, amended schedule III of the
Act. The amendments revise Division I, II and III of Schedule III and are applicable from 1 April 2021.

251
AGS Transact Technologies Limited

 

Annexure VI: Notes to the Revised Restated Consolidated Fina
Note 1 (a)
Property, plant and equipment

Reconciliation of carrying amount
(Rs. in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electrical
particulars Freehold land Building Leasehold Plant and "ATM sites POS machines Vehicles_—-‘Furniture and Stores and Demo assets Computers ‘Total
improvements machinery fixtures spares
‘equipments

[Gross carrying amount as att April2018 a7a0 30472 ror Le ETCET 89.73 773.61 141.00 T9938 Saha 7] 997 705412
Additions 6.35 973 17692 996.88 345.19 5a77 422 131 1312 2301 4182 1,808.52
Disposats p 1.66, 2.00 142 369.64 99.68, 1.06 182 0.92 113. 479.23
|Gross carrying amount as at 31 March 2019 Ba 303.06 133.56 269.75 4990.45 335.24 31.32 123.40 2237 53.66 7625 180.60 383.41
|Accunmulated depreciation as at 1 April 2018 1775 27.36 26.11 1,150.98 17.63 219.21 59.25 90.74 168.64 31.9 73.62 1,890.68,
Depreciation forthe year 1099 17.48 24.88, 717.64 4337 131.61 2.20 35.19 12317 15.23 42.98 1184.74
Disposals 0.30 0.93 0.28 122.75, 19.52 0.64 a9 oat - 0.95, 146.67,
|Accumulated depreciation a at 31 March 2019 E Bada 2.91 Bor 4745.87 18 350.18 30.56 Ta3.52 EET Ea 115.65 2,928.75
Net carrying amount as at 31 March 2019, 7 WAG wes 2904 3244.58 293.76 aL oe 78s 36.85 2563 95 A506
|Gross carrying amount as at 1 April 2019 5475 503.06 133.56 269.75 4,990.45 831.32 143.40 21237 653.66 7625 180.60 8,383.41
JAdkitions - 20.63 71d 1,168.54 32441 15.03 50.34 105.42 7.44 38.46 2,167.05
Disposats 2.95 25,00 473.87 ast 371 69, 666.22
|Gross carrying amount as at 31 March 2020 5275) 503.06 159.24 321.09 5,695.12 1155.73, 149.52 267.00 759.08 09 217.37 9,804.24
Accumulated depreciation as at 1 April 2019 : rae 4391 50.71 1745.87 4148 350.18 8056 133.52 201.81 46.62 115.65 2,928.75
Depreciation forthe year ‘ 1098 18.16 38.11 1690.25 a1.10 155.37 1758 39.22 133.45, 19.68 39.35 1240.32
Disposats s = 115, 821 232.81 29.79 2 579 254 - 60, 281.89
|Accumulated depreciation as at 31 March 2020 5 3938) 60.92, el 2203.31 92.79) 505.55 92.36) 170.20 25.26 66.0 153.40 3807.18
Net carrying amount as at 31 March 2020 a7 18.68 9082, Waa aaa 6.80 c0.18 S76 9670 Baa 1739 waa7 5997.06
|Gross carrying amount as at 1 April 2020 5475 503.06 159.24 s2i09 5,605.12 52959 1,155.73 149.52 267.00 759.08 83.69 217.37 9,894.24
lAdkitions - 5 4.66 75.78 934.44 260.30 306.51 129 25.90 5493 253 30.66 1,697.00
Disposats - 3.33 ost 4.85 52347 102.67 7.30 Li 115 - 0.62 645.01
|Gross carrying amount as at 31 March 2021 BAT 799.73 763.39 392.02 6096.09 87.22 1454.94 149.70 291.75 ‘1401 622 Barat 10,936.23
|Accumulated depreciation as at 1 April 2020 : 3938 e092 7761 2,203.31 92.79 505.55 92.36 170.30 425.26 66.30 153.40 3,887.18
Depreciation forthe year 5 997 22 40.77 1690.00 156.19 195.35 1465 4135, 13463 10.72 36.48, 1351.83
Disposals 2 0.98 0.26 178 297.64 25.07 6.76 076 0.96 - - 058, 334.79
|Accumulated depreciation as at 31 March 2021 zi 48.37, 92.38) 116.60 _2.595.67 223.91 94.14 106.25 210.69 359.89 77a 19.30 4904.22
Net carrying amount as at 31 March 2021 3375 136 oor 275AD 350082 4331 760.80 BE 06 242 320) Saat Goa.01

 

252

 
 

AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

 

 

 

 

 

 

 

Note 1 (a)
Property, plant and equipment
Reconciliation of carrying amount

(sin million)
Particulars Freehold land Building, Heasehold’ Plant ands ryq ges POS machines Vehicles ‘Furniture and Stores and Demo assets Computers Total

improvements machinery fixtures spares
‘equipments

Gross carrying amount as at 1 April 2021, 53.75 499.73 163.39 392.02 6,096.09 Ce 149.70 291.75 1401 6.22 2471 10,936.23
JAditons : - eat 1254 143.08 2034 76.83 11 1003 2541 469 116 302.90
Disposats “ = 063 72 129.21 33.13 142 237 076 " oot 100.65
Gross careying amount as at 31 August 2021 3375 0975 169.07 39744 6,109.96 675.03 154.35 149.04 301.02 waa aL 248.56 11,058.48
|Accumulated deprecation as att April 2021 4037 22.38 11660 2.595.67 2391 coda 106.25 210.69 559.09 702 189.30 4908.22
Depreciation for dhe period a a2 9.49 18.58 279.35 aa.tt e201 4.84 12.85 56.02 200 17 529.68
Disposals : Z 02 219 erat 13007 703 1.90 057 s s ot 92.40
[Accumulated depreciation as at 31 August 2021 7 52.19 91.65 T3299 2807.61 258.95 769.12 109.19 22.97 591 7.82 201.06 541.46
[Net carrying amount as at 31 August 2021 B75 wa Ta 2e4as 3,302.35 i608 758.25 3085 76.05 2st 1129 7.50 S70702

 

 

Refer note 40 for expenses capitalised as patt ofthe cost ofthe property
During the period ended 31 August 2021,

 

 

The Comps
[No impairment loss or reversal of impairment loss in respect of any property,

6. The tlle deeds of all the immovable properties (other than properties where the Group is the lessee and the ease agreements are duly executed ln favour of the lessee) are held inthe name ofthe Group.

 

plant and equipment.

y has followed the cost model for accounting fr its property plant and equipment ad accordingly no revaluation of the assets has been carvied out

lant and equipment was recognised during the perio / years,

 

 

7. Effect of exchange diferences on translation of foreign operations is less than Rs, 0.01 million
Note 1 (b)
Right-of-use asset,
Following are the changes in the carying value of rights asst:

(8s. in milion)

i Plant and
Particulars Building sf Total

Balance as at} April 2018, 410592 383.75, 4809.07
Additions 849.15, 45.15 894.30
Depreciation forthe year (e135) (129.88) 71.23)
Derecogtion of right-o-use asset (refer note 37) (266.95) - (166.95)
Balance as at 31 March 2019 3,946.77, 299.02 4245.79

 

Balance as at 1 April 2019
Additions

Depreciation forthe year

De-recognition of right-of-use asset (refer note 37)
Balance as at 31 March 2020

Balance as at 1 April 2020
‘Acdltions

Depreciation forthe year

De-recognition of rightof-use asset (refer note 37)
Balance as at 21 March 2021

3,946.77 299.02 4245.79
4,110.31 571 1,116.02
(966.00) (121.76) (1087.76)
219.83) - (219.83)

 

3,871.25 192.97 4,054.22
362.03 - 1562.03
(4,119.26) - (1,119.26)
(289.96) (289.96)
3,024.06 12.97 3,207.03

 

Balance as at 1 April 2021,
‘Additions

Depreciation forthe period

De-tecognition of rightof-use asset (refer note 37)
Balance as at 31 August 2021

3,024.06 192.97 3,207.03
654.49 72.95 77.44
99.31) 26.43) (435.78),
(52.25) - (52.25)

 

“The aggregate depreciation expense on rightof-use aset Is included under depreciation and amortsation expense in the Revised Restated Consolidated Statement of Profit and Loss

253

1
2 sts having a writen down value of Rs. 49.20 million (31 March 2021: Rs, 87.38 millio, 31 March 2020: Rs, 139,30 milion, 31 March 2019: Rs. 196.30 million) included in disposals and subsequently added to inventory
3. Certain property, plant and equipment are hypothecated against borrowings, the detalls relating to which have been described in Nowe 17(a).
4
5.

 
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 1 (c)
Capital work-in-progress (‘CWIP")

a. The ageing information for capital-work-in-progress is as follows:

 

 

(Outstanding for following periods from due date of payment

 

 

 

 

 

 

 

 

Particulars ‘Total
Less than 1 year 1:2 Years 23 years More than 3 years

Project in Progress

31 March 2019) 497.98 zi z zi 497.98

31 March 2020, 863.90 299 zi zi 1866.89

[31 March 2021 46857 - zi =

31 August 2021 463.08 0.05, z z 463.13

 

 

Project temporary suspended

 

31 March 2019,

 

31 March 2020,

 

[31 March 2021

 

 

31 August 2021

 

 

 

 

 

 

bb, There are no material CWIP for which completion is overdue or has exceeded its cost compared to its original budget.

Note 1 (d)
Intangible assets under development

a. ‘The ageing information for intangible assets under development is as follows:

 

 

‘Quistanding for following periods from due date of payment

 

 

 

 

 

 

 

Bavticnlers Less than 1 year 1-2 Years 2-3 years More than 3 years =—
Project in Progress
31 March 2019) Bait : zi = Bat
[31 March 2020 19.00 420 zi z 23.20
[31 March 2021 100.91 8.06 420 : 3.17
31 August 2021 136.00 2.7 671 Z 155.48

 

 

Project temporary suspended

 

31 March 2019)

 

BI March 2020,

 

BI March 2021

 

 

31 August 2021

 

 

 

 

 

 

1b, There are no material intangible assets under development for which completion is overdue or has exceeded its cost compared to its original budget.

254

 

 
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 2
Goodwill

Reconciliation of carrying amount
Goodwill on consolidation amounting to Rs. 25.86 milion (31 March 2021: Rs. 25.20 million, 31 March 2020: Rs, 24.49 million, 31 March 2019: Rs. 23.70 million) pertains to acquisition of Novus
Technologies Pte. Ltd (NTPL’)

The goodwill on consolidation is not amortised and accordingly is tested for impairment annually. No impairment charges were identified for the period ended 31 August 2021 and for the years ended 31 March.
2021, 31 March 2020 and 31 March 2019.

 

 

 

 

(Rs. in milion)
parti Comeldaton
(Carrying amount as at | April 2018 wT
Exchange differences on translation of foreign operations 073
carrying amount as at 31 March 2019, ——aa]
Exchange differences on translation of foreign operations 079
carrying amount as at 31 March 2020 a]
Exchange ditferences on translation of foreign operations on
Carrying amount as at 31 March 2021

Exchange diferences on translation of foreign operations 0.66
[Carrying amount as at 31 August 2021

 

 

 

The recoverable amount of NTPL. is based on value in use. ‘The value in use is estimated using discounted cash flows over a year of 5 years. Cash flows beyond 5 years is estimated by capitalising the future
‘maintainable cash flows by an appropriate capitalisation rate and then discounted using pre-tax discount rate.

(Operating margins and growth rates forthe five year cash flow projections have been estimated based on past experience and after considering the financial budgets/forecasts provided by the management. Other
key assumptions used in the estimation of the recoverable amount are set out below. The values assigned to the key assumptions represent management's assessment of future trends in the relevant industry and
have been based on historical data from both external and internal sources.

 

 

Particulars ‘SH August 2021 31 March 2021, ‘31 March 2020 ‘31 March 2019
Discount rate 18.00% 18.00% 18.00% 13.4%
Long-term growth rate beyond 5 years 3% 3% 3% 1%

The management believes that any reasonably possible change in the key assumptions would not cause the cartying amount to exceed the recoverable amount of NTPL.

255
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Annexure VI: Notes to the Revised Restated Consol ancial Information

 

Note 3
Other intangible assets

jation of carrying amount

 

(Rs. in million)

 

 

Ticenses and al

[Particulars technical Software ther intangible Total
Knowhow fees becca

[Gross carzying amount as at 1 April 2018 90.30 245.45 164.20 499.95

| Additions “i 161.32 : 161.32

Disposals
|Gross carrying amount as at 31 March 2019

     

|Accumulated amortisation as at 1 April 2018 44.2 11.39 192.73
|Amortsation for the year 1358 16.42 117.28
Disposals - 2

| Accumulated amortisation as at 31 March 2019

      

INet carrying amount as at 31 March 2019

     

   

   

|Gross carrying amount as at 1 April 2019 90.30 406.77 164.20 661.27
| Additions : 117.34 90.62 207.96
Disposals

|Gross carrying amount as at 31 March 2020 90.30 369.23,
|Accumulated amortisation as at 1 April 2019 57.70 27.81 310.01,
|Amortsation for the year 817 21.61 118.
Disposals

|Accumulated amortisation as at 31 March 2020 5.87 31329 az 28.58
INet carrying amount as at 31 March 2020 2a 210,82 205.40, 40.65,
|Gross carrying amount as at 1 April 2020 90.30 524.11 254.82

| Additions : 42.89 25.09

Disposals 5 : z

|Gross carrying amount as at 31 March 2021 90.30 27991

|Accumulated amortisation as at 1 April 2020 65.87 313.29 49.42 428.58
|Amortsation for the year 815, 90.35 26.89 125.39
Disposals : t E :

   

|Accumulated amortisation as at 31 March 2021

    

[Net carrying amount as at 31 March 2021

 

|Gross carrying amount as at 1 April 2021 90.30 567.00 279.91 937.21
|Additions : 0.09 z 0.09
Disposals : : i =
|Gross carrying amount as at 31 August 2021 90.30

| Accumulated amortisation as at 1 April 2021 74.02 76.31

| Amortisation for the period 3.42 1173

Disposals,

 

|Accumulated amortisation as at 31 August 2021

      

 

 

[Net carrying amount as at 31 August 2021 12.86 127.59 191.87 332.32

 

* The Group had entered into a public private arrangement which meets the definition of a Service Concession Arrangement (SCA) as per Appendix C to Ind AS 115 -
Revenue from Contracts with Customers (Ind AS 115). Based on the requirements of Appendix C to Ind AS 115, the consideration in relation to such arrangement
has been recognised as other intangible assets - refer note 38

Note:

(The Company has followed the cost model for accounting for its other intangible assets and accordingly no revaluation of the assets has been carried out.

i) No impairment loss or reversal of impairment loss in respect of items of other intangible assets was recognised in the special purpose financial statements during
the period.

Note:
Refer note 40 for expenses capitalised as part ofthe cost of the intangible assets.

256
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

(Rs. in million)

 

Particulars 31 August 202131 March 202131 March 2020. 31 March 2019

 

Note 4 (a)
Non-current Investments

(At cost or deemed cost)

8,000 equity shares (31 March 2021: 8,000 shares, 31 March 2020: 8,000 shares, 31 March 2019: Nil) of Rs, 10 each of 0.08, 0.08 0.08

AGS Community Foundation (refer note 49)

450,000 shares (31 March 2021: 450,000 shares , 31 March 2020:450,000 shares, 31 March 2019: Nil) of Indonesia : 7.85 23.47 2
Rupiah (IDR) 13,995 each of PT Nova Digital Perkasa (associate) (refer note 49)*

 

Aggregate book value of unquoted non-current investments M 798 23.55 =
Aggregate value of impairment of investment i Nil Nil Nil

* The Group has ceased recognising share of losses in equity accounted associate. The unrecognised share of lasses of the Group amount to Rs. 1.97 million. ‘There are no investments in Associates that are
individually material The Group has recognised a loss (net of tax) Rs, 7.95 million for the five months period ended 31 August 2021 (31 March 2021: Rs, 16.23 million; 31 March 2020: Rs. 8.71 million
and 31 March 2019: Nil)

Note 4 (b)
Current investments

‘Unquoted investments (Fully paid up unless stated otherwise)

(AtFVTPL)

{650,000,000 (31 March 2021: Nil, 31 March 2020: Nil, 31 March 2019: Nil), 0.01% Compulsorily Convertible 6,500.00 -
Preference Shares (CCPS) of Rs.10/- each of Vincha Enterprises Private Limited (refer note 49 and 52)

Investments in Quoted Mutual Funds carried at Fair Value through Profit or Loss
292,295,282 (31 March 2021: 292,295,282, 31 March 2020 : Nil, 31 March 2019: Nil) units of Aditya Birla Sun Life 98.28 96.91
LLiguid Fund - Growth Direct Plan (refer note below)

Aggregate book value of quoted investments
Market value of quoted investments

Aggregate book value of unquoted investments

Note:

Investment in quoted mutual funds held as margin money in relation to one of the long term borrowings

 

257
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

(Rs, in million)

 

Particulars BL August 2021 31.March 2021. © 31 March 202031. March 2019

 

Note 5
Non-current financial assets - Loans
Unsecured, considered good

Loans & advances to related party 0.00" z :
* Amount less than Rs.0.01 million

 

Note 6
Other non-current financial assets
Unsecured, considered good

 

Margin money with maturity of more than twelve months (refer notes (i) and (i) below) 227.42 211.80 231.11 40.49
Security deposits 281.09 290.86 321.83 330.60
Deposit given for acquisition of ATMs and ATM sites (refer note 43) 266.56 270.86 288,22

75774, 769.22 823.80 659.31

 

Note:
(), Includes interest accrued amounting to Rs. 14.65 million (31 March 2021: Rs. 10.23 million, 31 March 2020: Rs. 9.59 million, 31 March 2019: Rs 0.88 million) on margin money with maturity more than twelve
months.

). Includes fixed deposits placed as lien towards term loans and Non-convertible debentures,

 

258
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

Note 7
Taxes
(a) Amounts recognised in Revised Restated Consolidated Statement of Profit and Loss
Period ended
31 August 2021

Particulars

‘Current tax expense

 

Year ended
31 March 2021

 

Year ended
31 March 2020

(Rs. in million)
‘Year ended
31 March 2019

 

 

 

Curent year 4.75 252.19 337.41 292.96
Changes in estimates related to prior year / period 43.19 (431) (32.76)
Tre 295.38 333.10 260.20

Deferred tax (credit) / charge
Origination and reversal af temporary differences 14,30 (29.03) 32.00 (033.25)
14.30 (29.03) 32.00 (033.25)
"Fax expense for the year/ period 126.05 276.35 365.10 126.95
(b) Amounts recognised in other comprehensive income (Rs. in million)
Period ended Year ended Year ended Year ended

31 August 2021,
ems that will not be reclassified to the Revised Restated Consolidated Statement of Profit and Loss

31 March 2021

31. March 2020

31 March 2019

 

 

 

 

 

 

 

Tax effect on remeasurements of the defined benefit plans (7.94) 0.36 490 8.77
7.94) 0.36 4.90 5.77,
(© Reconciliation of effective tax rate (Bs, in million)
Period ended ‘Year ended Yearended Year ended
31 August 2021 31March 2021___31March 2020 _31 March 2019
(oss Profit before tax (47.05) 40.50 7,208.95 788.89
Statutory income tax rate in India 25.17% 25.17% 34.94%
‘Tax using the statutory tax rate in India (asa) 21154 275.67
‘Tax effect
Differences in tax rates in subsidiaries 2.50) (12.46) 4765 (03.75)
Expenses not allowed under tax 112.02 43.19 473 434
Deferred tax assets not recognised because realisation is not probable 6.85, 1131 1337 10.44
Deferred tax recognised on unabsorbed losses and depreciation 10.91 - 7.78) (281.80)
Changes in estimates related to prior years : 3.21) : 70.14
Others 10.61 7.2) (19:32) 631)
Rate Change (refer note below) - : 47.75 :
Tax relating to previous years 2 43.19 30) (32.78)
‘Total tax expense 126.05 276.35 365.10 126.95

Note: On 20 September 2019, the government has brought in the Taxation Laws (Amendment) Ordinance 2019 to make certain amendments in the Income tax Act 1961 and the Finance (No.2) Act 2019.

The ordinance is promulgated by the President of India to effect tax reforms announced by the government. One such amendment includes to provide an option for a concessional tax at the rate of 22

percent in case of a domestic company subject to prescribed conditions with effect from Financial year 2019-20 (Assessment year 2020-21). In this case, the company would like to avail the option for

concessional tax rate, Accordingly, the company has re-measured its deferred tax assets basis rate prescribed in the said section. The full impact of this change has been recognised in the Revised Restated

Consolidated Statement of Profit and Loss for the year. However in case of India Transact Technologies Limited we have not avail the option for concessional tax rate. The aforementioned amendments,

ddoes not apply to overseas Subsidiaries.

259
AGS Transact Technologies Limited

 

Annexure VI;

Note 7
Taxes (Continued)

(4) Movement in deferred tax balances

Movement in deferred tax balances for the five months period ended 31 August 2021

Notes to the Revised Restated Consolidated Financial Information

(Rs. in million)

 

 

Recognised in

 

 

 

 

 

 

 

 

 

 

 

 

 

tears Net asset Recognised in| med in ocn| Net ail)
Tapritzoer | (rafitorios. | Rees 3 Aust 2021

Pape aaa EE wai am 330
npc of nd AS 16 eer oie) 205.72 Gan} ETE
Empiayee ene 1089 3 79 ios
Trade eceables (679) nz 49
Borrowings 535 0.0 5395
Provo or waranie Ba 042 ia
Unease gavLos on ive quoted mal find & Fe ;

Valietough Poor Loe * (03) ce)
Loans aa aa] Gea
[Dera conc oz) 1.00" (0)
Brough forward os U7. : wat
om (oe) oan] = (03
Deterreaxcein Ssa.02 G30] Ta 3657
[Deferred ox ase / abi) 50.02 (1430) 38 53657

 

* Amount less than Rs.0.01 million

Movement in deferred tax balances for the year ended 31 March 2021

(Rs, in million)

 

Net asset / (hi

 

Recognised in

 

Net asset / (liability)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars profit orloss- | Recognised in OCI
Yaprit2020 | Pete (charge) 31 March 2021
Property, plant and equipment 48.66 (@i.65) Zoi
Impact of Ind AS 116 (refer note 37) 220.10 (1437) = 205.72
[Employee benefits 104.93 3.60 036 108.89)
Trade receivables (G20) G54) (6.74)
Borrowings 462 073 5.35,
Provision for warranties 73.10 077 13.87
Loans 235) O75) (2.10)
Derivative contracts 015 (0.36) (0.21)
Brought forward loss 183.43 63.78 247.21
(Others : (0.18) : (@:18)
Deferred tax credit 530.48 19.03, 036 358.82
Deferred tax asset / (iability) 539.48 19.03 0.36 358.82
Movement in deferred tax balances for the year ended 31 March 2020 (Rs in milion)
Recognised in ‘ isn
paescansia Net asset/ (ability) | Ptr lose | Recognised in Oct | Nt aset/ lability)
rapril2oi9 | Pete (charge) 31 March 2020
Property, plant and equipment aa 4.05; 48.56
Tmpact of Ind AS 116 (refer note 37) 201.66 18.44 220.10
[Other intangible assets 41.80 @i.80) : ~
[Employee benefits 110.90) (10.87) 450) 104.95
Trade receivables 110 (1430) (620)
Borrowings 439 023 462
Provision for warranties 20.58 7.48) 73.10)
Loans 870) (6.64) (2.35)
[Derivative contracts - 015) 015
Brought forward loss 160.21 23.22 183.43
Deferred tax credit 566.54 (62.00) 490 539.44
Deferred tax asset / (iability) 566.54 (62.00) 4.90 539.44

 

260

 
AGS Transact Technologies Limited

 

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 7
Taxes (Continued)

(@) Movement in deferred tax balances

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Movement in deferred tax balances forthe year ended 31 March 2019 (Rs. in million)
Recognised in ‘
Particulars Netasset / Giability)| profit orloss- | Recognised in oct] Net asset’ (ability)
Taprit2018 | Oe ccs) 31 March 2019

Propery, plant and equipment 1038 Cay = aaa
Impact of Ind AS 116 (efer note 37) 170.66 31.00) z 201.66
[Other imangible assets (G50) 45.30 = 41.80)
Employee benefits 87.74 17:39 377 710.90
Trade receivables 2.45 8.65 = 1.10
Borrowings 3.47 0.92 439
Provision for warranties 2031 027 20.58)
Loans 9.17) @54) = 8.71)
[Derivatives 0.03, (0.03)

Unrealised gain (loss) on intra-group wansactions 4.13 G3)

Provision for expenses 1252 012.52) =
[Brought forward loss 39.07 121.14 = 16021
Deferred tax credit aa7.52 133.25 37 366.54
Deferred tax asset / (ability) 27.52 133.25, 3.77 366.54

 

 

 

 

 

 

 

1. Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets
The recoverability of deferred income tax assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the year over which deferred
income tax assets will be recovered,

2. Deferred tax liability on undistributed earnings of subsidiaries was not recognised because the Company is able to control the timing of the reversal of temporary differences
associated with such undistributed profits and is probable that such differences will not reverse in the foreseeable future.

3, Deferred tax assets have not been recognised in respect of tax losses of Rs, 61.56 million (31 March 2021: Nil; 31 March 2020: Nil, 31 March 2019: Nil) because itis not probable
that future taxable profit will be available against which the Group can use benefit therefrom, The deferred tax assets recognised above are in respect of tax losses eligible to be carried
forward and utilised within a period of 8 years from the year in which the loss was incurred,
(Rs. in million)
‘BL August2021 31 March 2021 31 March 202031 March 2019

(©) Other non-current tax assets

 

Advance tax paid (net of provision for tax)* 269.85, 174.93 3 53533,

** Net of provision for tax Rs. 111.75 million (31 March 2021: Rs. 259.19 milion, 31 March 2020: Rs. 337.41 million, 31 March 2019: Rs. 292.96 million)

 

(Rs. in million)
‘BH August 202131 March 2021 31 March 202031 March 2019

(© Other current tax assets
Advance tax paid (net of provision for tax) 104.36

 

261
AGS Transact Technologies Limited

 

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Particulars 31 August 2021,

31 March 2021

31 March 2020

(Rs, in milli

 

n)
31 March 2019

 

Note 8
Other non-current assets
Unsecured, considered good

 

Balances with government authorities 7732
One time upfront fees 17.58

capital advances 400.71
Premium on purchase of property, plant and equipment (refer note 43) 84.60
Other prepaid expenses 2541

 

7855
23.99
374.80
108.93
28.34
1461

84.23
36.51
386,70
167.33
37.44

* Asat 31 August 2021 balances with government authorities is net of provision of Rs. Nil (31 March 2021: Nil, 31 March 2020: Rs, Niland 31 March 2019: Rs, 17.42 million),

Note 9
Inventories
(valued at lower of cost and net realisable value)

Raw materials and components (refer nate (i) below) 416.92
Finished goods 148.13
Stock-in-trade 85.78

Stores and spares

Note

 

410.03
222.75
77

() Inventories includes goods in transit of Rs, 52.32 million (31 March 2021: Rs.88.90 million, 31 March 2020: Rs. 34.00 million, 31 March 2019: Rs.16.27 million)

(i) Inventories are hypothecated against borrowings, the details relating to which have been described in Note 17 (a) and 21 (a).

262

369,65
203.50
57.34
asa
639.03,

83.99
51.21
56.54

196.40
4814

  

556,05
275.74
82.03

 
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

(Rs. in million)

 

 

Particulars ‘SH August 2021 31 March 2021 31 March 2020 31 March 2019

Note 10

Current financial assets - Trade and unbilled receivables

‘Trade receivables - unsecuted, considered good (refer note 46 (a) and 49) 5,695.75, 4,905.29 4564.85 4,429.69

Unbilled receivables - unsecured, considered good (refer note 46 (a) and 49) 2,008.86 3,182.95 1,594.57 1,185.16
7,704.61 3,088.24 5614.85

  

‘Trade receivables ageing analysis

 

   

 

 

Asat 31 August 2021 sin milion)
standing Tor Towing periods Ta
Pardeulars tess thanGmonins] MPMI | ravens | 2ayears — [Morechan3 years] TH
[DOndpuad Trade eta conse pool Twa 5S Tae TSE Pt EE

 

 

(i) Undisputed Trade Receivables — which have significant
increase in credit risk

 

Gi) Undisputed Trade Receivables — credit impaired

 

Gv) Disputed Trade Reveivables-considered good 33.80 26 555 150 Bas

 

 

|v) Disputed Trade Receivables — which have significant mnerease

in cre isk

 

 

 

 

 

 

[Qa Disputed Trade Reveivables — credit impaired :

 

 

Unbilled receivables ageing analysis
Asat 31 August 2021 (Rs. in milion)
Unbilled
receivables not due|

 

Particulars

 

[Gp Undisputed Unbilled receivables — considered good 2,008.86
i) Undisputed Unbilled receivables ~ which have significant
increase in credit risk

(ii) Undisputed Unbilled receivables — credit impaired

Gv) Disputed Unbilled reveivables- considered good

(v) Disputed Unbilled receivables — which have significant
increase in credit vsk

 

 

 

 

 

 

 

[() Disputed Unbilled receivables credit impaired

 

‘Trade receivables ageing analysis

 

 

 

 

Asat 31 March 2021 sin milion)
Standing Tor Teowng year Tom due dave of payment
panies tess than Gmonins] EPMO | ravears | 23years [Mores years] TH
[Orage Trade renee —consteed good ae 376 rom Ta TSS | aa

 

 

i) Undisputed Trade Receivables - which have significant
increase in credit risk

 

[Gi) Undisputed Trade Receivables — credit impaired

 

|v) Disputed Trade Reveivables-considered good 2a5 50 392 wa

 

 

[(v) Disputed Trade Receivables ~ whi
in cre isk

i have significant nerease

 

 

 

 

 

[() Disputed Trade Receivables — credit impaired z

 

 

Unbilled receivables ageing analysis
Asat 31 March 2021 (8s. in milion)
Unbilled
receivables not due|

 

lParticulars

 

[aj Undisputed Unbilled receivables — considered good 3182.95
Gi) Undisputed Unbilled ni iy have significant
increase in credit risk

 

 

eivables — whi

 

 

 

 

(v) Disputed Unblled receivables — which have significant
increase in credit risk

 

[i Disputed Unbilled recehables— credit impaired

 

 

 

 

263
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

‘Trade receivables ageing analysis
‘Asat 31 March 2020

(Rs. in million)

 

 

 

 

 

 

 

‘standing Tor felowing year rom due date of payment
Panos ess than Gmonis] Emm! | ravears | 2ayears — [Moreshn3years] TH

[ Cnaaped Trade veneiaes—consteed good sae Sa SOT Tm se | eT

{Gp Unspued Trade Receivables which hve sigiTican

Gi Undisputed Trade Recevables aed impared

Go Dispied Trade Reosivables considered good @ 17 wz 06

 

[) Disputed Trade Receivables — which have significant merease
in cre isk

 

[Wi Disputed Trade Receivables — credit impaired

 

 

 

 

 

Unbilled receivables ageing analysis
As.at 31 March 2020

(Rs. in million)

 

 

Unbilled
een receivables not due|
[Gp Undisputed Unbilled receivables — considered good 159857

 

(ai) Undisputed Unbilled ri
increase in credit risk

  

iyhave significant

 

 

i) Undisputed Unbilled receivables — credit impaired

 

(iv) Disputed Unbilled receivables-considered good

 

(v) Disputed Unbilled receivables — which have significant
increase in credit risk

 

[ov Disputed Unbilled recenvables— credit impaired

 

‘Trade receivables ageing analysis
‘sat 31 March 2019

(Rs. in million)

 

 

  

 

 

 

 

 

 

Particulars Less than 6 months| 41-2 Years 2.3 years [More than3 years) T°!
|G) Undisputed Trade receivables — considered good 32538 2am Tat | 442029
iy Undisputed Trade Receivables ~ which have significant
increase in credit risk
Gi) Undisputed Trade Receivables — credit impaired
Kv) Disputed Trade Reveivables-considered good 092 035 ois Tao

 

|v) Disputed Trade Receivables — which have significant merease

in cre isk

 

 

[Qi Disputed Trade Reveivables — credit impaired

 

 

 

 

 

Unbilled receivables ageing analysis
Asat 31 March 2019

(Rs. in million)

 

 

Unbilled
Particulars receivables not due|
[Undisputed Unbilled receivables — considered good 1105.16

 

(i) Undisputed Unbilled receivables ~ which have significant
increase in credit vsk

 

ii) Undisputed Unbilled receivables — credit impaired

 

Gv) Disputed Unbilled reveivables-considered good

 

(v) Disputed Unbiled receivables — which have significant
increase in credit risk

 

 

[i Disputed Unbilled receivables credit impaired

 

 

 

264

 

 
AGS Transact Technologies Limited
d Restated Consolidated Financial Information

 

Annexure VI: Notes to the Ret

(Rs. in million)

 

 

Particulars BL August 2021 31.March 2021. © 31 March 202031. March 2019
Note 11
Current financial assets - Cash and cash equivalents
Cash on hand (refer note (i) below) 19.10 36.02 42.84 2052
Balance with banks
= Current accounts (refer note (iv) below) 269.53, 5,887.21 126.10 342,12

 

Less : Current account balances held in trust for customers (refer note (ii) below) (62.83) (92.65)
Total current account balances

 

Note:
( Cash on hand as at 31 August 2021 includes Rs. 16.70 million (31 March 2021: Rs.33.50 million, 31 March 2020: Rs.36.61 million, 31 March 2019: Rs 1.18 million) lying in vaults/white label ATMs and
additionally includes Rs.0.60 million (31 March 2021: Rs: 1.50 million, 31 March 2020: Rs.0.22 million, 31 March 2019: Rs. 16.35 million lying in vaults on behalf of Toll and Transit business (refer note 39 (c))

(Gi) One of the subsidiary has nodal accounts, having balance of Rs.19,06 million (31 March 2021: Rs. 62.15 million, 31 March 2020: Rs 18.65 milion, 31 March 2019: Rs 20.80 million) which is used for merchant
payment for transactions dane on POS machines. Hence, the same is not considered as a part of cash and bank balances,

(

 

 

‘of funds held relating to cash burial business.

 

}) Current bank balances of Rs. Nil (31 March 2021 : Nil, 31 March 2020 : Rs 62.83 million, 31 March 2019: Rs, 92.65 million) is reduced to the extent of liability

(iv) Curent bank balance includes balance of Rs. Nil (31 March 2021: Rs, 5,500.00 million, 31 March 2020: Rs. Nil, 31 March 2019: Rs. Nil) lying in NCD issue proceeds account received by issuance of NCDs
(¢efer note 17a(x))

Note 12

Current financial assets - Bank balances other than 11 above

Margin money with maturity of less than three months (refer note (i) below) 42.68 747.72 453.00 3267
Margin money with maturity of more than three months but less than twelve months of reporting date (refer note (ii) 5 7

aa (ah bee) 566.31 268.24 197.49 76.20

Balance with banks - On escrow account (refer note (iv) below)

 

Note:
() Includes interest accrued amounting to Rs.1.83 milion (31 March 2021: Rs. 3.43 million, 31 March 2020 : Rs. 7.16 million, 31 March 2019: Rs. 2.03 million) on margin money with original maturity of less than

thee months.
(i Includes interest accrued of Rs. 10.91 million (31 March 2021: Rs. 4.65 millon, 31 March 2020 : Rs. 5.17 million. 31 March 2019: Rs, 1.62 million) on margin money with maturity more than three months but

less than twelve months.
(Gi) Margin money includes amount of Rs. 9.52 million (31 March 2021: Rs. 9.27 million, 31 March 2020: Rs.8.86 million, 31 March 2019: Rs. 7.58 million) given as security to banks for electronic payment

services business carried out by one of the subsidiary.
(iv) Balance in escrow account represents outstanding balance of prepaid instruments issued by the Group. Balance in escrow account is restricted accounts as per the RBI guidelines and the Group cannot

withdraw any amount from these accounts.

Note 13

Other current financial assets

Insurance claim receivable “ 50.33 5.00 539

Forward contract asset on derivative contracts ‘ . 315 :

Amount held as margin money against borrowings (refer note 12) 37.07 35.88 35.88 35.88

Other receivable 32.97 26.26 6.90 033

Security deposits 126.94 70.66 40.99 850
60.97 107.11 88.60

Deposit given for acquisition of ATMs and ATM sites (refer note 43 ()

     

194

 

3

265
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

(Rs. in million)

 

Particulars BL August 2021 31.March 2021. © 31 March 202031. March 2019

 

Note 14
Other current assets
Unsecured, considered good

Premium on purchase of property, plant and equipment (refer note 43) 58.40 58.40 58.40 54.53
Prepaid rent 0.98 0.10 :
Other prepaid expenses 135.04 176.58 190.20 135.7
One time upfront fees 1491 1463 1467 1463
Balances with government authorities 20.17 25.91 ar 109.41
Accrued interest on fixed deposits and others, © od - :
Initial public offer related expenses (refer note below) - - 73.83
Advance to employees 21.62 10.27 715
Other advances 345.43 430,00, 323.73

 

Note:
For the five months period ended 31 August 2021:

The Company has incurred initial public offer related expenses of Rs.41.51 million in connection with proposed public offer of equity shares. ‘The inital public offer related expenses shall be shared in the proportion.
‘mutually agreed between the Company and the Selling Shareholders in accordance with applicable law. Also, includes amounts receivable from related parties in this regard (refer note 49).

For the year ended 31 March 2020:
The Company was in the process of launching its initial public offer (IPO), accordingly the Company had filed DRHP with Securities and Exchange Board of India (SEBI) on 6 August 2018. As per the in-principle
approval received from SEBI the prescribed timeline for opening the subscription was til 4 October 2019. The Company had incurred expenses to the tune of Rs, 102.21 million which has been charged to the
Revised Restated Consolidated Statement of Profit and Loss during the year ended 31 March 2020.

For the year ended 31 March 2019:
‘The Company had incurred during the year ended 31 March 2018, initial public offer related expenses of Rs.73.83 million in connection with proposed public offer of equity shares. ‘The initial public offer related
expenses was to be shared in the proportion mutually agreed between the Company and the Selling Shareholders in accordance with applicable law. The Company's share of expenses was to be adjusted against
securities premium to the extent permissible under Section 52 of the Act on successful completion of initial public offer.

266
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

 

Note 15
Equity share capital
. Details or authorised, issued and subscribed and fully paid up share capital are as follows: (Rs. in milion)
Pacctiers 31 August 2021 31 March 2021 31 March 2020, 31 March 2019
‘Number Amount Number Amount Number Amount Number Amount
[Authorised capital
Equity Shares of Rs 10/- each 160,000,000 1,600.00 160,000,000 1,600.00 160,000,000 1,600.00 160,000,000 1,600.00

Issued, subscribed and fully paid up

 

 

 

 

 

  

Equity Shares of Rs. 10/- each fully paid up 120,392,576 1,203.93 120,392,576 1,203.93 120,392,576 1,203.93, 120,392,576 1,203.93
Less: Treasury shares* (2,812,000) (28.12) 2,812,000) 8.12) 4,812,000) 8.12) (2,812,000) 8.12)
118,580,576 1185.81 118,580,576 1,185.81 118,580,576 1,185.81 118,580,576 1,185.81
.. Reconciliation of number of shares at the beginning and at the end of the yeariperiod (Rs. in million)
Boviicalars ‘BH August 2021 ‘3H March 2021 ‘BH March 2020 “3H March 2019
Number Amount Number ‘Amount ‘Number Amount Number Amount
[Shares outstanding at the beginning of the year/period 120,392,576 1,203.93 120,392,576 1,203.93 120,392,576 1,203.93 120,392,576 1,203.93
Less: Treasury shares* (2,812,000) (18.12) (2,812,000) 8.12) 4,812,000) 8.12) (2,812,000) (8.12)

 

Shares outstane

 

12 at the end of the year/period 118,580,576 7185.81 118,580,576 1185.81 118,580,576 7185.81 118,580,576 7185.81

 

* The treasury shares of the Company includes the shares held by the AGSTTL Employees Welfare Trust ("Trust", considered as a branch of the Company). As at 31 August 2021, the Trust held 1,812,000 shares (31 March 2021: 1,812,000 shares, 31 March 2020: 1,812,000, 31 March 2019: 1,812,000) of the
(Company. This is inclusive of 1,359,000 bonus shares (31 March 2021: 1,359,000 bonus shares, 31 March 2020: 1,359,000, 31 March 2019: 1,359,000) allotted by capitalisation of reserves. The amount equivalent to the face value of the treasury shares has been reduced from share capital and the excess of cost
over such face value has been reduced from securities premium,

 

=. Particulars of shareholders holding more than 5% of shares

 

 

Name of Shavehotd BH August 2021 BI March 2021 ‘BI March 2020 HI March 2019
Number Percentage No. of shares Percentage No, of shares Percentage No. of shares Percentage

Ravi B. Goyal* (66,460,312 55.20% 66,460,312 55.20% 66,460,312 55.20% 66,460,312 55.20%

Vineha Enterprises Private Limited* 51,054,264 A2A1% 51,054,264 42.41% 51,054,264 42.41% 51,054,264 42.41%

 

* As on 31 March 2021, 117,514,576 Equity Shares held by the Promoters, were pledged with Catalyst Trusteeship Limited as security in respect of secured redeemable non-convertible debentures issued by Vineha Enterprises Private Limited (Vineha NCDs). The Vineha NCDs were due for redemption on 11
April 2021. On 3 April 2021, the Company subscribed to 650,000,000 Compulsorily Convertible Preference Shares (CCPS) of Rs.10/- each issued by Vineha Enterprises Private Limited aggregating to Rs. 6,500 million. The Vineha NCDs were redeemed on 3 April 2021 and pledge on the Equity Shares of the
‘Company held by the Promoters was released on 5 April 2021

* As on 31 March 2020, 117,514,576 Equity Shares held by the Promoters, have been pledged with Catalyst Trusteeship Limited as security in respect of unlisted secured redeemable zero coupon non-convertible debentures issued by Vineha Enterprises Private Limited aggregating Rs. 4,500 million as per the
agreement,

* During the year ended 31 March 2019, 88,514,576 Equity Shares held by the Promoters, have been pledged with Catalyst Trusteeship Limited as security in respect of secured redeemable non-convertible debentures issued by Vineha Enterprises Private Limited.

|. Terms rights attached to equity shares
The Company has equity shares having a par value of Rs.10)- per share. Each holder of equity shares is entitled to one vote per share, The dividend, if proposed by the Board of Directors, will be subject to the approval of the shareholders in the ensuing Annual General Meeting except interim dividend,

The holders of equity shares will be entitled to receive remaining assets of the Company in the event of liquidation of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders

.. Shares reserved for issue under options
For details of shares reserved for issue under the Employee Stock Option Scheme (ESOS) of the Company, refer note 36,

267
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 15
Equity share capital

{. Shareholding of Promoters

31 August 2021

 

‘Name of Promoter

Number of shares

% of total shares

% Change during

 

 

the period
Ravi. Goyal 66,460,312 35.20% 0%
Vineha Enterprises Private Limited 51,054,264 42.41% 0%

Shareholding of Promoters

31 March 2021

 

‘Name of Promoter

Number of shares

% of total shares

‘% Change during

 

 

 

 

 

thevear
Rav Gopal amo 55205 Oe

Vine Energies ovate Limited hos4264 42.81% 0%
Shareholding of Promoters 21 March 220

Name of Promoter Number ofshares  % oftotal shares“ Change daring

ear

Ra Gaal EO S520 Oe

Vine Enterprises ovate Limited Shoss264 42.1% 0%
Shareholding of Promoters 21 March 2019

Name of Promoter Numberofstares %afttalshares "© Chants daring
Rai Gopal amo S520 Oe

Vine Energies ovate Limited Shoss264 42.1% oF

Note:

() Promoter means promoter as defined in Section 2 (69) of the Companies Act, 2013

(ii) Percentage change shall be computed with respect to the number at the beginning of the year/period,

268
AGS Transact Technologies Limited

Annexure VI: Notes to the Ret

 

.d Restated Consolidated Financial Information

(Rs. in million)

 

 

Particulars 31 August 2021 31.March 2021 31March 202031 March 2019
Note 16

Other equity

Securities premium

Balance at the beginning of the year/period 2,364.23 2,364.23 2,364.23 2,364.23
Less: Securities premium on treasury shares® (refer note below) (64.30) (64.30) (6430) (6430)
Premium on share options exercised during the year/period : : :
Balance at the end of the year/period 2,299.93, 2,209.93 2,209.93, 2,209.93,
** Movement of securities premium on treasury shares

Balance at the beginning of the year/period (64.30) (6430) (6430) (66.46)
Share options exercised during the yeariperiod = 2 216
Balance at the end of the year/period (CED) (430) (430) (6430)
General reserve

Balance at the beginning of the year/period 10.00 10.00 10.00 10.00
Add : Movement during the yeariperiod

Balance at the end of the year/period 10.00 10.00 10.00 10.00
Employee stock options reserve

Balance at the beginning of the year/period 137.34 1451 64.12 1292
Add : Movement during the yeariperiod 7.01 22.83 50.39 51.20
Balance at the end of the year/period 144.35, 137.34 11451 6412

Debenture redemption reserve
Balance at the beginning of the year/period 8 - s
|Add : Movement during the year/period
Balance at the end of the year/period

Foreign currency translation reserve

  

     

   

Balance at the beginning of the year/period 33.95 727
|Add : Movement during the year/period 17.57 26.68
Balance at the end of the year/period BLS2 33.95,
Retained earnings

Balance at the beginning of the year/period 1,874.7 1,327.78 655.53, 6.07
Profit / (loss) for the year/period (181.05) 547.92 830.14 661.94
Dividend paid zB - (220.39) :
Dividend distribution tax : - (24.75) .
Dividend on treasury shares (refer note below) : - Lal .
Remeasurements of defined benefit plans for the year/periad (net of tax) 24.88 (0.93) (14.56) (02.48)
‘Transfer to Debenture redemption reserve (550.00)

Balance at the end of the yeariperiod 1,168.60 T8747 T2778

‘Total other equity

Note:

The treasury shares of the Company includes the shares held by the AGSTTL Employee Welfare Trust ("Trust", considered as a branch of the Company). As at 31 August 2021, the Trust held 1,812,000 shares (31
March 2021: 1,812,000 shares, 31 March 2020: 1,812,000, 31 March 2019: 1,812,000) of the Company. This is inclusive of 1,359,000 (31 March 2021: 1,359,000, 31 March 2020: 1,359,000, 31 March 2019:
1,359,000) bonus shares allotted by capitalisation of reserves. The amount equivalent to the face value of the treasury shares has been reduced from share capital and the excess of cost over such face value has been
reduced from securities premium,

Nature and purpose of reserves

Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.

General reserve

The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to General
reserve is not required under the Companies Act, 2013,

Employee stock options reserve

The Group has established various equity-setiled share-based payment plans for certain categories of employees of the Company and its subsidiaries. Refer note 36 for further details on these plans.

Debenture redemption reserve
Debenture redemption reserve is a statutory reserve (as per Companies Act, 2013) created out of profits of the Company available for payment of dividend for the purpose of redemption of Debentures issued by the
Company. On completion of redemption, the reserve is transferred to retained earnings.

Foreign currency translation reserve

Foreign currency translation reserve comprises of all foreign currency differences arising from the translation of the financial statements of foreign entities.

Retained earnings
Retained earnings are the profits that the Group has earned tll date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

Dividend
Dividend of Rs. 120.39 million (Re. 1 per equity share), including Rs. 1.81 million on treasury shares, has been recommended by the Board of Directors for FY 2020-21 and the same has been approved by
shareholders at the Annual General Meeting held on 21 September 2021,

During the year ended 31 March 2020, the Company has paid dividend of Re. 1 per equity share for the financial year 2018-19,

Dividend of Rs. 120.39 million (Re. 1 per equity share), including Rs. 1.81 million on treasury shares, has been recommended by the Board of Directors for FY 2019-20 and the same was declared subject to
approval of shareholders at the Annual General Meeting. The proposed dividend was nat recognised as a liability in FY 18-19.

269
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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

Note 17 (a)
Non-current financial liabilities - Borrowings

(Rs. in milion)

BH August 202 ‘Bi March 202131 March 2020, ‘31 March 2019

Term loans - Secured (Refer note (a),(b) and (c) below)
Borrowings In India

Foreign currency term loan from banks (refer note (0), (x), (xvi), (xx), (xxvil) and (exvil) below) 9752 209.76 293,51
Indian rupee term loan from banks (refer note (i, (il), (x), (x), (Xd), (8X) and (xxix) below) 1,538.78 2,198.11 1,976.97
Indian rupee vehicle loan from banks (refer note (iv), (xi) and (xxi), and (xxx) below) 361.75 388.91 110.76
Indian rupee vehicle loan from others (refer note (¥, (xiv) and (xxlv) and (xxx!) below) 280.17 302.53 207.01
Indian rupee term loan from others (reler note (vi), (vl), (8v), (v1), (xv), (xv), (xi, (vil) and (sex) below) 429.86 389.50 628.36

3488.81 oI

   

Borrowings Outside India
Term loan from banks ( ECB ) (refer note (vil) and (xvii) below) 494.77

484.77 : =
Non convertible Debentures (Refer note (a)(b) and (c) below)
5,500 (31 March 2021 : 5,500, 31 March 2020: Nil, 41 March 2019: Nil) Non convertible Debentures of face value é isis .
‘of Rs.10,00,000/- each (refer not (Ix) and (xix) below) i -

   

 

Notes:
‘As at 31 August 2021, 31 March 2021, 31 March 2020 and 31 March 2019

(@) There ate no material breaches of the cavenants associated with the borrowings (refer to above) and none of the borrowings were called back during the period / year

(©) The Group has used the borrowings from banks and financial institutions forthe specific purpose for which it was taken at the balance sheet date

(©) The Group has availed borrowings from banks or financial institutions on the basis of security of current assets. The Group is required to file periodic returns with banks and financial institutions, including those
related to current asses, The retums are based on unaudited financial information extacted from the books and records of the Group as adjusted for certain quarterly closing ents. The differences between the
returns and the adjusted financial information are not material

As at 31 August 2021:
(@) Foreign currency term loan from bank carry an interest rate of 6.01% p.a. to 7.26% p.a. The loans are repayable as per the amortisation schedule spread over from 15 months to 42 months. Loans are secured by
charge on specific assets comprising of ATMS, specific receivables and other related equipments of assigned contract.

(W Indian eupee term loan from banks carry an interest rate inthe range of 7.95% p.a. o 10.20% p.a. The loans are repayable as per the balance amortisation schedule spread over from & months to 53 months. Loans
are secured by charge on specific assets comprising of ATMS, specific receivables and other related equipments of assigned contract. Further, few of the term loans from banks availed by one of the subsidiary
‘company are secured by way of second charge on the vehicles funded by respective lenders

(Ui) One Indian rupee term loan from banks carry an interest rate of 9.08% p.a. The loans is repayable as per the balance amortisation schedule spread over 30 months. Loans are secured by charge on specific assets
comprising of building, ATMS, specific receivables and other related equipments of assigned contract.

(iv) Indian eupee vehicle loan from banks for purchase of vehicles cartes arate of interest in the range of 8.25% to 9.80% p.a. The loans have repayment year in range of 3 to 57 months. The loans are secured by a
hhypothecation of the vehicles. Further, few of the vehicle loan availed by one of the subsidiary company is secured by way af corporate guarantee given by the parent company.

(¥) Indian rupee vehicle loan from others for purchase of vehicles carries arate of interest inthe range of 8.00% to 9.15% p.a. The loans have repayment year in range of 19 10 66 months. The loans are secured by a
bhypothecation of the vehicles.

(i) Indian rupee term loan from others carry an interest rate in the range of 9.25% p.a, to 14.00% p.a. The loans are repayable as per the amortisation schedule spread over from 4 months to 53 months. Loans are
secured by charge on specific assets comprising of ATMSs, specific receivables and other related equipments of assigned contract Further, one of the term loans from others availed by one of the subsidiary company is
secured by way of second charge on the vehicles funded by respective lenders and one of the term loan from others availed by one of the subsidiary company is secured by hypothecation of plant and machinery and
corporate guarantee glven by the Parent Company

(vi) One Indian rupee term loan from others carry an interest rate of 11.25% p.a. The loans are repayable as per the balance amortisation schedule spread over 8 months. Loans are secured by charge on specific assets
‘comprising of land and building, ATMs, specific receivables and other related equipments of assigned conteact.

(vill) Loan in the form of External Commercial Borrowings (ECB) from banks outside India carry an interest rate in the range of 1 month USD LIBOR plus 360 bps to 400 bps. The loans are repayable as per the
balance amortization schedule spread over 37 to 48 months. Loans are secured by charge on specific assets comprising of ATMs and specific receivables.

(Ga) The Company has issued 12% rated, secured, Non Convertible Debentures ("NCD")on a private placement basis during the year 31 March 2021. The Debentures ate listed on National Stock Exchange as at 26
‘March 2021.

Details of the NCDs are as follows:

 

‘Number of| JAmount (Rs. in [Period of maturity

 

 

 

IName of security NCD. [Dateot Issue |Terms of Repayment eines) Interest rate irom Balance sheet
ldate
[Non Convertible Debentures | 5,500 | 26-Mar-21 [Coupon Payment - Monthly 7500 [Coupon Rate: 12%6pa, |S years 7 mons
Principal repayment - p.m. (fixed)
Year 3: 26%
Year 4: 20% IRR: 18.75% pa.
Year 5: 30%

Year 6: 24% (subject to any
prepayment being done prior to
Year 6 from the Pay-in Date)

 

 

 

 

 

 

 

 

Security deta
{an exclusive charge by way of hypothecation over the recelvables under specified Charged Contracts with Identified customers as defined under Debenture Trust Deed;

2. an exclusive charge by way of hypothecation on 2,047 ATMs under specified ATM Charged Contracts;

3. first ranking charge by way of hypothecation on security deposit and termination amount recaverable under the Charged Contacts

4. a second ranking charge by way of hypothecation on all the current assets (other than the current assets exclusively charged to the Existing Lenders) and movable

5. second ranking mortgage over all the identified immovable properties as included in Property, Plant and Equipment;

6.an exclusive charge over the AGS Escrow Account, Debt Service Reserve Account as defined under Debenture Trust Deed; and

7. Personal Guarantee of Mr, Ravi B Goyal.

£8. The security creation and perfection isin process.

9. The Company is required to maintain security as per clause 12 of the Debenture Trust Deed which is based on current and furure wade receivables for the charged contract assets along with specified assets. The
‘Company have maintained an amount of Rs. 65.30 million in Debt Service Reserve Account to maintain the specified security

270
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 17 (a)

Non-current financial liabilities - Borrowings

As at 31 Mareh 2021:
(8) Foreign currency term loan from bank carry an interest rate of 6.02% p.a. to 7.51% p.a. The loans are repayable as per the amortisation schedule spread aver from S months to 47 months. Loans are secured by
charge on specific assets comprising of ATMS, specific receivables and other related equipments of assigned contract.

(i) Indian rupee term loan from banks carry an interest rate in the range of 7.95% p.a. to 10.95% paa. The loans are repayable as per the balance amortisation schedule spread aver from 13 months to 58 months.
Loans are secured by charge on specifi assets comprising of ATMs, specific receivables and other related equipments of assigned contract. Further, few of the tem loans from banks availed by one ofthe subsidlary
company are secured by way of second charge on the vehicles funded by respective lenders.

(i) One Indian rupee term loan from banks carry an interest rate of 9.08% p.a. The loans is repayable as per the balance amortisation schedule spread over 35 months. Loans are secured by charge on specific assets
comprising of building, ATMS, specifi receivables and other related equipments of assigned contract.

(li) Indian rupee vehicle loan from banks for purchase of vehicles carries a rate of interest inthe range of 8.25% to 9.80% p.. The loans have repayment year In range of 2 10 58 months. The loans are secured by a
hhypothecation of the vehicles. Further, few of the vehicle loan availed by one of the subsidiary company is secured by way of corporate guarantee given by the parent company.

(xiv) Indian rupee vehicle loan from others for purchase of vehicles cartes arate of interes in the range of 8.00% to 9.15% p.a. The loans have repayment year in range of 23 to 70 months. The loans are secured by a
bhypothecation of the vehicles.

(4) Indian rupee term loan from others carry an interest rate in the range of 9.25% p.a. to 13.00% p.a. The loans are repayable as per the amortisation schedule spread over from 9 months ta 58 months. Loans are
secured by charge on specific assets comprising of ATMS, specific receivables and other related equipments of assigned contract. Further, one of the term loans from others availed by one of the subsidiary company Is,
secured by way of second charge on the vehicles funded by respective lenders and one ofthe term loan from others availed by one of the subsidiary company is secured by hypothecation of plant and machinery and
corporate guarantee glven by the Parent Company

(vi) One Indian rupee term loan from others carry an interest rate of 11.25% p.a. The loans are repayable as per the balance amortisation schedule spread over 13 months. Loans are secured by charge on specific
assets comprising of land and building, ATMS, specific receivables and other related equipments of assigned contrat

(vil) The Group has availed the benelit of moratorium for few loans in accordance with the RBI circular on COVID-19 Regulatory package dated 27 March 2020 and 23 May 2020.

(vill) Loan in the form of External Commercial Borrowings (ECB) from banks outside India carry an interest rate in the range of 1 month USD LIBOR plus 360 bps to 400 bps. The loans are repayable as per the
balance amortization schedule spread over 42 months. Loans are secured by charge on specific assets comprising of ATMs and specific receivables,

(xix) The Company has issued 12% rated, secured, Non Convertible Debentures ("NCD")on a private placement basis during the year 31 March 2021. The Debentures are listed on Natlonal Stock Exchange as at 26
‘March 2021.

Details of the NCDs are as follows:

 

[Period of maturity

 

 

[Name of security Number of|psteatteme [Terms of Repayment amount Ngee rate fram Balance set
date
[Non Convene Dabenres | 5500” | 26-Mar-21 [Coupon Payment~ Moniy S500 [Coupon Rae Tapa yam
Principal repayment - pm. (ined)
Pear: 2686
Pear 4: 20% RR: 1.75% pa
Pear 5: 30%

Year 6: 24% (subject to any
prepayment being done prior to
Year 6 from the Pay-in Date)

 

 

 

 

 

 

 

 

‘Security detail
1 an exclusive charge by way of hypothecation aver the receivables under specified Charged Contracts with Identified customers as defined under Debenture Trust Deed;
2. an exclusive charge by way of hypothecation on 2,047 ATMs under specified ATM Charged Contracts;

3. first ranking charge by way of hypothecation on security deposit and termination amount recaverable under the Charged Contacts

4.a second ranking charge by way of hypothecation on all dhe current asses (other than the current assets exclusively charged to the Existing Lenders) and movable

5. second ranking mortgage over all the identified immovable properties as included in Property, Plant and Equipment;

6.an exclusive charge over the AGS Escrow Account, Debt Service Reserve Account as defined under Debenture Trust Deed; and

7. Personal Guarantee of Mr, Ravi B Goyal.

£8. The security creation and perfection Is in process.

9. The Company is required to maimain security a per clause 12 of the Debenture Trust Deed which is based on current and future trade receivables for the charged contract assets along with specified assets,

‘As at 31 March 2020:
(8x) Foreign currency term Joan from bank carry an interest rate of 9.68% p.a. 0 10,9994 pa. The loans are repayable as per the amortisa
charge on specific assets comprising of ATMS, specific receivables and ather related equipments of assigned contract.

(Cex) Indian rupee term loan from banks carry an interest rte inthe range of 9.08% p.a. to 10.90% p.a. The loans are repayable as per the amortisation schedule spread over from 25 months to 53 months. Loans are
secured by charge on specific assets comprising of ATMSs, specific receivables and other related equipments of assigned contract and vaults.

(xl) One Indian rupee term loan from banks carry an interest rte of 9.08% p.a. The loans is repayable as per the balance amortisation schedule spread over 47 months. Loans are secured by charge on specific assets
comprising of building, ATMS, specific receivables and other related equipments of assigned contract.

(xl) Indian rupee vehicle loan from banks for purchase of vehicles carries arate of interest in the range of 8.71% to 10.26% p.a. The loans have repayment year in range of 5 to 62 months. The loans are secured by
‘a bypothecation of the vehicles. Further, few ofthe vehicle loan availed by one of the subsidiary company Is secured by way of corporate guarantee given by the parent compa.

(sxiv) Indian eupee veicle loan from others for purchase of vehicles cartes arate of interest inthe range of 8.00% to 9.15% p.a. The loans have repayment year in range of 32 10 75 months. The loans are secured by
‘a bypothecation ofthe vehicles.

(xxv) Indian eupee term loan from others carry an interest rate inthe range of 11.25% pa. 10 13,00% p.a. The loans are repayable as per the amortisation schedule spread over from 21 months to 38 months. Loans are
secured by charge on specifi assets comprising of ATMS, specific recelvables and other related equipments of assigned contract.

(&xvi) One Indian rupee term Joan from others carry an interest rate of 11.25% p.a. The loans are repayable as per the balance amortisation schedule spread over 25 months. Loans are secured by charge on specific
assets comprising of land and building, ATTMs, specific receivables and other related equipments of assigned contrac.

(Cexvil) The Group has availed the benefit of moratorium for one ofthe loan in accordance with the RBI circular on COVID-19 Regulatory package dated 27 March 2020,

 

schedule spread over from 17 months to 49 months. Loans are secured by

 

‘As at 31 March 2019:
(Cewill) Foreign currency term Joan from bank carry an interest rate of 12.60% p.a. to 13.73% p.a. The loans are repayable as per the amortisation schedule spread over from 29 months t
secured by charge on specific assets comprising of ATMS, specific recelvables and other related equipments of assigned contract,

(xix) Indian rupee term loan from banks carry an interest rate inthe range of 9.15% p.a. to 11.10% p.a. The loans are repayable as per the amortisation schedule spread over from 4 months to 53 months. Loans are
secured by charge on specific assets comprising of building, ATMs, specific receivables and other related equipments of assigned contract and vaults. Further, one of the term loan availed by one of the subsidiary
company is secured by way of corporate guarantee given by the parent company.

((exx) Indian rupee vehicle loan from banks for purchase of vehicles cartes arate of interes in the range of 8.25% to 10.41% pa. The loans have repayment year in range of 2 to 48 months. The loans are secured by a
hhypothecation of the vehicles. Further, few of the vehicle loan availed by one ofthe subsidiary company is secured by way of corporate guarantee given by the parent company.

(Cova) Indian rupee vehicle loan from others for purchase of vehicles cartes arate of interest inthe range of 8.00% to 9.15% p.a. The loans have repayment year in range of 40 to 83 months. The loans are secured by
‘a bypothecation ofthe vehicles.

(xxl) Indian rupee term loan from others carty an interest rate inthe range of 11.00% pa. to 13.00% p.a. The loans are repayable as per the amortisation schedule spread over from 33 months to 49 months. Loans
are secured by charge on specific assets comprising of building, ATMS, specific receivables and other related equipments of assigned contract.

 

‘months. Loans are

 

271
AGS Transact Technologies Limited

Annexure VI: Notes to the Ret

 

.d Restated Consolidated Financial Information

 

 

 

 

(Rs. in million)
Particulars 31 August 2021 31.March 2021 31March 202031 March 2019
Note 17 (b)
‘Non-current financial liabilities - Lease liabilities
Unsecured

Lease liabilities (refer note 37)

  
   

2,587.51 566.46
2,587.51,

   

 

 

Note 18

Other non-current financial liabilities

Secutity deposit vendor 7.95 7.98 60.24

Payables related to Service Concession Arrangement projects (refer note 38) 16.37 24.48, 41.90 57.48
24.32 32.46 102.14 65.04

Note 19

 

Non-current - Provisions
Provision for employee benefits
Gratuity (refer note 35) 249.46 261.75 223.39 174.83,

 

 

   
   
   

Note 20

Other non-current liabilities

Deferred revenue 38.00 60.66 78.80 129.32
Note 21 (a)

Current financial liabilities - Borrowings

Secured

From banks (refer note (ji) below)

Working capital loans (refer note (i) and (ii) below) 1,164.80 1,355.33 1,328.25 375.11
Cash credit and other facilities 128.43 13258 726.15 905.21
Current maturities of long-term borrowings (refer nate (v) below) 2,167.61 2,091.72 1,135.55 1,467.57
Unsecured

Buyers credit from others “ 51.06

Loan from director of a subsidiary company (refer note (iv) below) 59.06

at

  

Note:
() Includes interest accrued amounting to Rs.0.03 million (31 March 2021: Rs. 0.02 million, 31 March 2020: Rs. 0.22 million, 31 March 2019: Rs. 0.11 million)

(@) The above loans are secured by hypothecation of current assets and are repayable on demand. Further, one of the above loans availed by subsidiary company is secured by way of corporate guarantee given by
parent company. These loans carry an interest rate as mentioned below:

 

Working capital loans 8.00% to 12.10%

Cash credit and other facilities 4.25% to 12.10%

(ii) Working capital loans include factored receivables which is secured by factored invoices and second charge on current assets.

(iv) The loan from director of a subsidiary company is interest free and repayable on demand.

(¥) Includes interest accrued amounting to Rs. 93.48 million (31 March 2021: Rs. 76.91 million, 31 March 2020: Rs. 32.58 million, 31 March 2019: Rs, 26.32 million.

Note 21 (b)
Current financial liabilities - Lease liabilities

Unsecured
Lease liabilities (refer note 37) 1,363.85, 1519.41
1519.41

    
   
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information
Note 22

Current financial liabilities - Trade payables
(Rs. in million)

 

 

 
  

Particulars ‘Bi August2021___31March2021___31March2020__ 31 March 2019
‘Total outstanding dues of micro entesprises and small enterprises 295.51 9217 138.10 176.09)
Total outstanding dues of creditors other than micro enterprises and small enterprises 3,613.07 4,176.02 3,483.40

4,268.19

‘The following disclosures are made for the amounts due to micro enterprises and small enterprises:-

(Rs. in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars BU August 2021 | 31 March 2021 _[ 31 March 2020 | 31 March 2019
Fike principal amount remaining unpaid to any supplier as atthe end of each accounting] 295.51
lperiod Sate: fed 176.09
interest due thereon 5.05 Bal ani 0.58
Fie amount of interest paid by he buyer In terms of Section 16 of the Micro, Small and|
[Medium Enterprises Development Act, 2006 (°MSMED Act’), along with the amount
lof the payment made tothe supplier beyond the appointed day during each accounting
period.
Fie amount of interest due and payable for the period of delay a making payment
(which have been paid but beyond the appointed day during the period) but without : -
adding the interest specified under the MSMED Act
FThe amount of interest accrued and remaining unpaid at he end of accounting period
Fie amount of further interest remaining due and payable even in the succeeding
period, until such date when the interest dues above are actually paid to the small
lenterprise for the purpose of disallowance as a deductible expenditure under the 2
IMSMED Act, 2006
‘Trade payables and accrued expenses ageing schedule
As at 31 August 2021 (Rs, in million)
‘Outstanding for following periods from due date of payment
Particulars ore than | Total
Less than t year | 1-2 years 2.3 years ee
@ NSME 308.13 50 O52 126 [20551
(i) Others 3,250.97, 155.40 705.00 39.70 | 3,601.07
i) Disputed dues: MSME = z = = z
ivy Disputed dues- Others z 5 : Tao] 1400
As at 31 March 2021 (Rs, in million)
‘Outstanding for Following year from due date of payment
Particulars Less than t year | 1-2 years 2.3 years secs | Bee
@ MEME 28.39 38 0.06 aaa] 927
Gi Others 3,824.08 208.26 37.49 91.39 [4162.02
Gi) Disputed dues- MSME ~ : - ~ ~
iv) Disputed dues- Others = : O58 Taa2 | 1400
As at 31 March 2020 (Rs, in million)
‘Outstanding for following year from due date of payment
Rachcalae Less than 1 year 1-2 years 2.3 years More than BE] Teta
@ NSME T3702 05 = oe | 13610
Gi Others 3275.13 To.7t 216 ea40 | 3,469.40
iy Disputed dues- MSME = : z z Zi
iv) Disputed dues- Others = O58 13a — [1400
As at 31 March 2019 (Rs. in million)
‘Outstanding for folowing year from due date of payment
Portes Less than t year | 1-2 years 2.3 years Mec pesss | Tee
> NSME 1733 186 oat oa] 17609
i) Others 3,380.61 674 Tata 61.09 | 3,502.88
Gi) Disputed dues- MSME z = = z :
ivy Disputed dues- Others O58 13a : [1400

 

 

273
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Annexure VI: Notes to the Ret

 

.d Restated Consolidated Financial Information

(Rs, in milli

 

n)

 

Particulars BL August 2021 31.March 2021. © 31 March 202031. March 2019

 

Note 23
Other current financial liabilities

Accrued employee cost

Payable for capital goods

Security deposit vendor

Payables related to Service Concession Arrangement projects (refer note 38)
ICD Reconciliation Liability of funds held relating to cash burial business

 

   

Note 24

Other current liabilities

Deferred revenue 132.02 88.17 148.73 222.54

Balances due to government authorities (refer note below) 1,549.92 1,044.87 597.33 242.61

Uneamed Revenue* 315.46 595,82 30.32 21.32
1,688.86

Note:

Includes dues towards Tax deduction at source, Goods and service tax, Provident fund, Employee state insurance contribution, Profession tax and others.

Movement of unearned revenue

 

 

Opening unearned revenue 555.82 30.32 21.32 3.70
Additions during the year / period 288.06 555.82 30.32 21.32
Deletions during the year / period (528.42) (30.32) 21.32) (3.70)
(Closing unearned revenue 315.46 5355.82 30.32 21.32
Note 25

Current - Provisions
Provision for employee benefits:

Gratuity (refer note 35) 39.50 3 35.65 23.82
‘Compensated absences (refer note 35) 122.05 157.86 140.42
Others provision for:
Warranties 45.64 37.73 42.66

 

‘Provision for warranties is recognised for machines sold to customers:~

 

 

 

Particulars ‘BL August 2021 31 March 202131 March 202031 March 2019
(Opening balance 39.13 37.73 42.66 37.40
Charge during the year / period 7.23 2457 17.15 20.15
Urtlisation during the year / period 3.17) (22.08) (4.89)
Closing balance 39.13 37.73 2.66

 

 

274
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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

  

 

 

in million)
Particulars Period ended Year ended Year ended Year ended

31 August 2021___31.March 202131 March 2020 __31 March 2019
Note 26
Revenue from operations
Sale of traded goods

= Automation products

Sale of manufactured goods
= Automation products
= ATM and ATM sites,

Revenue from services
ATM and management services

Less: Amortisation of one time upfront fee and premium on purchase of property, plant and equipment (refer note 43)

AMC services and upgrades
Digital payment services
Cash management services

‘Total revenue from operations (net) (refer note 41)

Note 27
Other income
Interest income from instruments measured at amortised cost
Deposits with banks
Security deposits
Others
Insurance claim
Scrap sale
Write back of lease liabilities (net) and rent concession (refer note 37)
Net gain on derivative contracts
Foreign exchange gain (net)
Reversal of provision for warranty (net)
Unrealised gain on investment in quoted mutual fund at Fair Value through Profit or Loss
Gain on sale / retirement of property, plant and equipment (net)
Others

 

Note 28

Cost of raw materials and components consumed
Inventories atthe beginning of the year/period

Add: Purchases during the yearperiod

Less: Inventories atthe end ofthe year/period

Note 29
Purchase of traded goods

Note 30

(Increase) / decrease in inventories of finished goods and traded goods
Finished goods

Inventories atthe beginning of the year/petiod

Inventories atthe end ofthe year/period

‘Traded goods

Inventories at the beginning of the year/period
Inventories at the end of the year/period

(Increase) / decrease in inventories

275

272.34

413.18

 

889.12

3,449.01

(17.66)
3431.35

4,150.39
41,103.41

959.73
6644.88,

7,534.00

602.12

1,119.23
509.45,
2,230.80

9374.84

(42.29)
9,332.55

1,873.32
2,139.88
2,012.89

15,358.64

17,589.44

478.30

862.26
600.44
1,941.00

9,890.78

(42.33)
9,848.45

2,340.70
2,485.91
1,388.37

16,063.43

18,004.43

743.48

1,456.49
909.73
3,109.70

10,302.42,

(42.29)
10,260.13,
2,242.70
1,569.67
875,22
14,947.72

18,057.42

 

16.59
16.56
0.02
39.16
0.16
14.68

862
50.59
9.06
99.10
779
0.16

3.56

 

410.03
751.23
(416.92)

369.65,
2,174.29
(410.03)

556.05,
2,150.70
(369.65)

843.95
2,566.60
(556.05)

 

 

238.80

535.80
535.80,

303.20
308.20

524,00
524.00

 

   
   
    

203.50
2.75
(19.25)

 

275.74
203.50

 
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

 

 

 

 

 

 

(Rs. in million)
Particulars Period ended Year ended Year ended Year ended
31 August 2021 31March2021___31March 2020 __31 March 2019
Note 31
Employee benefit expenses
Salaries and wages (refer note 40) 92.27 2540.81 2,527.77 2,501.85
Employee stock option scheme expense net (refer note 36 and 49) 7.01 22.83 30.39 51.20
Contributions to provident and other funds (reer note 35) 54.02 137.90 140.52 129.33
Gratuity expenses (refer note 35) 26.68 59.68 5234 4267
Siaff welfare expenses ad 10.44 20.74 23,75
708.12 277.66 2800.76 2748.80
Note 32
Other expenses
Cash management expenses 95.63 303.97 599.43
Transaction expenses 365.24 950.07 502.20
Rent expenses (cefer note 37) 42.20 169.28 262.24
Caretaker and housekeeping expenses 230.06 701.10 1,754.36,
Power and fuel expenses 390.19 793.33 662.91
Subcontracting expenses 1,093.33, 2,363.05 1,291.20
Communication expenses 72.29 156.69 118.04
Corporate social responsibilty expenses z 1888 E
Transaction setlement expenses 20.93 30.08 aod 2952
Loss on account of claims : Lis 0.39
Repairs and maintenance
= Plant and machinery 344.06 677.49 682.67 688.42
= Others 7155 13.14 122.16 88.05,
‘Traveling and conveyance expenses 106.77 274.94 435.91 372.60
Legal and professional charges 151.33, 372.24 375.22 299.02
Initial public offer expenses (refer note 42 & 43 (i)) 2 z 102.21 \
Insurance charges 24.16 200.03 17428 131.20
‘Tools and equipments 79.04 1334 13447 200.15,
Postage and courier 56.41 13128 154.18, 170.09
Foreign exchange loss (net) 3.67 543 16.49
Loss onsale / retirement of property, plant and equipment (net) 68d 5.22 30.85, 4487
Printing and stationery 13 21.76 28.29 29,36
Provision for warranty (net) 650 140 . 5.25
Rates and taxes 1597 455 407 20.29
Payment to auditors (refer note 42) 4.49 12.84 173 7.00
Fees for increase in authorised share capital ~ - 3.80 333
Sales promotion expenses 2.40 2.80 78.03 258
Directors’ siting fees 5.50 345 6.48 3.24
Commission to directors 4 1050 14.00 12.00
Office expenses 14.9 42.06, 45.09 39.16
Electronic Collection Charges 0.86 1356 : :
Miscellaneous expenses 2 268.74 180.24
344.61 7,002.17 7533.24

 

Note 33
Finance costs
Interest expense on measured at amortised cost on:
= financial liabilities and others
+ lease liabilities (refer note 37)
= Others
Other borrowing costs
Net lass on derivative contracts
Foreign exchange differences treated as adjustment to borrowing costs

  

‘Note: Other borrowing cost include bill discounting charges.

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Note 34
Earnings per share (EPS)

(&s.in million)
Particulars BL August 2021 31 March 2021 31 March 2020 31 March 2019

 

Restated Profit / (Loss) attributable to equity shareholders
‘Net profit / (loss) for the year / period attributable to equity shareholders (81.05) Ba792 330.14 661.94

2 Calculation of weighted average number of equity shares - Basic

Number of shares atthe beginning and end of the year/period 120,392,576 120,392,576 120,392,576 120,392,576
Less: Treasury shares (4,812,000) (1,812,000) (1,812,000) (2,886,000)
‘Add: Effect of share options exercised - 38,679
‘Weighted average number of equity shares for the year/period 118,580,576 118,580,576 118,545,255

   

3 Calculation of weighted average number of equity shares - Diluted

Number of shares atthe beginning and end of the year/period 120,392,576 120,392,576 120,392,576 120,392,576
Less: Treasury shares (4,812,000) (1,812,000) (4,812,000) (4,886,000)
‘Add: Effect of share options exercised = « é 38,679
‘Add : Effect of share options dilution 455, 1,879,183 1,710,277, 1,204,666

   

‘Weighted average number of potential equity shares for the yeariperiod 120,156,031 120,459,759 120,290,853 119,749,921

4 Earnings Per Share*
Basic (Rs.) (1.53) 4.62 7.00 558

Diluted (Rs.) (1.53) 435 6.90 553
* The EPS for the five months period ended 31 August 2021 has not been annualised

5 Nominal value of shares (Rs.) 10.00 10.00 10.00 10.00
Note:

‘Weighted average number of shares is the number of equity shares outstanding at the beginning of the year / period adjusted by the number of equity shares issued during the year / period, 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 / period

 

277
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Annexure VI: Notes to the Revised Restated Consolidated Financial

 

Note 35,
Employee benefits

A. Defined Contribution Plans

Contribution to Provident fund, Employee State Insurance and any other funds

information

Amount of Rs. 54.02 million (31 March 2021: Rs. 137.90 milion, 31 March 2020: Rs.140.52 million, 31 March 2019: Rs. 129.33 million) is recognised as an expense and included in “Employee benefit expenses

(refer note 31) in the Revised Restated Consolidated Statement of Profit and Loss.
B. Defined benefit plans

Gratuity

The gratuity benefit payable to the employees of the Group 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 atthe time of superannuation calculated for equivalent to 15 days salary for each completed year of service calculated on last drawn basic salary.

The gratuity benefit offered by the Group to its employees isnot funded.

The following table shows a reconciliation from the opening balances to the closing balances for the net defined benefit (asset) liability and its components:

 

Reconciliation of present value of defined benefit obligation

(Rs. in million)

 

Particulars

‘BL August 2021]

‘31 March 2021]

‘31 March 2020)

‘31 March 2019]

 

 

 

 

   

 

 

 

[Defined benefit obligation at the beginning of the year/period 304.28 259.04 198.65 150.99
|Current service cost 19.04 44.07 38.61 31.99
Past service cost =
Interest cost 7.64 1561 13.73 10.68
Actuarial (gains) losses recognised in Other Comprehensive Income

arising from changes in financial assumptions (a9.35)| 016 1.42 207

arising from changes in demographic assumptions 257) 2.88) (0.78) 2.00

arising on account of experience changes (20.90)} 401 18.82 14.19
Benefits paid directly by the Group (9.18) 4s.73)| aap} 43.27]
[Defined benefit obligation at the end of the yeariperiod 288.96 304.28 259.04 198.65

Amount recognised in Revised Restated Consolidated Statement of Assets and Liabilities (Rs. in million)

Particulars ‘31 August 2021] 31 March 202i| 31 March 2020] 31 March 2019]
[Defined benefit obligation 288.96 304.28 259.04 198.65,
Fair value of plan assets : - :
[Net defined benefit obligation 288.96 304.28 259.04 198.65

 

 

Expense recognised in the Revised Restated Consolidated Statement of Profit and Loss

(Rs. in million)

 

Particulars

‘BL August 2021]

31 March 2021]

31 March 2020)

‘31 March 2019]

 

 

(@ Expense recognised in the Revised Restated Consolidated Statement of Profit and Loss

 

 

 

 

 

‘Current service cost 19.04 44. 38.61 31.99
Past service cost a . . :
Interest cost 7.64 15,61 10.68

26.68 59.68 52.34 2.67
Expense recognised in the Revised Restated Consolidated Other Comprehensive Income
‘Actuarial (gains) / losses on defined benefit obligations
+ arising from changes in financial assumptions (19.35)} 0.16 1.42
+ arising from changes in demographic assumptions s7) 28a) (0.78)
+ arising on account of experience changes (10.90)} 4.01 18.82
(32.82)| 1.29) 19.46

 

 

Actuarial assumptions

 

The principal assumptions used in determining gratuity benefit obligation for the Group's plan i

is shown below:

 

 

 

 

 

 

 

Particulars ‘31 August 2021] 31 March 2021 | 31 March 2020 | 31 March 2019
Financial assumptions

Discount rate 455% -6.40% | 4.35% -6.55% | 5.25%-6.55% | 6.65%. 7.50%
Salary escalation 5% 5% - 7% 5% - 7% 7%
Employee Turnover

21 - 30 years 9% - 49% 11% - 50% 16% - 50%, 1496-46%
[31 - 40 years 7% - 54% 8.70% -50% | 11% - 35% 12%-30%
41 -50 years 5% - 33% 0% - 9% 8.38% -30% | 8%-34%
51 - 59 years 0% -9% 0% - 9% (0% - 9% 0% to 13%

 

 

 

Estimates of future salary increases, considered in actuarial valuation, take account of inflation,

 

promotion and other relevant factors, such as supply and demand in the employment market,

Assumptions regarding future mortality are based on published Statistics & Mortality tables. The calculation of death benefit obligation is sensitive to the mortality assumptions,

The Group expects Rs. 39.50 milion in contribution to be paid to its defined benefit plan inthe next year (31 March 2021: Rs. 42.53 million, 31 March 2020: Rs. 35,65 milion, 31 March 2019: Rs. 23.83 million),

278
 

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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

vv. Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by

the amounts shown below:

 

 

 

ica 31 August 2021 BI March 2021 BI March 2020, 31 March 2019,
Pace crease Decrease Tcrease Decrease Tncrease | Decrease | Increase | Decrease
[Gratuity Plan
Discount rate 50 bps on defined benefit plans -3.88% 4.18% -3.71%| 3.97% -3.37%] 360%] 3.23%] 3.4394
Future salary growth 50 bps on defined benefit plans 3.97% 3.74% 3.65% “3.47% 3.52%] -3.18%] 3.21%] -3.07%6|

 

 

 

 

 

 

 

 

 

 

‘Although the analysis does not take account of the fll distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity ofthe assumptions shown,

‘vi. Compensated absences

The liability towards compensated absences at 31 August 2021 based on actuarial valuation using the projected accrued benefit method amounted to Rs.122.05 milion (31 March 2021: Rs. 125.21 milion, 31 March

2020: Rs. 157.86 milion, 31 March 2019: Rs. 140.42 million).

Amount of Rs. 2.38 millon (31 March 2021: Rs. (23.01) million, 31 March 2020: Rs.31.55 million, 31 March 2019: Rs. 33.71 million) is (released)/expensed and included in “Employee benefit expenses” in the

Revised Restated Consolidated Statement of Profit and Loss.

279
 

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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 36
Employee Stock Option Plan (ESOP)

For the five month pet

 

od ended 34 August 2021

(0n 29 February 2012, the Board of Directors approved the Equity-Setled Employee Stock Option Scheme (ESOS 2012) for issue of stock options tothe key employees of the Company and others as approved by

the Board of Directors comprising of 2,319,588 options convertible into one equity share each

‘The key terms and conditions related tothe grants under these plans areas follows; all options are tobe settled by the delivery of shares.

 

 

[Particulars [ESOS 2012
frranche 1: 05 Mareh 2012
Hrranche 2: 24 July 2012

essen HTranche 3: 01 February 2015

[Tranche 4: 01 February 2015
HTranche 5: 16 August 2018
[Tranche 6: 12 August 2021

 

[Fair Value at Grant Date IRs. 39.13 to Rs. 176.10

 

lFair Value of Options at Grant Date

 

IRs. 7.77 to Rs. 121.26

 

 

 

 

 

 

[Exercise Price IRs. Sooo Re, 110.1
Vesting period [10-3 years from the respective date of grant

Exercise period 5 years or 1 year from the date of listing whichever is later (o be reckoned from date of first vesting)
[Expected Life 2S toa years

 

* There as been an amendment tothe exercise year of the ESOP schemes

 

“The details of activity under ESOS 2012 are summarised below:-

Tachuding bons Iesue

 

particulars

‘Bi August 2021] 31 March 2027

 

Bi March 2020

31 March 2019)

 

(No. of options) | (No. of options) | (No. of options) | (No. of options)
ESOS 2012| ESOS 2013| ESOS 2012] ESOS 2012
Jourstanding atthe beginning of the year / period 1,960,000 1,960,000 1,975,000 1,168,000
|Granted during the year / period 129,740 : - 281,000
exercised during the year / period : - . 74,000
Lapsed during the year ’ period 89,000 : 15,000
[Outstanding atthe end ofthe year / period 2,000,740 1,960,000 1,960,000 1,975,000
lexercisable at the end ofthe year / period 1,871,000 1,665,560 1,379,780 1,094,000
Weighted average remaining contractual life (years) 0103.50] 0251 01351 010451

Weighted average fair value of options granted (Rs.)
Weighted average exercise price (Rs.)

7.77 19 140.66|
39,13 0 111.13

2.77 0 121.26
39.13 0 111.13

7.77 121.26
39.13 111.13]

2.77 «121.26
39.13 0 111.13]

 

‘Note: The above options are after considering a bonus Issue of 31 during the year ended 31 March 2015,

“The Black and Scholes Options Pricing model had been used for computing the we

  

ed average fae value considering the following inputs on the date of gran

 

 

 

 

 

 

[Particulars ‘Tranche 1] Tranche 2 Tranche 3| ‘Tranche 4] ‘Tranche 5| ‘Tranche 6|
[Dividend Yield 0.00%] 0.00%] 0.00%] 0.00%] 0.00%] 057%
lexpected Volatility 0.00%| o.00%| 0.00%| 0.00%| 232,39 11.20%6|
Risk fre imterest rate 8.30%| 7.93% 9.05%| 9.05%| 7.97%| 5.74%6|
| Weighted average share price (Rs.) 38.13] 50.09 152.46| 152.46| 93.00 176.10]
exercise Price (Rs.) 38.13] 313] 38.13] nig] 38.13] 39.13]
expected life of options granted in oars 3.04] 2.1] 250] 231 451 35

 

 

 

 

 

Of the ESOS 2012 above,

 

928 options are reserved for issue of equity shares ofthe Company,

(On 3 February 2015, the Board of Directors approved the Equity-Setled Employee Stock Option Scheme (ESOS 2015) for issue of stock options tothe key employees of the Company and others as approved by

the Board of Directors comprising of 1,216,000 options convertible into one equity share each
(On 4th August 2021, the Board of Directors increased the existing ESOP Pool by 2,200,000 options.

“The key terms and conditions related tothe grants under these plans areas follows; all options are tobe settled by the delivery of shares,

 

[Particulars [ESOS 2015

 

[Grant Date [Tranche 1: 16 August 2018

 

Tranche 2: 12 August 2021

 

[Fair Value at Grant Date IRs. 93.00 to Rs 176.10

 

[Exercise Price IRs. 39.135

 

Vesting period

 

10-3 years from the respective date of grant

 

 

[Exercise peri 5 years or 1 year from the date of listing whichever Is later (0 be reckoned [rom date of first vesting)

 

 

[Expected Life

5105.5 years

 

 

‘The details of activity under ESOS 2015 are summarised below:

 

 

ae ‘BH August 2021 31 March2021 31 March 2020 31 March 2019
(No.of options) (No. of options) (No. of options) (No.of options)
ESOS 2015, ESOS 2015, ESOS 2015 ESOS 2015
(Outstanding atthe beginning of the year / period 1,024,500 1,110,500 1,184,500
Granted during the year / period 2,402,920 : : 1,216,000
Exercised during the year / period 7 : : -
Lapsed during the year / period 14,000 86,000 74,000 31,500
(Outstanding atthe end ofthe year / period 3,413,420 1,024,500 4,110,500 1,184,500
Exercisable at the end ofthe year / period 1,010,500 676,170 366,465
Weighted average remaining contractual life (years) 1.51 103.50 251 351 451
Weighted average fair value of options granted (Rs.) 92.00 to 176.10 66.12 66.12 66.12
Weighted average exercise price (Rs.) 3913, 39.13 39.13, 39.13,

280

 
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 36
Employee Stock Option Plan (ESOP) (continued)

‘The Black and Scholes Options Pricing model had been used for computing the weighted average fair value considering the following inputs on the date of gra:

 

 

Particulars ‘Tranche 1 Tranche
Dividend yield 0.00% 057%
Expected volatility 33.39% 11.20%
Risk fre imterest rate 787% 5.7496
Weighted average fair value of share price (Rs.) 93.00 176.10
Exercise price Rs.) 3913, 39.13,
Expected life of options granted in year 45 3.50

(Of the ESOS 2015 above, 2,580 options (31 March 2021: 191,500 options; 31 March 2020: 56,500 options, 31 March 2019: 31,500 options) are reserved for issue of equity shares ofthe Company.

ESOS 2012 and ESOS 2015 are in compliance with the requirements of Securities and Exchange Board of India and had been ratified in Board meeting dated 2 Novernber 2021

 

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Note 37
Leases

Group as a Lessee

The Group had entered into the operating lease for POS terminals. The leases have an average remaining life of 1 to 2 years. Further minimum lease rentals payable under non-cancellable operating leases are

follows:

(Rs. in million)

 

Particulars ‘BL August 2021 ‘31 March 2021 31 March 2020

‘31 March 2019

 

 

Tess than one year 55.43 47.95 69.05 103.35

Between one and five years 63.58 16.87 23.20 55.37

More than five years a 2 : ;
119.01 4.82 92.25 158.72

 

‘Changes in accounting polici

 

The Group has adopted Ind AS 116 effective from 1 April 2019 using modified retrospective approach. For the purpose of preparation of revised restated consolidated financial information, management has

evaluated the impact of change in accounting policies required due to adoption of Ind AS 116 for the year ended 31 March 2019,

The following isthe lease lability as at 31 August 2021, 31 March 2021, 31 March 2020 and 31 March 2019:

(Rs in million)

 

 

 

 

Particulars ‘BL August 2021 31 March 2021 ‘31 March 2020 ‘31 March 2019
Current lease liabilities 1,363.85, 1,305.87 1,519.41 1,410.87
‘Non-current lease liabilities 2,744.78 2,587.51 3,281.88, 3,566.46
Total 4,108.63 3,893.38 4,801.29 4,977.33

 

 

The following is the movement in lease liabilities during the period ended 31 August 2021 and for the year ended 31 March 2021, 31 March 2020 and 31 March 2019:

 

 

 

 

(Rs. in mil
Particulars 31 August 2021, 31 March 2021 31 March 2020 31 March 2019
Balance as at 1 April 3,893.38 4,801.29 4,977.33 5,110.53,
Additions 716.89 596.46 1,072.96 874.43,
Finance casts accrued during the year / period 181.50 465.18 522.23, 543.98
Payment of lease liabilities (616.21) (2,499.24) (2,496.82) (4,384.50)
‘Writeback of lease liabilities (66.93) (430.31) (274.41) (as7.11)
Balance as at end of the period / year (refer note 17b and 21b) 4108.63 3,893.38 4,801.29 4,977.33

 

 

The table below provides details regarding the contractual maturities of lease liabilities as at 31, August 2021, 31 March 2021, 31 March 2020 and 31 March 2019 on an undiscounted basis:

(Rs. in million)

 

 

 

Particulars ‘BH August 2021 ‘31 March 2021 ‘31 March 2020 31 March 2019
Less than one year 1,368.70 1,305.87 1,519.41 1,410.87
(One to five years 3,324.21 3,122.09 3,994.19 4,203.03,
‘More than five years 456,32 415.35 587.46 837.25
Total 5149.23 4843.31 6101.06 6451.15

 

 

The following is the movement in Right-of-use assets during the period ended 31 August 2021 and for the year ended 31 March 2021, 31 March 2020 and 31 March 2019:

(Rs. in million)

 

 

 

 

Particulars BH August 2021 ‘31 March 2021 31 March 2020 31 March 2019
Balance as at 1 April 3,207.08 405422, 4,245.79 4489.67
Additions 27.84 562.03, 1,116.02 894.30
Depreciation for the year/period (435.74) (2,119.26) (2,087.76) (971.23)
De-recognition of right-of-use asset (52.25) (289.96) (219.83) (166.
Balance as at end of the period / year 36.48 3,207.03 4,054.22 4,245.79

 
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

Note 37

Leases (continued)
The table below provides details of amounts recognised in the Revised Restated Consolidated Statement of Profit and Loss
(Rs, in million)

 

 

 

Particulars 31 August 2021 3H March 2021 ‘31 March 2020 31 March 2019
Depreciation on Right-of-use assets 435.74 1,119.26 1,087.76 7123
Interest on lease liabilities 181.50 465.17 522.23 543.98
Expenses related to short term leases and leases not covered under Ind AS 116 42.20 169.28 212.98 262.24
‘Write back of lease liabilities (net) (14.68) (139.79) (5458) (0.16)
644.76, 1,613.92, 1,768.39, 1,777.29,

 

 

The Group does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

 

 

Particulars ‘31 August 2021 31 March 2021 31 March 2020 ‘31 March 2019
Weighted average incremental borrowing rate applied to lease liabilities 6.80% - 10.07% 9.08% - 10.00% | 9.17% - 13.10% 9.17% - 13.10%
The average tenure of leases covered under Ind AS 116 1-9 years 1-9 years 1.9 years 1-9 years

The outflow on account of lease liabilities for the petiod ended 31 August 2021 is Rs. 616.21 million (31 March 2021: Rs. 1,499.24 million, 31 March 2020 Rs. 1,496.82 million, 31 March 2019 Rs. 1,384.50
milion)

The Group has elected to apply the practical expedient of not assessing the rent concessions as a lease modification, as pet MCA notification dated July 24, 2020 on IND AS 116 for rent concessions which are
granted due to COVID-19 pandemic. Total rent concession recorded during the period ended 31 August 2021 amounted to Rs. Nil (31 March 2021: Rs, 37.90 million, 31 March 2020: Nil, 31 March 2019: Nil)
has been recognised in other income.

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AGS Transact Technologies Limited

 

Annexure VI: Notes to the Revised Restated Consolidated Finan

Note 39
Contingent liabilities, commitments and others
(0 the extent not provided for)

 

‘A. Contingent liabi
(Rs. in million)

 

 

 

Particulars 31 August2021___31 March 2021 ‘31 March 2020 31 March 2019
‘Claims against the Group not acknowledged as debts 1857 18.77 28.11 17.96
Matters in dispute under appeal

(Sales tax 100.83 103.25 51.27 27.29
(i) Excise duty? 3877 577 577 577
Gi) Custom duty 3.03, 144 1144 1269
iv) Duty entitlement pass book 0.43 043 043 043
() Goods and service tax 0.78 078 0.78 0.78
Other tax matters 56.56 60.02 : :
‘Total 185.97 200.46, 97.80 64,92

 

* Excludes, interest amount which would be finalised during the course of assessment.
Against the above pending tax litigation, the Group has paid Rs. 9.89 million (31 March 2021: Rs.10.19 million, 31 March 2020: Rs 6,20 million, 31 March 2019: Rs. 4.73 million) under protest.

The Group's pending litigations comprise of claims against the Group and pertaining to proceedings pending with Indirect tax authorities. The Group has reviewed all ts pending litigations and proceedings and has
adequately provided for, where provisions are required and disclosed as contingent liabilities where applicable, in its revised restated consolidated financial information. The Group does not expect the outcome of
these proceedings to have a materially adverse effect on its revised restated consolidated financial information

For the assessment year 2017-18, the Company has received an additional demand of Rs. 28.83 million of which Rs. 13.29 million has been adjusted against the refund. The Company has filed an appeal for the

The Company has received a notice fr the delayed payments of TDS forthe financial year 2012-13
“There has been a Supreme Court (SC) judgement dated February 28, 2019, relating to components of salary structure that need tobe taken into account while computing the contribution to provident fund under
the EPF Act. There are imerpretative aspects related to the Judgement including the effective date of application. In view of the management, the lability for the period from date ofthe SC. order to March 31,
2019 is not significant and has been provided inthe books of account. During the year ended March 31, 2020, Group has incorporated the effect of changes in the books of accounts, The Group will continue to
assess any further developments in this matter for the implications on Revised Restated Consolidated financial information, if any. Further, pending decision on the subject review petition and directions from the
EPFO, the impact forthe past period, if any, was not ascertainable and consequently no effect was given inthe accounts.

The code on Social Security, 2020 (code) relating to employee benefits received presidential assent in September 2020. The code has been published in the gazette of India. However, the date on which the code
‘will come into effect has not been notified. The Group will assess the impact of the code when it comes into effect and will record any related impact in the period the codes become effective.

 

B, Capital and other commitments
(Rs. in million)

 

 

 

 

Particulars ‘BM August 202131 March 2021 31March 202031 March 2019
Estimated amount of contracts remaining to be executed on capital account and not provided for 3,258.76 3.11499 1,392.60 1,352.30

‘Oiher investment commitments (refer note 15 (©) - 6,500.00 - 31.13

C. Others

The

 

ympany had received a show cause notice dated 27 July 2020 with respect to lower deployment of White Label ATMs (WLASs) as per the RBI (Reserve Bank of India) circulars on WLASs in India issued
under Payment and Settlement Systems Act, 2007. Management made submission to RBI. However, on 4 March 2021 the licence has been revoked as per the order. RBI reserve its right to take further action as it
may consider necessary. Basis Management assessment, there is no material impact on account of the same. Accordingly, no provision with respect to the same is been accounted for in the Revised Restated

‘consolidated financial information as at 31 August 2021 and as at 31 March 2021.

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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 38
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 period 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 C to Ind AS 115 Revenue from Contracts with Customers
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/installatiorvtesting 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.

During the year ended 31 March 2019, 31 March 2020, 31 March 2021 and five months period ended 31 August 2021, 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 Revised Restated Consolidated Statement of Profit and Loss and the consequent Intangible
‘Assets have been recognised in the Revised Restated Consolidated Statement of Assets and Liabilities. The useful life is assessed based on the go live date.

 

284
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Note 40
Capitalisation of expenditure
The Group has developed certain softwares wherein the following development expenses have been capitalised/under development by the Group

 

 

 

(Rs. in million)
Particulars 31 August 2021 31 March 2021. © 31March 202031. March 2019
Salaries and wages 278 39.34 60.74 295

 

The Group has capitalised the following expenses of revenue nature to the cost of property, plant and equipment / capital work-in-progress.
(Rs, in million)

 

 

 

Particulars BL August 2021 31March 2021. 31March 2020.31 March 2019
‘Salaries and wages 476 55.50 18.90
"Transport expenses 12.52 11.99 4.78

37.28 7.49 23.68

 

 

Note 41
A. Disclosure under Ind AS 115, Revenue from Contracts with Customers

i. Sales of products and manufactured goods

The Group applies practical expedient in paragraph 121 of Ind AS 115 for all contract entered for sales of products and manufactured goods and does not disclose information about remaining performance
obligations that have original expected duration of one year or less.

ii, Revenue from services

The Group applies practical expedient in paragraph 121 of Ind AS 115 for all contracts entered for revenue from services, whereby it has right to receive consideration from a customer in an amount that
corresponds ditectly with the value to the customer of the entity’s performance completed to date, Hence, the Group does not disclose information of remaining performance obligation of such contracts

 

ming of revenue recognition
"Setup & other one time revenue’ and 'Service revenue’ are services recognised over a period of time. Sale of traded goods’, Sale of manufactured goods, ‘ATM and management services’ Digital payment services
and others are recognised at a point in time when performance obligations are transferred to the customers.

B. Changes in accounting policies
The Group has consistently applied the accounting policies to all years presented in these Revised Restated Consolidated Financial Information

C. Disaggregation of revenue from contracts with customers
Revenue from contracts with customers is disaggregated by primary business segment. Disaggregated revenue with the Group's reportable segments is given in the note 48.

D. Reconciliation of revenue recognised with contracted price

 

 

 

 

(Rs, in million)
Particulars 31 August 2021 __31.March 2021___31 March 2020 __31. March 2019
Contracted Price 7,726.03 18,091.86 18,612.74 18,915.53
Reduction towards service level credits, rade discounts, ete (192.03) (502.42) (608.31) (858.11)
Revenue recognised 7,534.00 17,589.48 18,004.43 18,057.42

 

E, The Company has entered into a certain contract with a customer amounting to Rs, 1,483.72 million, wherein revenue amounting to Rs. 2.18 million has been recognised for the period ended 31 August 2021
(31 March 2021: Rs, 90.91 million, 31 March 2020: Rs 262.67 million, 31 March 2019: Nil) and balance will be recognised as and when it satisfies a performance obligation by transferring a good or service to a
customer over time (Estimated contract period: 5 years).

‘Transaction price allocation to remaining performance obligations:

The following revenue is expected to be recognised in the future related to performance obligations that are unsatisfied or partially unsatisfied at the reporting date. The revenue expected is Rs. 32.71 million (31
March 2021: Rs. 47.08 million, 31 March 2020: Rs 59.06 million, 31 March 2019: Rs. 63.20 million) upto 6 months; Rs. 21.86 million (31 March 2021: Rs. 29.92 million, 31 March 2020: Rs. 50.41 million, 31
March 2019: Rs. 57.59 million) upto 1 year and Rs. 24.37 million (31 March 2021: Rs. 35.13 million, 31 March 2020: Rs. 53.16 million, 31 March 2019: Rs. 84.69 million) upto 2 years.

 

 

 

 

 

Note 42
Payment to auditors (excluding tax) (Bs in million)
Particulars 31 August 2021 _31March 202131 March 202031 March 2019
‘Audit fees 439 825 7.65 660
Certification fees and other services* 6.88 4.00 927 7.47
Out of pocket expenses 0.10 059 0.08 0.40

11.37 12.84 17.00 1447
* Note:

-Period ended 31 August 2021:
Out of above expenditure, Rs. 6.88 milion is included in Initial public offer related expenses and disclosed under " Other current assets" in the balance sheet (refer note 14).

-Year ended 31 March 2020:

Out ofthe above expenditure, Rs. 9.27 million (31 March 2019: Rs 7.47 million) incurred towards services received from the auditors of the Group isin relation to intial public offer related expenses and disclosed
under "Other expenses” in the Revised Restated Consolidated Statement of Profit and Loss (refer note 32).

Note 43
(). During the year 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

 

ympany acquired

existing ATM sites at total consideration of Rs. 926.25 million. Further, an interest free security deposit of Rs. 880 milion has been advanced towards such acquisition of the ATM network.

The property, plant and equipment acquired were capitalised at the respective fair value of Rs, 649.64 million and the difference of Rs, 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 refered 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 period is Rs, 24.33 milion (31 March 2021: Rs. 58.40 million, 31 March 2020: Rs.56.29 million, 31 March 2019: Rs 54.53 million),

The Group is depreciating the property, plant and equipment acquired over the remaining useful life

(i, The Company was in the process of launching its initial public offer (IPO), accordingly the Company had filed DRHP with Securities and Exchange Board of India (SEBI) on 6 August 2018. As per the in-
principle approval received from SEBI the prescribed timeline for opening the subscription was till 4 October 2019. The Company had incurred expenses to the tune of Rs, 102.21 milion which has been charged
to the Revised Restated Consolidated Statement of Profit and Loss during the year ended 31 March 2020.

286
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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

4. As por section 135 of the Companies Act, 2013, amount required to be spent by the Group during the year ending March 31, 2022, 2021, 2020 and 2019 is Rs, 21.40 million, Rs. 18.88 million, Rs. 11.00 million and Rs.
5.70 million respectively, computed at 29 ofits average net profit for che immediately preceding three financial years, on CSR.

 

‘The Group has not carried out any CSR activities during the five months period ended 31, August 2021

‘The nature of CSR activity carvied out by the Group in the respective years / period is asunder

bb, Amount spent during the year on: (Rs, in milion)
Trea

31 August 2021 [31 March 2021 | _31March2020_[_31 March 2019

[Construction/acquisition of any asset :

 

 

[particulars

 

 

 

 

 

 

Jon purposes other than above Tea z
[Foual 18.88 z z
lparticulars| ‘Yet to be paid in cash

 

3 August 2021 [31 March 2021 | _31March 2020 31 March 2019
[Construction/acquisition of any asset
lon purposes other than above =
[Focal : =

 

 

 

 

 

 

 

¢. Related party transaction in relation to corporate socal responsibility: Rs. Nil (31 March 2021: Rs. 19.88 million, 31 March 2020 :Nil, 31 March 2019: Nil)
4. Provision during the period: Rs, Nil (@1 March 2021: Ni, 31 March 2020: Nil, 31 March 2019: Ni)
There is no shortfall inthe amount required tobe spent in earlier years
£. Provision during the period / yea:

 

ch [Wet to be palin
‘Movernent in CSR provision Tneash leash

Bi August 2021 | 31 August 2021

 

 

[Opening balance
[Adiiional provision during the period
[Uiilised during the period

[Closing balance

 

 

 

 

 

[Yet tobe paid fa
“Movement in CSR provision trash [Sh

Bi March 2021 | 31 March 2021

 

 

[Opening balance
[Additional provision during the period 18.88
Cilised during the period 118.88)
[Closing balance

 

 

 

 

 

[Wet to be paid in
‘Movement in CSR provision Teast leash

31 March 2020 | 31 March 2020

 

 

[Opening balance
[Additonal provision during the period
Cilised during the period

[Closing balance

 

 

 

 

 

[Wet to be paid in
“Movement in CSR provision Teast leash
Bi March 2019 | 31 March 2019

 

 

[Opening balance
[Additional provision daring the period
[Cilised during the period

[Closing balance

 

 

 

 

 

 

 

 

 

 

   

 

    

 

 

 

 

 

 

 

Note 45
Additional information required by Schedule IIT to the Act (Rs. in million)
a Aga

arog ge ied Share in profit (1s) sharin Oct Shae total compen le

Parcs
‘Asa % comida
Asa% Asa % comoldated

cout ug) Anne sma | Sarccometeat] mma | otcmpremie | Ama
oo
AGS Tans Teco Lined uism0%] amar 46.40% (2406) sn. 199 29.76% (ay
nian
serra na Lined nave] 16798 21.9% aa sae 1.69 25.4 4005
India Transat Services Lied 47% 268.00 mana a1) 5.09% 126 25.70% (ax
orien
cla Transact Servis Pe Lined
nctaing stp down eda an 10.20% sso oan% (os) 0.00% . oases os
ointn 237%] @.nan.0o] ssi nas) oa) sais. orn)
foal room| 5s io ro) 00% m7 Too eam

 

 

 

 

 

 

 

 

287

 
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 45

Additional information required by Schedule III to the Act (Continued)

(Bs. in million)

 

3H March 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Het amsets Les total assets milous sata ‘Share in profit / (loss) ‘Share in OCI ‘Share in total comprehensive income
Psa Asa i Asa% comotiaed] 4, (Asa% cmaliated] Asa cami |

consolidated assets] 0H cand toss ia profit and loss vinant | totalconprehenive | Amount
[AGS Transact Technol Limited ue] 6a4ra9 ror. 700.87 221%] (0s) 121.7094 700.27
nian
Secrevae tna Limited 2o.ies ana 2.02 16.55 11 oat ae 16.06
indo Transact Services Limited 5.46% 208.12 35.10 0227) am 02) 23.604 (093.39)
Foreign
ctobat Transact Serves Pe. Limited
ncuing ep down subs) and ane stot 22% 123 0.0% - ore 12s
Erinn aps} zara. 4.04 22.04 102.305 22 70% 50.06
Fro 009% sae T0096 Ia ro Pan 100% Tw

(Rs. in million)
SMa

Net ast, otal ies mins al Share in profit (os) Share in OCT Share in ttl comprehensive income

|Particulars As a % consolidated
Asa Asa % comalidated Asa % consalidated

consolidated assets] Amount profit and loss re profit and loss ead tated coamprehenstve ‘Amount
Pre
AGS Transact Technologies Lined zz sont 10.29% sons 26.77% i) 106 574 sar89
adian
Securealve tia Limited naive stoma 72004 son 4652 aso] 7.004 59.02
no Transact Services Limited 9. 490.25 ars 282.34) 70.70% ea] 2.104 asta
Foreign
ctobt Transact Serves Pe. Linited
ican step down ssa) and 1020 sna? arse aan 0.0% - 270 2200
ination seis] 75400] 2.654 023 ses.03 1758 s.r war
Foal 00% ro 003% rom 10% 3a 10% a

(8s. inion
Tarn

RNa iE TO Share in profit (os) Share in OCT Share in ttl comprehensive income

Particulars
‘As a% consolidated
Asa%e Asa % comalidated

ome uy | Amount | M82 comatilatel]  paggy Amourt | totalcomprenensive | Amount
Pare
[Acs Transact Technol Limited uses] agza.e saz an08 26.01% an] rar m9
nian
Secrevae Inia Limited 24704 1049.71 1051 65s 46.504 ws] o.ag wa
Inia Transat Services Limited 6.6 2.86 saat 21470 “523% 073] 21.614 21395
Foreign
top Transact Services Pe. Linited : = 3 ee s : a
(including step down subsidiaries) 9.48%) 02.85 Baas) 2 9.00% N 6
ination sta] aia oon 338 e780 26.66 saw nos
Fro imam em 100% wai FO Ta 10% Ta

 

 

 

 

 

 

 

 

 

288

 
AGS Transact Technologies Limited

Annexure VI: Notes to the Revised Restated Consolidated Financial Information

 

struments ~ Fair values and risk management

A. Accounting classification and fair values
‘The following table shows the carrying amounts and far values of financial assets and financial liabilities, including their levels as presented below. It does not include the fair value Information for financial assets and financial
liabilities not measured at fair value if their carrying amount isa reasonable approximation of fair value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31 August 2021, Carrying amount Fair value Rs, in milion)
Amortised cost FVTPL. Fvoct ‘Total Level 1 Level Level 3 Total
‘Now current nancial assets
Tavestments 0.08 g 0.08 4 0.08 0.08
Loans 0.00" - - : -
Other non-curent financial assets 787.74 2 751.74 3 7587.74 757.74
Current financial assets
Investments 6598.28 = 6598.28 98.28 : 6,500.00 6598.28
‘Trade and unbilled receivables 7,708.61 : 7,704.61 : : :
Cash, cash equivalents and other bank 909.83 909.83 : * *
balances
Loans = x 2 ‘ a
Other financial asses 257.96 2 257.96 _ ‘ é
630.22 6598.28 = 16,228.50 3028 T5774 6500.08, 7356.10,
[Non-current financial Habilties
Borrowings (including current 11,054.79 : 11,054.79, : 411,054.79 11,054.79
‘maturities of long term borrowings)
Lease labiltes 2,744.78 : 2,744.78 : 2,744.78 2,748.78
(Other financial Habiiies 2432 2 242 3 242 2432
‘Current financial Habilities
Borrowings 1.28155, - 1,381.55 : : :
Lease lables 1,363.85 - 1,363.85 : 1,363.85 1,363.85
‘Trade payables 3,910.58 - 3,910.58 - ‘ -
Other financial Habiliies 761.06 = « 761.06 : - -
2240.93, 5 5 21,200.93 zi 1,079.10 £108.68 15,107.74
31. Mareh 2021 Carrying amount Fair value
Amortised cost FVTPL. Fvoct ‘Total Level 1 Level 2 Level 3 Total
Now current financk
Tavestments 793 2 793 793 793
Loans f é é
Cash, cash equivalents and other bank - & . &
balances
Other non-current financial assets 769.22 : 769.22 : 769.22 769.22
(Current financial assets
Investments 9691 96.91 96.91
‘Trade and unbilled receivables 8,008.24 : 8,088.24 : : :
Cash, cash equivalents and other bank 6942.10 : 6942.10 : : :
balances
(Other financial asses 244.10 244.10 “ é é
16,051.59 691 z 16,148.50 9691 769.22 733 Tas
[Non-current financial abilities
Borrowings (including current 8,661.93 - 8,661.83 : 8,661.83 8,661.83
‘maturities of long term borrowings)
Lease labiltes 2507.51 : 2,587.51 : 2,587.51 2,887.51
(Other financial Habiiies 22.46 - 22.46 : 22.46 32.46
‘Current financial liabilities
Borrawsings 3,668.20 - 3,668.20 - : :
Lease labiities 1,305.87 : 1,305.87 “ : 1,305.87 1,205.87
‘Trade payables 4,268.19 . 4,268.19 = s Q
(Other financial Habiiies 209.50 a “ ‘909.50 ‘ é
21,333.56 5 7 21,333.56 = 09829 3,093.38, 1587.7
‘31. Mareh 2020 Carrying amount Fair value Rs, in million)
Amortised cost FVIPL. Fvoct ‘Total Level 1 Level 2 Level 3 ‘Total
‘Nom current financial assets
Investments 2ass : 2355 : 2355 2358
CCash, cash equivalents and other bank : si 7 :
balances
823.80 : 23.80 5 023.80 823.80
Other non-current financial assets
Current financial assets
‘Trade and unbilled receivables 6,159.42 - 6,159.42 ” 7 x
CCash, cash equivalents and other bank "758.80 - 758.00 . * *
balances
Other financial asses 199.03 199.03, - : :
7,968.60 5 z 7,964.60, 5 23.80 255 wa738
[Non-current financial abi
Borrowings (including current 3,408.81 : 3,488.01 5 3,408.81 3,488.81
‘maturities of long term boreowings)
Lease labilities 3,201.88 . 3,281.88 : : 3,281.88 3,201.88
(Other financial Habiiies 102.14 : 102.14 . 102.14 2 102.14
(Current financial liabilities
Borrowings 3,300.07 : 3,300.07 : - -
Lease lables 1519.41 1,519.41 : 1519.41 1,519.41
‘Trade payables 3,621.50 : 3,621.50 a : :
Other financial labiiies 800.78 800.78 * - :
1611459 5 : 16,114.59 : 3,590.95 EXITED) 302.28

 

289
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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 46

Financial instruments — Fair values and risk management

 

 

 

 

 

 

 

31. March 2019 Carrying amount Fair value
Amortised cost FVIPL, Fvoct ‘Total Level 1 Level 2 Level 3 Towa

‘Nom current nancial assets

Other non-curent financial assets 659.1 : 659.31 ” 659.31 2 659.1

Current financial assets

‘Trade and unbilled receivables 5,614.85 : 5,614.85 - - : :

Cash, cash equivalents and other bank "381.06 - 381.06 . - - -

balances

(Other financial asses 138.70 138.70 zs z a Z

6793.92 5 z 5793.92 5 C931 5 aa

[Non-current financial abilities

Borrowings (including current 3.21661 - 3,216.61 : 3.21661 : 3,216.61

‘maturities of long term boreowings)

Lease liabilities 3,566.46 : 3,566.46 “ 3,566.46 3,566.46

Other financial Habiliies 65.04 : 65.04 : 65.04 _ 65.04

‘Current financial liabilities

Borrowings 2,859.09 : : 2,959.09 : : : :

Lease lables 141087 1410.87 : - 1410.87 141087

‘Trade payables 3,692.97 2 3,692.97 - 2 Z

(Other financial Habiliies 486.36 496.36 2 2 “ e
15,297.40 5 7 15,297.40 z 320165 EXED 3258.98,

"Notes:

 

4. The fir value of cash and cash equivalents, other bank balances, curren trade and unbilled receivables, trade payables approximated thelr carrying value largely due to short term maturities ofthese instruments

'b, Measurement of fale values: The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by val

  

jon technique

Level 1: Quoted (unadjusted) prices in active markets for identical assets or abies
= Level : Other techniques for which all inputs which havea significant effect on the recorded fair value are observable, ether directly ot indirectly

= Level 3: Techniques which use inputs that havea significant effect onthe recorded fair value that are not based on observable market data

‘The fllowing table shows the valuation techniques used in measuring Level 2 and Level 3 fai values, as wells the significant unobservable inputs use.

‘Type

Valuation technique

 

Forward contracts

Long term borrowings

Lease liabilities

Long term financial assets

lnvestments in CPS.

"The fale Value ofthe forward contract is determined with reference (othe forward exchange rate applicable as ofthe reporting date For the residual maturity ofthe contract being valued

‘The fair value of Long term borrowing is determined using discounted cash flow analysis. The valuation model considers the present value of expected receipt/payment discounted using
appropriate discounting rates,

‘The fair value of lease Habllities is determined using discounted cash flow analy
appropriate discounting rates,

 

is. The valuation model considers the present value of expected receiptipayment discounted using

   

‘The fair value of Long term finan
appropriate discounting rates.

assets is determined using discounted cash flow analysis. The valuation model considers the present value of expected receipt discounted using

  

‘The fair value of investments in CCPS fs based on the fair value of the underlying investments held by the investee company. Certain investments are valued following the income
approach valued by using discounted cash flows method and other investments valued by using the market approach using the valuation multiple of comparable global listed companis

With similar business operations.

290
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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 46
Financial instruments — Fair values and risk management

BB. Financial risk management
‘The Group has exposure tothe following risks arising from financial instruments:
+ Credit isk

+ Liquidity sk ; and

+ Market risk

4. Risk management framework
‘The Company's Board of Directors has overall responsibilty forthe establishment and oversight of the Group's risk management framework

‘The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor rsks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Group's activities

Hi Credit risk
Credit risk isthe risk of financial loss to the Group if a customer or counterparty to 2 financial instrument fails to meet its contractual obligations, and arises princ
Jnvestments. The carying amounts of financial assets represent the maximum credit risk exposure.

ly from the Groups receivables from customers and

   

‘a. Trade and unblled receivables
‘The Group has a policy under which each new customer Is analysed individually for creditworthiness before offering credit and delivery / service terms and conditions. The Group makes specific provisions against such trade
receivables wherever required and monitors the same at periodical intervals.

(Credit isk from trade receivables is managed through the Group'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 Group extends credit inthe normal course of business, Outstanding customer receivables are regularly monitored. Based on prior experience, the portfolio of customers and an assessment of the curent
economic environment, management believes there is no credit risk provision required. Also, Group does not have any significant concentration of credit risk

 

‘The fllowing table provides information about the exposure to credit risk and expected credit loss for trade receivables:
(Bs. in milton)
‘Gross carving amount

 

 

Particulars ‘31 August 2021 31 March 2021 31 March 202031 March 2019

Not due Past due 0-180 days 6,047.40 647955 4807.97 $ad1 a6

More than 180 days 1,657.21, 1,608,66 1,351.45 1,173.39
7,704.61 2,008.24 6,159.42 5,618.05

 

‘The carrying amounts of the trade receivables include receivables which are subject to factoring arrangement aggregating to Rs 381.49 milion (31 March 2021: Rs, 360.42 milion, 31 March 2020 Rs,143.26 milion and 31
March 2019 Rs. Nil). The amount repayable under the factoring arrangement is presented in secured borrowings.
‘The amounts reflected in the table above ate not impaired as atthe reporting dates. The allowance for expected credit loss i nil and there are no trade recelvables which have significant increase incre risk.

. Cash, cash equivalents and other bank balances
‘The Group held cash and cash equivalents and other bank balances of Rs. 909,83 millon (31 March 2021: Rs, 6,942.10 milion, 31 March 2020: Rs. 758,80 million and 31 March 2019 Rs. 380.06 milion) The cash and cash
‘equivalents are held with bank and financial institution counterparties with good eredit ratings.

 

291
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Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 46
Financial instruments — Fair values and risk management

 

yidity risk
Liguldty risk is dhe risk that dhe Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are seed by delivering cash or another financial asset. The Group's approach to managing
liquidity rsk is to ensure, as far as possible, that i will have sufficient liquidity o meet its Habilites when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Group's reputation.

‘The Group alms to malnwain the level ofits cash and bank balances at an amount in excess of expected cash outflows on financial abilities (other than trade payables) aver the next six months. The Group also monitors the level
of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial lables.

‘The following ae the remaining contractual maturities of Financial labiles atthe reporting dae, The amounts are gross and undiscounted, and include contractual interest payments.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contractual cash flows, (Bs, in million)

‘Bi August 2027 “Gross carrying Total Upto year TS years More than

‘Non derivative nancial Wabiltes

‘Term loans from banks and others 11,054.79 16,068.36 3,286.71 11,566.22 121543,

(including current maturities of long

term borrowings)

Short-term loans/working capital loans 1,281.55 1,381.55 1,381.55 ‘ *

Lease liabilities 4,108.63 5149.23, 1,368.70 3,324.21 486.32

‘Trade payables 3,910.57 3910.57 3910.57 - -

Other financial abies 785.38 787.59 769.01, 18.50 -

Toul 21,200.92 27,297.30, 1071654 14,909.01 Los
Contractual cash flows (Bs. in million)

‘Bi March 2021 “Gross carrying Total Up tot year TS years ‘More than

‘Non derivative financial labilites

‘Term loans from banks and others 8,661.83 15,998.82 311601 10,799.48 2,083.33

(Goctuding current maturities of long

term borrowings)

Short-term loans/working capita loans 3,668.20 3,668.20 3,668.20 2 7

Lease liabilities 3,893.38 4843.31 1,305.87 3,122.08 415.35

‘Trade payables 4,268.19 4268.19 4,268.19 = .

Other financial Habiliies 809.50 812.90 785.02 27.88 4

Toul 21,301.10 295591.42 1163.29 13,949.45 2,498.68

tractual cashflows (Bs. in million)

‘Bi March 2020 “Gross carrying Total ‘Up tol year 1-5 years More than

‘Non derivative nanclal labilities

‘Term loans from banks and others 3,488.81 5,387.72 1,502.98 3,897.76 46.99

(Gocluding current maturities of long

term borrowings)

Short-term loans/working capita loans 3,300.07 3,200.07 3,300.07 2 7

Lease labilities 4,901.29 6,101.06 1,519.41 3,994.19 587.46

‘Trade payables 3,621.50 3,621.50 3,621.50 E :

Other financial abies 800.78 850.96 800.78 so.ta :

Toul 76,012.45 T.261.31 10,744.74 7g02.13 was
Contractual cash flows (Bs. in million)

Bi March 2019 “Gross carrying Total Up tol year TB years ‘More than

‘Non derivative financial Wabilites

Term loans from banks and others 3,216.61 5,580.58 1,888.59 3,691.99 .

(ocluding current maturities of long

term borrowings)

Short-term loans/working capital loans 2,859.09 2,889.09 2,059.09 s 7

Lease labiltes 4977.33 6451.15 1,410.87 4,203.03 837.25

‘Trade payables 3,692.97 3,692.97 3,692.97 2 v

Other financial Vabiliies 486.36 566.40 486.36 80.04 z

Toul 15,232.36 19,150.19 10,337.88 7,975.06 was

 

‘The Group bas secured bank loans that contains a loan covenant. A future breach of covenant may require the Group to repay the loan earlier than indicated in the above table
‘The imerest payments on Varlable interest rate loans in the table above reflect matket forward interest rates atthe reporting date and these amounts may change as market interest rates change.

 
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 46
Financial instruments — Fair values and risk management

i, Interest rate risk

lInrest rate risk i the risk thatthe fair value or future cash flows of a financial instrument will uct

 

because of changes in market interest rates, Interest rat risk can be elther fair value interest rate risk or cash How interest
ir value Imerest rate risk s the rsk of changes in fair values of fixed interest bearing instruments because of fluctuations in the interest rates. Cash flow interest rate rsk isthe risk that che future cash flows of floating
Jnterest bearing instruments will actuate because of fuetwations inthe interest rates,

"The management is responsible for the monitoring ofthe Group's inerest rate position. Various variables are considered by the management in structuring the Group's borrawings to achieve a reasonable, competitive, cost of
funding, The Group uses cross-currency swaps to hedge the Inceres rate of External Commercial Borrowings.

 

rate risk

‘The imerest rate profile of the Group's interest-bearing Financial instruments as is as follows:
(in milion)

 

 

 

 

 

3 August 202131 March 2021 31 March 2020 Bi March 2019

Fixed rate instruments

Finanelal assets - - .

Financial abilities (6,473.95) (6.346,00) (704.75) (470.49)
(6473.95) (6346.00) (704.75) (470.48)

Variable rate instruments

Financial assets 7 .

Financial liabiites 5,962.39) (5,984.03) (6,084.13) (5,605.22)
(6,962.39) (6,984.03) (6,084.13) (6,605.22)

 

Fair value sensitivity anal

 

‘The Group's fixed rate borrowings are catred at amorised cost, They are therefore not subject to interest rate risk as defined in Ind AS 107 Financial Instruments: Disclosures, since nether the carrying amount nor the future
cash flows will fluctuate because ofa change in market interest rates.

 

‘Cash flow sensi

 

ty analysis for variable rate instruments,

‘A reasonably possible change of 100 basis points in interest rate would have resulted in varlation in the interest expense forthe enity by the amounts indicated inthe table below. This analysis assumes tht all other variables, in
particular foreign currency exchange rates, remain constant, This calculation also assumes thatthe change accurs atthe balance sheet date and has been calculated based on risk exposures outstanding as at that date. The year
fend balances are not necessarily representative ofthe average debt outstanding during the yeu.

Gn milion)

 

particulars Profit or (Loss)

 

ToObps increase ToObps decrease
lat August 2021,

Variable rate instruments
Icash flow sensitivity 69.62) 59.62
(3.0) 59.62

 

 

[ai March 2021
Variable rae instruments
cash flow sensitivity 69.84) soa
(G3.84) 30.84

 

 

[ai March 2020
Variable rate instruments
cash low sensitivity (60.84) sos
(60.84) 0a

 

 

[ai March 2019
Variable rate instruments

cash low sensiivty (66.05) \5
(66.05), 36.05

 

 

 

 

 

 

294
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 46
Financial instruments — Fair values an

 

isk management

Market risk
Market risk is the risk that changes in market prices ~ such as foreign exchange rates, inerest rates etc. — will affect the Group’s income or the value ofits holdings of financial instruments. The objective of market risk
‘management is to manage and control market rsk exposures within acceptable parameters, while optimising the return, The Group uses derivatives to manage market risks

 

 

a. Currency ris
‘The functional curreney of the Group is INR. The Group is exposed to cure
currency. The Group uses forward exchange contracts to hedge is currency risk on borrowings, most with

 

risk tothe exten that there is a mismatch between the currencies in which sales, purchases and borrowings ate denominated and the funcional

 

 

maturity of less than one year from the reporting date.
Exposure on trade receivables and trade payables is unhedged. The Group manages itself against currency rsk of External Commercial Borrowings by entering into cross-currency swaps.

‘The summary quantitative data about the Group's exposure to currency risk is as follows (the amounts below have been presented in the respective foreign currencies}

in million)

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

Bi August 2025 usp EUR PY sGD ‘NZD
‘Financial assets (A)
“Trade and other receivables 2.04 oor oor : 0.03
2.04 oor 0.01 : 0.03
nan tes (B)
‘Trade and other payables 064 0.70 : 0.36 .
Term loan (‘ECB’) 25.00 e - :
Ingerest and other charges on term loan 0.06 f a Z
CECB)
Less: Forward Contracts (25.06) : : x x
0.64 070 : 036 z
Net exposure (AB) a0 TO} oot 5) m7
(in million)
34 March 2021 usb EUR IPY SGD ‘NZD
‘Financial assets (A)
‘Trade and other receivables 167 oon 1.06. z a
167 or 1.06. = a
Financ tes (B)
‘Trade and other payables 0.68 070 2% oat -
Term loan (‘ECB’) 8.00 z . : 2
Interest and other charges on term loan 0.09 . = “
CECB)
Less: Forward Contracts (03) : : : -
074 70 é oar :
Net exposure (A-B) oH (0) 106 ey 5
Gin milion)
ch 2020 usp EUR 2Y GD ‘NZD
assets (A)
‘Trade and other receivables 2a7 oot 184 0.00 0.00
2aT, 01 7 0.00 0.00
tes (B)
‘Trade and ather payables ost 0.70 * * 7
Buyer's credit 067 . « - :
Foreign currency non-resident Lao - . - :
CFCNR’) loan
Ingorest on FCN 0.02 : E . ‘i
Less: Forward contracts 2.10) E a : 5
050 070 z z =
Net exposure (A-B) La oy 184 0.00 0.00
in milion)
i March 2019 usp EUR WY saD ‘NZD
"Financial assets (A)
‘Trade and other receivables 67 0.02 2% é =
067 0.02 = z z
Financial abilities (B)
‘Trade and other payables 256 126 “ * “
Buyer's credit # . : :
Foreign curtency non-resident 7" - - :
(CFCNR’) loan |
lngerest on FCNR : - : 4
Less: Forward contracts 5 - : 7
256 126 z = zi
Net exposure (A-B) (89) 29) : : z

 

‘The following significant exchange rates have been applied in respective yeas:

 

Currency SL August 2021 31 March 202131 March 2020 31 March 2019
UsD Tals 73.50 75.39) ai?
EUR 86.53 6.10 83.05, 77.0
BY 0.66 0.66 0.70 Na,
scD 54.63 5453 5294 51.23
NzD. 51.37 NA NA NA

 

 

‘A reasonably possible strengthening (weakening) of the Indian Rupee against USD, EUR, SGD, JPY and NZD at reporting date would have affected the measurement of financial instruments denominated in foreign currencies
and affected Revised Restated Consolidated Statement of Profit and Loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of
Forecast sales and purchases.

 

 

 

 

in milion)
‘3H August 2021 ‘31 March 2021 ‘31 March 2020 ‘31 March 2019
Effect in INR. Strengthening Weakening Strengthening Weakening Strengthening Weakening Strengthening —_ Weakening
5% movement
usb 6.12) 5.12 @.40) 3.40 ay 6a1 654 (654)
EUR 299 239) 297 97 2.88 288) 4.82 (amy
BY - (0.04) 0.04 (0.06) 0.06 : :
scp asa (038) 030 (0.20) : : é
NzD. (0.08) 0.08 é z a : -
(23) 1.23 way 07 Ga) Ex) T36 39)

 

293
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information
Note 47

Capital management

‘The Group's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The primary objective of the Group's Capital
“Management is to maximise shareholders value.
‘The Board of Directors seeks to maintain a balance between the higher returns that might be passible with higher levels of borrowing and the advantages and security afforded by a sound capital position.

‘The Group monitors capital using a rato of adjusted net debt to total equity. For this purpose, adjusted net debt is defined as total liabilities comprising interest-bearing borrowings (Including Non Convertible Debentures)
and lease liabilities, less cash, cash equivalents, other bank balances, non-current margin money and) Investment in Quoted Mutual Funds and current investment. Total equity comprises of all components of equity.

"The Group's adjusted net debt to equity ratio is as follows:
(Rs. in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars BL August 2021] 31 March 2021 31March 2020] 31 March 2019]
Non-carrent borrowings 8887.18 e683 348881 321661
[Current borrowings 3,549.16 3,668.20 3,300.07 2,859.09
Non-curren lease liabilities 2,744.78 258751 3,281.88 3,506.46,
Curren lease liabilities 1,363.85, 1,305.87, 1519.41 1,410.87
Gross debt 16,544.97 16,223.41 11,590.17 11,053.03
Less : Cash, cash equivalents and other bank balances (909.83) (6,942.10) (738.80) (381.08)
Less : Margin money (non-current) (227.12) (211.80) 31.11) (40.49)|
Less - Investment in Quoted Mutual Funds (98.28) (98.3) : -

Less - Current Investment (6,500.00) : :

[Adjusted net debt 8,809.74 8972.60, 10,600.26 10,631.48
[Total equity Sagas 550662 490955 A294
[Adjusted net debt to equity ratio Tez iat za 250

 

“The Group has provided the definitions of adjusted net debt and ‘otal equity because they are aiemative performance measures and are not defined in Ind AS,

Following the adoption of Ind AS 116 - Leases, adjusted net debt to equity rato has increased due to inclusion of lease liabilities,
"The Group raised funds from outside India amounting to USD 25 million under External Commercial Borrowings (ECB) in accordance with the approval granted by Reserve Bank of India under automatic route and is in
conformity withthe applicable ECB Guidelines. The tenure of the facility is 4 years

During the year ended 31 March 2021, the Group had issued 12% rated, secured, Non Convertible Debentures ("NCD") on a private placement basis aggregating Rs. 5,500 million. The Debentures ae listed on National
Stock Exchange as at 26 March 2021. The tenure of the NCDs is 6 year.

295
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 48
Segment information
Ind AS 108 establishes standards forthe 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 Group’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 lengths 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
"The Group's business segment have been divided into three business verticals - Payment Solutions, Banking Automation Solutions and Other Automation Solutions.

Payment Solutions ~ Comprises of ATM outsourcing and managed services, cash management services, intelligent cash deposit machines (CDs), Digital payment services which includes toll and transit solutions, Fastlane, transaction switching service, services through point of sale
(POS) machine and agency banking.

Banking Automation Solutions ~ Comprises of sale of ATM machines and cash recyclers, currency technology products and self service terminals, related services and upgrades.

Other Automation Solutions ~ Comprises of sale of machines and related services to customers present in the Retail, Petroleum and Colour sectors

296
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 48
Segment information (continued)

‘Segment information based on business segment as at and for the years/period ended 31 August 2021, 31 March 2021, 31 March 2020 and 31 March 2019

(Rs. in million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘31 August 2021 ‘31 March 2021 ‘31 March 2020 31 March 2019
a Banking ‘Other Banking Other Banking ‘Other Banking | Other
Payment | Automation | Automation Payment | Automation | Automation Payment | Automat Automation Payment | Automation | Automation
Solutions | __ Solutions Solutions Total Solutions | Solutions | _ Solutions ‘Total Solutions | Solutions | Solutions | Total | Solutions | Solutions | Solutions Total

[Revenue

External revenue 513.11 1045.44 seo.os] 7.53859] 13,505.83, 1,602.78 2,485.26 | 17,593.87 | 13,70430 241523] 2u1141] 1901094] 12,778.15] 2,562.17] 2,818.29 10,158.61
Inter Segment Revenue : (as9)| (459) : (a4 (4.43) - sn sn : 101.19) - (201.19)
[Total revenue 50a 7000.85 e004 | 753400 | 13,505.83 759835 2485.26| 17,509.44 | 13,76430, 2iva72| 2a | _iaoaaa | W77815| _aaco9e | 2arw29 18,057.42
segment results 1,023.23 381.73 aio1| 1,446.87 2,998.75 132.63 118.15 3,249.53 | 3,290.06, 250.96 70.76] 3611.78) 2,749.44 2o324] 218,74 3,261.42
Less: unallacated expenses 619.63 1,476.72 1443.36

|Add: other income 89.04 "382.08 "330.83

Less: finance cost 971.28 1,330.62 1,304.01

[Profit before tax 5.00) 2427 119524 78.89
Less: tax expense 126.05, 276.35 365.10 126.95
[Profit or the year 8.05) a7 wo 6194
segment assets 15,168.90 2,162.38 1351.50 / 19,682.79} 15,756.45, 2.01287 ysa591] 19,315.23 | 15,609.60 1996.17) 1369.44] 18,975.21) 13,530.46] 2,480.00) 1,428.68, 17,439.14
Unallocated assets 10,487.54 9,823.09 3,438.74 3,105.12
[Total assets 5168.90 i039 Tasis0] 270 [1s 76s 201za7 Tsar] 2a,13632 | 15,600.60 ioe | ieee | aiaes | asses | 2a [Laas BOSH
segment liabiies 7,012.94 672.98 593.7) 9,279.69 7,396.43 915.42 1,104.73 gaiese | 7,502.90 911.60 saa67] 9.95917] 7,735.36 corse} 631.57 8,968.39
Unallocated labilies, 15,453.29 14,135.12 8,465.23 7,326.53
[Total abies 7012.94 72.98 59.77 [23,732.98 73063 315A i073 | —__23551.70| 7,502.90 11.60 Saao7 | 17.4240 [7,735.36 Lae | 7 1629492
capital expenditure 196.04 rasa Dart 249.19 946.99 9a91 7463 1iziaa | 2,153.69 6107 gras] 2.31222] 1.51605 18.1 12051 1.76467
Unallocated capital expenditure 242 24.98 67.46 Soa
[Toval T960e eae BAT BLL 3689 3991 Ta Tea | 21568 o7 3746 | 2379.08 | 51605 eat | 057 Tosa
Depreciation 890.78 52.5 18.64 951.57 2,258.15 12525 46.98, 2,430.38 | 2,099.08, 13352 aa) 2200.71] 1,984.69 127.34 49.55 2,061.58
Unallocated deprecation 642 166.10 165.94 211.67
Non cash expenditure 2 on 629 651 : 1.99 cosy 1.40 : : 212 813 29.25
[Toral 80.78 S227 25.03 | 1,022.90 2258.15, 724 4637 2,597.08 | 2,098.08 13352 aati | 244665 | in8a.69 18.46 57.68 2302.50

 

The Group has provided the definition of ' Segment results’ because itis alternative performance measure and its not defined in Ind AS.

Information about major customers
For the period ended 31 August 2021

 

Revenue from two external customers based in India, covered across segments aggregating to Rs. 1,118.87 million and Rs, 974.48 million respectively represented more than 10% of the Group's total revenue from operations

For the year ended 31 March 2021:

Revenue from two external customers based in India, covered across segments aggregating to Rs. 3,134.11 million and Rs. 2,542.99 million respectively represented more than 10% of the Group's total revenue from operations.

For the year ended 31 March 2020:

Revenue from two external customers based in India, covered across segments aggregating to Rs. 3,926.26 million and Rs, 2,438.01 million respectively represented more than 10% of the Group's total revenue from operations.

For the year ended 31 March 2019:

Revenue from three external customers based in India, covered across segments aggregating to Rs. 3,907.24 million, Rs. 2,233.81 million and Rs. 2,021.26 million respectively represented more than 10% of the Group's total revenue from operations.

297

 
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 49
Related party transactions

‘A. Related parties

Key Management Personnel and Relatives

Mr. Ravi B. Goyal Executive, Chaieman & Managing Director
Mr: Badrnaain K Goyal [Non-executive Non Independent Director / Father of Mr. Ravi B Goyal 06 June 2021)
Mr. Vinayak Goyal Executive Director (w.e06 June 2021)

Mrs. Anupama R. Goyal "Non-executive Non Independent Director / Wile of Mr Rav B. Goyal

Me. Sudip Bandyopadyay Non-executive, Independent Director

Mr: Bare Sah NNomexecutve, Independent Direc (ill 14 May 2018)

Mr. Vijay Chugh Non-executive, Independent Director

Me Jagdish Capoor NNor-execuve, Independent Director (ill 2 January 2019)

Mr-D. Sivanandhan [Non-executive Independent Director (ill 16 December 2019)

Mr: Rahul N Bhagat NNomexccuive, Independent Director

Mr. Subrata Kumar Mitra Non-executive Independent Director (we $27 July2021)

Me. Kiran B. Goyal Brother of Mr, Ravi B, Goyal

Mr. Karthik Srinivasan Non-executive, Nominee Director (we. 31 Octber 2017 ill 12 Apri 2018)

Mr: Puneet Bhatia Now-exccutve, Nominee Director (we. 16 Octaber 2017 all 12 April 2018)

Mr. E1 Khoury Ricardos Director and Chief Executive Otficr of Novus Technologies Pe Lid

Mr. Ariel Gumabao Executive Director of Novas Transact Philippines Corporation

Mr. Mebernash Parekh Executive Director of Securevale India Limited

Me: Shallesh etry “Managing Director Securevalue India Limited (w.e.01 Apel 2019)

Mr. Stanley Johnson P Executive Director (w.e9 June 2021) (eer note (3) below)

Enterprises owned or significantly influenced by key management personnel or their relatives
Advanced Graphic Systems

Filloa Technologies India Private Limited

Instruments Research Associates Private Limited

Aries Management Services Pre Lid

Vineha Encrpiss Private Limited

\Wow Food Bands Private Limited

I.Nova Digital Perkasa (Associate (we. 29 January 2020)
AGS Community Foundation (wef 24 September 2019)
Ravi Goyal Family Trust (wef 7 June 2019)

Anupama Goyal Family Trust (we 7 June 2019)

iran Goyal Family Tras (wef 7 June 2019)

Vinayak Goyal Family Tas (w.ef 7 June 2019)

B, Details of trans

 

2s with related partes including disclosure required under Section 186 (4 of the Companies Act, 2013 fe

 

toans, investments and guarantees

(2s. in milion)

 

 

 

 

 

Particulars “Transactions forthe “Amount receivable (payable)
vyear/period ended ‘Asat
SH August 2001 [Si March 2021 [31 March 2020 [31 March2019 | S1Auguso02i [i Marchouei [ 31 March2020 [ 31March 2019

Sales of goods, sofware Hcense and sevices
Advanced Graphic Stems 2 “ 0.00" : - :
nsiuments Research Associates Private Limited 0 130 236 Le 72a] 64 2720 29.56
Filla Technolgies India Private Limited 2.06 536 574 138 145 170 138 026
PTNova Digital Perkasa soa 038 221 z soa 221
Purchase of goods and services
instruments Research Associates Private Limited 2 S64 toas 4a7 sat 2 1099) 29
Filla Techaoiogies India Private Limited on Las 207 164 (oa) 038) :
AGS Communi Foundation : sa : : : - :
Reimbursements of expenses
Filla Techaologis india Private Limited 0.06 07 0.08 007 : - - on
nsiuments Research Associates Private Limited = : oat 0.20 = : 030
Advanced Graphic Systems 024 oar 054 038, 163 129 om om
Wow Food Bands Private Limited 3 . om & - om
Dividend Paid
Mr. Ravi B. Goyal 3 ‘ 66.46 “ & - - -
VinchaEmenpises Private Limited - : 51.05 : : - :
Me. Badrnarain K Goyal : . 075, z : Z 3
Mes. Anupama R. Goyal - z 00+ 7: . - 7 2
Ravi Goyal Family Trust : - 0.00 : : : :
Anupama Goyal Family Trust - i 00+ 2 2 2 3

Goyal Family Trust - é 0.00 s . : 7 2
Vinayak Goyal Family Tse, 2 “ 00+ : : : - :
Remuneration (refer note 1 below)
Mr. Ravi B. Goyal 10.00 2400 24.00 2400 oss] os] re) 130)
Mr. £1 Khoury Ricardos 1522 4726 52.69 5245, 6.00) 602) 1350) a)
Me Ariel Gumabao 159 394 372 007 (0.09) : = Z
Mr. Shllesh Shetsy 439 hi29 rst . L 230] 638) :
Me. Mehernosh Parekh 286 745 765 677 : 19 (20) (0.89)
Me. Vinayak Goyal 163 : : 2
Mr. taney Johnson P a4
Deposits given(repaid)
Me: Ravi B. Goyal 2 2 : 25.00 25.00 25.00 25.00
Mes. Anupama R. Goyal - . a 200 200 2.00 2.00
Mr Ariel Gumabao : : : : 0.06 006 00
Rent expenses
Mes. Anupama R. Goyal ose 240 210 210 026] 039) 7 (0.19)

 

 

 

 

 

 

 

 

 

 

298

 
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 49
Related party transactions (continued)

 

“Transactions Tor the ‘Amount receivable (payable)
Particulars vear/period ended ‘Asat
Bi August 2001 [Si March 2021 [31 March2020 [31 March2019 | SiAugus20ei [ 3iMarchoui [ 31 March2020 [31 March 2019

 

 

 

Professional fees
Me. Kran Goyal 2.00 420 490 480 79] az (03) (0.86)

Loan taken/repaid)
Mr. £1 Khoury Ricardos 3 2767 - 2.2) easn) 69.06) 6716)

tavestments
P-Nova Digital Perkasa 2 - 32.40 : z a
AGS Communi Foundation 2 2 0.08 3 . ‘
VinehaEmenpises Private Limited 6500.00 : : : : :

Director’ sitting fees

 

Me. Sudip Bandyopadyay 170 Lis 2s. 1.00 out (038) .
Me. Vijay Chugh 160 13 170 on ou (013) :
Me Jagdish Capoor S on : a
Me. Sivanandhan : : 070 035, : :
Me. Rahul N. Bhagat 165 Lis 93 03s os (033) 3
Me. Subrata Kumar Mita 035 : 2 f

Commission to directors

Me. Sudip Bandyopadhyay 2 350 350 2.00 = 50 G50) 5
Mr. Vijay Chugh - 350 350 2.00 X= G50] G50) :
Me Jagdish Capoor - - 2.00 : - :
Me. Sivanandhan i é 350 2.0 = 250) E
Me. Rabul N Bhagat 2 350 350 2.00 - 50 G50) :
Me. Bara Sa : : 2.00 : : :

Me. Subrta Kumar Mixa 2 2 : : i Z

 

 

 

 

 

 

 

 

 

 

* Amou lessthan Re 0.07 Talon

(€ /The following are the details ofthe transactions eliminated as per Ind AS 24 read with SEBI ICDR Regulations forthe five months period ended 31 August 2021 and years ended 31 March 2021 ,31 March 2020 and 31 March 2019:
(2s. in milion)

 

 

 

 

“Transaction forthe "Amount receivable (payable)
Particulars ‘eariperiod ended ‘Asat

AGS Transact Technologies Limited ‘31 August 2021 [31 March 2021 | 31Mareh 2020 | 31 Maren2019 | 31 August 2021 | 31Mareh 2021 [31 Maren2020 [31 March 2019
Sales of goods, sofware license and sevice

Securevaue India Limited a9 970 27.06 ua.28 mast 66.16 35.28 a7
nda Transact Services Limited 1093 wg ae nas 262 7355 4579 1886
Novustech Transact Lanka (Private) Limited z 807 016 256 : 2
Novus Technologies (Cambodia) Company Limited : = 37 09 S Z
Novus Technologies Pe. Lid, 1050 : : wos0 : :
Purchase of goods and services

Securevalue India Limited aoe 2012.04 192328 170273 (125139) 79) 62520) 747.00)
nda Tranect Services Limited 26118 2260 20688 1455 (14776) 6739) (9.73) 135,
Reimbursements of expenses

Securevalue India Limited 1758 753 2060 nas : - -
nda Transact Services Limited ‘410 666 210 178 i tra
Interest income

India Transact Services Limited 0.42 897 2.00 150 2 2 2
interest paid

India Transact services Limited : - 020 : - -
avestments

Global Transact Services Pe. Lid 2 - sast 2 “ = g
inca Traneaet Services Lited™ 008 026 0085 lay 2 s z
Securevalue India Limited 049 074 1.09 7a0.a1 " ‘ "
Loan given

nda Transact Services Limited oan ase 00.00 sa05, = 25.05 a
Loan taken

India Transact Services Limited : - na75 : - -
Loan repaid

nda Transact Services Limited 3 11875 & -
Repayment of Loan given

nda Transact Services Limted*™* soe - 00.00 200.7 z a
Secirevalue India Limited : : SLA? : : :
Employee Stock Option scheme expense

nc Transact Services Limited 049 1.88 a 4a1 “ : 4a1
Secirevalue India Limited 24 80 ‘408 22 Z 2
Novustech Transact Lanka (Pivate) Limited 028 027 0.46 z ost 027 0.6 5
Novus Technologies Pe Lid on 039 2.0 16 166 029 200 as

 

 

 

 

 

 

 

 

 

 

Note:
|The above remuneration excludes gray, leave encashment and ther beefs for which separate actuarial valuation snot available

2. Refer note with respect to IPO expenses

53. The appointment is effective post 31 March 2021 and hence wansactons during the previous year balances as athe yearend have not been disclosed above.

4 Refer note 15 (9,

5, Personal guarantee for NCDs by Mr. Ravi Goyal refer note 17 (2) and (3)

6. Terms and condton of wansation wih related parties-all the sansctons with elated partis are atthe arms length price and all he oustanding balances are unsecured

7, Guarantees outstanding a on 31 August 2021 aggregating to Rs142, 81 milion (31 March 2021: Rs, 166.45 milion, 31 March 2020: Rs.212.09 milion and 31 March 2019: Rs5@1.12 milion) is given by the Company on behalf of subsidiaries for
acquiring propery, plant and equipment and meting the working capital requirements. While tbe Company his not charged any commission in relation to such guarantees, the amount represents accounting adjustments recognised in accordance with
requirements of Ind AS 109 "Financial Instrument

8 During he period ended 31 August 2021, the Company ha ceived Goverment cashless incetve amounting to Rs, 348.15 mili (31 March 2021: Rs, 552.64 milion, 31 March 2020; Rs.382:39 milion and 31 March 2019: Rs, 189.78 milion)
subsequenly the se has been passed to one of is subsidary India Transact Services Limited as pr the contract.

299
AGS Transact Technologies Limited
Annexure VI: Notes to the Revised Restated Consolidated Financial Information

Note 50
“There are no significant subsequent evens that would requ adjustment or dlclosures inthe Revised Restated consolidated financial Information.

NoteS1
Five months period ended 31 August 2021:

|n March 2020, the Work! Health Organsston declared COVID-19 to bea pandemic and several restrictions wete imposed by Governments across the globe on travel, goods movement and transportation considering public health and safety measures
‘The management believes that COVID-19 will impact the Companys business in the short-term, but it doesnot atciate material risk to its business prospects over the medium to long term asthe lockdown resctons are gradually removed by the
government The Group has incurred Ios afer tax forthe five months period ended 31 August 2021 of Rs. 11.05 milion. The Group has noted reduction in ransaction revue related to ATM ousourcing business as compared to previous periods due to
the second wave of pandemic lockdown, an further witnessed delays in is wade receivables collection and higher interest outgo on borowings, thereby leading toa delay ins remitance non-payment of abilities including goods and sevice tax (GST)
‘des and consequential inactivation in erin states. Management reassessed its busines forecasts and cash forecasts and donot expect 2 material impact inthe long tem based onthe increas in wansactin levels curenly amicipated and new services|
‘omracted with customers a those inthe pipeline. The Greup expects it wil genecatesufcien casilows from operating activites including trough higher collections and avaliment ofan ational line of credit. The Group has accordingly assesed that
ie willbe able meet ts abies, incading its statutory dues as and when they fll de for repayment in the foreseeable fur, The Group also expect o nance is acquisition of fixed astts though debt financing as hs been the casein pas yeas
“Management expects to make profits and have concluded thatthe Group has sufficient resources to continue asa going concer. The Group has considered internal and externa information whl assessing recoverability ofits asses disclosed in these
revised restated consolidated financial information up to the date of approval by the Boar of Directors. The impact ofthe glabal health pandemic may be diferent rom that estimated as atthe date of approval of these revised restated consolidated nancial
information andthe Group wil comiue to closely monitor any material changes o fue economic conditions.

Year ended 31 March 2021:

| March 2020, the World Health Organisation declared COVID-19 tobe a pandemic and several restrictions have been imposed by the Governments actos the globe onthe travel, goods movernet and wansportation considering public health and safety
measures. Considering the Group's actives are clasitied as an ‘essential services’, management believes thatthe impact ofthe pandemic may not be significant. As of toda, services remain operational, following enhanced internal safety guidelines. The
‘Group hs considered internal and external information while assessing recoverability of is assets isloed inthe financial statement upto the date of approval ofthese financial statements bythe Board of Directors. Management has aso considered the
impact of COVID-19 on the busines forthe foreseeable future and have concluded tha the Group has sufficient resources to continue asa going eancem. The impact of the global health pandemic may be diferent from that estimated as tthe date of
approval ofthese consolidated financial statements and the Group will continue a closely monitor any material changes to fuure economic condins.

Year ended 31 March 2020:

| March 2020, the World Healih Organisation declared COVID-19 to be a pandemic and several restrictions have been imposed bythe Governments across the globe onthe wave ods movement and wanspertation considering public heaih and safecy
measures. Considering the Group's activites are clasified as an ‘essential services, management believes thatthe impact ofthe pandemic may not be significant. As of toda, services remain operational, following enhanced internal safety guidelines. The
Group has considered internal and extermal information while assessing recoverability of is assets dlsclosed in the facial statement upto the date of approval ofthese Rnancial statements by the Board of Directors. Based on such assessment and
sidering the current economic indicators, the Group expect to recover the carying amount ofthese ase, The current ables ofthe Group ae in exces ofthe current asses by Rs. 1,329.8 milion, on account ofthe curent potion of Lease Liability
recognized under Ind AS 116 aggregating Rs 1,519.41 milan. Manggement has also considered the impact of COVID-19 a the business forthe foreseeable future ad have concluded ta the Group has sufficient resources o continue 3 2 gong concern
“The impact of the global healt pandemic may be diferen from that estimated s atthe date of approval ofthese consolidated nancial statements and the Group will continue to closely monitor any material changes to future economic conditions.

Note 52

‘0m April 2021, the Company subscribed to 650,000,000 Compulsory Convertible Prefeence Shares (CCP) of Rs.10- each issued by Vineha Enterprises Private Limited aggregating to Rs, 6500 milion which the Company expects to realise subject to
‘he successful completion ofthe inal public offer wherein the seling shareholder has agreed 1 ullise hs respective portion ofthe offer proceeds to purchase the CCPS from the Company.

Note 53
Previous year gure have been regrayped reclassified wherever necessary o conform with amendments in Schedule Il w the Companies Act, 2013, sued by MCA vide notification dted 24 March 2021

Note 54
Other matters

Information with regards to other mates specified in Schedule Ito the Acti ether NI orn applicable tothe Group,

[As per our examination report of even date attached

For BSR & Co.LLP For and on bal of the Board of Decors of
(Chartered Accountants [AGS Transact Technologies Limited
Finns Registration No: 101248W/W-100022, ‘CIN: U72200MH2O02PLEA38213
Rajesh Mehra Ravi Goyal Stanley Jobson
Partner ‘Managing Director Executive Director
Membership No. 103145, DIN: 01374288, DIN: o@813900
‘Saurabh Lal ‘Sneha Kadam
(Chief Financial Oficer Company Secretary
‘Membership Nos 504553 Membership No. 31215,
Place: Mumba Place: Mumba
Date: 6 January 2022 Date: 6 January 2022

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AGS Transact Technologies Limited

Annexure VII: Statement of Adjustments to the Revised Restated Consolidated Financial Information

‘Summarised below are the restatement adjustments made to the audited consolidated financial statements forthe period / years mentioned below and thelr impact on the equity ofthe Group:

(Rs. in million)
Particulars Note BH August 2021] 31 March 202i] 31. March 2020[ 31 March 2019]
(A) Total equity as per audited consolidated financial statements 3,497.35 3,506.62 498935 4050.80

 

 

 

(8) Material restatement adjustments:
(Audit qualifications - 7 -

 

 

 

 

!Total
(i) Adjustment due to prior period and other adjustment

‘Adjustment due to application of Ind AS 116, net of deferred tax impact ©, a : z : (601.46)
[© Total impact of adjustments = z = (601.46)
[(D) Total equity as per revised restated consolidated financial information A375 350662 490955 S20938

 

‘Summarised below are the restatement adjustments made to the audited consolidated financial statements forthe year/period ended 31 August 2021, 31 March 2021, 31 March 2020 and 31 March 2019 and thetr impact
‘on the profit (Joss) of the Group:

(Rs. in million)

 

 

Particulars Notes] 31 August 2021] 31 March 2021] 31 March 2020] _ 31 March 2019
JA) Net profit (oss) after tax as per audited consolidated financial statements 781.05)| a7 92 wa0.4 76149
Adjustments:

(8) Material restatement adjustments:
() Audit qualifications

 

 

 

 

 

 

 

 

 

 

!Total
(i) Adjustment due to prior period items and other adjustment
‘Adjustment due to application of Ind AS 116 0
(Increase)/decrease in total expenses
Depreciation on Rightof-use asset Z Z : (071.23)
Interest expense on lease liabilities : : : 643.98)
‘Write back of lease liabilities (net) and rent concession (refer note 37) 3 016
Other expenses- rent : : : 1,384.50
Deferred Tax impact wy 3 i : 31.00
(C) Total impact of adjustments 99:55)
[(D) Net Profit as per revised restated consolidated financial information a81.05)| HIM wo 61.94
Reconciliation of opening equity (Bs. in million)
[Particulars Note April 2018]

 

(A) Total opening equity as per audited consolidated fi

 

\dal statements 4021.02

(8) Material restatement adjustments:
() Audit qualifications

 

 

 

 

 

!Total
(i) Adjustment due to prior period items and other adjustment

‘Adjustment due to application of Ind AS 116, net of deferred tax impact ©, a (01.92)
[© Total impact of adjustments (01.92)
[(D) Total equity as per revised restated consolidated financial information 3519.00

 

 

 

301

 
AGS Transact Technologies Limited

Annexure VII: Statement of Adjustments to the Revised Restated Consolidated Financial Information

Notes to Material restatement adjustments:
1. Adjustment for audit qualifications: There ate no audit qualifications in auditor's report forthe yeat/period ended 31 August 2021, 31 March 2021, 31 March 2020 and 31 March 2019.

2. Adjustment due to prior period items and other adjustment
(@ Adjustment due to application of Ind AS 116
A new lease standard Le, Ind AS 116 has been notified to be effective w.e.f 1 April 2019 which provide guidelines forthe accounting ofthe lease contracts entered in the capacity ofa lessee and a lessor:

‘The Group has entered into various operating lease contracts in the capacity of a lessee and in lines with the accounting principals laid down in Ind AS 116, is required to make the following adjustments:
= The Group is required to recognise aright to use asset and a corresponding lease lability in respect of al the operating leases on the transition date

- The Group shall measure the lease liability atthe present value ofthe lease payments that are not paid at that date. The lease payments shall be discounted using the interest rate implicit inthe lease, if that rate can be
readily determined. I that rate cannot be readily determined, incremental borrowing rate shall be substituted

- The lease payments included in the measurement of the lease liability Comprise the payments for the right ro use the underiying asset during the lease term that are not paid atthe commencement date and includes the
following:

(@) fixed payments (including in-substance fixed payments as described in paragraph B42 of Ind AS 116), less any lease incentives receivable;

(©) variable lease payments that depend on an index or a rate, intially measured using the index or rate as atthe commencement date (as described in paragraph 28 of Ind AS 116). - The asset recognised in lines wit the
provisions of Ind AS 116 is required to be depreciated as per Ind AS 16, Property, plant and equipment.

= The Group has applied ‘modified retrospective approach’ as mentioned in Ind AS 116 for transitional adjustments, Therefore, the cumulative effect of adopting Ind AS 116 has been recognised as an adjustment to the
opening balance of retained earnings at 1 April 2018 (dated of inital application), The Group has applied the practical expedient to grandfather the definition of a lease on transition. This means that it has applied Ind AS
116 toall contracts entered into before 1 April 2018 and identified as leases in accordance with Ind AS 17,

i Statement of Cash Flows

(On adoption of Ind 116, in addition tothe changes, as explained above, the lease payments are reported under cash flow from financing activites as against cash flow from operating activities under the prior accounting
standards (Ind AS 17),

  

i) Deferred tax assets (net)
Deferred tax has been computed on adjustment made as detailed above and has been adjusted in Revised Restated Consolidated Financial Information.

(vy) caRO:
Inaddition to the audit opinion on the consolidated financial statements, the auditors are required to comment upon the matters included in the Companies (Auditor's Report) Order, 2016 ("the CARO 2016 Order”) issued
by the Central Government of India under sub-section (11) of Section 143 of Companies Act, 2013 on the standalone financial statements as at and for the financial years ended 31 March 2019, 31 March 2020 and 31
March 2021 respectively. Certain statements/comments included in the CARO in the standalone financial statements, which do not require any adjustments in the Revised Restated Consolidated Financial Information are
reproduced below in respect of the financial statements presented,

3.Material regrouping
Appropriate adjustments have been made in the Revised Restated Consolidated Financial Information, wherever required, by a reclassification of the corresponding items of income, expenses, assets, liabilities and cash
flows in order to bring them in line with the groupings as per the audited consolidated financial statements of the Group, prepared in accordance with Division Il Ind AS Schedule II of the Companies Act, 2013 (‘the
Act’) requirements of Ind AS 1 and the requirements ofthe Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 018 (as amended).

302
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Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

Non-adjusting items
1. Audit Qualifications in Annexure to Auditors’ Report, which do not require any corrective adjustments in the Revised Restated Consolidated Financial Information
For the year ended 31 March 2021

AGS Transact Technologies Limited

Clause (vii)(a)
According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Duty of customs have generally been

regularly deposited 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, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of Employees’ state insurance have generally been
regularly deposited with the appropriate authorities though there have been slight delays in few cases

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of Provident fund, Income-tax, Goods and service
tax and cess have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases. As explained to us, the Company does not have any dues on account of Service tax, Sales tax, Value added tax and Duty of

excise during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income-tax, Goods and service tax, cess and other statutory dues were in arrears as at 31 March 2021 for a period of,
‘more than six months from the date they became payable, except as disclosed below:

 

Name of Statute Nature of the dues aut Beriads 18 ited mie Due date Date of payment
(Rs.in million) | amount relates

 

Financial year
2020-21,

Financial year
}2018-19 and 2019-20

|The Central Goods and Service Tax Act, 2017 interest on Goods and service tax 14.41 120th of each next month -

 

|The Central Goods and Service Tax Act, 2017 interest on Goods and service tax 24.90 120th of each next month -

 

Interest on tax deducted at source, 5007.06 109018

 

Income Tax Act, 1961 [Short deduction of Tax deducted 56.03 J }7th of each next month Ss
lat source and others
Income Tax Act, 1961 Ras ceducted at source, Interest 93.96 |F. Y. 2020-21 }7th of each next month z

land others

 

 

 

 

 

 

 

303

 
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

Clause (vii)(b)

According to the information and explanations given to us, no dues of Income-tax, Sales tax, Value added tax, Service tax, Goods and service tax and Duty of customs which have not been deposited with the appropr

as follows:

te authorities on account of any dispute, except are

 

 

IName of Statute

Nature of the dues

Amount demanded

‘Amount paid under
protest (Rs. in

Periods to which the amount

Forum where the dispute is pending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

source

 

 

 

 

(Rs. in million) a relates
million)
[The Central Excise Act, 1944 CENVAT Gredit 1127.00 Nill March 2014 to November 2015 [Customs, Excise & Service Tax Appellate Tribunal
[The Central Excise Act, 1944 [CENVAT Credit 1,402.25 Nill December 2015 to June 2017 [Commissioner
[The Gustoms Act, 1962 [Customs Duty 302.3 9.00] F-¥. 2005-06 to 2008-09 (Customs, Excise and Service Tax Appellate Tribunal
[The Odisha VAT Act, 2004 [Value Added Tax and penalty 16.65 NilF.¥. 2011-13, [Orissa High Court
The Kerala VAT Act, 2003 [Value Added Tax. 12.04 ‘Gai [E-Y. 2010-11 and 2016-17 [Deputy Commissioner (Appeals)
[The Kerala VAT Act, 2003, Value Added Tax 1.08 0.24|F.Y. 2010-11 High Court
[The Central Excise Act, 1944 Excise Duty 3.35 NilE-Y. 2010-11 Tribunal
The Gentral Excise Act, 1944 Excise Duty 0.43 (0.03|F¥. 2014-15 (Customs, Excise & Service Tax Appellate Tribunal
[Uttar Pradesh Value Added Tax Act, 2008 [Value Added Tax 254 0.63 FY. 2007-08 [Tribunal
[The Odisha Entry Tax Act, 1999) Entry Tax, 146 050/F¥. 201-13) [Orissa High Court
[The Madhya Pradesh VAT Act, 2002 [Valued Added Tax 0.66 0.19] F.¥. 2010-11 Tribunal
[The Haryana VAT Act, 2003, [Value Added Tax and penalty 0.69 NilF¥. 2012-13, [High Court of Punjab and Haryana
[The Kerala VAT Act, 2003 [Central Sales Tax and Interest 463 O74] F.Y. 2013-16 [Deputy Commissioner (Appeals)
[The Andhra Pradesh VAT Act, 2005 Value Added Tax, 2.42 0.30/F-¥. 2012-13 [Appellate Joint Commissioner (ST)
[West Bengal VAT Act, 2003, [Value Added Tax. 26.03 2.56[F.¥. 2014-15 and 2016-17 [West Bengal Sales Tax Appellate Board
[The Gustoms Act, 1962 [Customs Duty. 14a Nill FY. 2011-12 and 2015-16 [Commissioner Appeal
The Customs Act, 1962 aoe Fass Rook 0.43 0.04]F.¥. 2007-08 Customs, Excise & Service Tax Appellate Tribunal
[The Central Goods and Services Tax Act, 2017 [Goods and Service Tax O78 O.78[F.¥. 2018-19 [Commissioner Appeals
[The Central Excise Act, 1944 Excise Duty 1.04 1.04|FY. 2017-18 [Commissioner Appeals
Finance Act, 1994 Service Tax 478 “4.78|F-Y. 2017-18 [Commissioner Appeals
[The Central Goods and Services Tax Act, 2017 [Goods and Service Tax 12.68 12.68]F.Y. 2017-18 [Bombay High Court
rhe Karnataka VAT Act, 2003 [Value Added Tax, Interest and 8.74] Nil|FY2013-14 Joint Commissioner (Appeals)
penalty
[The Andhra Pradesh VAT Act, 2005 Value Added Tax 43.23] NillFY2016-17 [Andhra Pradesh High Court
income Tax Act, 1961 income tax, Tax deducted at 1.29] 1298 | 50748 [CIT (Appeals)
source
income Tax Act, 1961 income tax, Tax deducted at 66.43] 1329" py oniea7 CIT (Appeals)

 

* Adjusted

304

 
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

Securevalue India Limited

Clause (vii(a)

According to the information and explanations given to us and on the basis of our examination of the records of the Ci

 

ympany, amounts deducted accrued in the books of account in respect of undisputed statutory dues of Provident fund, Employ.

 

* state insurance,

Income-tax, Goods and service tax and cess have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases. As explained to us, the Company does not have any dues on account of Service tax, Sales tax,

Value added tax, Duty of customs and Duty of excise during the year.

‘According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees

‘more than six months from the date they became payable, except as disclosed below

 

state insurance, Income-tax, Goods and service tax, Cess and other statutory dues were in arrears as at 31 March 2021 for a period of

 

‘Name of Statute

Nature of the dues

Amount
(Rs. in million)

Periods to which the
amount relates

Due date

Date of payment

 

|The Central Goods and Service Tax Act, 2017

interest on Goods and service tax

0.98

Financial year
2018-19 and 2019-20

120th of each next month

 

|The Central Goods and Service Tax Act, 2017

interest on Goods and service tax

9.47

Financial year 2020-21

120th of each next month

 

interest on provident fund

Financial year

 

lthe Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 637 5 next mon 35 mil :
ploy Lene oe 15th of each next month Rs 3.5 millon paid on 30 April 2021
Irhe Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Interest on provident fund 56.17 [Financial year 115th of each next month 29 April 2021
contribution 2020-21

 

Income Tax Act, 1961

[Short deduction, Interest and filing
fee on tax deducted at source

2.39

Financial year 2018-19
Jand 2019-20

}7th of each next month

 

Income Tax Act, 1961

[Tax Deducted at Source and
interest thereon

16.17

Financial year 2020-21

7th of each next month

 

|The Employees State Insurance Act, 1948

ESIC Contributions and Interest

&

Financial year 2020-21

15th of each next month,

[Rs 2.81 million paid on 30 April 2021 and 5 May 2021

 

 

Clause (vii)(b)
According to information and explanations given to us, there are no dues of Income-tax,

 

Goods and service tax and Cess which have not been deposited by the Company with the appropriate authorities on account of any dispute, except as disclosed below:

 

IName of Statute

Nature of the dues

Amount demanded

‘Amount paid under
protest (Rs. in

Periods to which the amount

Forum where the dispute is pending

 

 

 

 

 

 

 

 

 

 

 

 

million) =
The Income tax Act, 1961 Income tax and interest Nil [Financial year 2016-17 SIT Appeals
the income tax Act, 1961 Income tax and interest Nil[Financial year 2017-18 [CIT Appeals
The Income tax Act, 1961 Income tax and interest Nill Financial year 2018-191 SIT Appeals

 

The amount has been adjusted by tax authorities against refund received during the year.

Clause (x)

During the year, there were cases of misappropriation of cash committed by employees on the Company, aggregating to Rs 101.70 million. The matter was investigated and the concerned employees have been dismissed. The Company has recovered amount aggregating
to Rs 46.22 million of the misappropriated funds and has debited the statement of profit and loss with the balance of Rs 55.48 million. We are informed that no fraud was committed by the Company.

305

 
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

India Transact Services Limited

Clause (vii)(a)
According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of duty of customs have been regularly deposited
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, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including of provident fund, income tax, goods
and service tax and cess have not been regularly deposited 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, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of employees” state insurance has generally been regularly deposited with the appropriate authorities though there have been slight delays in few cases. As explained
to us, the Company does not have any dues on account of duty of excise, service tax, sales tax and value added tax during the year.

 

 

e in arrears as at 31 March 2

 

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, goods and service tax, duty of customs, cess and other statutory dues we
for a period of more than six months from the date they became payable, except as disclosed below

 

 

 

 

 

 

 

 

Amount Periods to which th
Name of Statute Nature of the dues ea bain ara Due date Date of payment
(Rs. in million) amount relates
Ihe Comal c ; oa [Financial year
The Central Goods and Service Tax Act, 2017 Interest on Goods and service tax 2.94 ong to a 2019-20.|20tof each next month ¢
Financial year
|The Central Goods and Service Tax Act, 2017 Interest on Goods and service tax ei L20th of each next month z
The Employees" Provident Funds and Miscellaneous Provisions Act, 1952 interest on Provident fund 1.06] Financial year T5ih of each next month
2019-20 mi
The Employees" Provident Funds and Miscellaneous Provisions Act, 1952 Provident fund and interest @45]Financial year T5ih of each next month
{2020-21 :
income Tax Act, 1961 Interest on tax deducted at source 7.35) Financial year [th of each next month
land Short deduction of TDS/filing 2017-18, 2018-19 and -
fees 2019-20
income Tax Act, 1961 FTrax deducted at source and 10.58] Financial year [7h of each next month
Interest [2020-21

 

Clause (vii)(b)
According to information and explanations given to us, there are no dues of income tax, goods and service tax, duty of customs and cess which have not been deposited by the Company with the appropriate authorities on account of any dispute except for the following:

 

 

‘Amount paid under

Amount demanded Periods to which the amount

 

 

 

 

IName of Statute Nature of the dues protest (Rs. in tas Forum where the dispute is pending
million)

[The Income tax Act, 1961 Disallowance of expenses = = [Financial year 2015-16 TT Appeals

[The Income tax Act, 1961 [Disallowance of expenses = = [Financial year 2018-19) IT Appeals,

 

 

 

 

 

 

 

 

* Amount less than INR 0.1 million

306
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

For the year ended 31 March 2020
AGS Transact Technologies Limited

 

 

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including Duty of customs have generally been
regularly deposited 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, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of Provident Fund have been regularly deposited
‘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, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of Employees’
state insurance have generally been regularly deposited with the appropriate authorities though there have been slight 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, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of Income-tax, Goods and service tax and cess
have not been regularly deposited with the appropriate authorities and there have been significant delays in large number of cases. As explained to us, the Company does not have any dues on account of Service tax, Sales tax, Value added tax and Duty of excise during
the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income-tax, Goods and service tax, cess and other statutory dues were in arrears as at 31 March 2020 for a period of,
‘more than six months from the date they became payable, except as disclosed below:

 

 

 

Amount Periods to which th
Name of Statute Nature of the dues in eet ancs Due date Date of payment
(Rs. in million) amount relates
Financial year
|The Central Goods and Service Tax Act, 2017 In 5 33.06 7
: Interest on Goods and service tax p018-19 and 2019-20 [20th of each next month Not paid
99 |F. ¥- 2007-08 to 2019-
Income Tax Act, 1961 Interest on tax deducted at source 1229 |, e 7th of each next month Not paid

 

 

 

 

 

 

 

307

 
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

Clause (vii)(b)

According to the information and explanations given to us there are, no dues of Income-tax, Sales tax, Value added tax, Service tax, Goods and service tax and Duty of customs which have not been deposited with the appropriate authorities on account of any dispute,

except are as follows

 

IName of Statute

Nature of the dues

Amount demanded

 

‘Amount paid under
protest (Rs. in

million)

Periods to which the amount
relates

Forum where the dispute is pending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Central Excise Aci, 1944 CENVAT Credit 1127.00) NillMarch 2014 to November 2015 _|Customs, Excise & Service Tax Appellate Tribunal
ithe Central Excise Act, 1944 CENVAT Credit 1,402.25 Nil[December 2015 to June 2017 Commissioner

The Customs Act, 1962 [Customs Duty 302.36 9.00]F.Y. 2005- 06 to 2008- 09 ustoms, Excise and Service Tax Appellate Tribunal
ithe Odisha VAT Act, 2004 Value Added Tax and penaliy 16.65 Nil[F.Y.2011-13 [Orissa High Court

ithe Kerala VAT Act, 2003 Value Added Tax 12.04 4.41 /F-Y. 2010-11 and 2016-17 [Deputy Commissioner (Appeals)

ithe Kerala VAT Aa, 2003 Value Added Tax 1.08 0.24[F-Y. 2010-11 High Coure

The Central Excise Act,1944 Excise Duty 5.35 Nil[F.Y. 2010-11 [Tribunal

ithe Central Excise Act, 1944 Excise Duty 0.43 0.03]F. ¥. 2014-15 (Customs, Excise & Service Tax Appellate Tribunal
[Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 2.54 0.63)F-¥. 2007-08 [Tribunal

The Odisha Entry Tax Act, 1999 Enury Tax 146, F.Y.2011-13 Orissa High Court

the Madhya Pradesh VAT Act, 2002 Valued Added Tax 0.66 F.Y. 2010-11 [Tribunal

ithe Haryana VAT Act, 2003 Value Added Tax and penaliy 0.69 F.Y.2012-13 igh Court of Punjab and Haryana

the Kerala VAT Act, 2003 [Central Sales Tax and Interest 4.63 F.Y. 2013-16 [Deputy Commissioner (Appeals)

ithe Andhra Pradesh VAT Act, 2005 Value Added Tax 2.42 F.Y. 2012-13 Appellate Joint Commissioner (ST)

[West Bengal VAT Act, 2003 Value Added Tax 26.03 F-Y. 2014-15 and 201617 West Bengal Sales Tax Appellate Board

The Customs Act, 1962 [Customs Duty 1144 F.Y.2011-12 and 2015-16 [Commissioner Appeal

Ihe Customs Act, 1962 Pas nee Biss Boole 0.43 0.04]F.Y. 2007-08, Customs, Excise & Service Tax Appellate Tribunal
The Central Goods and Services Tax Aci, 2017 [Goods and Service Tax 078 O76[F.Y. 2018-19 [Commissioner Appeals

ithe Central Excise Act, 1944 Excise Duty 104 L04[F-Y. 2017-18 [Commissioner Appeals

Finance Act, 1994 Service Tax 478 4.76|F.Y. 2017-18 [Commissioner Appeals

ithe Central Goods and Services Tax Act, 2017 [Goods and Service Tax 1.68 12.68]F-Y. 2017-18 Bombay High Court

income Tax Act, 1961 Hrax deducted at source o| Nil[FY2018-19, [Assessing Officer

 

308

 
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

 

Securevalue India Lim

Clause (vi)(a)

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

 

state insurance,

Income-tax, Goods and service tax and cess have not been regularly deposited with the appropriate authorities and there have been serious delays in large number of cases. As explained to us, the Company does not have any dues on account of Service tax, Sales tax,

Value added tax, Duty of customs and Duty of excise during the year.

‘According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income-tax, Goods and service tax, Cess and other statutory dues were in arrears as at 31 March 2020 for a period of,

‘more than six months from the date they became payable, except as disclosed below:

 

‘Name of Statute

Nature of the dues

Amount
(Rs. in million)

Periods to which the
amount relates

Due date

Date of payment

 

Financial year

 

 

 

 

ldeducted at source

}2017-18 and 2018-19

|The Central Goods and Service Tax Act, 2017 onGi i 12.33 next mon
i Interest on Goods and service tax 7018-19 and 2019-20 [20t of each next month Not paid
. Financial year
The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident fund contribution 164/819 {15th of each next month Not paid
; a s Financial year 680.3 855 and SCS
|The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Interest on ESIC 0.20 51900 15th of each next month Paid on 18 April 2020, 27 April 2020 and 30 July 2020
Income Tax Act, 1961 tiveseat oa lng fee Gna Gian [nunc yet 7th of each next month Not paid

 

Clause (vii)(b)
According to information and explanations given to us, there are no dues of Income-tax,

Goods and service tax and Cess which have not been deposited by the Company with the appropriate authorities on account of any dispute, except as disclosed below:

 

IName of Statute

Nature of the dues

Amount demanded

‘Amount paid under
protest (Rs. in

Periods to which the amount

Forum where the dispute is pending

 

 

 

 

 

 

 

 

 

 

million) mae
The Income tax Act, 1961 Income tax and interest Nil [Financial year 2016-17 rT Appeals
the income tax Act, 1961 income tax and interest Nil[Financial year 2017-18 [CIT Appeals

 

* The amount has been adjusted by tax authorities against refund received during the year.

Clause (x)

During the year, there were cases of misappropriation of cash committed by employees on the Company, aggregating to Rs 44.82 million. The matter was investigated and the concerned employees have been dismissed. The Company has recovered amount aggregating

to Rs 33.48 million of the misappropriated funds and has debited the statement of profit and loss with the balance of Rs 11.34 million. We are informed that no fraud was committed by the Compa

309

 

 
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

India Transact Services Limited

Clause (vii)(a)

‘According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including of provident fund, income tax, goods
and service tax and cess have not been regularly deposited with the appropriate authorities and there have been significant 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, amounts deducted / accrued in the books of account in respect of undisputed statutory dues of employees state insurance has been regularly deposited with the appropriate authorities though there have been slight delays in few cases. As explained to us,

the Company does not have any dues on account of duty of excise, service tax, sales tax and value added tax during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, goods and service tax, duty of customs, cess and other statutory dues were

for a period of more than six months from the date they became payable, except as disclosed below:

 

 

‘Name of Statute

Nature of the dues

Amount
(Rs. in million)

Periods to which the

amount relates

Due date

Date of payment

 

 

 

 

fees

}2018-19 and 2019-20

Fmt Pr Zi 3 [Financial year
|The Central Goods and Service Tax Act, 2017 Interest on Goods and service tax 2.48 18 19 and 2019-20. [20tR oF each next month Not paid
: K Financial year a
|The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Interest on Provident fund 0.07 1919.20 15th of each next month Not paid
‘99|Financial year C
Income Tax Act, 1961 Interest on tax deducted at source 492 18-19 and 2019-20 {ti of each next month Not paid
i 7 ncial year
Income Tax Act, 1961 Short deduction of TDS filing o.1g}Financial yea |As per notice Not paid

 

Clause (vii)(b)
According to the information and explanations given to us, there are no dues of income t
following:

ax, goods and service tax, duty of customs and cess which have not been deposited by the

 

mpany with the appropriate authorities on account of any dispute except for the

 

IName of Statute

Nature of the dues

‘Amount demanded
(Rs. in million)

"Amount paid under

protest (Rs. in
million)

Periods to which the amount
relates

Forum where the dispute is pending

 

 

[The Income tax Act, 1961

[Disallowance of expenses

 

 

 

Financial year 2015-16

 

 

[CIT Appeals

 

* The assessing officer has disallowed expenses amounting to Rs 5.88 million, thus impacting the carry forward losses against which appeal is pending with the authorities

310

 
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

For the year ended 31 March 2019
AGS Transact Technologies Limited

Clause (vila)

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of Provident fund, Employ.
Income-tax, Goods and service tax and cess have not been regularly deposited with the appropriate authorities and there have been significant delays. As explained to us, the Company does not have any dues on account of Service tax, Sales tax, Value added tax and

Duty of excise during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees’ state insurance, Income-tax, Goods and service tax, cess and other statutory dues were in arrears as at 31 March 2019 for a period of,

‘more than six months from the date they became payable, except as disclosed below

 

 

‘Name of Statute

Nature of the dues

Amount
(Rs. in million)

Periods to which the
amount relates

Due date

Date of payment

 

 

Financial year
The Central Goods and Service Tax Act, 2017 Interest on Goods and service tax 15.41 said a ae 120th of each next month Not paid
i : Financial year

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Interest on Provident fund 078 Set {15th of each next month Not paid

 

 

Clause (vii)(b)

as follows

‘According to the information and explanations given to us, no dues of Income-tax, Sales tax, Value added tax, Service tax, Goods and service tax and Duty of customs whic!

ch have not been deposited with the appropriate authorities on account of any dispute, except are

 

IName of Statute

Nature of the dues

Amount demanded

 

‘Amount paid under
protest (Rs. in

Periods to which the amount

Forum where the dispute is pending

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Rs. in million) eo relates
million)

[The Central Excise Act, 1944 CENVAT Gredit 1,127.00 NillMarch 2014 to November 2015 [Customs, Excise & Service Tax Appellate Tribunal

[The Central Excise Act, 1944 [CENVAT Credit 1,402.25 Nill December 2015 to June 2017 [Commissioner

[The Customs Act, 1962 (Customs Duty 302.36 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 16.65 NillF.¥. 2011-13 [Orissa High Court

[The Kerala VAT Act, 2003 Value Added Tax 1.36) 0.10|F-¥. 2010-11 [Deputy Commissioner (Appeals)

[The Kerala VAT Act, 2003 Value Added Tax: 1.08 0.24|F.Y. 2010-11 High Court

[The Central Excise Act, 194% Excise Duty’ 5.35 NilF-Y.2010-11 [Tribunal

[The Central Excise Act,1944 Excise Duty 0.43 0.03]. ¥. 2014-15 (Customs, Excise & Service Tax Appellate Tribunal

[Uttar Pradesh Value Added Tax Act, 2008 Value Added Tax 254 0.63] FY. 2007-08 [Tribunal

[The Odisha Entry Tax Act, 1999) Entry Tax 146 0.50|F-¥. 2011-13) [Orissa High Court

[The Madhya Pradesh VAT Act, 2002 Valued Added Tax 0.66 0.19[F.¥. 2010-11 [Tribunal

The Haryana VAT Act, 2003 [Value Added Tax and penalty 0.69 Nil[F-¥. 2012-13, [High Court of Punjab and Haryana

[The Kerala VAT Act, 2003 [Central Sales Tax and Interest 4.63 0.74|F.Y. 2013-16 [Deputy Commissioner (Appeals)

[The Andhra Pradesh VAT Act, 2005 Value Added Tax_ 2.42 0.30|F.¥. 2012-13 [Appellate Joint Commissioner (ST)

[West Bengal VAT Act, 2003, Value Added Tax 13.92 1.34[R-Y. 2014-15 [West Bengal Sales Tax Appellate Board

[The Gustoms Act, 1962 [Customs Duty eal NillF-¥. 2011-12 ‘ommissioner Appeal

[The Customs Act, 1962 [Customs Duty 3.03 NillE-Y. 2015-16 [Commissioner Appeal

The Customs Act, 1962 ene Pas Back 0.43 0.04]F.¥. 2007-08 Customs, Excise & Service Tax Appellate Tribunal

[The Central Goods and Services Tax Act, 2017 [Goods and Service Tax 076) F-Y. 2018-19 [Commissioner Appeals

[The Central Excise Act, 1944 Excise Duty 1,04]F-¥. 2017-18 [Commissioner Appeals

Finance Act, 1994 Service Tax 4.78|F.Y. 2017-18 [Commissioner Appeals

[The Central Goods and Services Tax Act, 2017 [Goods and Service Tax 12.68|F-Y. 2017-18 [Bombay High Court

 

311

state insurance,

 
AGS Transact Technologies Limited

Annexure VII: Statement on Adjustments to Revised Restated Consolidated Financial Information

 

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues of Provident fund, Employees’ state insurance,
Income-tax, Goods and service tax and cess have not been regularly deposited with the appropriate authorities and there have been significant delays. As explained to us, the Company does not have any dues on account of Service tax, Sales tax, Value added tax, Duty
of customs and Duty of excise during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of Provident fund, Employees” state insurance, Income-tax, Goods and service tax, Cess and other statutory dues were in arrears as at 31 March 2019 for a period of,
‘more than six months from the date they became payable, except as disclosed below:

 

 

 

Amount Periods to which th
‘Name of Statute Nature of the dues gas erode to wien he Due date Date of payment
(Rs. in million) amount relates
gs aS ae ‘i [Financial year
Hrhe Central Goods and Service Tax Act, 2017 Interest on Goods and service tax Cd L20th of each next month Not paid
; Financial year
Ihe Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Interest on Provident fund 1.28 fpmancily 15th of each next month Not paid

 

Clause (vii)(b)
‘According to information and explanations given to us, there are no dues of Income-tax, Goods and service tax and Cess which have not been deposited by the Company with the appropriate authorities on account of any dispute, except as disclosed below:

 

 

 

 

 

 

 

 

 

‘Amount paid under . ‘
Amount demanded : Periods to which th t laces
IName of Statute Nature of the dues sears protest (Rs. in Eee Forum where the dispute is pending
million)
[The Income tax Act, 1961 income tax and interest Nil [Financial year 2016-17, [CIT Appeals

 

 

* The amount has been adjusted by tax authorities against refund received during the year.
Clause (x)

During the year, there were cases of misappropriation of cash committed by employees of the Company, aggregating to Rs 40.68 million. The matter was investigated and the concerned employees have been dismissed. The Company has recovered amount aggregating
to Rs 13.75 million of the misappropriated funds and has debited the statement of profit and loss with the balance of Rs 26.93 million. We are informed that no fraud was committed by the Company.

 

India Transact Services Li

Clause (vii)(a)
According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including of provident fund, employees” state
insurance, income tax, goods and service tax and cess have not been regularly deposited with the appropriate authorities and there have been significant delays. As explained to us, the Company does not have any dues on account of duty of excise, service tax, sales tax
and value added tax during the year.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, goods and service tax, duty of customs e in arrears as at 31 March 2019
for a period of more than six months from the date they became payable, except as disclosed below:

and other statutory dues we

   

 

 

 

 

Amount Periods to which th
Name of Statute Nature of the dues pout ertodis fe whieh the: Due date Date of payment
(Rs. in million) | amount relates
Irhe Central Goods and Service Tax Act, 2017 Interest on Goods and service tax 0.83 Space year l20th of each next month Not paid
: Financial year
Ithe Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Interest on Provident fund 08 [nancial y 1th of each next month Not paid

 

 

 

 

 

 

 

 

311A
OTHER FINANCIAL INFORMATION

The accounting ratios required under Item 11 of Part A of Schedule VI of the SEBI ICDR Regulations are given
below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ae Seon, Asatand forthe | Asatandforthe | As at and for the
Particulars ended August 31, | Year ended March year ended year ended March
ol 31, 2021 March 31, 2020 31, 2019
Basic earnings per share (in 2)* (1.53) 4.62 7.00 5.58
Diluted earnings per share (in 1.53) 4.55 6.90 5.53
ze
Return on Net Worth (%)* (2.87%) 10.29% 16.70% 15.91%
Net Asset Value per Equity 45.85 47.11 42.08 35.84
Share (in 2)*
EBITDA (2 in million) 1,940.62 4,767.60 4,954.61 4,428.75
*Not annualised
Reconciliation of Gross debt
(7 in million)
Perea As at August 31, | AsatMarch31, | AsatMarch31, | As at March 31,
ie 2021 2021 2020 2019

Non-current borrowings 8,887.18 8,661.83 3,488.81 3,216.61
Current borrowings 3,549.16 3,668.20 3,300.07 2,859.09
Non-current lease liabilities 2,744.78 2,587.51 3,281.88 3,566.46
Current lease liabilities 1,363.85 1,305.87 1,519.41 1,410.87
Gross debt 16,544.97 16,223.41 11,590.17 11,053.03

 

 

 

 

 

Gross debt is defined as sum of Non-current borrowings, Current borrowings, Non-current lease liabilities and
current lease liabilities.

Reconciliation of return on Net Worth and Net Asset Value per Equity Share

 

 

 

 

 

 

Asatand for the | 4. at and for the | Asat and forthe | Ast and for the
. five-month period
Particulars ded Augnet 31, | Year ended March year ended | year ended March
Ae 31,2021 | March 31, 2020 31, 2019

Total equity (A) (in million) 5,437.35 5,586.62 4,989.55 4,249.34
Total comprehensive income (156.28) 575.03 833.15 676.13
for the year (B) (3 in million)
Retum on Net Worth (%) (B)7 87%) 10.29% 16.70% 15.91%
(A)
Equity Shares outstanding at 118.58 118.58 118.58 118.58
the end of the year (C)
Net Asset Value per Equity 25.85 47.11 2.08 35.84
Share (in 8) (A) / (C)

 

 

 

 

 

Reconciliation of Profit for the year attributable to equity shareholders to EBITDA and EBITDA Margin

 

 

 

 

 

 

 

 

(Zin million)
As at and for the
, fiveimenth For the year For the year For the year
Particulars period ended | ended March 31, | ended March 31, | ended March 31,
August 31, 2021 2021 2020 2019
Profit for the year attributable to (181.05) 547.92 830.14 661.94
equity shareholders (1)
Total tax expense (II) 126.05 276.35 365.10
Finance costs (11D) 971.28 1,330.62 1,304.01
Depreciation and amortisation 1,016.39 2,596.48 2,446.65
expense (IV)
Share of net profit/(loss) of associate (7.95) (6.23) @71) 0.00

 

 

 

 

 

312

 

 
 

 

 

 

 

 

 

As at and for the
fivemonth: For the year For the year For the year
Particulars period ended | ended oe 31, | ended ee 31, | ended Wass 31,
August 31, 2021
(Vv)
EBITDA (VI) = (I+II+III+IV-V) 1940.62 4,767.60 4,954.61 428.75
Total Income (VII) 7,623.04 17,971.52 18,335.26 18,236.30
EBITDA Margin (%) (VI)/ (VII) 25.5% 26.5% 27.0% 24.3%

 

 

 

 

 

EBITDA is Earnings before Interest (Finance Costs), Tax, Depreciation and Amortization, share of Profit /
(Loss) of associate

EBITDA Margin is the percentage of EBITDA to Total Income.

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. See “Financial Statements - Annexure VI: Notes to the
Restated Consolidated Financial Information” on page 251.

In accordance with the SEBI ICDR Regulations the audited financial statements of our Company as at and for
the Financial Years ended March 31, 2021, March 31, 2020 and March 31, 2019, and the audited financial
statements of our Material Subsidiary, i.e., SVIL, as at and for the Financial Years ended March 31, 2021,
March 31, 2020 and March 31, 2019, (collectively, the “Audited Financial Statements”) are available on our
website at https://www.agsindia.com/.

Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part of this Prospectus; or (ii) a
prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an
advertisement, an offer or a solicitation of any offer or an offer document or recommendation or solicitation to
purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable
law in India or elsewhere. The Audited Financial Statements should not be considered as part of information
that any investor should consider subscribing for or purchase any securities of our Company or any entity in
which it or the Shareholders have significant influence and should not be relied upon or used as a basis for any
investment decision.

None of our Company or any of its advisors, nor BRLMs or the Selling Shareholders, nor any of their respective
employees, directors, affiliates, agents or representatives accept any liability whatsoever for any loss, direct or
indirect, arising from any information presented or contained in the Audited Financial Statements, or the
opinions expressed therein.

RELATED PARTY TRANSACTIONS

For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e.
Ind AS 24 ‘Related Party Disclosures’ as at and for the five-month period ended August 31, 2021 and the
Financial Years ended March 31, 2021, March 31, 2020 and March 31, 2019, and as reported in the Restated
Consolidated Financial Information, see “Financial Statements — Related party transactions” on page 297.

313

 
CAPITALIZATION STATEMENT

In accordance with the Restated Consolidated Financial Information:
(in % million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pre-Offer as at August 31, | As Adjusted for
Particulars 2021 the Offer

Debt:

Long term borrowings (excludes Listed NCDs) 3,280.92 3,280.92
Listed NCDs 5,606.26 5,606.26,
Short term borrowings (refer note 4 below) 3,549.16 3,549.16
Lease liabilities 4,108.63 4,108.63,
Total debt (A) 16,544.97 16,544.97
Shareholders’ Funds:

Equity Share Capital 1,185.81 1,185.81
Reserves and Surplus 4,251.54 4,251.54
Total Shareholders’ Funds (B) 5,437.35, 5,437.35,
Total Debt/ Shareholders’ Funds (A/B) 304 3.04

 

 

 

“Since the Offer does not have a fresh issue component, figures appearing in “Pre-Offer as at August 31, 2021 ” and “As Adjusted for the
Offer” remain unchanged
Notes:

1. The above has been computed on the basis of the Restated Consolidated Financial Information - Annexure I
and Annexure II.

2. The above Annexure should be read in conjunction with the Basis of preparation and Significant
Accounting Policies appearing in Annexure V, Notes to the Restated Consolidated Financial Information
appearing in Annexure VI and Statement on Adjustments to Audited Consolidated Financial Statements
appearing in Annexure VII.

3. The above information should also be read in conjunction with “Risk Factors”,

Discussion and Analysis of Financial Condition and Results of Operations

respectively.

, and “Management's
on pages 24 and 319,

 

   

4. Short term borrowings includes Current maturities of long term borrowings.

314

 
FINANCIAL INDEBTEDNESS

Our Company and our Subsidiaries avail loans in the ordinary course of business and for general corporate
purposes. Additionally, our Company had issued the Listed NCDs and used the proceeds of such Listed NCDs
to subscribe to the VEPL CCPS. For details of borrowing powers of the Board, see “Our Management
Borrowing Powers of the Board” on page 200. Except as disclosed below, our Company and our Subsidiaries do
not have any outstanding borrowings as of October 31, 2021.

A brief summary of the financial indebtedness of our Company and our Subsidiaries as of October 31, 2021 is
disclosed below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nature of Borrowing Amount Sanctioned (% in Million) Saati eee easy oe

‘Our Company
Secured Borrowings (Fund Based)

Term Loans 8,894.00" 4,233.78"

Listed NCDs 5,500.00 5,689.00

Working Capital 3,619.45 1,226.71
Sub Total (A) 18,013.45 11,149.49
Our Subsidiaries
‘SVIL
Secured Borrowings (Fund Based)

Term Loans 236.08 208.57

Working capital 86.35 85.18

Vehicle loans 1,423.65 801.24
Sub Total (B) 1,746.08 1,094.99
ITSL
‘Secured Borrowings

Overdraft 42.00 40.30
Unsecured Borrowings

Overdraft 350,00 0.00
Sub Total (C) 392.00 40.30
‘Novus Lanka
Secured Borrowings

Term Loans 409.20" 141.24"
Sub Total (Dy 409.20 141.24
‘Novus SGP.
Unsecured Borrowings

Loan from director 90.36" 90.36
Sub Total (E) 90.36 90.36
Total (A) + (B) + (©) +) +E) 20,651.09 12,556.68

 

 

 

 

As certified by Ankush Gupta & Associates, Chartered Accountants, pursuant to their certificate dated January 11, 2022.

(1) Includes interest accrued but not due, as of October 31, 2021. Transaction costs in relation to term loan borrowings have been
adjusted.

“The term loans availed by Novus Lanka are denominated in LKR. The sanctioned amount and the outstanding amounts for such term loans

as at October 31, 2021 has been converted into INR using the exchange rate of LKR1 = INRO.3720 (source of exchange rate:

www.oanda.com).

+ Unsecured loan availed by Novus SGP is denominated in SGD. The outstanding amounts for such loan as at October 31, 2021 has been

converted into INR using the exchange rate of SGD1 = INR 55.5771 (source of exchange rate: www.oanda.com).

* This amount includes external commercial borrowing availed by our Company which are denominated in USD. The sanctioned amount of

USD 8 million has been converted into INR using the exchange rate of USD 1= INR 73.45 (swap reference rate at the time of disbursement

dated September 16, 2020) and the balance sanctioned amount of USD 17 million has been converted into INR using the exchange rate of

USD 1=INR 74.20 (swap reference rate at the time of disbursement dated April 26, 2021).

Other than as disclosed in “Financial Statements” on page 217, there are no outstanding unsecured loans availed
by our Company or availed by our Subsidiaries, Promoters or Group Companies from our Company.

We are currently involved in discussions with certain of our existing lenders and other prospective lenders for
availing additional funding to meet ongoing working capital requirements. Subsequent to October 31, 2021, our
Subsidiary, SVIL, has availed two term loans under the Emergency Credit Line Guarantee Scheme notified by
the Ministry of Finance, Government of India (as extended) of 221 million and 216.7 million from two of our
existing lenders.

Principal terms of the borrowings availed by our Company and our Subsidiaries are disclosed below.

1. Interest: The interest rate applicable to our borrowing facilities is typically tied to the respective
lender’s base rate/ MCLR/ LIBOR/ AWPLR prevailing at the time. The typical spread applicable to our

315
borrowings ranges from 30 basis points to up to 400 basis points above the relevant lender’s base rate/
MCLR/ LIBOR/ AWPLR. Some of the loans availed of by us also have a spread below the relevant
lender’s Global Rate/ LTLR/ MCLR or have a fixed rate of interest typically ranging from 8.15% to
14%. With reference to our outstanding NCDs, the coupon rate is fixed at 12% p.a.p.m., such that the
investor rate of return is 18.75%.

Tenor: The tenor of the term loans availed by us typically ranges from 6 months to 89 months. The
tenor of the working capital limits is typically up to 12 months and such facilities are repayable on
demand. Further, the redemption period of the Listed NCDs issued by our Company is 72 months.

Security: Our borrowings are typically secured by a first or second ranking pari passu or exclusive
charge by way of hypothecation on our receivables or a charge on our contract assets and other
equipment. Some of our borrowing arrangements require counter guarantees of our Company. Further,
as of October 31, 2021, 92,514,576 Equity Shares held by the Promoters, which constituted 76.84% of
the pre-Offer paid-up Equity Share capital of our Company, were subject to a non-disposal undertaking
executed by the Promoters in favour of Vistra ITCL (India) Limited, the debenture trustee, as security
in relation to the Listed NCDs, which, as of the date of the Red Herring Prospectus and this Prospectus,
has been released.

Pre-payment and premature redemption: Facilities availed by us typically have pre-payment
provisions which allow for pre-payment of the outstanding loan amount on receiving prior approval
from such concerned lender, subject to such pre-payment penalties as may be decided by the lender at
the time of such prepayment, or as laid down in the facility agreements, as the case may be. Among the
facilities which specify a pre-payment penalty, the penalty typically ranges from 0.5% to 4.0% of the
amount outstanding and proposed to be pre-paid. In relation to the Listed NCDs, our Company may
voluntarily redeem the Listed NCDs prior to the expiry of redemption period in accordance with the
terms contained in the debenture trust deed dated March 19, 2021 (the “DTD”) and upon payment of a
prepayment penalty ranging up to 1%. Further, our Company may be required to mandatorily redeem
the Listed NCDs upon the occurrence of a Mandatory Redemption Event as defined in the DTD. In
accordance with the terms of the 2400 million secured term loan obtained by our Company from JM
Financial Products Limited on September 23, 2021, our Company is required to mandatorily pre-pay
the outstanding amounts due in relation to such facility within five days of listing, i.e. the successful
completion of an initial public offering.

 

Events of Default: The financing arrangements entered into by us contain standard events of default
including:

(i) non-payment or default of any amounts due on the facility or loan obligations;

(ii) breach of covenants, representations, warranties, undertakings and conditions stipulated in the
loan documents;

(iii) failure to create security as stipulated in the loan documents;

(iv) default on amounts due to/ facilities extended by any other lenders;

(v) proceedings relating to winding up, liquidation or insolvency being initiated against us;

(vi) our Company or our Subsidiaries ceasing or threatening to cease to carry on its business; and

(vii) material adverse change impacting our Company or our Promoters.

The details above are indicative and there may be additional terms that may amount to an event of
default under the various financing arrangements entered into by us, such as any amendment to the
memoranda and articles of association of our Company or our Subsidiaries or any change in our
management or shareholding without the prior consent of the lenders. We are required to ensure that
the aforementioned events of default and other events of default, as specified under the various facility
documents and agreements entered into by us, are not triggered.

Penalty: Facilities availed by us contain provisions prescribing penalties for delayed payment or delay
in submission of documents required under such facility documents, non-creation of security and
default in our repayment obligations, which typically ranges from 1% to 8% of the amounts due and
payable.

Restrictive Covenants: Certain borrowing arrangements entered into by us contain restrictive
covenants, including covenants restricting certain actions except with the prior approval of or

316
intimation to the lender. An indicative list of such restrictive covenants is disclosed below.

@

(ii)
(iii)

(iv)
(vy)
(vi)

(vii)
(viii)

(ix)

lender’s unconditional right to revise or cancel the terms of the facility (including the credit
limits, rates of interest, pre-payment charges and repayment schedule) at its sole discretion,
without notice and without assigning reasons;

lender’s right to accelerate payments, recall the amount under the facility or cancel the
undrawn portion of the sanctioned amount;

lender’s absolute right to settle any indebtedness owed by our Company or our Subsidiaries,
as applicable, by adjusting balance of any account of the Company our Subsidiaries, as
applicable, without prior notice;

lender’s right to appoint a nominee director on the board of the Company or our Subsidiaries,
as applicable;

lender’s right to seek certain amendments to the constitutional documents of the Company or
our Subsidiaries, as applicable;

lender’s right to seek conversion of debt into equity upon default;

restriction on assignment of our Company’s or our Subsidiaries’ obligations, as applicable,
under the facility documents;

restriction on entering into transactions to sell, transfer, lease or otherwise dispose of any of
our Company’s assets over and above 5% of the total book value of the assets;

restriction on undertaking certain corporate actions except with the prior approval of, or
intimation to, as applicable, the lender, including:

. effecting any change in our capital structure;

. amendments to the memorandum and articles of association of the Company or our
Subsidiaries, as applicable,;

. undertaking guarantee obligations on behalf of any third party;

. formulating any scheme of amalgamation or reconstruction;

. change in the constitution of the Company or our Subsidiaries, as applicable,
including shareholding pattern, ownership, controlling interest and control;

. change in the management of the Company or our Subsidiaries, as applicable,

including changes in the composition of the board of directors and the key
managerial personnel of the Company or our Subsidiaries, as applicable;
. investment by way of share capital or extending loans or advances or placing
deposits with any other entity (excluding our group companies and associate
companies);
declaration of dividend except out of profits relating to the financial year;
carrying out any change of business;
making any pre-payment of principal amounts due under the facilities;
undertake any buyback of Equity Shares; and
sell any of our Company’s assets / investments which may have a material adverse
effect.

Consequences of Events of Default: Upon the occurrence of certain events or otherwise, certain
lenders to our Company and our Subsidiaries, as applicable, have the right to:

(i)

(ii)
(iii)

(iv)
(vy)

(vi)

(vii)

convert the whole or part of the outstanding amount of the facility into fully paid-up Equity
Shares of our Company or our Subsidiaries, as applicable, at a conversion price to be
determined in accordance with applicable laws;

appoint nominee directors;

review/revoke the sanction of the loan and in case the loan has already been disbursed, to
withhold disbursement of the balance loan amount and to recall the loan already advanced in
certain circumstances;

impose penal/default interest;

accelerate the facility and declare all amounts payable by our Company or our Subsidiaries, as
applicable, in respect of the facility to be due and payable immediately or otherwise payable
on demand;

enforce the security; and

invoke the personal guarantees given by our Promoter.

317
The details provided above are indicative and there may be additional terms, conditions and requirements under
the specific borrowing arrangements entered into by us.

As of October 31, 2021, our Company and our Subsidiaries have availed borrowings from the following lenders:

L IndusInd Bank Limited;

2. The South Indian Bank Limited;
3. HDFC Bank Limited;

4, Hero FinCorp Limited;

Ss Tata Capital Financial Services Limited;
6. RBL Bank Limited;

7. Aditya Birla Finance Limited;

8. Investec Bank Plc, UK;

9. Vistra ITCL (India) Limited (Debenture Trustee of holders of the Listed NCDs);
10. Citibank N.A.;

Tis Standard Chartered Bank;

12. ICICI Bank Limited;

13. Bajaj Finance Limited;

14. Axis Bank Limited;

15. Federal Bank Limited;

16. SBI Global Factors Limited;

17. Tata Motors Finance Limited;
18. Yes Bank Limited;

19. State Bank of India;

20. Kotak Mahindra Bank Limited;
21; State Bank of India, Lanka;

22. Hatton National Bank;

23. Karur Vysya Bank; and

24. JM Financial Products Limited.

Further, Novus SGP, one of our Subsidiaries, has taken certain need-based funding from Mr. Ricardos El
Khoury, a director and chief executive officer of Novus SGP, for its general corporate purposes which is
repayable on demand.

For the purposes of the Offer, our Company has obtained the necessary consents required under the relevant
documentation for its borrowings in relation to the Offer, including for undertaking activities such as change in
its capital structure, change in its shareholding pattern or change or amendment to the constitutional documents
of our Company.

Also see “Risk Factors — We have a substantial amount of outstanding indebtedness, which requires significant
cash flows to service, and limits our ability to operate freely” and “Risk Factors — Our financing agreements
entail interest at variable rates and any increases in interest rates may adversely affect our business, results of
operations, cash flows and financial condition.” on pages 43 and 44, respectively.

318
MANAGEMEN'’

 

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our
Restated Consolidated Financial Information for the five months ended August 31, 2021 and the financial years
2021, 2020 and 2019, including the schedules and notes thereto, included elsewhere in this Prospectus. Ind AS
differs in certain material respects from Indian GAAP, US GAAP and International Financial Reporting
Standards.

This discussion contains certain forward-looking statements and reflects our current views with respect to
future events and financial performance. Actual results may differ materially from those anticipated in these
forward- looking statements as a result of certain factors such as those set forth in “Risk Factors” and
“Forward Looking Statements” included in this Prospectus.

Our financial year ends on March 31 of each year. Accordingly, all references to a particular financial year are
to the 12-month period ended March 31 of that year. Financial information for the five months ended August 31,
2021 is not indicative of full year results and is not comparable with the annual financial statements presented
in this Prospectus.

Unless otherwise, indicated, the industry-related information contained in this section has been extracted from
the Ken Reports. We commissioned and paid for the Ken Reports for the purposes of confirming our
understanding of the industry in connection with the Offer as no report is publicly available which provides a
comprehensive industry analysis, particularly for our Company's products and services, that may be similar to
the Ken Reports. For further details and in relation to commissioned reports, see “Risk Factors — Internal
Risk Factors — We have referred to the data derived from two industry reports commissioned and paid for by
our Company from Ken Research which have been used for industry-related data in this Prospectus.” on page
52:

 

 

We have included Non-GAAP Financial Measures in this Prospectus, which are supplemental measures of our
performance and liquidity that are not required by, or presented in accordance with Ind AS, Indian GAAP, IFRS
or U.S. GAAP. See “Other Financial Information” beginning on page 312.

Further, Non-GAAP Financial Measures are not defined under Ind AS, IFRS or U.S. GAAP, and therefore,
should not be viewed as substitutes for performance, liquidity or profitability measures under Ind AS, IFRS or
U.S. GAAP. In addition, Non-GAAP Financial Measures are not standardised terms and hence, a direct
comparison of non-GAAP financial measures between companies may not be possible. Other companies may
calculate non-GAAP financial measures differently from us, limiting its usefulness as a comparative measure.
Although Non-GAAP Financial Measures are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that they are useful to an investor in
evaluating us as they are widely used measures to evaluate a company’s operating performance.

Overview

We were one of the largest integrated omni-channel payment solutions provider in India in terms of providing
digital and cash-based solutions to banks and corporate clients, as of March 31, 2021 (Source: Ken Payments
Report). We provide customised products and services comprising ATM and CRM outsourcing, cash
management and digital payment solutions including merchant solutions, transaction processing services and
mobile wallets. As of March 31, 2021, we were the second largest company in India in terms of (i) revenue from
ATM managed services under the outsourcing model, and (ii) revenue from cash management and number of
ATMs replenished (Source: Ken ATM Report). As of August 31, 2021, we deployed 221,066 payment terminals
and were one of the largest deployers of POS terminals at petroleum outlets in India, having rolled out IPS at
more than 16,000 petroleum outlets with 28,986 terminals in India, as of March 31, 2021 (Source: Ken
Payments Report). We also pioneered IPS with OMCs (Source: Ken Payments Report). For the five months
ended August 31, 2021 and the financial years 2021, 2020 and 2019, we derived 95.9%, 95.6%, 95.5% and
96.1%, respectively, of our revenues from operations in India where our business started, although we have
expanded internationally to offer automation and payment solutions to banks and financial institutions in other
Asian countries comprising Sri Lanka, Singapore, Cambodia, Philippines and Indonesia. Our total revenue from
operations was 2 7,534.00 million, 217,589.44 million, 718,004.43 million and 218,057.42 million for the five
months ended August 31, 2021 and the financial years 2021, 2020 and 2019, respectively.

319
We started providing banking automation solutions in India in 2004. We deployed products from international
solution providers such as Diebold Nixdorf and established our own country-wide service infrastructure and
automation solutions expertise to provide related services. Beginning in 2009, we leveraged our banking
automation solutions expertise and service reach to offer ATM outsourcing and managed services by, among
other things, entering into two cooperation agreements with Diebold Nixdorf for banking and retail products. As:
part of our strategy to strengthen our presence in the cash value chain, offer an integrated payments platform and
improve our operational efficiencies, we commenced offering transaction switching services in 2011 and cash
management services in 2012. In 2014, we expanded our offerings into digital payment solutions, enhancing our
integrated digital platform and Software-as-a-Service (“SaaS”) capabilities. In 2016, we also entered into an
alliance with ACI Worldwide (“ACI”), a leading international payments solution provider, which has further
strengthened our value proposition to customers.

We operate our business in the following segments:
e Payment Solutions;
e Banking Automation Solutions; and
Other Automation Solutions (for customers in the retail, petroleum and colour sectors).

Our Payment Solutions segment comprises ATM and CRM outsourcing and managed services, cash
management services, iCDs, digital payment services which include toll and transit solutions, Fastlane,
transaction switching services, services through POS machines and agency banking. Our customers in the
Payment Solutions segment include ICICI Bank Limited, Axis Bank Limited, HDFC Bank Limited and Federal
Bank Limited.

e  Inour ATM and CRM outsourcing and managed services businesses, we are responsible for the end-to-
end management of ATMs and CRMs, starting from site identification and development, followed by
machine deployment, maintenance and management on behalf of our customers. While we own the
ATMs and CRMs in our outsourcing services business, ownership of ATMs and CRMs remains with
the customers themselves under our managed services business. As of August 31, 2021, our portfolio
consisted of 14,099 ATMs and CRMs under our outsourcing business and 19,161 ATMs and CRMs
under our managed services business in India. We also provide outsourcing solutions for 1,273 ATM
and kiosks in Sri Lanka, as of August 31, 2021.

e The cash management services of our subsidiary, SVIL, build on our ATM outsourcing and managed
services businesses, and include cash replenishment, cash pick-up, cash-in-transit (“CIT”), cash
vaulting and cash processing services for ATMs managed by us and by other operators. As of August
31, 2021, we provided cash management services to 46,214 ATMs through a fleet of 2,513 cash vans
including 267 dedicated cash vans to banks, and 475 vaults and spoke locations, covering
approximately 1,860 cities and towns in India. Our subsidiary, SVIL, was the second largest cash
management company in India, in terms of revenue from cash management and number of ATMs
replenished, as of March 31, 2021 (Source: Ken ATM Report). SVIL is the only cash management
company that has followed Ministry of Home Affairs (“MHA”) guidelines dated August 8, 2018 and
RBI guidelines dated April 6, 2018 on a pan-India basis (Source: Ken ATM Report). We have also
implemented cassette swaps for our outsourcing services business. One of our major customers in cash
management services is BTI India Payments Private Limited and Hitachi Payment Services Private
Limited.

e To enhance our digital portfolio and address new market segments, we commenced our operations in
merchant solutions. Our merchant services include device-based and device-less payment solutions,
prepaid and loyalty programs, Cash@POS, payment gateway and remote payment solutions, loans
against card receivables and other VAS. As of August 31, 2021, we had 180,993 merchants as clients.
Ina span of two years, we became one of the largest deployer of POS terminals at petroleum outlets in
India (Source: Ken Payments Report). In particular, we focus on serving the oil marketing industry,
private and public sector banks and corporate merchants. Of our 221,066 POS terminals deployed with
clients as of August 31, 2021, 183,985 terminals were located at retail and corporate outlets and 37,081
terminals were located at OMCs. For the five months ended August 31, 2021 and the financial years
2021, 2020 and 2019, the GTV transacted through our POS terminals at OMC retail outlets was
295,178 million, %133,656.32 million, %74,990.48 million and 225,376.78 million, respectively. We

320
have orders in hand from major OMCs including Hindustan Petroleum Corporation Limited (*HPCL”)
and Indian Oil Corporation Limited (“IOCL”). Other corporate customers for our digital portfolio
include Dr. Lal Pathlabs Limited, Patanjali Ayurved Limited, Sunshine Teahouse Private Limited
(Chaayos), RJ Corp Limited, VRIPL Retail Private Limited, Om Sweets, Lata Mangeshkar Medical
Foundation and Organic India Private Limited.

e In April 2021, to further enhance our digital capability and to leverage on the PPI authorisation issued
to our subsidiary, ITSL, we started our open loop Ongo prepaid card, which can be used by consumers
to pay for transactions.

e We also provide transaction switching services, where we integrate a variety of payment channels,
including internet payment gateways and several mobile payment systems, to route, switch and process
electronic transactions even across non-banking segments. This gives us the ability to cater to the needs
of banks, retailers, petrol stations and other financial institutions across the payment transactions value
chain and to assist our customers in the issuance of new cards, migration of their existing card base and
the authorization of cards. Our in-house switch development software team also develops customized
switching solutions for our customers.

Our Banking Automation Solutions business segment, which commenced in 2004, comprises sale of ATMs and
CRMs, currency technology products and self-service terminals and related services and upgrades. As of August
31, 2021, we had approximately 50 banking customers, including ICICI Bank Limited, HDFC Bank Limited
and Axis Bank Limited.

Our Other Automation Solutions business segment encompasses the sale of machines and related services to
customers in the retail, petroleum and colour segments. As part of our Other Automation Solutions segment, we
supply automation products and provide implementation services, system integration, remote management and
support and help desk services. Customers for our retail sector offerings include More Retail Private Limited,
while customers for our petroleum sector offerings include HPCL, IOCL and BPCL. Our colour operations
primarily comprise the supply of automatic paint dispensers and related services, and serve customers including
Asian Paints Limited, Kansai Nerolac Paints Limited and Berger Paints India Limited.

As of August 31, 2021, we had installed, maintained or managed a network of approximately 72,000 ATMs and
CRMs, provided cash management services to 46,214 ATMs through SVIL, installed 221,066 merchant POS
and approximately 46,800 cash billing terminals, automated approximately 17,924 petroleum outlets and
installed approximately 88,521 colour dispensing machines. For the five months ended August 31, 2021 and the
financial years 2021, 2020 and 2019, SVIL replenished a daily average amount of approximately 220 billion,
220 billion, 210 billion and 29 billion, respectively, and we processed 487.10 million, 1,094.93 million,
871.74 million and 936.83 million switching transactions, respectively. For the five months ended August 31,
2021 and the financial years 2021, 2020 and 2019, we processed 72.85 million, 121.27 million, 85.67 million
and 195.19 million merchant transactions, respectively, with a GTV of 2123,498 million, 2205,718.23 million,
%142,750.96 million and 281,962.47 million, respectively. Our operations covered approximately 2,200 cities
and towns, servicing approximately 446,000 machines or customer touch points, as of August 31, 2021.

 

We believe that we have a strong management team with significant industry experience and established
relationships with our customers. Our key managerial personnel and senior managerial personnel enable us to
identify new opportunities and implement our business strategies in the manner contemplated and to continue to
build on our track record of customer service and respond to market opportunities.

We have an established track record of delivering robust financial performance as well as continued growth. For
the five months ended August 31, 2021 and the financial years 2021, 2020 and 2019, our total income was
2 7,623.04 million, 217,971.52 million, 218,335.26 million and 218,236.30 million, respectively, our profit /
(loss) before tax was 2 (55.00) million, 2824.27 million, 21,195.24 million and 2788.89 million, respectively,
our EBITDA was 2 1,940.62 million, 24,767.60 million, 74,954.61 million and 24,428.75 million, respectively,
and our EBITDA Margin was 25.5%, 26.5%, 27.0% and 24.3%, respectively.

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Significant Factors Affecting Our Results of Operations and Financial Condition
Impact of Coronavirus Disease 2019 (COVID-19) pandemic

On March 14, 2020, the India Government declared COVID-19 as a “notified disaster” and initiated a nation-
wide lockdown beginning March 25, 2020 for three weeks which was extended to May 31, 2020. The lockdown
was periodically extended to varying degrees by state governments and local administrations. Although ATMs
and cash services were declared as essential services and remained functional throughout the lockdown, the
lockdown, including shutdown of public transportation, hampered our business and field operations.

A second wave of COVID-19 beginning in March 2021 has become more severe and widespread than the first
wave during 2020, with many geographies experiencing shortages of vaccines, hospital beds and oxygen. This
second wave has also resulted in additional lockdowns throughout India. As a result of this second wave of
COVID-19 cases and associated lockdowns, our business and field operations were similarly hampered. As a
result of the lockdowns, a number of our POS merchants, partners and vendors temporarily ceased their
operations.

The COVID-19 pandemic has affected, and may continue to affect, our business, results of operations and
financial condition in a number of ways, such as:

¢ reluctance to use cash in transactions and therefore less withdrawal of cash from ATMs in
general, as a result of significantly reduced movement;

e the reduction in demand for and usage of our cash management services, including especially
our cash pick-up, door-step banking and cash in transit services, as a result of a reduction in the
number of ATM transactions and closure of all major organised retail stores;

e usage overload of certain of our user platforms, applications, servers and other infrastructure
due to increased usage of our digital payments solutions;

e decreased usage of our transit-linked payment solutions, such as FastLane, as a result of
reduced movement and travel;

e decreased usage of our POS-based solutions across our POS network, due to reduced
movement and in-person purchases with our merchants;

e — difficulty in setting up and expanding our POS-based solutions, due to restrictions on venue
capacity and travel;

e adverse effects to our growth rates and on profitability and cash flows, particularly if our
operating expenses do not decrease at the same pace as revenue declines; we may not be able to
decrease our expenses significantly in the short-term and as such would need to suffer delays in
making payments, both internally and externally, or we may choose not to significantly reduce
them in an effort to remain focused on long-term outlook and investment opportunities;

e increased vulnerability to cyber-security threats and potential breaches, including phishing
attacks, malware and impersonation tactics, resulting from the increase in numbers of
individuals working from home;

uncertainty regarding the conditions that must be satisfied before government authorities
completely lift “stay-at-home” orders and further imposition of such orders as a result of the
resurgence of COVID-19 since March 2021;

¢ potential negative impact on the health and safety of our personnel, particularly because a
number of them were and could in future be afflicted by COVID-19, which could result in a

deterioration in our ability to ensure business continuity during this disruption; and

e the rapid shift to remote working and social distancing created inherent operational,
productivity, connectivity and oversight challenges; accordingly, the changed environment

322
under which we are operating could have an adverse effect on our internal controls over
financial reporting, our ability to ensure business continuity during this disruption, our ability to
meet a number of our compliance requirements in a timely manner, and the operations of our
customers and other third parties.

In response to the COVID-19 pandemic, we initiated business continuity processes, such as increasing our focus
on digital initiatives and increasing our digital footprint, specifically in the OMC sector. We also initiated
tracking procedures, enforced restrictions on business travel and circulated advisory notices and instructions to
all employees. Further, in response to the COVID-19 pandemic, the RBI allowed banks and lending institutions
to offer moratoriums to their customers to defer payments under loan agreements until August 31, 2020 and
pursuant thereto, we availed a moratorium for loans representing 4.8% of our total borrowings as of March 31,
2021.

On September 1, 2020, the Indian Government permitted states to resume all activities and function normally,
while continuing with restrictions only in certain containment zones and on January 16, 2021 began its
vaccination distribution effort. However, with the second wave of COVID-19 having spread throughout India in
2021 which led to lockdowns implemented periodically to varying degrees by state governments and local
administrations, there remains significant uncertainty relating to the long-term adverse impact of the COVID-19
pandemic on the Indian economy, as well as the global economy and financial markets, and as a result we are
unable to accurately predict the long-term impact of the COVID-19 pandemic on our business. To the extent
that the COVID-19 pandemic adversely affects our business and operations, it may also have the effect of
heightening many of the other risks described in the “Risk Factors” section. See “Risk Factors — Internal Risk
Factors — The Coronavirus Disease 2019 (COVID-19) pandemic has had and may continue to have certain
adverse effects on our business, operations, cash flows and financial condition. The continuing impacts of the
Coronavirus Disease 2019 (COVID-19) are unpredictable and could be significant, and the extent to which it or
the effect of outbreaks of any other severe communicable disease may continue to do so in the future is
uncertain and cannot be predicted.” on page 25.

Ability to Deliver New and Innovative End-to-end Solutions

The business segments in which we operate are characterised by evolving industry standards, changing customer
preferences and introduction of new technologies, products and services. Responding to opportunities to expand
into other services to complement our core payment and banking offerings is a key element of our growth
strategy. As new technologies develop, our infrastructure may need to be replaced or upgraded, or we may need
to develop completely new services, such as our initiative to develop mobile payments services, to maintain our
competitive position. We expect that our ability to anticipate these technological advances and develop
innovative end-to-end solutions for our customers to meet their requirements in a timely and cost-effective
manner will have a significant effect on our results of operations.

Further, we believe that the diversification of our business and revenue base is a key component of our success.
We believe that our financial performance is tied to our ability to provide diversified, customised end-to-end
solutions to existing and new customers. We derive a significant majority of revenue from our Payment
Solutions segment, particularly from providing ATM outsourcing and cash management services. We are
growing our digital solutions business and to the extent that our diversification strategy is successful, it will
mitigate risks associated with revenue concentration.

Continued Relationships with Customers, Key Partners and Vendors

We have developed strong relationships with several key customers. We intend to deepen our relationships with
our customers by offering customised, end-to-end payment transactions and automation solutions and procure
repeat orders. Our ability to maintain and strengthen our relationships with such customers will affect our
revenues.

We have established relationships with several key partners and vendors. Our ability to continue to offer our
products and services is dependent on our continued relationships with such key partners and vendors. We
believe that our long-standing relationship with such companies has led to effective knowledge sharing and the
adoption of global best practices, thereby enabling us to improve and develop our in-house service capabilities.
Such tie-ups have also allowed us to develop credibility, as we are able to cater to our customers in a quick and
effective manner. Consequently, the development and continued maintenance of relationships with our partners
and vendors is a key factor in the operation of our business.

323
See ‘~ Dependence on a Few Customers and Suppliers” on page 356.
Government Regulation and Policy

The payments and banking industries in India, and more specifically, the installation, maintenance and
management of ATMs and the installation and servicing of payment systems, are regulated and the regulatory
environment has been subject to changes in the past. In addition, interchange fees, which are the fees charged by
one bank for usage of another bank’s ATM card on the first bank’s ATM machines, in India is set by member
organisations such as the National Payments Corporation of India. Any potential future governmental or other
actions that affect the amount of interchange fees that can be assessed on a transaction will affect our revenues.

Government policies may also affect our business. For example, the withdrawal of the two largest
denominations as part of the demonetization in India in November 2016 and the resultant shortage of banknotes
led to customers being unable to withdraw cash at ATMs. This contributed to a decline in the number of
transactions on the ATM network and lower growth in the managed services market in the financial year 2017.
Further, the Government of India, pursuant to a notification dated January 28, 2020, has mandated that all
RuPay debit card transactions be free of charge, and we are therefore no longer able to charge fees on such
transactions.

In addition to India, we also operate in select Asian countries, and laws and regulations vary substantially in
each of these countries. The extensive regulatory structures under which we carry out our operations influences
our flexibility to respond to market conditions, competition or changes in our cost structure.

For further details, please see the sections “Key Regulations and Policies” and “Government and Other
Approvals” on pages 177 and 384, respectively.

Capital Requirements and Availability of Funding

Our business is capital intensive, as a substantial amount of capital is required to build, maintain and operate an
ATM network and infrastructure. Further, we would require a significant amount of capital to purchase or
manufacture automated products, develop and implement new technologies, acquire and invest in new
businesses and expand our operations into new jurisdictions. We expect that our capital expenditures for the
financial years 2022 and 2023 will be up to % 1,250.00 million and % 1,500.00 million, respectively. To the
extent that our capital requirements exceed available resources, we will be required to seek additional debt or
equity financing. Additional debt financing could increase our interest expense and may require us to comply
with additional restrictive covenants under our financing agreements. Our ability to obtain additional financing
will also depend on a number of factors, including our future financial condition, results of operations and cash
flows, general market conditions and economic, political and other conditions in the markets where we operate.
Our ability to finance our capital needs, and secure other financing when needed, on acceptable terms, is a key
factor in the operation of our business.

Market Conditions and Demand for our Products and Services

Our results of operations depend on the continued existence, success and growth of, and demand for, our various.
products and services. Developments in the global and Indian economy influence the decisions of enterprises to
determine their spending for payment transactions and automation solutions, thereby affecting the demand for
our products and services.

Sales to Indian customers have comprised a majority of our total revenues, so consequently, our operating
results depend on general economic conditions in India. With India’s real GDP growth rate expected to be 9.5%
in calendar year 2021 (Source: Ken ATM Report) and the Government's focus on financial inclusion, we expect
the demand for our products and services to grow. Further, as we have also started expanding our operations to
Southeast Asian and other countries, our results could be affected by economic conditions in those markets.

Operating Expenses
Employee benefit expenses represent a significant portion of our expenses. Employee benefit expenses were

% 1,088.12 million, = 2,771.66 million, = 2,800.76 million and % 2,748.80 million, or 19.1%, 21.0%, 20.9% and
19.9% of our total expenses before interest, depreciation and amortisation, for the five months ended August 31,

324
2021 and the financial years 2021, 2020 and 2019, respectively. Attracting and retaining skilled employees is,
and is expected to continue to remain, an ongoing focus for us.

Other significant expenses include subcontracting expenses, which were = 1,093.33 million, = 2,363.05 million,
% 1,701.30 million and % 1,291.20 million, or 19.2%, 17.9%, 12.7% and 9.4% of our total expenses before
interest, depreciation and amortisation, for the five months ended August 31, 2021 and the financial years 2021,
2020 and 2019, respectively, and transaction expenses, which were 2 565.24 million, % 950.07 million,
% 861.53 million and % 502.20 million, or 9.9% 7.2%, 6.4% and 3.6% of our total expenses before interest,
depreciation and amortisation, for the five months ended August 31, 2021 and the financial years 2021, 2020
and 2019, respectively.

Competition

Our businesses are in industries which are highly competitive. For our banking sector operations, our principal
competition comes from independent ATM manufacturers and managed services providers and national and
regional financial institutions. We compete with our competitors for the sale, operations and maintenance of
ATMs and they could affect our ability to obtain or maintain desirable locations for our ATMs. Our competitors
in our Payment Solutions segment include other cash management companies, commercial banks, fintech
companies and other POS players. See “Industry Overview” on page 116.

Increased competition could affect our transaction fees, gross margins and market share.
Our Critical Accounting Policies

We set forth below certain critical accounting policies. For a complete description of significant accounting
policies applicable to us, see “Financial Statements - Annexure V — Basis of preparation and Significant
Accounting Policies” on page 229.

Basis of measurement

The Restated Consolidated Financial Information have been prepared on historical cost basis, except for the
following assets and liabilities which have been measured at fair value:

e Certain financial instruments (assets and liabilities) measured at fair value; and
e Net defined benefit (asset) / liability — fair value of plan assets less present value of defined benefit
obligations

Key estimates and assumptions

While preparing the Restated Consolidated Financial Information in conformity with Ind AS, our management
has made certain estimates and assumptions that require subjective and complex judgments. These judgments
affect the application of accounting policies and the reported amount of assets, liabilities and disclosure of
contingent liabilities at the reporting date and the reported amount of income and expenses for the reporting
period. Future events rarely develop as forecasted and the best estimates require adjustments, as actual results
may differ from these estimates under different assumptions or conditions.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognized prospectively.

Judgement, estimates and assumptions are required in particular for:

Revenue recognition

Our contracts with customers include promises to transfer multiple products and services to a customer.
Judgment is required to determine the transaction price for the contract. The transaction price could be variable

consideration with elements such as net of returns, service level agreement adjustments or credits, non-current
warranties, trade discounts or volume rebates, where applicable.

325
Determination of the estimated useful lives

Useful lives of property, plant and equipment are based on the life prescribed in Schedule II of the Act. In cases.
where the useful lives are different from that prescribed in Schedule II and in case of intangible assets, they are
estimated by management based on technical advice, taking into account the nature of the asset, the estimated
usage of the asset, the operating conditions of the asset, past history of replacement, anticipated technological
changes, manufacturers’ warranties and maintenance support. All useful lives are reviewed at each reporting
period and revised, if required.

Recognition and measurement of defined benefit obligations

The obligation arising from defined benefit plan is determined on the basis of actuarial assumptions. Key
actuarial assumptions include discount rate, trends in salary escalation, actuarial rates and life expectancy. The
discount rate is determined by reference to market yields at the end of the reporting period on government bonds.
The period to maturity of the underlying bonds correspond to the probable maturity of the post-employment
benefit obligations. Due to complexities involved in the valuation and its long term nature, defined benefit
obligation is sensitive to changes in these assumptions. All assumptions are reviewed at each reporting period.

Recognition and measurement of other provisions

The recognition and measurement of other provisions are based on the assessment of the probability of an
outflow of resources, and on past experience and circumstances known at the closing date. The actual outflow of
resources at a future date may therefore vary from the amount included in other provisions.

Discounting of long-term financial assets / liabilities

All financial assets or liabilities are required to be measured at fair value on initial recognition. In case of
financial assets or liabilities which are required to subsequently be measured at amortized cost, interest is
accrued using the effective interest method.

Determining whether an arrangement contains a lease
At inception of an arrangement, we determine whether the arrangement is, or contains, a lease.

At inception or on reassessment of an arrangement that contains a lease, we separate payments and other
consideration required by the arrangement into those for the lease and those for other elements on the basis of
their relative fair values. If we conclude for a finance lease that it is impracticable to separate the payments
reliably, then an asset and a liability are recognized at an amount equal to the fair value of the underlying asset;
subsequently, the liability is reduced as payments are made and an imputed finance cost on the liability is
recognized using our incremental borrowing rate. In case of operating lease, all payments under the arrangement
are treated as lease payments.

Fair value of financial instruments

Derivatives are carried at fair value. Derivatives includes foreign currency forward contracts. Fair value of
foreign currency forward contracts are determined using the fair value reports provided by respective bankers.

Certain unquoted investments are carried at fair value. The fair value of these instruments is measured using
valuation techniques such as discounted cash flows and information from other comparable companies in the
market.

Taxes
Significant management judgment is required in determining provision for income tax, deferred income tax
assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax

assets is based on estimates of taxable income in which the entity operates and the period over which deferred
income tax assets will be recovered.

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Deferred tax assets are recognized 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
used.

Measurement of fair values
Our accounting policies and disclosures require the measurement of fair values for financial instruments.

We have an established control framework with respect to the measurement of fair values. Our management
regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as.
broker quotes or pricing services, is used to measure fair values, then our management assesses the evidence
obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS,
including the level in the fair value hierarchy in which such valuations should be classified.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows.

e Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

e Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (i.e., as prices) or indirectly (i.e., derived from prices).

e Level 3: inputs for the asset or liability that are not based on observable market data (unobservable
inputs).

When measuring the fair value of an asset or a liability, we use observable market data as far as possible. If the
inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the
lowest level input that is significant to the entire measurement. We recognize transfers between levels of the fair
value hierarchy at the end of the reporting period during which the change has occurred.

We have recognized certain assets at fair value and further information is included in the relevant notes.
Basis of consolidation

The Restated Consolidated Financial Information has been prepared in accordance with the requirements of Ind
AS 110 — ‘Consolidated Financial Statements’.

Subsidiaries

Subsidiaries are all entities over which we have control. We control an entity when we are exposed to, or have
rights to, variable returns from our involvement with the entity and have the ability to affect those returns
through our power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date
on which control is transferred to us. They are deconsolidated from the date when the control ceases.

We combine the financial statements of our parent and our subsidiaries line by line adding together like items of
assets, liabilities, equity, income and expenses. Intra-group transactions, balances and unrealised gains on
transactions between group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have
been changed wherever necessary to ensure consistency with the policies adopted by us.

The excess of cost to us of our investment in subsidiaries, on the acquisition dates over and above our share of
equity in our subsidiaries, is recognized as ‘Goodwill on Consolidation’ being an asset in the Restated
Consolidated Financial Information. The said goodwill is not amortized, however, it is tested for impairment at
each balance sheet date and the impairment loss, if any, is provided for. On the other hand, where the share of
equity in subsidiaries as on the date of investment is in excess of cost of our investments, it is recognized as
“Capital Reserve’ and shown under the head ‘Reserves and Surplus’ in the Restated Consolidated Statement of
Assets and Liabilities. In case of acquisition of additional stake in the existing subsidiary, the excess of purchase
consideration over our portion of equity of the subsidiary on the date on which the additional investment is
made, is adjusted in equity.

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Non-controlling interests in the net assets of consolidated subsidiaries is identified and presented in the Restated
Consolidated Statement of Assets and Liabilities within equity.

Non-controlling interests in the net assets of consolidated subsidiaries consists of:

e the amount of equity attributable to non-controlling interests at the date on which investment in a
subsidiary is made; and

e the non-controlling interest’s share of movements in equity since the date parent subsidiary relationship
came into existence.

The profit and other comprehensive income (“OCI”) attributable to non-controlling interests of subsidiaries are
shown separately in the Restated Consolidated Statement of Profit and Loss and Restated Consolidated
Statement of Changes in Equity.

Upon loss of control, we derecognize the assets and liabilities of the subsidiary, any non-controlling interest and
the other components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is
recognized in the Restated Consolidated Statement of Profit and Loss. If we retain any interest in the previous
subsidiary, then such interest is measured at fair value at the date that control is lost and the differential is
recognized in Restated Consolidated Statement of Profit and Loss. Subsequently, it is accounted for as an
equity-accounted investee depending on the level of influence retained.

As far as possible, the Restated Consolidated Financial Information is prepared using uniform accounting
policies for like transactions and other events in similar circumstances and are presented in the same manner as
our Company’s Restated Standalone Financial Information.

The subsidiaries or step-down subsidiaries considered in the preparation of the Restated Consolidated Financial
Information and our shareholding in these companies as of the dates indicated are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘As of
Subsidiaries ey ee = August 31,|March 31,|March 31,|March 31,
2021 | 2021 | 2020 | 2019

al Teaser Services Limited (we ApH LT Co pany india 100%! 100%! 100%! 100%
feurdie India Limited (we AprI24, | Company nila qox| owe! 160%! duos
ae Mane So PET. (GISEY) | waaay | singapete 100%} 100%] 100%} 100%
wae Ree CNTPL") GTsL_ | singapore 90%] 90% 90% 90%
Foledhect Moon otih Gompany, ntPL | Cambodia 90%} 90%] 90%] 90%
See oa Comoration (wet) nerpr, | Philippines 90% 90% 90% 90%
pet cone the os IER vate) Limited NTPL Sri Lanka 90% 90% 90% 90%
oe Owed, Company India 60% 60% 60% 60%

 

* Not considered for consolidation purposes.
Associates

An associate is an entity in which we have significant influence, but not control or joint control, over the
financial and operating policies. Interests in associates are accounted for using the equity method. They are
initially recognized at cost which includes transaction costs. Subsequent to initial recognition, the Restated
Consolidated Financial Information includes our share of profit and loss and OCI of equity-accounted investees
until the date on which significant influence ceases.

328
 

 

 

 

 

 

a “é ‘As of
Associates epee ‘August | March | March | March
31,2021 | 31,2021 | 31,2020 | 31, 2019
PT. Nova Digital Perkasa (w.e.f. January 29, 2020) _| Indonesia 45% 45% 45% z

 

 

 

 

Financial assets
Initial recognition and measurement
Financial assets are recognized when we become a party to the contractual provisions of the instrument.

On initial recognition, a financial asset is recognized at fair value; in case of financial assets which are
recognized at fair value through profit and loss (“FWTPL”), its transaction cost is recognized in the Restated
Consolidated Statement of Profit and Loss. In other cases, the transaction cost is attributed to the acquisition
value of the financial asset.

Classification and subsequent measurement
We classify our financial assets into:

e financial assets measured at amortized cost;
e financial assets measured at fair value through OCI (“FVOCI”); and
e financial assets measured at FVTPL.

Management determines the classification of our financial assets at the time of initial recognition or, where
applicable, at the time of reclassification.

Financial assets measured at amortized cost

A financial asset is classified and measured at amortized cost if it is held within a business model whose
objective is to:

e hold financial asset in order to collect contractual cash flows and
e the contractual terms of the financial asset give rise on specific dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortized cost using effective
interest rate method (“EIR”). Amortized cost is arrived at after taking into consideration any discount on fees or
costs that are an integral part of the EIR. The amortization of such interest forms part of finance income in the
Restated Consolidated Statement of Profit and Loss. Any impairment loss arising from these assets is
recognized in the Restated Consolidated Statement of Profit and Loss.

Financial assets measured at fair value through other comprehensive income (FVOCI)

Debt investments at FVOCI: These assets are subsequently measured at fair value. Interest income under the
effective interest method, foreign exchange gains and losses and impairment are recognized in Restated
Consolidated Statement of Profit and Loss. Other net gains and losses are recognized in OCI. On derecognition,

gains and losses accumulated in OCI are reclassified to Restated Consolidated Statement of Profit and Loss.

Financial assets are not reclassified subsequent to their recognition, except if and in the period we change our
business model for managing financial assets.

Financial assets measured at fair value through profit and loss (FVIPL)
This is a residual category for classification. Any asset which does not meet the criteria for classification as at

amortized cost and FVOCI is classified as FVTPL. Financial assets at FVTPL are measured at fair value, and
changes therein are recognized in the Restated Consolidated Statement of Profit and Loss.

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Trade receivables

Trade receivables are initially recognized at fair value. Subsequently, these assets are held at amortized cost,
using the EIR method. The EIR is the rate that discounts estimated future cash income through the expected life
of financial instrument. Trade receivables are tested for impairment on a specific basis after considering the
sanctioned credit limits, prior experience, customer profile and expectations about future cash flows.

Derecognition

We derecognize a financial asset when the contractual rights to the cash flows from the financial asset expire, or
it transfers the contractual rights to receive the cash flows from the asset.

Impairment of financial asset

Expected credit losses are recognized for all financial assets subsequent to initial recognition other than financial
assets in the FVTPL category.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition
and when estimating expected credit losses, we consider reasonable and supportable information that is relevant
and available without undue cost or effort. This includes both quantitative and qualitative information and
analysis, based on our historical experience and informed credit assessment and including forward looking
information.

For trade receivables, we apply a simplified approach. We recognize impairment loss allowance based on
lifetime expected credit losses at each reporting date, right from its initial recognition. Trade receivables are
tested for impairment on a specific basis after considering the sanctioned credit limits and expectations about
future cash flows.

The impairment losses and reversals are recognized in Restated Consolidated Statement of Profit and Loss.
Financial liabilities

Initial recognition and measurement

A financial liability is recognized when we become a party to the contractual provisions of the instrument.
Financial liabilities are initially measured at fair value less any directly attributable transaction costs unless at
initial recognition, they are classified as FVTPL. A financial liability is classified as at FVTPL if it is held for
trading, or it is a derivative or it is designated as such on initial recognition.

Subsequent measurement

Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest
expense, are recognized in Restated Consolidated Statement of Profit and Loss. Other financial liabilities are
subsequently measured at amortized cost using EIR. Interest expense and foreign exchange gains and losses are
recognized in the Restated Consolidated Statement of Profit and Loss.

Derecognition

A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled or
expires.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Restated Consolidated
Statement of Assets and Liabilities if there is a currently enforceable legal right to offset the recognized amounts
and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

Derivative financial instruments

We hold derivative financial instruments (forward contracts) to hedge our foreign currency exposures.

330
 

Derivatives are initially measured at fair value. Subsequent to initial recognition, derivatives are measured at fair
value, and changes therein are generally recognized in the Restated Consolidated Statement of Profit and Loss.
The gain or loss on such derivative is presented in the Restated Consolidated Statement of Profit and Loss in the
same line item as the corresponding foreign exchange loss or gain arising from the hedged transaction.

Share capital
Ordinary equity shares

Incremental costs directly attributable to the issue of ordinary equity shares are recognized as a deduction from
equity.

Treasury shares

We have created an AGSTTL Employees Welfare Trust (“Trust”) for providing share-based payment to our
employees. The Trust is used as a vehicle for distributing shares to employees under the employee remuneration
schemes. The Trust buys shares of our Company for giving shares to employees. Our Company treats the Trust
as our extension and shares held by the Trust are treated as treasury shares. Treasury shares are recognized at
cost and deducted from equity. No gain or loss is recognized in the Restated Consolidated Statement of Profit
and Loss on the purchase, sale, issue or cancellation of our Company’s own equity instruments. Any difference
between the carrying amount and the consideration, if reissued, is recognized in capital reserve. Share options
exercised during the reporting period are deducted from treasury shares.

Property, plant and equipment
Recognition and measurement

Items of property, plant and equipment are measured at cost, less accumulated depreciation and accumulated
impairment losses, if any.

Cost of an item of property, plant and equipment comprises its purchase price, including import duties and non-
refundable purchase taxes, any directly attributable cost of bringing the item to its working condition for its
intended use and estimated costs of dismantling and removing the item and restoring the site on which it is
located, after deducting trade discounts and rebates if any.

Pre-operative expenses such as salaries, brokerage and legal and professional fees incurred during installation
period are capitalized under the respective asset head as part of the indirect installation cost, to the extent to
which the expenditure is allocable or apportioned to the asset-head. In case of composite contract involving
acquisition of property, plant and equipment and providing services, the property, plant and equipment are
capitalized at the respective fair value of the asset acquired.

Stores and spares includes tangible items used as rotables in supply of goods or services and are expected to be
used for a period more than one year.

Demo assets includes assets which are given for training, testing and demonstration to various current and
prospective customers for supply of goods or services and are expected to be used for a period more than one
year.

Any gain or loss on disposal of an item of property, plant and equipment is recognized in the Restated
Consolidated Statement of Profit and Loss.

Property, plant and equipment which are not ready for intended use as on the reporting date are disclosed as
“capital work-in-progress”.

Advances paid towards the acquisition of property, plant and equipment outstanding at each reporting date are
classified as capital advances.

POS machines which are removed or de-installed from a particular location are included under ‘Deletions’

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Subsequent expenditure

Subsequent expenditure is capitalized only if it is probable that future economic benefits associated with the
expenditure will flow to the entity.

Depreciation

Depreciation on property, plant and equipment

Depreciation is provided on the Written Down Value (“WDV”) method, except in the case of buildings, ATMs,
ATM sites, demo assets, POS machines, vehicles for cash management and stores and spares where the Straight-
Line Method (“SLM”) is used, over the estimated useful life of each asset as determined by our management.
Depreciation is provided on a pro-rata basis, i.e., from the date on which the asset is put to use.

The estimated useful lives and method of depreciation of items of property, plant and equipment are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset Method of Depreciation Useful life (years)
Buildings SLM 30-60
‘ATM machines*A SLM 5-10
Other assets at ATM sites** SLM 7;
POS machines*” SLM 3-5
Demo assets# SLM 2-5
Stores and sparest# SLM
Plant and machinery* WDV 10-15
Furniture and fixtures/ WDV 2-10
Office equipment, electrical installation and air conditioners" WDV 2-10
Computers* WDV 1-6
Vehicles for office purposes WDV 8
Vehicles for cash management® SLM 7

 

* ATM machines, other assets at ATM sites, POS machines, vehicles for cash management business and plant and machinery are
depreciated over the estimated useful lives, which is lower than the useful life indicated in Schedule I of the Act. The management has
estimated, supported by independent assessment by professionals, the useful lives of the classes of assets.

# Management has estimated, supported by independent assessment by professionals, the useful lives of the classes of assets.

* Foreign subsidiaries are depreciating assets on SLM basis. The useful life for ATM machines, POS machines, furniture and fixtures, office
equipment; electrical installation and air conditioner and computers have been estimated to be five years, three years, two years, two to
three years and one year, respectively.

Leasehold improvements are amortized over the primary period of lease, i.e., lease period which ranges from
three to ten years as per the agreement or the life of respective assets, whichever is lower.

Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if
appropriate.

Asset held for sale

Assets are classified as held for sale if their carrying amount will be recovered principally through a sale
transaction rather than through continuing use and a sale is considered highly probable. They are measured at
lower of their carrying amount or fair value less cost to sell.

Intangible assets

Recognition and measurement

Intangible assets acquired separately are measured on initial recognition at cost.

Internally generated intangible assets, excluding capitalized development costs, are not capitalized and
expenditure is reflected in the Restated Consolidated Statement of Profit and Loss in the year in which the

expenditure is incurred.

Intangibles which are not ready for intended use as on the reporting date are disclosed as “Intangible under
development”.

332
Subsequent expenditure

After initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated
impairment loss, if any.

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the
specific asset to which it relates.

Service concession arrangements

We recognize an intangible asset arising from a service concession arrangement to the extent we have a right to
charge for use of the concession infrastructure. The fair value, at the time of initial recognition of such an
intangible asset received as consideration for providing construction or upgrade services in a service concession
arrangement, is regarded as our cost. Subsequent to initial recognition, the intangible asset is measured at cost,
less any accumulated amortization and accumulated impairment losses, if any.

 

Amortization of intangible assets

Intangible assets are amortized on a straight line basis over the estimated useful economic life. The estimated
useful lives are as follows:

 

Asset Useful life (years)

 

Licenses and technical know-how

 

 

 

Software 4

 

The estimated useful life of an intangible asset in a service concession arrangement is amortized over the period
of contract.

The amortization period and the amortization method are reviewed at each reporting date. If the expected useful
life of the asset is significantly different from previous estimates, the amortization period is changed
accordingly.

Expenditure on research and development

Expenditure on research activities is recognized in the Restated Consolidated Statement of Profit and Loss as
incurred.

Development expenditure is capitalized as part of the cost of the resulting intangible asset only if the
expenditure can be measured reliably, the product or process is technically and commercially feasible, future
economic benefits are probable, and we intend to and have sufficient resources to complete development and to
use or sell the asset. Otherwise, it is recognized in the Restated Consolidated Statement of Profit and Loss as
incurred.

Following the initial recognition of the development expenditure as an asset, the cost model is applied, requiring
the asset to be carried at cost less any accumulated amortization and accumulated impairment losses, if any.
Amortization of the asset begins when development is complete and the asset is available for use. It is amortized
on a straight line basis over the period of expected future benefit from the related project. Amortization is
recognized in the Restated Consolidated Statement of Profit And Loss.

During the period of development, the asset is tested for impairment annually.
Government Grants

Government grants, including non-monetary grants at fair value, are not recognized until there is reasonable
assurance that we will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognized in the Restated Consolidated Statement of Profit and Loss as other income on

a systematic basis over the periods in which we recognize as expenses the related costs for which the grants are
intended to compensate.

333

 
Impairment of non-financial assets

Our non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated.

For impairment testing, assets that do not generate independent cash inflows are grouped together into cash-
generating units (“CGUs”). Each CGU represents the smallest group of assets that generates cash inflows that
are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less
costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to
the CGU (or the asset).

An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its estimated recoverable
amount. Impairment losses are recognized in the Restated Consolidated Statement of Profit and Loss.
Impairment loss recognized in respect of a CGU is allocated to the carrying amounts of the other assets of the
CGU ona pro rata basis.

In respect of assets for which impairment loss has been recognized in prior periods, we review at each reporting
date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is
reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is
made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Goodwill on business combinations is included in intangible assets. Goodwill is not amortized but it is tested for
impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

Inventories

Raw materials, finished goods, stores, spares (other than those capitalized in property, plant and equipment),
traded items and consumables are carried at the lower of cost and net realizable value. However, materials and
other items held for use in the production of inventories are not written down below cost if the finished products.
in which they will be incorporated are sold at or above cost. The comparison of cost and net realizable value is
made on an item-by-item basis.

In determining cost of raw materials, finished goods, traded items, stores, spares and consumables, weighted
average cost method is used. Cost of inventory comprises all costs of purchase, duties, taxes (other than those
subsequently recoverable from tax authorities) and all other costs incurred in bringing the inventory to their
present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.

Cost of finished goods includes the cost of raw materials and other costs incurred in bringing the inventories to
their present location and condition.

Revenue

Sale of goods

Revenue from contracts with customers is measured at fair value of the consideration received or receivable, is
net of returns, service level credits, non-current warranties, trade discounts, goods and service tax and volume
rebates, where applicable.

Revenue is recognized when we satisfy performance obligation by transferring the goods to the customers. We
‘transfer' goods to the customers when the customers obtains control of the goods. Control may be transferred

either at a point in time or over time. The amount of revenue recognized is adjusted for expected returns, which
are estimated based on historical data.

334
Rendering of services

Revenue from contracts with customers, net of service level adjustment or credits is recognized when we satisfy
performance obligation by transferring the services to the customers and recognize unclaimed amounts when no
pending performance obligation exists.

The revenue from ATM and management services is disclosed net of service level adjustment or credits, one-
time upfront fees and premium on purchase of property, plant and equipment. One-time upfront fees and
premium on purchase of property, plant and equipment is amortized over the period of the respective contract.

Revenue from maintenance contracts is recognized pro-rata over the period of the contract as and when services
are rendered. Revenue from upgrades and digital payment services is recognized as and when services are
rendered.

Revenue from one time set up fees is recognized over the expected contractual term with the customers.
Servicing fees for POS machine is recognized on a monthly basis based on certainty of collection and
transaction fees on the basis of transactions settled using POS machines.

We collect goods and service tax on behalf of the Government and therefore, these are not economic benefits
flowing to us. Hence, they are excluded from revenue.

Service concession arrangements

Revenue related to construction or upgrade services provided under a service concession arrangement is
recognized based on the stage of completion of the work performed. Operation or service revenue is recognized
in the period in which the services are provided by us.

Multiple deliverable arrangements

At contract inception, we assess the goods or services explicitly or implicitly promised in a contract and identify
as a performance obligation each promise to transfer a distinct good or service. A good or service that is
promised in a contract is 'distinct' if both of the following criteria are met:

e the customer can benefit from the good or service either on its own or together with other resources that
are 'readily available’ to the customer; and

«the entity's promise to transfer the good or service to the customer is separately identifiable from other
promises in the contract.

At contract inception, we allocate the transaction price to each performance obligation on the basis of relative
stand-alone selling price.

With effect from April 1, 2018, we have adopted Ind AS 115 ‘Revenue from contracts with customers’.
Recognition of insurance claim, dividend income, interest income or expense

We recognize the claims in the books, when the amount thereof can be measured reliably and ultimate collection
is reasonably certain. As and when claims are finally received from the insurance company, the difference, if
any, between the claim receivable from insurance company and the claims received is adjusted to the
Consolidated Statement of Profit and Loss. All other claims and provisions are accounted on the merits of each
case.

Dividend income is recognized in the Restated Consolidated Statement of Profit and Loss on the date on which
our right to receive payment is established, it is probable that the economic benefits associated with the dividend
will flow to us, and the amount of dividend can be measured reliably.

For all financial instruments measured at amortized cost, interest income or expense is recorded using the EIR,
which is the rate that discounts the estimated future cash payments or receipts through the expected life of the

335
financial instruments or a shorter period, where appropriate, to the net carrying amount of the financial asset or
liability. Interest income is included in other income in the Restated Consolidated Statement of Profit and Loss.

Finance lease interest expense is recognized upon commencement of the finance lease agreement using constant
periodic rate of return over the period of the agreement.

Foreign currency transactions
Initial recognition

Foreign currency transactions are recorded in the functional currency, by applying to the foreign currency
amount the exchange rate between the functional currency and the foreign currency at the date of the
transaction.

Subsequent measurement

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at
the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a
foreign currency are translated into the functional currency at the exchange rate when the fair value was
determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency
are translated at the exchange rate at the date of the transaction. Exchange differences are recognized in the
Restated Consolidated Statement of Profit and Loss in the period in which they arise.

Foreign operations

In case of foreign operations whose functional currency is different from the parent’s functional currency, the
assets and liabilities of such foreign operations, including goodwill and fair value adjustments arising upon
acquisition, are translated to the reporting currency at exchange rates at the reporting date. The income and
expenses of such foreign operations are translated to the reporting currency at the average exchange rates
prevailing during the period. Resulting foreign currency differences are recognized in OCI / (loss) and presented
within equity as part of foreign currency translation reserve (“FCTR”). When a foreign operation is disposed of,
in part or in full, the relevant amount in the FCTR is transferred to the Restated Consolidated Statement of Profit
and Loss.

Fair value gain / (loss) of derivative contracts

Foreign exchange difference on foreign currency borrowings, settlement gain/ (loss) and fair value gain/ (loss)
on derivative contracts relating to borrowings are accounted and disclosed under finance cost.

Employee benefits
Short-term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified short-term
employee benefits and they are recognized in the year in which the employee renders the related services. For
the amount expected to be paid, we recognize an undiscounted liability if we have a present legal or constructive
obligation to pay the amount as a result of past service provided by employees, and the obligation can be
estimated reliably.

Defined contribution plan

A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions
into a separate entity and will have no legal or constructive obligation to pay further amounts. We make
specified monthly contributions towards Government-administered provident fund scheme and employee state
insurance corporations. We have no further legal or constructive obligation to pay once contributions are made.
Contributions made are charged to employee benefit expenses in the year in which the employment services
qualifying for the benefit are provided. Some of our foreign subsidiaries make specified contributions towards.
pension schemes. These contributions are recognized as an expense in the Consolidated Statement of Profit and
Loss, during the period in which the employee renders the related services.

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Gratuity - Defined benefit plan

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. Gratuity is a
defined benefit plan. The gratuity plan provides for a lump sum payment to vested employees at retirement,
death, incapacitation or termination of employment, of an amount based on the respective employee’s eligible
salary and the tenure of employment with us.

The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected
unit credit method. When the calculation results in a potential asset for us, the recognized asset is limited to the
present value of economic benefits available in the form of any future refunds from the plan or reductions in
future contributions to the plan (‘the asset ceiling’).

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on
plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognized in
OCI. We determine the net interest expense (income) on the net defined benefit liability (asset) for the period by
applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to
the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability
(asset) during the period as a result of contributions and benefit payments. Net interest expense and other
expenses related to defined benefit plans are recognized in the Restated Consolidated Statement of Profit and
Loss.

When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates
to past service (‘past service cost’ or ‘past service gain’) or the gain or loss on curtailment is recognized
immediately in the Restated Consolidated Statement of Profit and Loss. We recognize gains and losses on the
settlement of a defined benefit plan when the settlement occurs.

Compensated absences

Compensated absences which are not expected to occur within twelve months after the end of the year in which
the employee renders the related services are recognized as a liability at the present value of the estimated
liability for leave as a result of services rendered by employees, which is determined at each reporting date
based on an actuarial valuation by an independent actuary using the projected unit credit method. The discount
rates used for determining the present value of the obligation under other long term employee benefits, are based
on the market yields on Government of India securities as at the reporting date. Re-measurement gains and
losses are recognized immediately in the Restated Consolidated Statement of Profit and Loss.

We present the above liability as current in the Restated Consolidated Statement of Assets and Liabilities.
Employee stock compensation cost

The grant date fair value of equity settled share-based payment awards granted to employees is recognized as an
employee expense, with a corresponding increase in equity, over the period that the employees unconditionally
become entitled to the awards. The amount recognized as expense is based on the estimate of the number of
awards for which the related service and non-market vesting conditions are expected to be met, such that the
amount ultimately recognized as an expense is based on the number of awards that do meet the related service
and non-market vesting conditions at the vesting date.

Provisions (other than for employee benefits)

A provision is recognized if, as a result of a past event, we have 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 recognized as finance cost.

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Provision for warranties

Provision for current warranty-related costs is recognized 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.

Contingent liabilities and contingent assets

Contingent liabilities are possible obligations whose existence will only be confirmed by future events not
wholly within our control, 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 recognized in the consolidated financial statements but are disclosed unless the possibility of an outflow of
economic resources is considered remote.

A contingent asset is not recognized but disclosed in the consolidated financial statements where an inflow of
economic benefit is probable.

Contingent liabilities and contingent assets are reviewed at each reporting date.
Leases

For the purpose of preparation of Restated Consolidated Financial Information, we have applied Ind AS 116
using the modified retrospective approach from 1 April 2018.

We assess 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, we assess
whether: (i) the contact involves the use of an identified asset (ii) we have substantially all of the economic
benefits from use of the asset through the period of the lease and (iii) we have the right to direct the use of the
asset.

On transition to Ind AS 116, we have elected to apply the practical expedient of grandfathering the assessment
of which transactions are leases. Contracts that were not identified as leases under Ind AS 17 were not re-
assessed for whether there is a lease under Ind AS 116. Therefore, the definition of leases that we have tested
our right-of-use assets for impairment on the date of assessment and have concluded that there is no indication
that the right of use assets, is impaired.

As a lessee

We recognize 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
remeasurements 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, our incremental borrowing rate. Generally, we use our 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 amortized cost using the effective interest method.

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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, we recognize a right-of-use asset and a lease liability for the sale and leaseback transaction
on April 1, 2019, 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 recognized in the Restated
Consolidated Statement of Profit and Loss.

We have used a number of practical expedients when applying Ind AS 116, namely: short-term leases, leases of
low-value assets and single discount rate.

We have elected not to recognize 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. We recognize the lease payments associated with these
leases as an expense on a straight-line basis over the lease term. We applied a single discount rate to a portfolio
of leases of similar assets in similar economic environment with a similar end date. We have used hindsight
when determining the lease term and did not recognize right-of-use asset for leases to which the lease term end
within 12 months of date of initial application.

Lease liability and right-of-use assets have been separately presented in the Restated Consolidated Statement of
Assets and Liabilities and lease payments have been classified as financing cash flows.

Leases where we are the lessor

Leases in which we transfer substantially all the risks and benefits of ownership of the asset are classified as
finance leases. Assets given under finance lease are recognized as a receivable at an amount equal to the net
investment in the lease. After initial recognition, we apportion lease rentals between the principal repayment and
interest income so as to achieve a constant periodic rate of return on the net investment outstanding in respect of
the finance lease. The interest income is recognized in the Restated Consolidated Statement of Profit and Loss.
Initial direct costs such as legal costs and brokerage costs are recognized immediately in the Restated
Consolidated Statement of Profit and Loss.

Income tax

Income tax comprises current and deferred tax. It is recognized in the Restated Consolidated Statement of Profit
and Loss except to the extent that it relates to an item recognized directly in equity or in OCI.

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 recognized amounts, and it is intended to realize the asset and settle the
liability on a net basis or simultaneously.

Deferred tax

Deferred tax is recognized in respect of temporary differences arising between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets.
are recognized 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 utilized.

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 realized; such reductions are reversed when the probability of future taxable
profits improves. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the
extent that it has become probable that future taxable profits will be available against which they can be utilized.

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

339
reflects the tax consequences that would follow from the manner in which we expect, 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 realized simultaneously.

Minimum Alternate Tax (“MAT”) paid in accordance with the tax laws, which gives future economic benefits
in the form of adjustment to future income tax liability, is considered as an asset if there is convincing evidence
that we will pay normal income tax. Accordingly, MAT is recognized as an asset in the Restated Consolidated
Statement of Assets and Liabilities as a deferred tax asset when it is highly probable that future economic
benefit associated with it will flow to us.

Borrowing costs

Borrowing costs are interest and other costs (including exchange differences relating to foreign currency
borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with
the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which
necessarily takes a substantial period of time to get ready for its intended use are capitalized as part of the cost
of that asset. Other borrowing costs are recognized as an expense in the period in which they are incurred.

Finance cost

Finance costs includes interest and other borrowing costs incurred in connection with the borrowing of funds.
Interest cost on financial liabilities are measured at amortized cost such as borrowings from banks and others or
bonds or similar instruments 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 statute. Other
borrowing costs include processing fees, commission or charges paid for letter of credit and bank guarantees and
exchange differences relating to foreign currency borrowings to the extent that they are regarded as an
adjustment to interest costs.

Operating segments

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 our other
components and for which discrete financial information is available. Such decision is taken by chief operating
decision maker (“CODM”). Operating segments are reported in a manner consistent with the internal reporting
provided to the CODM.

Business segment

Our operating businesses are organized 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, we have identified ‘Payment Solutions’, ‘Banking Automation Solutions’
and ‘Other Automation Solutions’ segments as the primary reportable segments.

Geographical segment

Our business is primarily within India. Hence, no separate geographical disclosure is considered necessary.

Segment information

e Inter-segment transfers: We generally account for inter-segment sales and transfers at cost plus
appropriate margins.

e 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.

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* Unallocated items: Unallocated items include general corporate income and expense items which are
not allocated to any business segment.

e Segment accounting policies: We prepare our segment information in conformity with the accounting
policies adopted for preparing and presenting our Restated Consolidated Financial Information as a
whole.

Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period 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 period 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 period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares.

Dividend

We recognize a liability for any dividend declared but not distributed at the end of the reporting period when the
distribution is authorized and the distribution is no longer at our discretion on or before the end of the reporting
period. A corresponding amount is recognized directly in equity.

Measurement of earnings before interest, tax, depreciation and amortisation (EBITDA)

We have opted to present earnings before interest (finance cost), tax, depreciation and amortisation and share of
profit/(loss) of associate as separate line items on the face of the Restated Consolidated Statement of Profit and
Loss for the year. We measure EBITDA on the basis of profit/loss from continuing operations including other
income. Finance cost includes interest on borrowings and others, lease liabilities, other borrowing costs and
foreign exchange on borrowing cost to the extent it is considered to be an adjustment to the interest rate.

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.

Current and non-current classification

The Schedule III to the Companies 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:

«it is expected to be realised in, or is intended for sale or consumption in, the entity’s normal operating
cycle;

e — itis held primarily for the purpose of being traded;
¢ — it is expected to be realised within twelve months after the balance sheet date; or

e it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for
at least 12 months after the reporting date.

All other assets are classified as non-current.

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A liability is classified as current when it satisfies any of the following criteria:
* it is expected to be settled in, the entity’s normal operating cycle;
e itis held primarily for the purpose of being traded;

¢ it is due to be settled within twelve months after the Restated Consolidated Statement of Assets and
Liabilities date; or

¢ we do not have an unconditional right to defer settlement of the liability for at 12 twelve months after
the balance sheet 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, we have ascertained our operating cycle as 12 months for the
purpose of current and non-current classification of assets and liabilities.
Segment Information
Our financial statements are prepared and presented in three business segments:

e Payment Solutions, which includes ATM and CRM outsourcing and managed services, cash

management services, iCDs and digital payment services which include toll and transit solutions,

Fastlane, transaction switching services, services through POS machines and agency banking;

e Banking Automation Solutions, which comprises sale of ATM machines and cash recyclers, currency
technology products and self-service terminals and related services and upgrades; and

¢ Other Automation Solutions, which comprises sale of machines and related services to customers in the
retail, petroleum and colour sectors.

Our restated consolidated segment-wise total revenue net of inter-segment revenue and results are presented
below for the five months ended August 31, 2021 and the financial years 2021, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

Pyne santa Banking Automation Other Automation nen
Solutions Solutions
eat oo Rin % of Total | ein % of Total | i % of Total | tin % of Total
millions | Revenue Revenue | millions | Revenue | millions | Revenue
from from from from
Operations Operations Operations Operations
Five months ended | Total Revenue 5,613.11 745 | 1,040.85 13.8 880.04 1L7 | 7,534.00 100.0
August 31, 2021 Segment Results 1,023.23 13.6 381.73 5.1 41.91 0.6 [1,446.87 19.2
Financial Year 2021 |_botal Revenue 13,505.83 76.8 | 1,598.35 9.1 [2,485.26 14.1 [17,589.44 100.0
Segment Results 2,998.75, 17.0 132.63 08 118.15 0.7 -[ 3,249.53 18.5
Financial Year 2020 |_2otal Revenue 13,784.30 76.6 | 2,108.72 m7 [iar iL7 | 18,004.43 100.0
Segment Results 3,290.06, 16.3 250.96 14 70.76 04 | 3,611.78 20.1
Financial Year 2019 |_2otal Revenue 12,778.15 70.8 | 2,460.98 13.6 [2,618.29 15.6 | 18,057.42 100.0
Segment Results 2,749.44 15.2 293.24 16 218.74 12 [3,261.42 18.1

 

 

 

 

 

 

 

 

 

 

Revenue and Expenses
Revenue. Our total revenue consists of revenue from operations and other income.

Revenue from Operations. Revenue from operations comprises revenues from the sale of products, the sale of
manufactured goods and revenue from services.

Sale of products comprises sale of traded goods comprising the following automation products:

342

 
e Petroleum automation products contributing to the Other Automation Solutions segment; and
¢ Certain banking automation products contributing to the Payment Solutions segment.
Sale of manufactured goods comprises sale of:

e Automation products such as banking currency automation products and retail and colour automation
products contributing to the Banking Automation Solutions and Other Automation Solutions segments,
respectively; and

e ATM and ATM sites contributing to the Banking Automation Solutions segment.
Revenue from services comprises revenue from:
e¢ ATM and management services and iCDs contributing to the Payment Solutions segment;

e AMC services and upgrades, which include maintenance services, upgradation and sale of spares in
respect of automation products supplied under Banking Automation Solutions, Other Automation
Solutions and Payment Solution segments;

e digital payment services, which include revenue received from toll and transit solutions, transaction
switching service and services through POS contributing to the Payment Solutions segment; and

e cash management services contributing to the Payment Solutions segment.

Other Income. Other income primarily includes interest income from security deposits, bank deposits and
insurance claims received.

Expenses

Expenses consists of cost of raw materials and components consumed, purchase of traded goods, increase or
decrease in inventories of finished goods and traded goods, employee benefit expenses and other expenses.

Cost of raw materials and components consumed. Cost of raw materials and components consumed comprises
manufacturing and all other direct costs incurred towards the cost of manufactured goods.

Purchase of traded goods. Purchase of traded goods comprises the cost of certain automation products
purchased from third parties.

Increase or decrease in inventories of finished goods and traded goods. Difference of opening and closing stock
of finished and traded goods.

Employee benefit expenses. Employee benefit expenses include salaries and wages, employee stock option
scheme expense net, contributions to provident and other funds, gratuity expenses and staff welfare expenses.
See “Risk Factors — Internal Risk Factors — Our business and results of operations could be adversely
affected by any disputes with our employees, customers or vendors. Further, we have experienced delays in
making payments to vendors and of salaries, reimbursements and statutory dues to our employees, which may
adversely affect our reputation, cash flows, financial condition and results of operations” on page 36.

Other Expenses. Other expenses primarily include:

Subcontracting expenses;

Transaction expenses;

Power and fuel expenses;

Caretaker and housekeeping expenses;

Repairs and maintenance — plant and machinery;
Legal and professional expenses; and

Cash management expenses.

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Finance costs. Finance costs include interest expense measured at amortized costs on financial liabilities and
others, other borrowing costs, net loss on derivative contracts and foreign exchange differences treated as
adjustments to borrowing costs.

Depreciation and amortization expenses. Depreciation and amortization expenses includes the depreciation and
amortization of buildings, plant and machinery, demo assets, electrical installations and equipment, stores and
spares, vehicles, ATM sites, furniture and fixtures, computers, leasehold improvements, POS machines, right-
of-use asset and intangibles.

Our Results of Operations
The following table sets out financial data from our Restated Consolidated Statement of Profit and Loss for the

five months ended August 31, 2021 and the financial years 2021, 2020 and 2019, the components of which are
also expressed as a percentage of total income for such periods:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five months ended For the Financial Year
August 31, 2021 2021 2020 2019
‘Amount | %of | Amount % of | Amount % of | Amount |  %of
@inmilli | Total | inmilli | Total | @inmilli | Total | @inmilli | Total
ons) Income ons) Income ons) Income ons) Income
Revenue
Revenue from operations 7,534.00 98.8 | 17,589.44 975 | 18,004.43 98.2 | 18,057.42 99.0
Other income 89.04 12 | 382.08 21) 330.83 18 | 178.88 1.0
Total income 7,623.04 100.0 | 17,971.52 100.0 | 18,335.26 100.0 | 18,236.30 100.0
Expenses
Cas at ae monies ahd 744,34 98 | 2,133.91 119 | 2,337.10 12.7 | 2,854.50 15.7
components consumed
Purchase of traded goods 238.80 3a 535.80 30 | 303.20 L7 | __ 524.00 29
(increasey/decrease in
inventories of finished goods 66.55 09} (39.62) (0.2) | 101.75 06} 147.01 08
and traded goods
Employee benefit expenses 1,088.12 143 |_2,771.66 15.4 | 2,800.76 15.3 |_2,748.80 15.1
Other expenses 3,544.61 46.5 | 7,802.17 43.4 | _7,837.84 42.7 | _7,533.24 a3
Finance costs 971.28 12.7 |_1,330.62 7.4 [1,304.01 7.1 [1,366.61 75
Depreciation and 1,016.39 13.3 | 2,596.48 14.4 | 2,446.65 13.3 | 2,273.25 125
amortisation expense
Profit / (loss) for the year /
period before share of (47.05) (0.6) 840.50 47 | 1,203.95 6.6 788.89 43
profit / (loss) of associate
and tax
Share of net profit(loss) of . =
ee (7.95) (0.1) | 26.23) (0.1) (8.71) (0.05) 0.00 0.00
Profit / (loss) before tax (5.00) 7) | __ 82427 46 | 1195.24 65 | 788.89 43
Total Tax Expense 126.05 L7 | 276.35 L5 | 365.10 2.0 | 126.95 07
Profit / (loss) for the year /
period attributable to (181.05) (2.4) | 547.92 3.0 | 830.14 45 | 661.94 36
equity shareholders

 

 

 

 

 

 

 

 

 

 

Five months ended August 31, 2021
Total Income. Our total income was 2 7,623.04 million for the five months ended August 31, 2021.

Revenue from Operations. Our revenue from operations was % 7,534.00 million for the five months ended
August 31, 2021.

Revenue from Operations From Segments
Our revenue from Payment Solutions was = 5,613.11 million for the five months ended August 31, 2021.

Our revenue from Banking Automation Solutions was 1,040.85 million for the five months ended August
31, 2021.

Our revenue from Other Automation Solutions segment was 2 880.4 million for the five months ended
August 31, 2021.

Other Income. Our other income was % 89.04 million for the five months ended August 31, 2021.

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Our expenses were primarily determined by the cost of raw materials and components consumed, adjusted by
changes in purchase of traded goods and inventories of finished goods and traded goods, as follows:

© Cost of Raw Materials and Components Consumed. Our cost of raw materials and components
consumed was % 744.34 million for the five months ended August 31, 2021.

e Purchase of Traded Goods. Our purchase of traded goods was % 238.80 million for the five months
ended August 31, 2021.

e Inventories of Finished Goods and Traded Goods. Decrease in inventories of finished goods and traded
goods was 2 66.55 million for the five months ended August 31, 2021.

e Employee Benefit Expenses. Our employee benefits expense was % 1,088.12 million for the five months
ended August 31, 2021.

© Other Expenses. Our other expenses was 2 3,544.61 million for the five months ended August 31,
2021.

Finance Costs. Our finance costs was = 971.28 million for the five months ended August 31, 2021.

Depreciation and Amortisation. Our depreciation and amortisation expenses was 2 1,016.39 million for the five
months ended August 31, 2021.

Share of net loss of associate. Our share of net loss of associate, comprising and representing our share of net
losses of our associate, PT. Nova Digital Perkasa, was 2 7.95 million, or 0.1% of our total income, in the five
months ended August 31, 2021.

Total Tax Expense. Our total tax expense was % 126.05 million for the five months ended August 31, 2021.

Loss for the Period Attributable to Equity Shareholders. Our loss for the period attributable to Equity
Shareholders was 2 181.05 million for the five months ended August 31, 2021.

Financial Year 2021 Compared to Financial Year 2020

Total Income. Our total income decreased by 2.0% to % 17,971.52 million for the financial year 2021 from
% 18,335.26 million for the financial year 2020, primarily due to a decrease in revenue from operations.

Revenue from Operations. Our revenue from operations decreased by 2.3% to = 17,589.44 million for the
financial year 2021 from % 18,004.43 million for the financial year 2020 due to a decrease in revenue from
services by 4.4% to % 15,358.64 million for the financial year 2021 from % 16,063.43 million for the
financial year 2020, primarily as a result of:

* a decrease in revenue from AMC services and upgrades by 20.0% to % 1,873.32 million for the
financial year 2021 from 2 2,340.70 million for the financial year 2020 as a result of less orders
from customers of our banking services on account of lockdowns due to the COVID-19 pandemic;
and

* a decrease in revenue from digital payment services by 13.9% to % 2,139.88 million for the
financial year 2021 from % 2,485.91 million for the financial year 2020 primarily due to a decrease
in revenue from toll and transit solutions on account of closure of the Kochi Metro and the
Bangalore Metro due to restrictions imposed as a result of the COVID-19 pandemic, which was
partially offset by an increase in revenue from our POS business by 2.2% to & 1,543.11 million for
the financial year 2021 from @ 1,510.60 million for the financial year 2020,

which were offset by an increase in revenue from cash management services by 45.0% to
% 2,012.89 million for the financial year 2021 from 2 1,388.37 million for the financial year 2020 due to an
increase in number of ATMs serviced for cash management and growth in our dedicated cash van business.

The decrease in revenue from services was partially offset by:

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¢ an increase in revenue from the sale of automation products under traded goods, namely:
petroleum automation products, by 25.9% to % 602.12 million for the financial year 2021 from
% 478.30 million for the financial year 2020; and

e an increase in revenue from the sale of manufactured and traded goods by 14.9% to
% 2,230.80 million for the financial year 2021 from 2 1,941.00 million for the financial year 2020
due to an increase in revenue from the sale of automation products, namely: colour automation
products, by 29.8% to = 1,119.23 million for the financial year 2021 from 2 862.26 million for the
financial year 2020, which was partially offset by a decrease in revenue from the sale of ATM and
ATM sites by 15.2% to % 509.45 million for the financial year 2021 from % 600.44 million for the
financial year 2020.

Revenue from Operations From Segments

Our revenue from Payment Solutions decreased by 2.0% to = 13,505.83 million for the financial year 2021
from % 13,784.30 million for the financial year 2020, primarily due to a decrease in revenue from digital
payment services by 13.9% to = 2,139.88 million for the financial year 2021 from % 2,485.91 million for the
financial year 2020 due to a decrease in revenue from toll and transit solutions on account of closure of the
Kochi Metro and the Bangalore Metro due to restrictions imposed as a result of the COVID-19 pandemic.

Our revenue from Banking Automation Solutions decreased by 24.2% to % 1,598.35 million for the
financial year 2021 from % 2,108.72 million for the financial year 2020, primarily due to a decrease in
revenue from ATM and ATM sites and less orders from customers for banking services and upgrades due
to lockdowns as a result of the COVID-19 pandemic.

Our revenue from Other Automation Solutions segment increased by 17.7% to 2 2,485.26 million for the
financial year 2021 from 2 2,111.41 million for the financial year 2020, primarily due to an increase in
revenue from colour automation and petroleum automation products.

Other Income. Our other income increased by 15.5% to = 382.08 million for the financial year 2021 from
% 330.83 million for the financial year 2020, primarily due to an increase in write back of lease liabilities
(net) and rent concession to 2 139.79 million for the financial year 2021 from 2 54.58 million for the
financial year 2020 due to a one-time rent concession received on rentals of ATM sites on account of
lockdowns across India due to the COVID-19 pandemic and write back of lease liabilities on rental sites in
accordance with Ind AS 116.

Our expenses were primarily determined by the cost of raw materials and components consumed, adjusted by
changes in purchase of traded goods and inventories of finished goods and traded goods, as follows:

© Cost of Raw Materials and Components Consumed. Our cost of raw materials and components
consumed decreased by 8.7% to % 2,133.91 million for the financial year 2021 from % 2,337.10 million
for the financial year 2020, primarily due to lower consumption of raw materials in line with the
decrease in sale of banking automation solutions.

¢ Purchase of Traded Goods. Our purchase of traded goods increased by 76.7% to % 535.80 million for
the financial year 2021 from % 303.20 million for the financial year 2020, primarily due to an increase
in the number of orders for petroleum automation products.

e Inventories of Finished Goods and Traded Goods. Increase in inventories of finished goods and traded
goods was % 39.62 million for the financial year 2021 as compared to a decrease of % 101.75 million for
the financial year 2020, primarily attributable to an increase in the number of orders for petroleum
automation products and an increase in the number of orders for colour automation products.

© Employee Benefit Expenses. Our employee benefits expense decreased by 1.0% to % 2,771.66 million
for the financial year 2021 from 2 2,800.76 million for the financial year 2020, primarily due to a
decrease in employee stock option scheme expense net by 54.7% to = 22.83 million for the financial
year 2021 from 250.39 million for the financial year 2020 on account of unamortised cost for
employee stock option vesting for the financial year 2021 being charged to the restated consolidated
statement of profit and loss.

346
Other Expenses. Our other expenses decreased by 0.5% to 2 7,802.17 million for the financial year
2021 from 2 7,837.84 million for the financial year 2020, primarily due to a decrease in cash
management expenses by 45.7% to 2 303.97 million for the financial year 2021 from % 560.31 million
for the financial year 2020 as a result of our subsidiary SVIL servicing a higher number of our ATMs
as compared to the financial year 2020 and such revenue of SVIL being netted out upon consolidation,
a decrease in traveling and conveyance expenses by 36.9% to % 274.94 million for the financial year
2021 from 2 435.91 million for the financial year 2020 due to reduction in foreign and domestic
interstate travel by employees due to restrictions imposed on account of the COVID-19 pandemic, and
recognition of initial public offer expenses of = 102.21 million for the financial year 2020.

Finance Costs. Our finance costs increased by 2.0% to % 1,330.62 million for the financial year 2021 from
% 1,304.01 million for the financial year 2020, primarily due to an increase on other borrowing costs by 40.6%
to % 82.59 million for the financial year 2021 from 2 58.75 million for the financial year 2020 due to interest
paid on a facility for factoring of receivables availed from a financial institution.

Depreciation and Amortisation. Our depreciation and amortisation expenses increased by 6.1% to
% 2,596.48 million for the financial year 2021 from 2 2,446.65 million for the financial year 2020, primarily
relating to an increase in number of vehicles, POS devices and right-of-use assets.

Share of net loss of associate. Our share of net loss of associate, comprising and representing our share of net
losses of our associate, PT. Nova Digital Perkasa, increased by 86.3% to = 16.23 million, or 0.1% of our total
income, in the financial year 2021 from 2 8.71 million, or 0.00% of our total income, in the financial year 2020.

Total Tax Expense. Our total tax expense decreased by 24.3% to % 276.35 million for the financial year 2021
from % 365.10 million for the financial year 2020, primarily as result of a decrease in our taxable income.

Profit for the Year Attributable to Equity Shareholders. Our profit for the year decreased to = 547.92 million for
the financial year 2021 from % 830.14 million for the financial year 2020 due to the reasons stated above.

Financial Year 2020 Compared to Financial Year 2019

Total Income. Our total income increased by 0.5% to 2 18,335.26 million for the financial year 2020 from
% 18,236.30 million for the financial year 2019, primarily due to an increase in other income.

Revenue from Operations. Our revenue from operations decreased by 0.3% to = 18,004.43 million for the
financial year 2020 from 2 18,057.42 million for the financial year 2019 due to:

* a decrease in revenue from the sale of manufactured and traded goods by 37.6% to
% 1,941.00 million for the financial year 2020 from 2 3,109.70 million for the financial year 2019
due to a decrease in revenue from the sale of petroleum automation products and colour
automation products, by 40.8% to % 862.26 million for the financial year 2020 from
% 1,456.49 million for the financial year 2019 and a decrease in revenue from the sale of ATM and
ATM sites by 34.0% to % 600.44 million for the financial year 2020 from % 909.73 million for the
financial year 2019; and

« a decrease in revenue from the sale of automation products under traded goods, namely: petroleum
automation products, by 35.7% to %478.30 million for the financial year 2020 from
% 743.48 million for the financial year 2019.

Revenue from Operations From Segment

Our revenue from Payment Solutions increased by 7.9% to = 13,784.30 million for the financial year 2020
from 2 12,778.15 million for the financial year 2019, primarily due to:

* an increase in revenue from digital payment services by 58.4% to % 2,485.91 million for the

financial year 2020 from 2 1,569.67 million for the financial year 2019 due to an increase in
revenue primarily from our POS business and toll and transit solutions; and

347
* an increase in revenue from cash management services by 58.6% to 2 1,388.37 million for the
financial year 2020 from % 875.22 million for the financial year 2019 due to an increase in number
of ATMs serviced for cash management and other cash related services.

Our revenue from Banking Automation Solutions decreased by 14.3% to % 2,108.72 million for the
financial year 2020 from 2 2,460.98 million for the financial year 2019, primarily due to a decrease in sale
of ATMs and ATM sites primarily on account of less new orders from public sector banks.

Our revenue from Other Automation Solutions segment decreased by 25.1% to % 2,111.41 million for the
financial year 2020 from % 2,818.29 million for the financial year 2019, primarily due to a decrease in
revenue from colour automation products.

Other Income. Our other income increased by 84.9% to % 330.83 million for the financial year 2020 from
% 178.88 million for the financial year 2019, primarily due to an increase in write back of lease liabilities
(net) and rent concession to % 54.58 million for the financial year 2020 from 0.16 million for the financial
year 2019 due to write back of lease liabilities on rental sites in accordance with Ind AS 116 and an increase
in insurance claim by 33.5% to % 132.25 million for the financial year 2020 from 2 99.10 million for the
financial year 2019 due to an increase in proceeds from cash loss insurance.

Our expenses were primarily determined by the cost of raw materials and components consumed, adjusted by
changes in purchase of traded goods and inventories of finished goods and traded goods, as follows:

Cost of Raw Materials and Components Consumed. Our cost of raw materials and components consumed
decreased by 18.1% to % 2,337.10 million for the financial year 2020 from 2 2,854.50 million for the
financial year 2019, primarily due to lower consumption of raw materials in line with the decrease in sale of
ATMs and ATM sites and colour automation products.

Purchase of Traded Goods. Our purchase of traded goods decreased by 42.1% to % 303.20 million for the
financial year 2020 from % 524.00 million for the financial year 2019, primarily due to a decrease in the
number of orders for petroleum automation products.

Inventories of Finished Goods and Traded Goods. Decrease in inventories of finished goods and traded
goods was 2 101.75 million for the financial year 2020 as compared to 2 147.01 million for the financial
year 2019, primarily attributable to utilisation of inventory procured in the financial year 2019.

Employee Benefit Expenses. Our employee benefits expense increased by 1.9% to 2 2,800.76 million for the
financial year 2020 from 2 2,748.80 million for the financial year 2019, primarily due to an increase in
contribution to provident and other funds by 8.7% to % 140.52 million for the financial year 2020 from
% 129.33 million for the financial year 2019 primarily due to a change in the components of our salary
structure in computing the contribution to provident fund under the Employees' Provident Funds and
Miscellaneous Provisions Act, 1952 pursuant to a judgment of the Supreme Court dated February 28, 2019,
and an increase in gratuity expenses by 22.7% to %52.34 million for the financial year 2020 from
% 42.67 million for the financial year 2019 due to a change in discount rate under the actuarial valuation.

Other Expenses. Our other expenses increased by 4.0% to % 7,837.84 million for the financial year 2020
from 2 7,533.24 million for the financial year 2019, primarily due to an increase in subcontracting expenses
by 31.8% to 2 1,701.30 million for the financial year 2020 from % 1,291.20 million for the financial year
2019 due to an increase in costs for off-roll employees for one of our subsidiaries, an increase in transaction
expenses by 71.6% to % 861.53 million for the financial year 2020 from 2 502.20 million for the financial
year 2019 in line with an increase in revenue from digital payment services, an increase in sales promotion
expenses to 2 78.03 million for the financial year 2020 from 2 2.58 million for the financial year 2019
primarily due to various events, seminars and business promotion activities conducted by us, and
recognition of initial public offer expenses of = 102.21 million for the financial year 2020.

Finance Costs. Our finance costs decreased by 4.6% to % 1,304.01 million for the financial year 2020 from
% 1,366.61 million for the financial year 2019 primarily due to a decrease in interest expense on measured at
amortized cost on lease liabilities by 4.0% to % 522.23 million for the financial year 2020 from % 543.98 million
for the financial year 2019 due to a decrease in lease liabilities by 3.5% to 2 4,801.29 million for the financial
year 2020 from 2 4,977.33 million for the financial year 2019.

348
Depreciation and Amortisation. Our depreciation and amortisation expenses increased by 7.6% to
% 2,446.65 million for the financial year 2020 from % 2,273.25 million for the financial year 2019, primarily due
to an increase in the number of POS devices and right-of-use assets.

Share of net loss of associate. Our share of net loss of associate, comprising and representing our share of net
losses of our associate, PT. Nova Digital Perkasa, was % 8.71 million, or 0.00% of our total income, in the
financial year 2020, as compared to nil in the financial year 2019.

Total Tax Expense. Our total tax expense increased to % 365.10 million for the financial year 2020 from
% 126.95 million for the financial year 2019, primarily as result of an increase in profit before tax by 51.5% to
% 1,195.24 million for the financial year 2020 from % 788.89 million for the financial year 2019.

Profit for the Year Attributable to Equity Shareholders. Our profit for the year increased by 25.4% to
% 830.14 million for the financial year 2020 from % 661.94 million for the financial year 2019 due to the reasons
stated above.

Select Balance Sheet Items
August 31, 2021 as compared to March 31, 2021

Total Current Assets. Our total current assets increased to % 16,860.20 million as of August 31, 2021 from
% 16,783.59 million as of March 31, 2021, primarily due to:

© an increase in other current assets to = 734.23 million as of August 31, 2021 from % 643.69 million as
of March 31, 2021, which was mainly on account of an increase in other advances to 2 442.19 million
as of August 31, 2021 from = 345.43 million as of March 31, 2021; and

* an increase in current investments to 2 6,598.28 million as of August 31, 2021 from 2 96.91 million as
of March 31, 2021, which was on account of our purchase of 650,000,000 0.01% compulsorily
convertible preference shares (“CCPS”) of = 10 each issued by our Corporate Promoter, Vineha
Enterprises Private Limited, amounting to 2 6,500.00 million. For further details, see “Key terms of
subsisting shareholders’ agreements — Share subscription agreements - Share Subscription Agreement
dated April 1, 2021 entered into between Vineha Enterprises Private Limited and the Company” on
page 190. This was offset by a decrease in cash and cash equivalents to 288.63 million as of August
31, 2021 from 2 5,923.23 million as of March 31, 2021, on account of a decrease in current accounts
balance with banks to = 269.53 million as of August 31, 2021 from % 5,887.21 million, on account of
the purchase of the aforementioned CCPS issued by our Corporate Promoter, Vineha Enterprises
Private Limited.

Investments. We recorded investments of % 6,598.28 million as of August 31, 2021 as compared to
% 96.91 million as of March 31, 2021, on account of our purchase of 650,000,000 0.01% CCPS of % 10issued by
our Corporate Promoter, Vineha Enterprises Private Limited, amounting to 2 6,500.00 million.

Total Non-Current Liabilities. Our total non-current liabilities increased by 2.93% to % 11,943.74 million as of
August 31, 2021 from 2 11,604.21 million as of March 31, 2021. This was primarily due to an increase in
borrowings to = 8,887.18 million as of August 31, 2021 from % 8,661.83 million as of March 31, 2021, as well
as an increase in lease liabilities to = 2,744.78 million as of August 31, 2021 from 2 2,587.51 million as of
March 31, 2021, due to an increase in the new ATM sites that we took on lease.

Total Other Current Financial Liabilities. Our total other current financial liabilities decreased by 6.0% to
% 761.06 million as of August 31, 2021 from % 809.50 million as of March 31, 2021, primarily due to a decrease
in payable for capital goods to % 58.52 million as of August 31, 2021 from 2 89.75 million as of March 31,
2021.

Other Current Liabilities. Our other current liabilities increased by 18.27% to % 1,997.40 million as of August
31, 2021 from 2 1,688.86 million as of March 31, 2021, primarily due to an increase in balances due to
government authorities to = 1,549.92 million as of August 31, 2021 from % 1,044.87 million as of March 31,
2021, which was partially offset by a decrease in unearned revenue to 2 315.46 million as of August 31, 2021
from 2 555.82 million as of March 31, 2021.

349
Net Worth. Our net worth decreased by 2.67% to 25,437.35 million as of August 31, 2021 from
% 5,586.62 million as of March 31, 2021, due to a decrease in retained earnings on account of a loss for the five
months ended August 31, 2021 of % 181.05 million as compared to a profit for the financial year 2021 of
% 547.92 million.

EPS. Our basic EPS decreased to (1.53) as of August 31, 2021 from 2 4.62 as of March 31, 2021. Our diluted
EPS decreased to 2 (1.53) as of August 31, 2021 from % 4.55 as of March 31, 2021, due to our loss for the five
months ended August 31, 2021 attributable to equity shareholders of = 181.05 million as compared to our profit
for the financial year 2021 attributable to equity shareholders of = 547.92 million for the financial year 2021,
which was adjusted by other comprehensive income for the five months ended August 31, 2021 of = 24.77
million and for the financial year 2021 of 2 27.11 million.

March 31, 2021 Compared to March 31, 2020

Total Current Assets. Our total current assets increased by 95.9% to 2 16,783.59 million as of March 31, 2021
from 2 8,569.00 million as of March 31, 2020, primarily due to:

e an increase in cash and cash equivalents to % 5,923.23 million as of March 31, 2021 from
% 106.11 million as of March 31, 2020 primarily on account of proceeds of 2 5,500.00 million from the
issuance of Listed NCDs in the financial year 2021, see “Capital Structure — Non-Convertible
Debentures” on page 102; and

ean increase in trade and unbilled receivables, which consists of trade receivables and unbilled
receivables, to % 8,088.24 million as of March 31, 2021 from % 6,159.42 million as of March 31, 2020,
primarily on account of an increase in unbilled receivables to = 3,182.95 million as of March 31, 2021
from % 1,594.57 million as of March 31, 2020. For further details, see “Risk Factors — Internal Risk
Factors — The Coronavirus Disease 2019 (COVID-19) pandemic has had and may continue to have
certain adverse effects on our business, operations, cash flows and financial condition. The continuing
impacts of Coronavirus Disease 2019 (COVID-19) are unpredictable and could be significant, and the
extent to which it or the effect of outbreaks of any other severe communicable disease may continue to
do so in the future is uncertain and cannot be predicted.” on page 25.

Investments. We recorded investments of % 96.91 million as of March 31, 2021, compared to nil as of March 31,
2020, corresponding to the market value of investments in quoted mutual funds availed at FVTPL.

Total Non-Current Liabilities. Our total non-current liabilities increased by 61.7% to = 11,604.21 million as of
March 31, 2021 from 2 7,175.02 million as of March 31, 2020, primarily due to an increase in borrowings to
2 8,661.83 million as of March 31, 2021 from 2 3,488.81 million as of March 31, 2020 due to the issuance of
Listed NCDs in the amount of 2 5,500.00 million.

Total Other Current Financial Liabilities. Our total other current financial liabilities increased by 1.1% to
% 809.50 million as of March 31, 2021 from 2 800.78 million as of March 31, 2020, primarily due to an increase
in accrued employee cost of to % 626.83 million as of March 31, 2021 from % 426.44 million as of March 31,
2020. This was partially offset by our ICD reconciliation liability of funds held relating to cash burial business
being nil as of March 31, 2021 as compared to 2 151.81 million as of March 31, 2020, on account of amounts
transferred to our customers in relation to our cash burial business.

Other Current Liabilities. Our other current liabilities increased to = 1,688.86 million as of March 31, 2021 from
2 776.38 million as of March 31, 2020, primarily due to an increase in balances due to government authorities to
2 1,044.87 million as of March 31, 2021 from 2 597.33 million as of March 31, 2020, and an increase in
unearned revenue to % 555.82 million as of March 31, 2021 from 2 30.32 million as of March 31, 2020.

Net Worth. Our net worth increased by 12.0% to 25,586.62 million as of March 31, 2021 from

% 4,989.55 million as of March 31, 2020, due to the addition of total comprehensive income in the amount of
2575.03 million in the financial year 2021.

350
EPS. Our basic EPS decreased 34.0% to % 4.62 as of March 31, 2021 from 2 7.00 as of March 31, 2020 and our
diluted EPS decreased by 34.1% to % 4.55 as of March 31, 2021 from 2 6.90 as of March 31, 2020, due to a
decrease in profit for the year attributable to equity shareholders by 34.0% to % 547.92 million for the financial
year 2021 from % 830.14 million for the financial year 2020.

March 31, 2020 Compared to March 31, 2019

Total Current Assets. Our total current assets increased by 10.3% to % 8,569.00 million as of March 31, 2020
from 2 7,772.30 million as of March 31, 2019, primarily on account of an increase in bank balances other than
cash and cash equivalents to = 652.69 million as of March 31, 2020 from 2 111.07 million as of March 31, 2019,
which was due to an increase in margin money with maturity of less than three months to % 453.00 million as of
March 31, 2020 from 2 32.67 million as of March 31, 2019 as a result of margin money given in relation to
performance execution under our business contracts, as well as an increase in trade and unbilled receivables,
which consists of trade receivables and unbilled receivables, to = 6,159.42 million as of March 31, 2020 from
% 5,614.85 million as of March 31, 2019, primarily on account of an increase in unbilled receivables to
% 1,594.57 million as of March 31, 2020 from % 1,185.16 million as of March 31, 2019.

Investments. We did not record investments as of March 31, 2020 and March 31, 2019.

Total Non-Current Liabilities. Our total non-current liabilities increased by 0.3% to % 7,175.02 million as of
March 31, 2020 from 2 7,152.26 million as of March 31, 2019, primarily due to an increase in borrowings by
8.5% to % 3,488.81 million as of March 31, 2020 from % 3,216.61 million as of March 31, 2019.

Total Other Current Financial Liabilities. Our total other current financial liabilities increased by 64.6% to
% 800.78 million as of March 31, 2020 from 2 486.36 million as of March 31, 2019, primarily due to an increase
in payable for capital goods to = 190.39 million as of March 31, 2020 from 26.42 million as of March 31,
2019, and our ICD reconciliation liability of funds held relating to cash burial business of = 151.81 million as of
March 31, 2020 as compared to nil as of March 31, 2019, on account of monies in our accounts held on behalf
of our customers under our cash burial business as at March 31, 2020.

Other Current Liabilities. Our other current liabilities increased to 776.38 million as of March 31, 2020 from
% 486.47 million as of March 31, 2019, primarily due to an increase in balances due to government authorities to
% 597.33 million as of March 31, 2020 from % 242.61 million as of March 31, 2019.

Net Worth. Our net worth increased by 17.4% to 24,989.55 million as of March 31, 2020 from
% 4,249.34 million as of March 31, 2019, due to the addition of total comprehensive income in the amount of
% 833.15 million in the financial year 2020.

EPS. Our basic EPS increased by 25.4% to % 7.00 as of March 31, 2020 from @ 5.58 as of March 31, 2019 and
our diluted EPS increased by 24.8% to 2 6.90 as of March 31, 2020 from % 5.53 as of March 31, 2019, due to an
increase in profit for the year attributable to equity shareholders by 25.4% to % 830.14 million for the financial
year 2020 from % 661.94 million for the financial year 2019.

Financial Condition, Liquidity and Capital Resources

We define liquidity as our ability to generate sufficient funds from internal and external sources to meet our
obligations and commitments. In addition, liquidity includes the ability to obtain appropriate equity and debt
financing and to convert into cash those assets that are no longer required to meet existing strategic and financial
objectives. Liquidity cannot be considered separately from capital resources that consist of current or potentially
available funds for use in achieving long-range business objectives and meeting debt service and other
commitments.

We have historically financed our capital requirements primarily through financing from banks and other
financial institutions in the form of term loans, cash generated from the issuance of equity shares and cash
generated from operating activities. We are required to undertake capital investment on a regular basis to
purchase and upgrade automated products, among other things. Our financing requirements are primarily for
such capital expenditures, developing and implementing new technologies, acquiring and investing in new
businesses, expanding our operations into new jurisdictions and working capital. We believe that we will have
sufficient capital resources from our operations, net proceeds of the Issue and other financing from banks,
financial institutions and other lenders to meet our capital requirements for at least the next twelve months.

351
Cash Flows

The table below summarises our cash flows for the five months ended August 31, 2021 and the financial years
2021, 2020 and 2019:

 

 

 

 

 

 

 

 

 

 

 

 

Five months For the Financial Year

ended

August 31, 2021 2020 2019
2021
‘Amount (7 in millions)

Net cash generated from operating activities 2,101.93 4,175.64 4,460.31 4,861.39
Net cash used in investing activities (6,417.41) |__(,563.44) |_(2,906.62) |__(1,653.63)
Net cash generated from / (used in) financing activities (4,319.12) 3,204.92 | __(4,717.57) | _@,151.78)
Net increase / (decrease) in cash and cash equivalents (5,634.60) 5,817.12 (163.88) 55.98

 

Operating Activities

Net cash generated from operating activities was = 2,101.93 million for the five months ended August 31, 2021.
Our net restated loss before tax was 2 55.00 million for the five months ended August 31, 2021, which was
adjusted mainly for depreciation and amortisation of 2 1,016.39 million and finance costs of = 971.28 million.
This was further adjusted for working capital adjustments primarily attributable to a decrease in trade and
unbilled receivables of 385.66 million and an increase in other current liabilities of = 192.45 million due to
advances from customers, which was partially offset by a decrease in trade payables of 363.09 million.

Net cash generated from operating activities was 2 4,175.64 million for the financial year 2021. Our net restated
profit before tax was % 824.27 million for the financial year 2021, which was adjusted mainly for depreciation
and amortisation of = 2,596.48 million and finance costs of = 1,330.62 million. This was further adjusted for
working capital adjustments primarily attributable to an increase in trade and unbilled receivables of
% 1,925.14 million, which was partially offset by an increase in other current liabilities of = 946.09 million and
an increase in trade payables of % 644.13 million.

Net cash generated from operating activities was = 4,460.31 million for the financial year 2020. Our net restated
profit before tax was 2 1,195.24 million for the financial year 2020, which was adjusted mainly for depreciation
and amortisation of = 2,446.65 million and finance costs of = 1,304.01 million. This was further adjusted for
working capital adjustments primarily attributable to an increase in trade and unbilled receivables of
% 539.38 million and an increase in other current assets of = 302.12 million, which was partially offset by an
increase in other current liabilities 416.48 million.

Net cash generated from operating activities was = 4,861.39 million for the financial year 2019. Our net restated
profit before tax was = 788.89 million for the financial year 2019, which was adjusted mainly for depreciation
and amortisation of = 2,273.25 million and finance costs of ? 1,366.61 million. This was further adjusted for
working capital adjustments primarily attributable to an increase in trade payables of = 498.17 million and a
decrease in inventories of % 410.94 million, which was partially offset by an increase in trade and unbilled
receivables of = 436.16 million.

Investing Activities

Net cash used in investing activities was % 6,417.41 million for the five months ended August 31, 2021,
primarily consisting of purchase of current investments of % 6,500.00 million, on account of our purchase of
650,000,000 0.01% CCPS of % 10 each issued by our Corporate Promoter, Vineha Enterprises Private Limited,
amounting to = 6,500.00 million.

Net cash used in investing activities was = 1,563.44 million for the financial year 2021, primarily consisting of
the purchase of property, plant and equipment, including capital advances and work-in-progress, of
% 1,352.05 million in relation to ATMs and ATM sites, POS devices, vehicles and others.

Net cash used in investing activities was % 2,906.62 million for the financial year 2020, primarily consisting of

the purchase of property, plant and equipment, including capital advances and work-in-progress, of
% 2,311.38 million in relation to ATMs and ATM sites, POS devices and others.

352

 
Net cash used in investing activities was = 1,653.63 million for the financial year 2019, primarily consisting of
the purchase of property, plant and equipment, including capital advances and work-in-progress, of
% 1,628.91 million in relation to ATMs, ATM sites, POS devices and others.

Financing Activities

Net cash used in financing activities was 1,319.12 million for the five months ended August 31, 2021. Net
cash generated from financing activities primarily consisted of repayment of long-term borrowings of
% 1,093.75 million, payment of lease liabilities of % 616.21 million and interest paid of % 562.45 million,
partially offset by proceeds from long-term borrowings of 2 1,306.64 million.

Net cash generated from financing activities was % 3,204.92 million for the financial year 2021. Net cash
generated from financing activities primarily consisted of proceeds from issuance of non-convertible debentures
of 25,500.00 million and proceeds from long-term borrowings of % 1,795.41 million, partially offset by
payment of lease liabilities of = 1,499.24 million and repayment of long-term borrowings of 2 1,163.17 million.

Net cash used in financing activities was % 1,717.57 million for the financial year 2020. Net cash used in
financing activities primarily consisted of payment of lease liabilities of = 1,496.82 million and repayment of
long-term borrowings of 2 1,470.82 million, partially offset by proceeds from long-term borrowings of
% 1,402.48 million and repayment from short-term borrowings (net) of = 772.69 million.

Net cash used in financing activities was % 3,151.78 million for the financial year 2019. Net cash used in
financing activities primarily consisted of repayment of long-term borrowings of % 1,551.46 million, payment of
lease liabilities of = 1,384.50 million, proceeds from short term borrowings (net) of 853.85 million and interest
paid of 2 727.19 million, partially offset by proceeds from long-term borrowings of 2 1,429.88 million.
Indebtedness

Our indebtedness as of August 31, 2021 is set out below:

 

Amount

Particulars (in millions)

 

 

Secured Borrowings

 

 

Non-current financial liabilities — Borrowings

 

Long-term borrowings (excluding Listed NCDs) 3,280.92

 

Listed NCDs 5,606.26

 

 

Current financial liabilities - Borrowings

 

 

 

 

 

 

 

 

 

 

 

Short-term borrowings (refer note below) 3,460.84
Total Secured Borrowings (A) 12,348.02
Current Financial Liabilities - Borrowings - Unsecured (B) 88.32
Total Lease Liabilities (Non-current and current) (C) 4,108.63}
Gross Debt (A + B + C) 16,544.97

 

‘Note: Shori-term borrowings tacludes current maturities of Tang term borrowings

Our financing agreements that we have entered into with our lenders contain certain restrictive covenants that
limit our ability to undertake certain types of transactions. See “Financial Indebtedness” for a description of
material terms of our indebtedness on page 315.

In the event our lenders declare an event of default, such current and any future defaults could lead to
acceleration of our obligations, termination of one or more of our financing agreements or force us to sell our
assets, which may adversely affect our business, results of operations and financial condition.

See “Risk Factors — Our inability to meet our obligations, including financial and other covenants under our

debt financing arrangements, could adversely affect our business, results of operations, cash flows and financial
condition” on page 44.

353
Credit Ratings

On April 1, 2021, we obtained the following ratings from India Ratings and Research Private Limited for a line
of credit in the total amount of % 8,280.00 million for long term and short-term borrowings and 2 300.00 million
for commercial paper:

e Long-term rating of IND A+; the outlook on long term rating is stable; and
e — Short-term rating of IND A1; the outlook on short term rating is stable.

These ratings are valid until March 2022.

On January 14, 2022, CRISIL Ratings Limited reaffirmed our credit rating of long-term A+ with a stable
outlook for a line of credit in the total amount of 2 9,000.00 million for long-term and short-term borrowings
and % 5,500.00 million for Listed NCDs. The rating is valid until January 2023.

On January 13, 2021, we obtained a long-term rating of A+ with a stable outlook from CRISIL Ratings Limited
for a line of credit in the total amount of % 9,000.00 million for long-term and short-term borrowings and
25,500.00 million for Listed NCDs. The rating is valid until January 2022.

On January 13, 2022, we obtained an upgrade in rating for one of our subsidiaries from India Ratings and
Research Private Limited for a line of credit in the total amount of 2 1,039.90 million for long term and short-
term borrowings:

e Long-term rating of IND A+; the outlook on long term rating is stable; and
e Short-term rating of IND A1; the outlook on short term rating is stable.

On October 16, 2020, we obtained the following support ratings for one of our subsidiaries from India Ratings
and Research Private Limited for a line of credit in the total amount of % 1,038.00 million for long term and
short-term borrowings:

e Long-term rating of IND A; the outlook on long term rating is stable; and
e — Short-term rating of IND A1; the outlook on short term rating is stable.

On March 17, 2020, we obtained the following ratings from India Ratings and Research Private Limited for a
line of credit in the total amount of = 7,980.00 million and for our commercial paper program in the amount of
= 300.00 million:

e Long-term rating of IND A; the outlook on long term rating is stable, and
e — Short term rating of IND A1; the outlook on short term rating is stable.

On March 5, 2020, we obtained a long-term rating of A+ with a stable outlook from CRISIL Ratings Limited for
a line of credit in the total amount of = 9,000.00 million for long-term and short-term borrowings.

On July 4, 2019, we obtained the following ratings from India Ratings and Research Private Limited for a line
of credit in the total amount of 2 7,581.00 million for long-term and short-term borrowings and for our
commercial paper program in the amount of 2 300.00 million:

e Long-term rating of IND A; the outlook on long term rating is stable; and
e Short-term rating of IND A1; the outlook on short term rating is stable.

Capital and Other Commitments

As of August 31, 2021, our estimated contracts, remaining to be executed on capital account and not provided
for were = 3,258.76 million. These contracts primarily relate to purchase of semi knocked down kits for ATM
manufacturing and commitments in our transaction switching business. See “Financial Statements — Annexure

VI — Notes to the Restated Consolidated Financial Information — Note 15” on page 266.

Capital Expenditures

354
We expect that our capital expenditures for the financial years 2022 and 2023 will be up to 2 1,250.00 million
and @ 1,500.00 million, respectively.

Contingent Liabilities

The following table sets out our contingent liabilities as of August 31, 2021:

 

 

 

 

 

 

 

 

 

 

 

 

4 As of August 31, 2021

Parlcnars Amount eo in millions)
Claims against us not acknowledged as debts 18.57

Matters in dispute under appeal:

Sales Tax 100.83
Excise Duty 5.77
Custom Duty 3.03
Duty Entitlement Pass Book 0.43
Goods and Service Tax 0.78
Other tax matters 56.56
Total 185.97

 

 

 

For details, see “Financial Statements — Annexure VI — Notes to the Restated Consolidated Financial
Information, Note 39 — Contingent Liabilities, Commitments and Others”, in accordance with the provisions of
Indian Accounting Standard - 37 — “Provisions, Contingent Liabilities and Contingent Assets”, on page 284.

Auditor’s Qualifications and Adverse Remarks

There have been no qualifications requiring adjustments and adverse remarks by our statutory auditors for the
five months ended August 31, 2021 and the financial years 2021, 2020 and 2019. Qualifications in the
Companies (Auditor’s Report) Order, 2016 which do not require any corrective adjustments to the Restated
Consolidated Financial Information have been disclosed in Annexure VII to the Restated Consolidated Financial
Information, see “Financial Statements - Annexure VII” on page 300.

Related Party Transactions

We have in the past engaged, and in the future may engage, in transactions with related parties, including with
our affiliates. In the past, such transactions have been for, among other things, the purchase or sale of goods and
services, loans granted and provision of professional services.

For additional details of our related party transactions, see the section “Other Financial Information - Related
Party Transactions” on page 313. While we believe that all such transactions during the periods of the financial
information included in this Prospectus have been conducted on an arm’s length basis, see “Risk Factors —
Internal Risk Factors — We have in the past entered into related party transactions and may continue to do so in
the future, which may potentially involve conflicts of interest with the equity shareholders. Any related party
transactions that are not an arm’s length basis may adversely affect our business, results of operation, cash
flows and financial condition” on page 49.

Off-Balance Sheet Commitments and Arrangements

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships
with affiliates or other unconsolidated entities or financial partnerships that would have been established for the
purpose of facilitating off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect
our income or the value of our 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. We use

derivatives to manage market risks.

Credit Risk

355
Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet
its contractual obligations, and arises principally from our receivables from customers and investments. The
carrying amounts of financial assets represent the maximum credit risk exposure.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial
liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to
ensure, as far as possible, that we will have sufficient liquidity to meet our liabilities when they are due, under
both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation.

Exchange Rate Risk

Our functional currency is the Indian Rupee. We are 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. We use forward exchange contracts to hedge our currency risk on borrowings, most with a maturity of
less than one year from the reporting date.

Exposure on trade receivables and trade payables is unhedged. We manage ourselves against currency risk of
external commercial borrowings by entering into cross-currency swaps.

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.
Our management is responsible for the monitoring of our interest rate position. Various variables are considered
by our management in structuring our borrowings to achieve a reasonable, competitive, cost of funding. We use
cross-currency swaps to hedge the interest rate of external commercial borrowings.

Unusual or Infrequent Events or Transactions

To our knowledge, there have been no transactions or events which, in our judgment, would be considered
unusual or infrequent.

Known Trends or Uncertainties

Our business has been affected and we expect that it will continue to be affected by the trends identified above
in “- Significant Factors Affecting Our Results of Operations and Financial Condition” and the uncertainties
described in the section “Risk Factors” on pages 322 and 24, respectively. To our knowledge, except as
disclosed in this Prospectus, there are no known factors which we expect to have a material adverse effect on
our income.

Future Relationship between Cost and Revenue

Other than as described in “Risk Factors” on page 24 and this section, there are no known factors that might
affect the future relationship between cost and revenue.

Competitive Conditions

We expect competition in our industry from existing and potential competitors to intensify. For details, please
refer to the discussions of our competition in the sections “Risk Factors” and “Our Business” on pages 24 and
153, respectively.

Seasonality of Business

Our business is not seasonal in nature.

356
Dependence on a Few Customers and Suppliers

The following table sets out our revenues from certain of our customers, namely ICICI Bank Limited, Bank of
Baroda and Axis Bank Limited, each of whom constituted more than 10% of our total income for the five
months ended August 31, 2021 and the financial years 2021, 2020 and 2019:

(@ in millions, except for percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Five months ended Finandal Years
August 31, 2021 2021 2020 2019

Caen % of % of % of % of

Revenue Revenue Revenue Revenue
Revenue Revenue Revenue Revenue

from from from from
Operations Operations Operations Operations
ICICI Bank Limited 1,118.87 14.9% 3,134.11 17.8% 3,926.26 21.8% 3,907.24 21.6%
AXIS Bank Limited 974.48 12.9% 2,542.99 14.5% 2,438.01 13.5% 2,021.26 11.2%
Bank of Baroda 435.96 5.8% 1,252.11 71% 1,459.06 8.1% 2,233.81 12.4%

 

 

 

For the five months ended August 31, 2021 and the financial years 2021, 2020 and 2019, we derived an
aggregate of 2 4,624.86 million, = 11,042.60 million, 2 11,270.23 million and 2 12,212.75 million of revenue
from our top 10 customers, constituting 61.4%, 62.8%, 62.6% and 67.6% of our revenue from operations,
respectively. See “Risk Factors — Internal Risk Factors — We derive a substantial portion of our revenues from
a limited number of customers. If one or more of our top customers were to suffer a deterioration of their
business, cease doing business with us or substantially reduce its dealings with us, our revenues could decline,
which may have an adverse effect on our business, results of operations, cash flows and financial condition.” on
page 28.

We have entered into cooperation agreements with Diebold, under which we acquired the rights to assemble and
distribute ATMs and cash dispensers in India. In 2016, we also entered into an alliance with ACI, a leading
international payments solution provider, which has further strengthened our value proposition to customers.
See “Our Business — Description of our Business — Our Suppliers and Technology Partners” on page 173.

New Products or Business Segments

Except as disclosed in “Our Business” on page 153, we have not announced and do not expect to announce in
the near future any new products or business segments.

Significant Developments Occurring after August 31, 2021

Except as disclosed in this Prospectus, no circumstances have arisen since the date of the last restated financial
information as disclosed in this Prospectus which materially and adversely affect or are likely to affect, our
operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next
twelve months.

Recent Accounting Pronouncements

On March 24, 2021, the MCA, through a notification, amended Schedule III of the Companies Act. The

amendments revise Divisions I, II and III of Schedule III and are applicable from April 1, 2021. All amendments
to Schedule III affecting us have been implemented in our Restated Consolidated Financial Information.

357
SECTION VI: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated below, there are no outstanding (i) criminal proceedings, (ii) actions taken by statutory or
regulatory authorities, (iii) claims related to direct and indirect tax (in a consolidated manner) and (iv) material
litigation, in each case, involving our Company, our Subsidiaries, our Promoters and our Directors
(collectively, the “Relevant Parties”). Further, there are no disciplinary actions including penalty imposed by
the SEBI or the Stock Exchanges against our Promoters in the last five Financial Years including any
outstanding action and there are no outstanding litigation proceedings involving any of our Group Companies
that have a material impact on our Company.

In relation to (iv) above, our Board in its meeting held on August 6, 2021, has considered and adopted a policy
of materiality for identification of material civil litigation (“Materiality Policy”). In terms of the Materiality
Policy, any outstanding litigation involving the Relevant Parties which exceeds the amount which is 1% of the
profit after tax as per the Restated Consolidated Financial Information for the Financial Year 2021 would be
considered material for our Company. For the Financial Year 2021, our profit for the year as per the Restated
Consolidated Financial Information was %547.92 million. Accordingly, the following types of litigation
involving the Relevant Parties have been considered material, and accordingly disclosed, as applicable, (a) the
monetary amount of claim by or against the entity or person in any such pending proceeding is in excess of
%5.48 million (“Materiality Amount”); (b) where the monetary liability is not quantifiable, but where the
outcome of such legal proceedings may have a material bearing on the business, operations, performance,
prospects or reputation of our Company; or (c) the decision in one litigation is likely to affect the decision in
similar litigation, even though the amount involved in an individual litigation may not exceed the Materiality
Amount.

It is clarified that for the purposes of the above, pre-litigation notices received by the Relevant Parties from
third parties (excluding notices from statutory, regulatory or tax authorities or notices threatening criminal
action) shall not be evaluated for materiality until the Relevant Parties are impleaded as defendants in
proceedings before any judicial forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. For this
purpose, our Board has, pursuant to the Board resolution dated August 6, 2021, considered and adopted a
policy of materiality for identification of material outstanding dues to creditors (“Creditors’ Materiality
Policy”). In terms of this materiality policy, outstanding dues to any creditor of our Company having monetary
value exceeding %195.53 million, which is 5% of the total trade payables of our Company as on August 31,
2021, as per the Restated Consolidated Financial Information included in this Prospectus, shall be considered
as ‘material’. Accordingly, as on August 31, 2021, any outstanding dues exceeding €195.53 million have been
considered as material outstanding dues for the purpose of disclosure in this section. Further, for outstanding
dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will be based on
information available with the Company regarding status of the creditor as defined under Section 2 of the
Micro, Small and Medium Enterprises Development Act, 2006, as amended.

A. Litigation involving our Company

L Litigation against our Company
(a) Criminal Proceedings
1. Loyalty HR Benefits Private Limited (through Mr. Ameerul Hasan Siddiqui) has filed a criminal

complaint under Sections 406, 409 and 420 of IPC, Sections 63 and 63B of the Copyright Act, 1957
and the Copyright Rules, 1958 and Sections 16, 51 and 107 read with Section 96 of the Copyright,
Designs and Patents Act before the Metropolitan Magistrate, 61st Court at Kurla, Mumbai
(“Metropolitan Magistrate, Kurla”) alleging that our Company had violated the complainant’s
intellectual property rights in respect of the development of a particular software. The Metropolitan
Magistrate, Kurla ordered the Antop Hill Police Station (the “Police Station”) to investigate the
offences alleged in such criminal complaint. Subsequently, the Police Station filed an investigation
report before the Metropolitan Magistrate, Kurla on November 18, 2015 stating that no offence could
be made out in such criminal complaint. In response to a protest petition filed by the complainant, the
Metropolitan Magistrate, Kurla redirected the Police Station to re-investigate such matter. The Police

358
(b)

I.
(@)

Station then filed a second investigation report before the Metropolitan Magistrate, Kurla on January 6,
2017 stating that no offence could be made out in such criminal complaint. In response to a protest
petition filed by the complainant, the Metropolitan Magistrate, Kurla passed an order dated February 1,
2018 rejecting such protest petition.

Against such order of the Metropolitan Magistrate, Kurla, the complainant has preferred a criminal
revision petition (no. 4689 of 2018) before the sessions court on April 4, 2018 against the State of
Maharashtra (Police Station) which was rejected by an order of the Additional Sessions Judge, Greater
Mumbai dated March 4, 2020. Subsequently, the complainant has filed a criminal application (no.
2793/2020) dated September 2, 2020, before the High Court of Bombay, Maharashtra against the order
dated March 4, 2020. Our Company has filed an affidavit in reply dated November 4, 2020. The matter
is currently pending.

The Labour Enforcement Officer (Central), Udaipur has filed a complaint (no. 5632/2018) dated July
11, 2018 under Section 22A of the Minimum Wages Act against our Company before the Additional
Chief Judicial Magistrate, Udaipur, alleging that our Company had breached certain rules under the
Minimum Wages Act in connection with, inter alia, failure to exhibit relevant abstracts of the
Minimum Wages Act in Hindi and English in office premises, failure to issue wage slips and failure to
provide weekly holidays. The matter is currently pending.

Our Company and Mr. Ravi B. Goyal have received five summons notices dated October 6, 2021 (case
nos. 4621-4625 of 2018) to appear before the Additional Chief Judicial Magistrate, Bhilwara with
respect to applications submitted by the Labour Enforcement Officer under Section 22A of the
Minimum Wages Act, alleging that our Company had breached certain rules notified under the
Minimum Wages Act. Our Company received a further summons in case no. 4621 of 2018, dated
November 23, 2021, to appear before the Additional Chief Judicial Magistrate, Bhilwara on December
13, 2021. Our Company has appeared before the court in this matter through its advocate. The matter is
currently pending.

Our Company has received a summons notice (case no. 225 of 2018) on August 20, 2021 to appear
before the Gram Nyalaya (Tonk) with respect to applications submitted by the Labour Enforcement
Officer under Section 22A of the Minimum Wages Act, alleging that our Company had breached
certain rules notified under the Minimum Wages Act. The matter is currently pending.

Our Company and Mr. Ravi B. Goyal have been impleaded in case no. 5565 of 2018 instituted before
the Additional Chief Judicial Magistrate, Udaipur, with respect to applications submitted by the Labour
Enforcement Officer under Section 22A of the Minimum Wages Act, alleging that our Company had
breached certain rules notified under the Minimum Wages Act. The matter is currently pending.

Our Company and Mr. Ravi B. Goyal have been impleaded in case no. 5624 of 2018 instituted before
the Additional Chief Judicial Magistrate, Udaipur, with respect to applications submitted by the Labour
Enforcement Officer under Section 22A of the Minimum Wages Act, alleging that our Company had
breached certain rules notified under the Minimum Wages Act. The matter is currently pending.

Civil Proceedings
Nil
Litigation by our Company

Criminal Proceedings

Our Company has filed a criminal complaint dated September 3, 2016, against Mrs. Bharati Ganesh Totare
and Mr. Ganesh Pramod Totare (together, the “Accused”) in the Court of the Chief Judicial Magistrate,
Ahmednagar, Maharashtra, alleging wrongful restraint, criminal intimidation and criminal breach of trust.
Our Company had entered into a leave and license agreement dated October 7, 2014 with the Accused to set
up an ATM at the licensed premises. However, on March 17, 2016, the Accused closed the entry of the
ATM and did not allow access to our Company to the premises. Further, the Accused also did not allow our
Company to remove the ATM machine and the cash lying therein from the premises. Consequently, our
Company has filed this criminal complaint. The matter is currently pending.

359
10.

11.

12.

13.

14.

15.

16.

A First Information Report (“FIR”) dated August 31, 2020 was filed by our Company, under Sections 406,
408, 420 and 34 of the IPC, against Mr. Nagaraju SC and Mr. Manjunatha M (together, the “Accused”)
with the police station at Yelahanka, Bengaluru, Karnataka alleging misappropriation of cash amounting to
20.48 million by the Accused. The matter is currently pending.

An FIR dated February 15, 2021 was filed by our Company, under Sections 380 and 457 of the IPC with
the police station at Pratapnagar, Udaipur, alleging theft of cash amounting to 20.54 million by an
unidentified person.

An FIR dated July 9, 2021 was filed by our Company, under Sections 114, 380, 427, 457 and 461 of the
IPC with the police station at Gandhigram, Rajkot, alleging theft of cash amounting to 20.36 million by
unidentified persons.

An FIR dated August 26, 2020 was filed by our Company, under Sections 380, 427 and 457 of the IPC with
the police station at Urban Estate, Rohtak, alleging theft of cash amounting to 22.58 million by unidentified
persons.

An FIR dated November 26, 2020 was filed by our Company, under Sections 379 and 427 of the IPC with
the police station at Manchar, Pune alleging theft of cash amounting to 0.60 million by unidentified
persons.

An FIR dated November 20, 2020 was filed by our Company, under Sections 461 and 380 of the IPC with
the police station at Tiljala, Kolkata alleging theft of cash amounting to 21.31 million by unidentified
persons.

An FIR dated October 2, 2020 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Whitefield, Bengaluru alleging theft of cash amounting to 21.14 million by unidentified
persons.

An FIR dated December 24, 2020 was filed by our Company, under Sections 379, 427, 435 and 461 of the
IPC with the police station at Kotwali, Paschim Medinipur alleging theft of cash amounting to 22.04 million
by unidentified persons.

An FIR dated January 19, 2021 was filed by our Company, under Sections 380, 427 and 457 of the IPC
with the police station at Industrial Sector 7, Manesar, Gurugram alleging theft of cash amounting to 21.42
million by unidentified persons.

An FIR dated November 22, 2020 was filed by our Company, under Section 380 of the IPC with the police
station at Bharat Nagar, New Delhi alleging theft of cash amounting to 20.74 million by unidentified
persons.

An FIR dated November 24, 2020 was filed by our Company, under Sections 380 and 457 of the IPC with
the police station at Babain, Kurukshetra alleging theft of cash amounting to 21.20 million by unidentified
persons.

An FIR dated January 2, 2021 was filed by our Company, under Sections 380, 457 and 461 of the IPC with
the police station at Kalyanpuri, New Delhi alleging theft of cash amounting to 21.30 million by
unidentified persons.

An FIR dated January 31, 2021 was filed by our Company, under Section 380 of the IPC with the police
station at Sunlight Colony, New Delhi alleging theft of cash by unidentified persons.

An FIR dated November 17, 2020 was filed by our Company, under Sections 379 and 427 of the IPC with
the police station at Airport PS, Kolkata alleging theft of cash amounting to 71.08 million by unidentified
persons.

An FIR dated December 6, 2020 was filed by our Company, under Section 380 of the IPC with the police
station at Dabri, Dwarka alleging theft of cash amounting to 21.91 million by unidentified persons.

360
17.

18.

19.

20.

21.

22.

23.

24,

25.

26.

27.

28.

29.

30.

31.

32.

An FIR dated August 28, 2020 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Alland Circle, Kalaburagi alleging theft of cash amounting to 21.39 million by unidentified
persons.

An FIR dated June 19, 2020 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Narela Industrial Area, New Delhi alleging theft of cash amounting to 21.36 million by
unidentified persons.

An FIR dated February 13, 2020 was filed by our Company, under Sections 34 and 380 of the IPC with the
police station at Badarpur, New Delhi alleging theft of cash amounting to 22.42 million by unidentified
persons.

An FIR dated October 23, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Kasola, Rewari alleging theft of cash amounting to 20.54 million by unidentified persons.

An FIR dated December 15, 2019 was filed by our Company, under Sections 379 and 427 of the IPC with
the police station at Pimpri-Chinchwad, Pune alleging theft of cash amounting to 21.32 million by
unidentified persons.

An FIR dated February 24, 2020 was filed by our Company, under Sections 380 and 457 of the IPC with
the police station at Pehowa, Kurukshetra alleging theft of cash amounting to 21.42 million by unidentified
persons.

An FIR dated March 17, 2020 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Civil Lines, Kaithal alleging theft of cash amounting to 21.30 million by unidentified
persons.

An FIR dated March 5, 2020 was filed by our Company, under Sections 188, 380 and 457 of the IPC and
Section 3 of Public Property (Prevention of Damage) Act, 1985 with the police station at Model Town,
Rewari alleging theft of cash amounting to %2.14 million by unidentified persons.

An FIR dated February 22, 2020 was filed by our Company, under Section 380 of the IPC with the police
station at Subhash Place, New Delhi alleging theft of cash by unidentified persons.

An FIR dated November 3, 2019 was filed by our Company, under Section 380 of the IPC with the police
station at Pimpri-Chinchwad, Pune alleging theft of cash amounting to 21.90 million by unidentified
persons.

An FIR dated November 10, 2019 was filed by our Company, under Sections 380, 427, 436, 457 and 511 of
the IPC with the police station at Kosli, Rewari alleging theft of cash amounting to 21.04 million by
unidentified persons.

An FIR dated December 19, 2019 was filed by our Company, under Section 380 of the IPC with the police
station at Shahpur, Thane alleging theft of cash amounting to 21.30 million by unidentified persons.

An FIR dated January 11, 2020 was filed by our Company, under Sections 379 and 435 of the IPC with the
police station at Sankrail, Howrah alleging theft of cash amounting to 22.28 million by unidentified
persons.

An FIR dated January 27, 2020 was filed by our Company, under Sections 461, 436, 380, 511, 427 and 336
of the IPC with the police station at Pimpri-Chinchwad, Pune alleging theft of cash amounting to 20.80
million by unidentified persons.

An FIR dated March 12, 2020 was filed by our Company, under Section 380 of the IPC with the police
station at Gannaur, Sonipat alleging theft of cash amounting to %2.37 million by unidentified persons.

An FIR dated April 2, 2020 was filed by our Company, under Sections 380, 454 and 457 of the IPC with

the police station at Nelamangala Circle, Bengaluru alleging theft of cash amounting to 22.81 million by
unidentified persons.

361
33.

34.

35.

36.

37.

38.

39.

40.

41.

42.

43,

44,

45.

46.

47.

48.

49.

An FIR dated July 2, 2020 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Subramaynapura, Bengaluru alleging theft of cash by unidentified persons.

An FIR dated August 8, 2021 was filed by our Company, under Section 379 of the IPC with the police
station at Gandhi Gunj, Bidar alleging theft of cash amounting to 0.33 million by unidentified persons.

An FIR dated July 26, 2020 was filed by our Company, under Sections 392 and 506 of the IPC and Section
25 of the Arms Act, 1959 with the police station at Tosham, Bhiwani alleging theft of cash by unidentified
persons.

An FIR dated May 22, 2020 was filed by our Company, under Sections 380, 454 and 457 of the IPC with
the police station at Bhandup, Mumbai alleging theft of cash amounting to 21.15 million by unidentified
persons.

An FIR dated June 9, 2020 was filed by our Company, under Sections 457, 380, 427 and 34 of the IPC with
the police station at Pimpri-Chinchwad, Pune alleging theft of cash amounting to 20.57 million by
unidentified persons.

An FIR dated December 20, 2019 was filed by our Company, under Sections 34, 201, 379 and 436 of the
IPC with the police station at Thelkoli, Sambalpur alleging theft of cash amounting to 20.97 million by
unidentified persons.

An FIR dated May 19, 2020 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Subramanyapura, Bengaluru alleging theft of cash amounting to %0.40 million by
unidentified persons.

An FIR dated December 8, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with
the police station at Seemapuri, Shahdara, New Delhi alleging theft of cash amounting to 20.47 million by
unidentified persons.

An FIR dated May 29, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Colonelganj, Prayagraj alleging theft of cash by unidentified persons.

An FIR dated July 2, 2019 was filed by our Company, under Sections 380, 461, 447, 427, 114 of the IPC
with the police station at Gandhigram, Rajkot alleging theft of cash amounting to 21.16 million by
unidentified persons.

An FIR dated April 8, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Gannaur, Sonipat alleging theft of cash amounting to 71.74 million by unidentified persons.

An FIR dated July 23, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Hodal, Palwal alleging theft of cash amounting to 21.10 million by unidentified persons.

An FIR dated August 8, 2019 was filed by our Company, under Sections 380, 435 and 457 of the IPC with
the police station at Sector-58, Faridabad alleging theft of cash by unidentified persons.

An FIR dated April 14, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Parwanoo, Solan alleging theft of cash amounting to approximately %0.90 million by
unidentified persons.

An FIR dated April 16, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Soro, Balasore alleging theft of cash amounting to 21.12 million by unidentified persons.

An FIR dated April 21, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Sector-37, Gurugram alleging theft of cash amounting to 21.22 million by unidentified
persons.

An FIR dated May 8, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the

police station at Rupnagar, Punjab alleging theft of cash amounting to 20.96 million by unidentified
persons.

362
50.

51.

52.

53.

54.

55.

56.

57.

58.

59.

60.

61.

62.

63.

(b)

An FIR dated May 11, 2019 was filed by our Company, under Sections 342, 395 and 427 of the IPC and
Section 25 of the Arms Act, 1959 with the police station at Sidhwan, Ludhiana alleging theft of cash by
unidentified persons.

An FIR dated June 3, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Nalagarh, Baddi alleging theft of cash amounting to 20.83 million by unidentified persons.

An FIR dated June 16, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Dharuhera, Rewari alleging theft of cash amounting to 2.04 million by unidentified
persons.

An FIR dated July 3, 2019 was filed by our Company, under Sections 114, 380, 427, 447 and 461 of the
IPC with the police station at Gandhidham alleging theft of cash amounting to 22.8 million by unidentified
persons.

An FIR dated July 18, 2019 was filed by our Company, under Sections 380 and 457 of the IPC with the
police station at Dharuhera, Rewari alleging theft of cash amounting to 21.68 million by unidentified
persons.

An FIR (no. 0613) dated August 2, 2019 was filed by our Company, under Sections 427 and 451 of the IPC
with the police station at Bhiwani alleging theft of cash amounting to 21.19 million by unidentified persons.

An FIR (no. 0611) dated August 2, 2019 was filed by our Company, under Sections 427 and 451 of the IPC
with the police station at Bhiwani alleging theft of cash by unidentified persons.

An FIR dated January 19, 2020 was filed by our Company, under Sections 427, 457 and 511 of the IPC
with the police station at Barotiwala, Baddi alleging theft of cash by unidentified persons.

An FIR dated July 17, 2021 was filed by our Company, under Sections 380, 427, 454, 457 and 461, of the
IPC with the police station at Morbi Taluka, Rajkot alleging theft of cash amounting to 21.57 million by
unidentified persons.

An FIR dated August 8, 2021 was filed by our Company, under Section 379 of the IPC with the police
station at Gandhi Gunj, Bidar alleging theft of cash amounting to 20.33 million by unidentified persons.

An FIR dated August 19, 2021 was filed by our Company, under Section 380 of the IPC with the police
station at Shahapura, Thane alleging theft of cash amounting to 20.20 million by unidentified persons.

An FIR dated September 17, 2021 was filed by our Company, under Sections 380 and 457 of the IPC with
the police station at Arakkonam Taluk, Ranipet alleging theft of cash amounting to 20.39 million by
unidentified persons.

An FIR dated October 3, 2021 was filed by our Company, under Sections 379, 427 and 461 of the IPC with
the police station at Sadar, Muzaffarpur alleging theft of cash amounting to 71.99 million by unidentified
persons.

An FIR dated September 15, 2021 was filed by our Company, under Sections 457 and 511 of the IPC with
the police station at Arambakkam, Thriruvallur alleging attempted theft of cash by unidentified persons.

Civil proceedings

Our Company, along with Mr. Ravi B. Goyal, has filed a writ petition (no. 10899 of 2021) dated April
28, 2021 against The Bank of India (“BOI”) before the High Court of Bombay, Maharashtra, to set
aside BOI’s letter dated December 8, 2020 in relation to permanently debarring our Company and its
group companies from participating in BOI’s future processes for selection of service providers,
cancelling a purchase order dated October 31, 2020 and forfeiting a bid security amount of 210 million.
The court has, by way of its order dated May 6, 2021 directed that BOI’s decision to debar our
Company and its group companies shall stand stayed. BOI has filed an affidavit in reply dated June 14,

363
2021. Our Company filed a rejoinder to the affidavit dated August 26, 2021. The matter is currently
pending.

Actions and Proceedings initiated by statutory/regulatory authorities involving our Company

Our Company received a summons notice dated February 2019 (case no. MW 19/2019) with respect to
application submitted by the Labour Enforcement Officer (Central), Kota I/C Sawaimadhopur, alleging
that our Company had breached certain rules under the Minimum Wages Act in connection with, inter
alia, non-payment of minimum rates of wages, failure to provide weekly rest day and non-payment of
overtime wages. The matter was last heard on October 21, 2021. The matter is currently pending.

Our Company received a show-cause notice dated October 6, 2020 from the Central Pollution Control
Board for non-submission of annual return for the Financial Year 2018-19, in violation of Rule
13(1)(xi) of the e-Waste (Management) Rules, 2016. Our Company has filed a reply dated November
5, 2020 along with annual return for the Financial Year 2018-19. Our Company has not received any
further communication in this matter.

Our Company received a show-cause notice dated March 17, 2020, from the office of the Municipal
Corporation of Greater Mumbai, alleging construction of premises in violation of Sections 342 and 347
of the Mumbai Municipal Corporation Act, 1888. Our Company has responded to the notice by way of
its letter dated June 29, 2020, seeking an extension of time to file its response. Since similar notices
were received by 260 members of the Trade World Premises Co-operative Society Limited (the
“Society”), the Society made a representation to the Municipal Corporation on behalf of all such
members, including our Company. The matter is currently pending.

Our Company received a notice dated February 19, 2021 from the Ministry of Statistics and
Programme Implementation for submission of the Annual Survey of Industries Return for the year
2019-20 under Collection of Statistics Act, 2008. Our Company has filed the required return and has
not received any further communication in this matter.

Our Company received a notice dated March 16, 2018, from the Shops and Establishment
Commissioner, Bengaluru, alleging non-compliances with respect to certain provisions of the Payment
of Wages Act, 1948, the Minimum Wages Act and the Karnataka Shops and Commercial
Establishments Act, 1961. Our Company has submitted the required documents, the submission of
which were acknowledged by the authority. Our Company has not received any further communication
in this regard.

Our Company received a notice dated May 14, 2018 from the office of the Registrar of Companies,
Maharashtra, at Mumbai, alleging that our Company had not filed Form CRL-1 in accordance with the
Companies (Restriction on Number of Layers) Rules, 2017 within the stipulated time limit. Our
Company has responded to the notice by way of its letter dated May 25, 2018, submitting that it was
not required to file the form, as our Company had two wholly-owned subsidiaries incorporated in India
and accordingly, the provisions of the Companies (Restriction on Number of Layers) Rules, 2017 did
not apply to our Company. Our Company has not received any further communication in this regard.

Our Company has received a notice dated July 7, 2018, from the office of the Commissioner of
Customs, Chennai, requiring us to submit certain documents to enable the Department of Revenue to
finalize certain provisionally assessed bills of entry. Our Company has responded to the notice by way
of its letter dated August 16, 2018 stating that the required documents had been submitted. Our
Company has not received any further communication in this regard.

Our Company received a notice dated January 17, 2019 from the Office of the Assistant Commissioner
for Labour, Division-2, Bangalore, Government of Karnataka to produce documents maintained by our
Company under various provisions of the Contract Labour (Regulation and Abolition) Act, 1970 within
seven days. Our Company has received no further communication in this matter.

Our Company received a letter dated December 18, 2019 from the RBI in relation to the certificate of
authorisation granted to our Company to set up, own and operate White Label ATMs (“WLAs”),
observing that our Company was not in compliance with the White Label ATMs (WLAs) in India —
Guidelines dated June 20, 2012 (the “WLA Guidelines”). The letter stated that our Company had not

364
10.

11.

12.

13.

deployed the minimum number of WLAs, as required under the WLA Guidelines and provided revised
the deployment targets for our Company. Our Company had by way of its letter dated December 24,
2019 responded to the RBI providing reasons for the non-compliance as well as undertaking to achieve
the revised deployment targets.

Subsequently, our Company received a show-cause notice dated July 27, 2020 from the RBI stating
that our Company’s explanation for non-compliance were found to be unacceptable and in
contravention of the PSS Act and directing our Company to show cause as to why action under Section
8 of the PSS Act should not be initiated. Our Company filed a letter dated August 10, 2020 with certain
submissions including a request to RBI to condone the violations as highlighted by the RBI and a
request for a personal hearing. A personal hearing was held with the Committee of Chief General
Managers on October 1, 2020. Separately, our Company sent a letter to the RBI on December 4, 2020
requesting for the suspension on fresh deployment of ATMs to be revoked. Thereafter, the RBI by way
of its order dated March 4, 2021 revoked the authorisation granted to our Company in relation to
setting up, owning and operating WLAs.

Our Company received a notice dated October 20, 2021 from the Office of the Additional Labor
Commissioner, Jamshedpur, stating that two employees of one of our contractors, Global Force
Management Services Private Limited, had filed a complaint in the above office stating that they were
discharged from their employment without any reason. The notice required the contractor to pay the
arrears of salary, and join the investigation along with the relevant records, on December 21, 2021. The
matter is still pending.

Our Company was sent a showcause notice dated March 24, 2021 from the Deputy Director of the
Regional Office, Employees’ State Insurance Corporation (“ESIC Director”) alleging that the
Company had failed to pay the contributions and submit the returns for the period between March,
2016 and September, 2020, aggregating to 20.45 million. Our Company received another letter dated
June 21, 2021, in this connection. Subsequently, by an order dated September 15, 2021, the ESIC
Director directed the Company to pay 0.42 million in contributions with a period of 60 days from the
order (“ESIC Order”). By a letter dated November 9, 2021, our Company appealed against the ESIC
Order under Section 45AA of the ESIC Act (“ESIC Appeal”), on the grounds that the ESIC code in
connection with which the order was passed was not within the knowledge of the Company, and that
the relevant office of the Company had been assigned a different sub-code from the one cited in the
ESIC Order. Further, all but one employee at such location received a salary greater than 715,000 and
221,000 per month, thereby bringing them outside the ambit of the ESIC Act for the relevant period in
the ESIC Order. The Company had duly paid the contributions in connection with one such employee
who fell within the ambit of the ESIC Act during the relevant period. In accordance with the
requirements of Section 45AA, our Company has deposited 25% of the amount imposed under the
ESIC Order with the relevant authority and provided the relevant documents in connection with the
claims made in the ESIC Appeal. The matter is currently pending.

Our Company was issued a show cause notice dated May 24, 2021 from the Assistant Director, New
Delhi of the Employees’ State Insurance Corporation in connection with the contributions payable
under the ESIC Act for the period between October, 2019 and February, 2021. The letter also requested
our Company to provide accompanying documents for the ESIC contributions relating to the period
above. Subsequently, our Company also received a letter dated July 12, 2021 (together, the “ESIC
Letters”) in this regard. Our Company, through its letter dated November 26, 2021, stated that, in
relation to the relevant establishment specified in the ESIC Letters, no employees were covered under
the ambit of the ESIC Act, and therefore no contributions were paid during the relevant period. Our
Company has not received any further communications on this matter.

Our Company received an inspection order dated October 4, 2021 from the Office of the Assistant
Inspector of Labour, Labour Department, Government of Tamil Nadu, which alleged that, based on
inspections carried out at the relevant premises of our Company, prima facie contraventions of the
Tamil Nadu Shops and Establishments Rules, 1948 had been observed, such as failure to maintain a
register of fines, deductions and damages, failure to maintain the register of wages in the prescribed
form and a failure to provide a wage slip to every employee one day prior to the disbursement of wages
in the prescribed form. Our Company was given an opportunity to rectify the defects so identified
within 15 days of the above inspection order, failing which a show cause notice would be issued. Our
Company has responded to the inspection order and provided the required documentation. Pursuant to

365
14.

15.

16.

17.

18.

19.

20.

21.

Iv.

(@)

an e-mail received from the Office of the Assistant Inspector of Labour, dated December 13, 2021, our
Company has been informed that the matter has subsequently been closed. However, our Company is
in the process of obtaining a copy of the relevant order.

Our Company received a letter dated November 2, 2021 from the Assistant Labour Commissioner
(Central), Kolkata, Ministry of Labour & Employment, Government of India, in connection with a
dispute raised by the Bengal Provincial Banks’ Contract Employees Association against two of our
contractors, Global Force Management Services Private Limited and Clear Secured Service Private
Limited, with regard to alleged disparities in payment of monthly salaries, house rent allowance, leave
encashment and deductions towards provident fund contributions. Our Company had previously
received two letters dated March 4, 2021, requesting attendance at a joint discussion in connection with
this matter. By the letter dated November 2, 2021, our Company was requested to attend a joint
discussion in connection with this dispute on December 20, 2021 at the office of the Assistant Labour
Commissioner. The matter is currently pending.

Our Company received a show cause notice dated December 10, 2021 from the office of the Deputy
Chief Labour Commissioner (Central), Cochin, Ministry of Labour & Employment, Government of
India, in relation to alleged non-compliance with the Minimum Wages Act and the rules framed
thereunder. Our Company has also received an inspection report dated December 10, 2021 in
connection with the above show cause notice. The allegations are in connection with alleged failures
with respect to, inter alia, (i) payment of wages within the statutory time limits prescribed, (ii)
maintenance of registers and records and (iii) display of notices containing: (a) minimum rates of
wages and (b) the name and address of the inspector in English and any language understood by
majority of the workers. Our Company is currently in the process of responding to the above show
cause notice. The matter is currently pending.

Our Company received a notice dated January 13, 2022 from the Assistant P F Commissioner,
Compliance Section, RO Dadar of the Employees’ Provident Fund Organisation, Ministry of Labour
and Employment, Government of India, in connection with a complaint received from Mr. Kishan
Bharatkumar Raval, wherein it was alleged that our Company had not deducted provident fund
contributions for the period between April, 2020 and December, 2020, seeking an explanation on the
matter along with the relevant documents. Our Company is currently in the process of responding to
the above notice with the relevant documents. The matter is currently pending.

For details in relation to complaint bearing number 5632/2018, please see “Litigation involving our
Company — Litigation against our Company — Criminal Proceedings” on page 359.

For details in relation to applications submitted by the Labour Enforcement Officer under Section 22A
of the Minimum Wages Act, and the five summons notices dated October 6, 2021, please see
“Litigation involving our Company — Litigation against our Company — Criminal Proceedings” on
page 359.

For details in relation to the application submitted by the Labour Enforcement Officer under Section
22A of the Minimum Wages Act, and the summons notice received on August 20, 2021, please see
“Litigation involving our Company — Litigation against our Company — Criminal Proceedings” on
page 359.

For details in relation to applications submitted by the Labour Enforcement Officer under Section 22A
of the Minimum Wages Act (case no. 5565 of 2018), 2021, please see “Litigation involving our
Company — Litigation against our Company — Criminal Proceedings” on page 359.

For details in relation to applications submitted by the Labour Enforcement Officer under Section 22A
of the Minimum Wages Act (case no. 5624 of 2018), please see “Litigation involving our Company —
Litigation against our Company — Criminal Proceedings” on page 359.

Material legal notices involving our Company

Material legal notices received by our Company

366
(b)

Our Company has received a notice dated July 2, 2018 from Israeli Credit Insurance Company
(“ICIC”), wherein the ICIC has alleged that our Company has not made a payment of USD 274,208 to
OTI Petrosmart (pty) Ltd. (“OTI”), a policy holder of ICIC, for the goods supplied to us during the
period from December, 2017 until March 2018. ICIC had requested us to confirm as to why such
payment had not been made. Our Company responded to such notice through a letter dated August 30,
2018, wherein our Company denied any obligation to make such payment on the ground that the goods
supplied by OTI had various defects. ICIC issued further letters/notices dated October 18, 2018 and
October 29, 2018 demanding payment of the outstanding amount. In response, our Company issued
letters dated November 20, 2018 to both ICIC and OTI denying any obligation to make the
abovementioned payment. Further, ICIC issued a notice dated December 30, 2018 alleging that our
Company had acknowledged the debt of USD 274,208 to OTI, to which our Company responded
through a letter dated January 10, 2019 denying such allegations. ICIC has issued a notice dated March
7, 2019 to our Company stating that it expected our Company and OTI to resolve all differences.

Material legal notices issued by our Company

Our Company issued a notice dated March 22, 2021 to Muthoot Finance Limited (“Muthoot
Finance”) for clearing the outstanding amount of approximately 229.43 million, under various invoices
raised by our Company between February 2020 and January 2021, in relation to the deployment,
management and operation of white label ATMs. The invoices were raised under the ATM Network
Deployment and Management Agreement dated September 18, 2014 (the “Agreement”) read with the
First Addendum Agreement dated February 25, 2019, both entered into between our Company and
Muthoot Finance. Pursuant to letters dated April 15, 2021 and June 9, 2021 between our Company and
Muthoot Finance, we agreed to enter into a settlement in relation to this dispute. Subsequently, our
Company issued a letter dated June 29, 2021 to notify a dispute under clause 18.1 of the Agreement,
and to initiate the process of negotiation to settle the dispute. Our Company was unable to resolve the
dispute through negotiations with Muthoot Finance, and since the 30 day period for arriving at a
mutually acceptable solution provided for in the Agreement had expired, a notification regarding the
failure of mediation was given to Muthoot Finance through an e-mail dated October 22, 2021.
Subsequently, on November 1, 2021, our Company issued an arbitration notice to Muthoot Finance.
The agreement requires parties to appoint a sole arbitrator with mutual consent. The matter is currently
pending.

B. Litigation involving our Subsidiaries

(@

Litigation against our Subsidiaries
Criminal Proceedings

ITSL

Nil

SVIL

A police report under Section 173 of the Code of Criminal Procedure, 1973 dated July 3, 2017 has been
filed under the IPC and Sections 30 and 33(2) of the Arms Act, 1959 against Mr. Housila Pandye and
Mr. Rajesh Arote, employees of SVIL, before the First Class Magistrate, First Court Thane, alleging
that Mr. Pandye had used his firearms license issued for personal safety and self-defence while
discharging official duties for SVIL and that Mr. Arote had engaged the services of Mr. Pandye. The
matter is currently pending.

Mina Kunwarsingh Rajput has filed a criminal application (M.A. no. 1146/19) dated March 15, 2019
against certain employees of SVIL in Chandan Nagar, Pune alleging mental and physical harassment
and requesting investigation of offences under Sections 420, 323, 354, 384, 387, 452, 504 and 506(1)
of the IPC. The applicant had initially filed a complaint with the Commissioner of Police, Pune on
February 28, 2019 and on March 2, 2019. However, the applicant has filed the current application
alleging that no action was taken in relation to the above complaints. The matter is currently pending.

367
(b)

The Secure Value India Workers Union (CITU), a registered trade union, has filed a petition dated July
9, 2018 (case no.850/19) against Mr. Shyam Sunder Bairagi, erstwhile Regional Head Human
Resources, SVIL before the Court of Civil Judge and Chief Metropolitan Magistrate, Jaipur
Metropolitan, in relation to an offence under Section 25(t) of the Industrial Disputes Act, 1947. The
petitioner has alleged that the respondent accused engaged in improper labour practices as defined
under Articles 1, 4, 5, 6 and 7 of Schedule V of the Industrial Disputes Act, 1947. The current petition
has been filed pursuant to an order dated April 10, 2018 issued by the Labour Department of the
Government of Rajasthan, sanctioning prosecution against the respondent accused. The Chief
Metropolitan Magistrate, Jaipur Metropolitan has issued an order dated April 30, 2019 taking
cognizance of the offence against Mr. Shyam Sunder Bairagi. Mr. Bairagi left our Company in
September 2019 and our Company has received the summons for the case. The matter is currently
pending.

The Secure Value India Workers Union (CITU), a registered trade union, has filed a petition dated
August 29, 2018 (case no.849/19) against Mr. Shyam Sunder Bairagi, Regional Head Human
Resources, SVIL before the Court of Civil Judge and Chief Metropolitan Magistrate, Jaipur
Metropolitan, in relation to an offence under Section 13(1) of the Industrial Employment (Standing
Orders) Act, 1946. The petitioner has alleged that the respondent accused has failed to constitute
standing orders and service conditions are being enforced in an arbitrary manner, in contravention of
Section 3 of the Industrial Employment (Standing Orders) Act, 1946. The current petition has been
filed pursuant to an order dated March 15, 2018 issued by the Labour Department of the Government
of Rajasthan, sanctioning prosecution against the respondent accused. The Chief Metropolitan
Magistrate, Jaipur Metropolitan has issued an order dated April 30, 2019 taking cognizance of the
offence against Mr. Shyam Sunder Bairagi. Mr. Bairagi left our Company in September 2019 and our
Company has received the summons for the case. The matter is currently pending.

SVIL, Mr. Ravi B. Goyal and one of our employees, have received a summons (ST1996/ 2021) dated
September 2, 2021 to appear before the Judicial Magistrate First Class, Thrissur, in connection with an
application filed by the Assistant Labour Officer under Section 22A of the Minimum Wages Act,
alleging that our Company had breached certain rules notified under the Minimum Wages Act. The
matter is currently pending.

SVIL, Mr. Ravi B. Goyal and one of our employees, have received a summons (ST1997/ 2021) dated
September 2, 2021 to appear before the Judicial Magistrate First Class, Thrissur, in connection with an
application filed by the Assistant Labour Officer under Section 22A of the Minimum Wages Act,
alleging that our Company had breached certain rules notified under the Minimum Wages Act. The
matter is currently pending.

SVIL, Mr. Ravi B. Goyal and one of our employees, have received a summons (ST1998/ 2021) dated
September 2, 2021 to appear before the Judicial Magistrate First Class, Thrissur, in connection with an
application filed by the Assistant Labour Officer under Section 22A of the Minimum Wages Act,
alleging that our Company had breached certain rules notified under the Minimum Wages Act. The
matter is currently pending.

SVIL, Mr. Ravi B. Goyal and one of our employees, have received a summons (ST1999/ 2021) dated
September 2, 2021 to appear before the Judicial Magistrate First Class, Thrissur, in connection with an
application filed by the Assistant Labour Officer under Section 22A of the Minimum Wages Act,
alleging that our Company had breached certain rules notified under the Minimum Wages Act. The
matter is currently pending.

Civil Proceedings

ITSL

Nil

SVIL

SVIL received separate claim statements, filed by the following persons, each before the

Superintendent Officer, Labour Court, Gurugram, alleging illegal retrenchment by SVIL and seeking
reinstatement with full back wages and continuity of service. The matters are currently pending:

368
Mr. Jasvir Singh

Mr. Rakesh Kumar

Mr. Bishwajeet Kumar Pandey
Mr. Sarvendra Singh

Mr. Ramesh Kumar

Mr. Rajesh Kumar

Mr. Jagat Pal

Mr. Ajay Pal

Mr. Pawan Kumar

rrampao se

The claimants have also alleged that they were retrenched during the course of a case of common
demands, filed by the claimants and other workers employed with SVIL. The case of common demands
is pending before the Deputy Commissioner of Labour, Gurgaon, Haryana for violation of the
Industrial Disputes Act, 1947.

Sarva Shramik Sanghatana, an unrecognized trade union of the employees of SVIL, has filed a charter
of demands dated December 20, 2017 with the Industrial Tribunal, Mumbai, Maharashtra and the
tribunal has issued a notice dated October 14, 2019 in this regard. The charter of demands contains
various demands on the workers including rise in wages, provision for various allowances, increase in
leaves, grant of bonus, accident insurance, gratuity and facility of drinking water. On November 26,
2021, the Sarva Shramik Sanghatana filed a statement of claim in connection with this matter. The
matter is currently pending.

Sarva Shramik Sanghatana, an unrecognized trade union of the employees of SVIL, has filed a
complaint (no. 109 of 2017) alleging unfair labour practices under the MRTU and PULP Act against
SVIL, Mr. Ravi B. Goyal and Mr. Deepak Anant Pharde, an employee of SVIL before the Labour
Court, Maharashtra at Mumbai on July 4, 2017 for wrongful termination of seven employees of SVIL.
The matter is currently pending.

SVIL received a summons notice (no. 66 of 2019) dated February 6, 2020 from the Presiding Officer,
Labour Court, Lucknow in relation to an application filed by Mr. Raj Kumar Tiwari, a former
employee of SVIL alleging illegal retrenchment by SVIL. A further summons dated August 10, 2021
(no. 30 of 2021) was received from the Judicial Officer, Labour Court, Uttar Pradesh, before whom the
matter is currently pending.

Mr. Aditya Pareek, a former employee of SVIL, has filed a petition (no. 469/2015) dated October 7,
2015 before the Court of Additional Civil Judge, Class-2 Jaipur Metropolitan, seeking an interim
injunction against SVIL and one of its employees. The petitioner has alleged that he was threatened to
sign his resignation letter by certain employees of SVIL and that when he refused, he was not allowed
to enter his office. Further, the petitioner has stated that he has not been paid his salary since August
2015. The petitioner has requested the court to allow him to resume his work, without any unauthorised
action against or threats to him and for the respondents to keep making regular salary payments. SVIL
has filed a reply dated February 3, 2016 denying the petitioner’s allegations and requesting the court to
dismiss the petition. The matter is currently pending.

Mr. Surajmal Sharma, a former employee of SVIL, has filed a petition (no. 556/2015) dated October 7,
2015 before the Court of Additional Civil Judge, Class-2 Jaipur Metropolitan, seeking an interim
injunction against SVIL and one of its employees. The petitioner has alleged that he was threatened to
sign his resignation letter by certain employees of SVIL and that when he refused, he was not allowed
to enter his office. Further, the petitioner has stated that he has not been paid his salary since August
15, 2015. The petitioner has requested the court to allow him to resume his work, without any
unauthorised action against or threats to him and for the respondents to keep making regular salary
payments as well as compensation of 20.1 million along with interest. SVIL has filed a reply dated
February 3, 2016 denying the petitioner’s allegations and requesting the court to dismiss the petition.
The matter is currently pending.

SVIL received a claim statement dated September 7, 2016, filed by Mr. Tarjinder Singh before the
Presiding Officer, Industrial Tribunal cum Labour Court — II, Gurgaon, alleging illegal retrenchment by
SVIL and seeking reinstatement with full back wages and continuity of service. The matter is currently
pending.

369
10.

11.

12.

13.

14.

15.

16.

17.

18.

SVIL received a claim statement dated September 7, 2016, filed by Mr. Jagdish Singh before the
Presiding Officer, Industrial Tribunal cum Labour Court — II, Gurgaon, alleging illegal retrenchment by
SVIL and seeking reinstatement with full back wages and continuity of service. The matter is currently
pending.

Mr. Dhurendra R. Giri, an employee of SVIL, has filed a petition alleging unfair labour practices under
the MRTU and PULP Act against SVIL and Mr. Ravi B. Goyal before the Commissioner for
Employees’ Compensation for Mumbai, Labour Court, Mumbai. Mr. Giri has alleged, inter alia, that a
notice dated August 20, 2018 issued by SVIL directing its security guards to not carry weapons without
the prior permission of the management of SVIL, was illegal in light of certain notifications/guidelines
issued by the RBI and the Ministry of Home Affairs. Mr. Giri has sought, inter alia, restrictions on
SVIL and Mr. Ravi B. Goyal from acting on the abovementioned notice dated August 20, 2018 and
staying the implementation of such notice until final disposal. The matter is currently pending.

Mr. Kaushikkumar Jayantilal Patel, a former employee of SVIL, filed an application before the Labour
Court, Ahmedabad, alleging illegal retrenchment by SVIL and seeking reinstatement with full back
wages and continuity of service. The matter is currently pending.

Mr. Nitinbhai Ganpatbhai Patel, a former employee of SVIL, filed an application before the Labour
Court, Ahmedabad, alleging illegal retrenchment by SVIL and seeking reinstatement with full back
wages and continuity of service. The matter is currently pending.

Mr. Pradipkumar Manubhai Bamaniya, a former employee of SVIL, filed an application before the
Labour Court, Godhara, alleging illegal retrenchment by SVIL and seeking reinstatement with full back
wages and continuity of service. The matter is currently pending.

SVIL received a claim statement dated July 4, 2016, filed by Mr. Sunjeet Kumar before the Presiding
Officer, Industrial Tribunal cum Labour Court — II, Gurgaon, alleging wrongful termination by SVIL
and seeking reinstatement with back wages and other benefits. The matter is currently pending.

Mr. Devesh Kumar, a former employee of SVIL, filed an application before the Labour Court,
Karkardooma, Delhi, alleging illegal retrenchment by SVIL and seeking reinstatement with full back
‘wages and continuity of service. The matter is currently pending.

Mr. Devendra Singh (the “Petitioner’), a former employee of SVIL, raised an industrial dispute before
the Additional District & Sessions Judge, Presiding Officer, Labour Court -XIX, Dwarka Courts,
Delhi, alleging illegal retrenchment by SVIL. The industrial dispute culminated into an award dated
August 14, 2018 wherein the Additional District & Sessions Judge held that the Petitioner was not
entitled to any relief. Subsequently, the Petitioner filed a writ petition before the High Court of Delhi to
quash to set aside the impugned award dated August 14, 2018 and grant the relief of reinstatement with
full back wages and all consequential benefits. The matter is currently pending.

Mrs. Mindra Devi and four other individuals have jointly filed a claim petition dated January 8, 2015 in
the Motor Accident Claims Tribunal, Dwarka, Delhi against SVIL and Magma HDI General Insurance
Company Limited. The complainants have alleged that a van belonging to SVIL hit a vehicle in which
three of their relatives were traveling, who died in the accident. The complainants have claimed a total
compensation of %8.00 million together with an interest of 18% per annum on such amount. The matter
is currently pending.

Mrs. Lakshmi and Mr. Palayam have jointly filed a claim petition dated January 9, 2020 in the Motor
Accident Claims Tribunal, Chennai against SVIL and Bajaj Allianz General Insurance Company
Limited. The complainants have alleged that a van belonging to SVIL was being driven in a rash and
negligent manner and the driver applied sudden brakes, due to which the complainants’ son hit the van
in unavoidable circumstances resulting in his death. The complainants have claimed a total
compensation of 27.00 million. The matter is currently pending.

Mrs. Rashida Bano and three other individuals have jointly filed a claim petition in the Court for Motor

Accident Tribunal and Essential Commodities Act, Jaipur against SVIL and Bajaj Allianz General
Insurance Company Limited. The complainants have alleged that a pick-up vehicle belonging to SVIL

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20.

(@

was being driven in a rash and negligent manner and the driver hit their relative who sustained severe
head and bodily injuries, resulting in his death. The complainants have claimed a total compensation of
215.28 million. The matter is currently pending.

The legal representatives of Mr. Aalok Shirodkar have jointly filed a miscellaneous claim petition (no.
12/2021) in the Court for Motor Accident Claims Tribunal, Mapusa against SVIL and one of its
employees. The complainants have alleged that a vehicle belonging to SVIL was involved in an
accident with Mr. Aalok Shirodkar, resulting in his death. The Motor Accident Claims Tribunal issued
notice in this matter (claim petition no. 46/ 2021) on September 4, 2021, requiring SVIL to appear
before it on October 13, 2021. The claimants are seeking 217.83 million in compensation. The matter is
currently pending.

M/s Task Force Security Company Private Limited has filed a petition dated October 1, 2020 before
the Micro and Small Enterprises Facilitation Council, Chennai Region (“MSEFC”) requesting the
council to direct SVIL to pay the sum of 27.73 million with interest for supply of manpower. On
September 29, 2021, SVIL received an e-mail from the MSEFC requesting additional details, which
was provided by SVIL through its e-mail dated October 16, 2021. Pursuant to an e-mail received from
the MSEFC, dated December 14, 2021, SVIL has been informed that matter has subsequently been
closed. However, SVIL is in the process of obtaining a copy of the relevant order.

Litigation by our Subsidiaries
Criminal Proceedings
ITSL

ITSL, through Mr. Aditya Rajpal, has filed an FIR dated June 13, 2021, under Sections 120B, 406, and
420 of the IPC, against Momin Khan and others (together, the “Accused”) with the police station at
Ghaziabad, Uttar Pradesh, alleging that the Accused have caused ITSL serious financial loss amounting
to 23.05 million through forgery, cheating and conspiracy. The matter is currently pending.

SVIL

An FIR dated May 5, 2019 was filed by SVIL, under Sections 406, 407, 408, 420 and 34 of the IPC
with the police station at Madivala, Bangalore, alleging misappropriation of cash amounting to 29.91
million by certain employees of SVIL.

An FIR dated August 13, 2016 was filed by SVIL, under Sections 408, 409 and 420 of the IPC with the
police station at Madivala, Bangalore, alleging misappropriation of cash amounting to 219.77 million
by certain employees of SVIL.

An FIR dated July 22, 2018 was filed by SVIL, under Sections 34, 406, 408 and 420 of the IPC, with
the police station at Madivala, Bangalore, alleging misappropriation of cash amounting to %4.30
million by certain employees of SVIL.

An FIR dated June 28, 2018 was filed by SVIL, under Sections 34, 406, 408 and 420 of the IPC with
the police station at Madivala, Bangalore, alleging misappropriation of cash amounting to 27.77
million by certain employees of SVIL.

An FIR dated September 17, 2019 was filed by SVIL, under Sections 34 and 408 of the IPC with the
police station at Behrampur, Odisha, alleging misappropriation of cash amounting to 24.00 million by
certain employees of SVIL.

An FIR dated July 14, 2019 was filed by SVIL, under Sections 34 and 409 of the IPC and Section 27 of

the Arms Act, 1959 with the police station at Bhubaneshwar, Odisha, alleging misappropriation of cash
amounting to 713.94 million as well violation of the Arms Act, 1959 by certain employees of SVIL.

371
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11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

An FIR dated September 21, 2019 was filed by SVIL, under Sections 120B, 409 and 420 of the IPC,
with the police station at Bichwal, Bikaner, alleging misappropriation of cash amounting to 240.25
million by employees of SVIL.

Two FIRs dated December 5, 2018 were filed by SVIL under Sections 120B, 379, 409, 420 and 461 of
the IPC, with the Industrial Area Police Station, Vaishali District, Hajipur alleging misappropriation of
cash amounting to 21.95 million by certain employees of SVIL.

An FIR dated October 25, 2018 was filed by SVIL, under Sections 379, 409, 467, 468, 471 and 34 of
the IPC and Sections 43A and 66 of the Information Technology Act, 2000 with the police station at
Bahraich, Uttar Pradesh, alleging misappropriation of cash amounting to %3.59 million by certain
employees of SVIL who also committed cyber-crime under the Information Technology Act, 2000.

An FIR dated March 16, 2019 was filed by SVIL, under Sections 120B, 406 and 420 of the IPC with
the police station at Virudhunagar, Madurai, alleging misappropriation of cash amounting to 28.67
million by certain employees of SVIL.

An FIR dated June 8, 2019 was filed by SVIL, under Sections 408, 419 and 420 of the IPC with the
police station at Kotwali City, Lucknow, alleging misappropriation of cash amounting to 73.00 million
by certain employees of SVIL.

An FIR dated July 14, 2017 was filed by SVIL, under Sections 34 and 408 of the IPC with the police
station at Civil Lines, Karnal, alleging misappropriation of cash amounting to approximately %20.00
million by certain employees of SVIL.

An FIR dated November 20, 2015 was filed by SVIL, under Section 406 of the IPC with the police
station at Model Town, Panipat, alleging misappropriation of cash amounting to %5.00 million by
certain employees of SVIL.

An FIR dated February 29, 2020 was filed by SVIL, under Sections 120B and 408 of the IPC with the
police station at Udumalpet, Tiruppur, alleging misappropriation of cash amounting to 27.07 million by
certain employees of SVIL.

An FIR dated June 10, 2019 was filed by SVIL, under Sections 114 and 408 of the IPC with the police
station at Agthala, Banaskantha, alleging misappropriation of cash amounting to 22.10 million by
certain employees of SVIL.

An FIR dated August 28, 2019 was filed by SVIL, under Sections 114, 406 and 420 of the IPC with the
police station at Mahesana City, Mahesana, alleging misappropriation of cash amounting to 20.89
million by certain employees of SVIL.

An FIR dated September 20, 2019 was filed by SVIL, under Sections 114 and 408 of the IPC with the
police station at Vithalapur, Ahmedabad, alleging misappropriation of cash amounting to 20.60 million
by certain employees of SVIL.

An FIR dated December 8, 2017 was filed by SVIL, under Section 406 of the IPC with the police
station at Tukoganj, Indore, alleging misappropriation of cash amounting to 20.80 million by
unidentified persons.

An FIR dated May 15, 2020 was filed by SVIL, under Sections 406 and 420 of the IPC with the police
station at Cubbon Park SD, Bengaluru, alleging misappropriation of cash amounting to 210 million by
an employee of SVIL.

An FIR dated July 16, 2020 was filed by SVIL, under Sections 34, 120B, 408 and 409 of the IPC with
the police station at Central Crime Station, Hyderabad, alleging misappropriation of cash amounting to
212.30 million by certain employees of SVIL.

An FIR dated August 27, 2020 was filed by SVIL, under Sections 406 and 420 of the IPC with the

police station at Vijayanagar, Bengaluru, alleging misappropriation of cash amounting to %5.44 million
by an employee of SVIL.

372
22.

23.

24.

25.

26.

27.

28.

29.

30.

31.

32.

33.

34,

35.

36.

An FIR dated May 12, 2021 was filed by SVIL, under Sections 114 and 409 of the IPC with the police
station at Gotri, Vadodara, alleging misappropriation of cash amounting to 20.66 million by certain
employees of SVIL.

An FIR dated October 17, 2020 was filed by SVIL, under Section 379 of the IPC with the police station
at Prashant Vihar, Rohini, New Delhi, alleging theft of cash amounting to 24.10 million by certain
employees of SVIL.

An FIR dated December 20, 2020 was filed by SVIL, under Sections 406, 408 and 420 of the IPC with
the police station at White Field, Bengaluru, alleging misappropriation of cash amounting to 23.50
million by an employee of SVIL.

An FIR dated June 4, 2019 was filed by SVIL, under Sections 120B and 420 of the IPC with the police
station at DCB, Salem, alleging misappropriation of cash amounting to 21.35 million by certain
employees of SVIL.

An FIR dated February 14, 2021 was filed by SVIL, under Sections 120B, 409, 420 and 468 of the IPC
with the police station at Baramati City, Pune, alleging misappropriation of cash amounting to %30.22
million by certain employees of SVIL.

An FIR dated February 3, 2021 was filed by SVIL, under Sections 381 and 408 of the IPC with the
police station at Malleshwaram, Bengaluru, alleging misappropriation of cash amounting to 26.46
million by certain employees of SVIL.

An FIR dated March 6, 2021 was filed by SVIL, under Sections 408, 409 and 420 of the IPC with the
police station at Central Crime Station, Hyderabad, alleging misappropriation of cash amounting to
212.98 million by certain employees of SVIL.

An FIR dated December 31, 2020 was filed by SVIL, under Section 409 of the IPC with the police
station at Lucknow Southern, Lucknow, alleging misappropriation of cash amounting to 20.10 million
by certain employees of SVIL.

An application dated March 26, 2021 was filed by SVIL under Sections 405, 406, 378, 379, 412, 120B
and 34 of the IPC at the police station at Porvarim, Goa, alleging misappropriation of cash amounting
to 220.51 million by certain employees of SVIL. Subsequently, SVIL filed an FIR dated January 15,
2022 in this regard under Sections 409, 420 and 120B of the IPC.

An application (I.C.C. 156/2021) dated May 20, 2021 was filed by SVIL, under Sections 34, 379 and
408 of the IPC with the Sub-Divisional Judicial Magistrate at Behrampur, Ganjam, Odisha, alleging
misappropriation of cash amounting to 20.50 million by certain employees of SVIL.

Two FIRs dated April 15, 2021 were filed by SVIL, under Sections 379 and 411 of the IPC with the
police station at Lalpur/ Pandeypur, Varanasi, alleging misappropriation of cash amounting to 20.12
million and 22.47 million by unidentified persons.

An FIR dated June 17, 2021 was filed by SVIL, under Sections 34, 409 and 420 of the IPC with the
police station at Sadar, Siwan, alleging misappropriation of cash amounting to 2.1 million by certain
employees of SVIL.

An FIR dated May 10, 2019 was filed by SVIL, under Sections 408 and 420 of the IPC with the police
station at Chandan Nagar, Pune, alleging misappropriation of cash amounting to 21.24 million by
certain employees of SVIL.

An FIR dated July 4, 2014 was filed by SVIL, under Section 394 of the IPC with the police station at
Kunnathunadu, Ernakulam, alleging theft of cash amounting to 20.97 million by two unidentified
persons.

An FIR dated July 7, 2014 was filed by SVIL, under Section 381 of the IPC with the police station at
Kunnathunadu, Ernakulam, alleging theft of cash amounting to 0.72 million by an employee of SVIL.

373
37.

38.

39.

40.

41.

42.

43,

44,

45.

46.

47.

48.

49.

50.

51.

An FIR dated July 8, 2014 was filed by SVIL, under Sections 461 and 381 of the IPC with the police
station at Moovattupuzha, Cochin, alleging misappropriation of cash amounting to = 0.10 million by an
employee of SVIL.

An FIR dated July 11, 2014 was filed by SVIL under Section 381 of the IPC with the police station at
Puthencruze, Ernakulam, alleging theft of cash amounting to 20.31 million by an employee of SVIL.

An FIR dated August 29, 2014 was filed by SVIL, under Section 379 of the IPC with the police station
at Amritsar City, Amritsar, alleging misappropriation of cash amounting to 2 0.74 million by an
employee of SVIL.

An FIR dated October 7, 2014 was filed by SVIL, under Section 406 of the IPC with the police station
at Sector 10, Gurgaon, alleging misappropriation of cash amounting to 2 1.17 million by an employee
of SVIL.

An FIR dated May 21, 2015 was filed by SVIL, under Section 380 of the IPC with the police station at
Pali Road, Raigad, alleging misappropriation of cash amounting to 2 0.23 million by an employee of
SVIL.

An FIR dated October 10, 2015 was filed by SVIL, under Sections 34, 408 and 420 of the IPC with the
police station at GTB Enclave, New Delhi, alleging misappropriation of cash amounting to 24.52
million by certain employees of SVIL.

An FIR dated November 3, 2015 was filed by SVIL, under Section 379 of the IPC with the police
station at Pondy Bazaar, Chennai, alleging theft of cash amounting to 20.95 million by unidentified
persons.

An FIR dated March 13, 2016 was filed by SVIL, under Section 380 of the IPC with the police station
at Gummudipoondi, Thiruvvallur alleging misappropriation of cash amounting to 20.85 million by
certain employees of SVIL.

An FIR dated April 29, 2016 was filed by SVIL, under Sections 34, 381 and 406 of the IPC with the
police station at Camp Palwal, Faridabad, alleging misappropriation of cash amounting to = 2.00
million by certain employees of SVIL.

An FIR dated May 2, 2016 was filed by SVIL, under Sections 34, 408 and 420 of the IPC with the
police station at Palghar, Mumbai, alleging misappropriation of cash amounting to 2 1.92 million by
certain employees of SVIL.

An FIR dated September 1, 2016 was filed by SVIL, under Section 406 of the IPC with the police
station at Mahendragarh, alleging misappropriation of cash amounting to 21.64 million by certain
employees of SVIL.

An FIR dated October 20, 2016 was filed by SVIL, under Section 408, 409 and 420 of the IPC with the
police station at Mangalore (East), Mangalore, alleging misappropriation of cash amounting to %8.86
million by certain employees of SVIL.

An FIR dated November 13, 2016 was filed by SVIL, under Sections 34, 403, 406 and 420 of the IPC
with the police station at Sadar Bazar, Raichur, alleging misappropriation of cash amounting to = 9.99
million by certain employees of SVIL.

An FIR dated December 21, 2016 was filed by SVIL, under Section 406 and 420 of the IPC with the
police station at Pratap Nagar, Bhilwara, alleging misappropriation of cash amounting to 71.76 million
by certain employees of SVIL.

An FIR dated December 27, 2016 was filed by SVIL, under Section 408 of the IPC with the police

station at DCB, Tiruppur, alleging misappropriation of cash amounting to 22.57 million by certain
employees of SVIL.

374
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53.

54.

55.

56.

57.

58.

59.

60.

61.

62.

63.

64.

65.

66.

67.

An FIR dated May 19, 2017 was filed by SVIL, under Sections 34, 394 and 397 of the IPC with the
police station at Rohini, New Delhi, alleging armed robbery of cash amounting to 71.90 million by two
unidentified persons.

An FIR dated July 19, 2017, was filed by SVIL, under Section 392 of the IPC with the police station at
Christianganj, Ajmer, alleging armed robbery of cash amounting to 6.40 million by an unidentified
person.

An FIR dated September 22, 2017 was filed by SVIL, under Sections 34, 408 and 420 of the IPC with
the police station at Bhadrakali, Nashik, alleging misappropriation of cash amounting to %5.60 million
by certain employees of SVIL.

A complaint dated January 18, 2018 was filed by SVIL, under Section 372 and 403 of the IPC with the
police station at Patepur, Vaishali, alleging misappropriation of cash amounting to 26.77 million by
certain employees of SVIL.

An FIR dated April 7, 2018 was filed by SVIL, under Section 394 of the IPC with the police station at
Ganganhar, Haridwar, alleging theft of cash amounting to 22.50 million by unidentified persons.

An FIR dated April 11, 2018 was filed by SVIL, under Section 379 of the IPC with the police station at
Lanka, Varanasi, alleging theft of cash amounting to 22.65 million by unidentified persons.

An FIR dated July 20, 2018 was filed by SVIL, under Sections 408 and 420 of the IPC, with the police
station at R M C Yard, Yeshwanthapura, Bangalore, alleging misappropriation of cash amounting to
28.90 million by an employee of SVIL.

An FIR dated October 29, 2018 was filed by SVIL, under Sections 120B, 394 and 397 of the IPC,
Sections 25(1)(b) and 27 of the Arms Act, 1959, with the police station at Adipur, Gandhidham,
alleging theft of cash amounting to 23.40 million by certain unidentified persons.

An FIR dated March 11, 2019 was filed by SVIL, under Sections 408 and 409 of the IPC, with the
police station at Swargate, Pune, alleging misappropriation of cash amounting to 3.25 million by an
employee of SVIL.

An FIR dated August 7, 2019 was filed by SVIL, under Section 379 of the IPC, with the police station
at Baharia, Prayagraj, alleging misappropriation of cash amounting to 20.32 million by a former
employee of SVIL.

An FIR dated August 23, 2019 was filed by SVIL, under Sections 406 and 420 of the IPC, with the
police station at Kotvali Nagar, Sultanpur, alleging misappropriation of cash amounting to 20.79
million by certain employees of SVIL.

A complaint dated June 8, 2021 was filed by SVIL against certain employees alleged to have
misappropriated cash amounting to 21.30 million in Hazaribaug, Jharkhand. An FIR has been filed in
this regard.

An FIR dated July 27, 2021 was filed by SVIL, under Sections 379, 406, 407 and 420 of the IPC, with
the police station at Nellore, Andhra Pradesh, alleging misappropriation of cash amounting to 25.5
million by an employee of SVIL.

An FIR dated July 27, 2021 was filed by SVIL, under Sections 406, 408 and 420 of the IPC, with the
police station at R.T Nagar, Bengaluru, alleging misappropriation of cash amounting to 21.25 million
by two employees of SVIL.

An FIR dated July 31, 2021 was filed by SVIL, under Sections 406, 408, 420 and 34 of the IPC, with
the police station at Thilak Park, Tumkur District, Karnataka, alleging misappropriation of cash
amounting to 23.32 million by two employees of SVIL.

An FIR dated August 9, 2021 was filed by SVIL, under Sections 302, 304 and 511 of the IPC, and
Section 7 of the Criminal Law Amendment Act, 1932, with the police station at Baksa, Jaunpur district,

375
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69.

70.

71.

72.

73.

74,

75.

76.

77.

78.

79.

80.

(b)

Uttar Pradesh, alleging murder of the gunman hired by SVIL by unknown armed persons, who also
stole cash amounting to 21.8 million.

An FIR dated August 18, 2021 was filed by SVIL, under Sections 328 and 394 of the IPC, with the
police station at Badabazar, Berhampur, Odisha, alleging misappropriation of cash amounting to %2.4
million by unknown armed persons from a delivery van after attacking the driver.

An FIR dated September 1, 2019 was filed by SVIL, under Sections 34 and 409 of the IPC, with the
police station at Gram Ganjam, Ganjam, alleging misappropriation of cash amounting to 21.75 million
by certain employees of SVIL.

  

A complaint dated September 5, 2021 was filed by SVIL against certain employees alleged to have
embezzled cash amounting to %5.91 million in Visnagar, Mehsana district, Gujarat. SVIL is in the
process of filing an FIR in this regard.

An FIR dated September 12, 2021 was filed by SVIL, under Section 408 of the IPC, with the police
station at Anantnag, Jammu and Kashmir, alleging misappropriation of cash amounting to 22.05
million by an employee of SVIL.

An FIR dated September 12, 2021 was filed by SVIL, under Section 406 of the IPC, with the police
station at Line Bazaar in Jaunpur, Uttar Pradesh, alleging theft of cash amounting to 22.27 million by
certain employees of SVIL.

An FIR dated September 21, 2021 was filed by SVIL, under Sections 406, 408, 409 and 420 of the
IPC, with the Kolar CEN Crime police station in Kolar, Karnataka, alleging misappropriation of cash
amounting to 731.60 million by certain employees of SVIL.

An FIR dated September 23, 2021 was filed by SVIL, under Section 381 of the IPC, with the police
station at Vibhuti Khand, Lucknow, Uttar Pradesh, alleging misappropriation of cash amounting to
20.5 million by an employee of SVIL.

An FIR dated September 26, 2021 was filed by SVIL, under Section 408 of the IPC, with the police
station at Bijbehara, Anantnag district, Jammu and Kashmir, alleging criminal breach of trust leading to
a loss of cash amounting to 2 million by an employee of SVIL.

An FIR dated November 6, 2021 was filed by SVIL, under Sections 406, 420 and 120(B) of the IPC,
with the police station at Sadar, Saran District, Bihar, alleging misappropriation of cash amounting to
215.74 million by an employee of SVIL.

A complaint was filed by SVIL in October, 2021 against certain employees alleged to have
misappropriated cash amounting to 24.49 million in Katihar district, Bihar. SVIL is in the process of
filing an FIR in this regard.

An FIR dated September 20, 2021 was filed by SVIL, under Section 380 of the IPC, with the police
station at Tardeo, Mumbai, Maharashtra, alleging misappropriation of cash amounting to 20.57 million
by an unidentified person.

An FIR dated October 12, 2021 was filed by SVIL, under Sections 34, 341 and 394 of the IPC, with the
police station at Vaibhavadi, Sindhudurg, Maharashtra, alleging misappropriation of cash amounting to
22.30 million by unidentified persons after attacking the SVIL employees transporting the cash.

An FIR dated January 20, 2022 was filed by SVIL, under Section 381 of the IPC with the police station
at Rohtak City, Rohtak alleging theft of cash amounting to %4.43 million by certain employees of
SVIL.

Civil Proceedings

376
ITSL

Nil

SVIL

Nil

Actions by Statutory/Regulatory Authorities involving our Subsidiaries
ITSL

ITSL received a show-cause notice dated October 6, 2020 from the Central Pollution Control Board for
non-submission of annual return for the Financial Year 2018-19, in violation of Rule 13(1)(xi) of the e-
Waste (Management) Rules, 2016. ITSL has filed a reply dated November 5, 2020 along with annual
return for the Financial Year 2018-19. ITSL has not received any further communication in this matter.

ITSL received a notice dated July 20, 2017 from the Assistant Commissioner of Sales Tax, Mumbai, to
show cause as to why ITSL should not be assessed under Section 7 of the Maharashtra State Tax on
Professions, Trades, Callings and Employment Act, 1975 on grounds of incorrect returns filed by ITSL
for the financial year ended March 31, 2016. ITSL responded to this notice pursuant to its letter dated
September 2, 2017 demonstrating or noting for compliance the discrepancies alleged by the Assistant
Commissioner of Sales Tax, Mumbai. ITSL has not received any further communication in this matter.

SVIL

SVIL received four show-cause notices each dated March 15, 2021 from Office of the Assistant Labour
Officer, Trissur 1 Circle with respect to four of its premises in Trissur. The show-cause notice alleges
non-compliance of various provisions of the Contract Labour (Regulation and Abolition) Act, 1970, the
Kerala Industrial Establishments (National and Festival Holidays) Act, 1958, the Minimum Wages Act,
the Payment of Wages Act, 1936 and the Kerala Shops and Commercial Establishments Act, 1960. The
matter is currently pending.

A complaint has been filed by Kunwar Dhan Pratap Singh Tomar, Vice Chairman, Trade Employees
Congress with the Labour Commissioner, Haryana against SVIL regarding violation of various labour
legislations. The complainant alleges that SVIL has, inter alia, not paid minimum wages, not paid
overtime, not provided uniforms to its employees, not given any bonus or gratuity, not deposited the
contributions towards provident fund or the state insurance and not given gazetted leave. SVIL has
denied all such allegations and submitted the relevant documents. Further, in connection with this
matter, SVIL received a letter dated November 22, 2021 from the Deputy Commissioner of Labour,
Circle-1 Gurugram, directing SVIL to appear at the office of the Deputy Commissioner of Labour,
Circle-1 Gurugram, along with the relevant documents. The matter is currently pending.

A complaint dated April 12, 2021 has been filed by Girraj with the Chief Minister, Government of
Haryana alleging wrongful termination by SVIL and seeking reinstatement with full back wages and
continuity of service. The complainant has also alleged that SVIL is in non-compliance with several
labour legislations and has requested the relevant authorities to conduct an investigation. SVIL has
received a summons notice dated July 27, 2021 from the Assistant Labour Commissioner, Circle-1,
Faridabad, in relation to this matter. The matter is currently pending.

SVIL received a notice dated November 21, 2019 from the Assistant Commissioner of Labour,
Chennai alleging violation of the Contract Labour (Regulation and Abolition) Act, 1970 and the Motor
Transport Workers Act, 1961. SVIL has produced certain documents mentioned in the notice. The
matter is currently pending.

SVIL received two show-cause notices each dated April 26, 2019 form the Deputy Commissioner —
Labour, Nashik, alleging non-compliance with the Maharashtra Shops and Establishments (Service
Rules) Act, 2017 read with the Maharashtra Shops and Establishments (Service Rules) Rules, 2018 as
well as the Minimum Wages Act. SVIL has received no further communication in this regard.

377
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11.

12.

13.

14.

15.

SVIL received a notice dated October 4, 2019 from the ESIC Branch Office, Dundahera, Gurugram
requesting clarification regarding the insurance contribution for one of SVIL’s employees. The
required documents were submitted to the ESIC office. SVIL has received no further communication in
this regard.

SVIL received two show-cause notices each dated December 27, 2019 from the Divisional Joint
Labour Commissioner, alleging non-compliance with the Minimum Wages Act, the Rajasthan
Minimum Wage Act, 1949 and the Rajasthan Shops and Commercial Establishments Act, 1958. SVIL
has received no further communication in this regard.

SVIL received a letter dated January 20, 2020 from the Labour Commissioner, Haryana pursuant to a
complaint received against SVIL regarding non-payment of salary arrears. SVIL submitted the required
documents and has received no further communication in this regard.

SVIL received a letter dated February 27, 2020 from the Deputy Labour Commissioner, Circle-1,
Gurugram requesting SVIL to submit certain documents for investigation. SVIL submitted the required
documents and has received no further communication in this regard.

SVIL received a notice dated July 20, 2017 from the Assistant Commissioner of Sales Tax, Mumbai to
show cause as to why SVIL should not be assessed under Section 7 of the Maharashtra State Tax on
Professions, Trades, Callings and Employment Act, 1975 on grounds of incorrect returns filed by SVIL
for the financial year ended March 31, 2016. SVIL responded to this notice pursuant to its letter dated
August 19, 2017 demonstrating or noting for compliance the discrepancies alleged by the Assistant
Commissioner of Sales Tax, Mumbai. SVIL has not received any further communication in this matter.

SVIL received a notice dated February 3, 2016 from the Employees’ State Insurance Corporation,
Haryana, alleging non-payment of contributions under the ESIC Act, as well as non-filing of returns for
contribution for the period from December 2, 2013 until July 31, 2014. By an order dated March 18,
2016, the Employees’ State Insurance Corporation, Haryana imposed a fine of 20.73 million on SVIL.
SVIL submitted a response to the Employee State Insurance Corporation, Haryana on November 25,
2016, stating that it had already deposited the said amount and attaching the relevant ESIC challans.
SVIL has not received any further communication in this matter.

SVIL received a notice dated May 21, 2016 from the Shops and Establishment Commissioner,
Madiwala, Bengaluru alleging non-compliance with certain provisions under the Payment of Bonus
Act, 1972, the Minimum Wages Act, the Karnataka Shops & Commercial Establishments Act, 1961,
the Payment of Wages Act, 1936 and the Karnataka Labour Welfare Fund Act, 1965. SVIL responded
to this notice on June 8, 2016, demonstrating or noting for compliance the discrepancies alleged by the
Shops and Establishment Commissioner, Madiwala, Bangalore. SVIL has not received any further
communication in this matter.

SVIL received a notice dated July 18, 2016 from the Shops and Establishment Commissioner, Mysore
alleging non-compliances with certain provisions of the Minimum Wages Act, the Payment of Wages
Act, 1936, the Payment of Bonus Act, 1972, the Karnataka Shops & Establishments Act, 1961 and the
Karnataka Labour Welfare Fund Act, 1965. SVIL responded to this notice demonstrating or noting for
compliance the discrepancies alleged by the Shops and Establishment Commissioner, Mysore. The
reply by SVIL was received by the Shops and Establishment Commissioner, Mysore on July 29, 2016.
SVIL has not received any further communication in this matter.

SVIL received a notice dated February 7, 2017 from the Social Security Officer appointed under the
ESIC Act for inspection of certain records of SVIL for the period between April, 2012 and January,
2017. Further, SVIL received a notice dated July 17, 2017 from the Employees’ State Insurance
Corporation, Lower Parel, Mumbai, alleging non-payment of contributions under the ESIC Act for
total wages of 20.84 million during the financial year ended March 31, 2013. SVIL responded to this
notice on August 21, 2017, demonstrating the requisite contribution made by SVIL. SVIL has not
received any further communication in this matter.

SVIL received a notice dated August 26, 2019 from the Office of the Assistant Commissioner of State

Tax, Mumbai (“Assistant Commissioner, State Tax”) requiring SVIL to (i) submit certain documents
and (ii) show cause as to why it should not be assessed under Sections 7(5) and 7(6) of the Maharashtra

378
16.

17.

18.

19.

20.

21.

22.

23.

24,

State Tax on Professions, Trades, Callings and Employment Act, 1975 and why interest and penalty
under Section 9 and Section 6(3), respectively, should not be imposed. SVIL submitted certain
documents with the Assistant Commissioner, State Tax on September 19, 2019. SVIL has not received
any further communication in this matter.

SVIL received a show-cause notice (no. 34 of 2021) dated August 16, 2021 from the Office of the
Assistant Labour Officer, Trissur 1 Circle with respect to one of its premises in Trissur. The show-
cause notice alleges non-compliance with the provisions of the Minimum Wages Act and has asked
SVIL to pay the remaining wages due to the workers under the Minimum Wages Act. SVIL is in the
process of responding to this notice and the matter is currently pending.

SVIL received a show-cause notice (no. 35 of 2021) dated August 16, 2021 from the Office of the
Assistant Labour Officer, Trissur 1 Circle with respect to one of its premises in Trissur. The show-
cause notice alleges non-compliance with the provisions of the Minimum Wages Act and has asked
SVIL to pay the remaining wages due to the workers under the Minimum Wages Act aggregating to
20.01 million. SVIL is in the process of responding to this notice and the matter is currently pending.

SVIL received a show-cause notice (no. 36 of 2021) dated August 16, 2021 from the Office of the
Assistant Labour Officer, Trissur 1 Circle with respect to one of its premises in Trissur. The show-
cause notice alleges non-compliance with the provisions of the Minimum Wages Act and has asked
SVIL to pay the remaining wages due to the workers under the Minimum Wages Act. SVIL is in the
process of responding to this notice and the matter is currently pending.

SVIL received a show-cause notice (no. 37 of 2021) dated August 16, 2021 from the Office of the
Assistant Labour Officer, Trissur 1‘ Circle with respect to one of its premises in Trissur. The show-
cause notice alleges non-compliance with the provisions of the Minimum Wages Act and has asked
SVIL to pay the remaining wages due to the workers under the Minimum Wages Act aggregating to
20.02 million. SVIL is in the process of responding to this notice and the matter is currently pending.

SVIL received a show-cause notice (no. 38 of 2021) dated August 16, 2021 from the Office of the
Assistant Labour Officer, Trissur 1‘ Circle with respect to one of its premises in Trissur. The show-
cause notice alleges non-compliance with the provisions of the Minimum Wages Act and has asked
SVIL to pay the remaining wages due to the workers under the Minimum Wages Act aggregating to
20.13 million. SVIL is in the process of responding to this notice and the matter is currently pending.

SVIL received a complaint dated October 30, 2021 filed by Mr. Satish Parmar, a former employee,
before the Assistant Labour Commissioner, Godhara, alleging that he was illegally and falsely removed
from service. The complainant has sought re-instatement along with the payment of full wages for the
intervening period.

SVIL has received a notice dated October 28, 2021 from the Assistant Labour Commissioner,
Gurugram, in connection with a complaint by Mr. Satwant Singh, a former trainee alleging that SVIL
has unlawfully withheld his stipend for a period of 26 days, aggregating to 20.01 million, due to his
absence from duty, which the trainee claims to have obtained authorization for. The complaint has been
filed seeking payment of the claimed amount along with the issuance of an NOC by SVIL. SVIL was
summoned, through its representatives, to the office of the Assistant Labour Commissioner, Gurugram,
in this regard on November 16, 2021, and the matter is currently pending.

SVIL received a letter dated October 27, 2021 from the Office of the Additional/ Deputy Labor
Commissioner, Garhwal Zone, Dehradun, in connection with a complaint dated October 2021 filed by
Mr. Shailesh Pokhriyal (“Complainant”), a former employee, disputing certain deductions made by
SVIL in preparation of the full and final settlement of dues to the Complainant. Further, the salary for
the month of June, 2020 is also claimed to be in arrears by the Complainant to be in arrears. The
Complainant has sought payment of 0.09 million along with applicable interest and expenses. SVIL
was directed to appear at the Office of the Additional/ Deputy Labor Commissioner, Garhwal Zone,
Dehradun, on November 16, 2021, and the matter is currently pending.

SVIL received a letter dated August 27, 2021, from the office of the Deputy Labour Commissioner,

Bhilwara in connection with a complaint filed by Mr. Somesh Yadav, a former employee of SVIL,
claiming non-payment of the required allowance for a period of eight months. SVIL was required to

379
25.

26.

appear at the office of the Deputy Labour Commissioner, Bhilwara. The amount claimed by the
employee has been paid by SVIL and the relevant documents in this regard have been submitted to the
Deputy Labour Commissioner, Bhilwara. The matter is currently pending.

SVIL received a notice dated December 27, 2021 from the Joint Labour Commissioner, Bhubaneswar
Range, Bhubaneswar in connection with a complaint dated December 9, 2021 received from Nisikanta
Barik (“Complaint”) alleging illegal termination of service by SVIL. SVIL is yet to receive a copy of
the Complaint and has been directed to appear at the office of the Joint Labour Commissioner,
Bhubaneswar Range, Bhubaneswar on January 12, 2022. The matter is currently pending.

For details in relation to case bearing number 66/19, please see “Litigation involving our Subsidiaries —
Litigation against our Subsidiaries — Civil Proceedings — SVIL” on page 369.

C. Litigation involving our Directors

1.

Mr. Sudhir Diwan has filed a criminal writ petition (no. 1337 of 2014) before the Bombay High Court
seeking to quash an order dated January 31, 2014 of the Additional Sessions Judge, Greater Mumbai
which dismissed a criminal complaint filed by Mr. Diwan. The matter is currently pending. Mr. Diwan
had originally filed a criminal complaint (no. 73/SW/2008) before the Additional Chief Metropolitan
Magistrate, 38th Court, Ballard Pier, Mumbai (the “ACMM”) against the RBI and certain officers of
the RBI, including Mr. Vijay Chugh (then Chief General Manager, RBI) under Section 63 of the
Copyright Act, 1957 and provisions of the IPC, alleging, inter alia, that the RBI and such officials had
violated the Copyright Act, 1957. The ACMM issued process against the accused under Section 63 of
the Copyright Act, 1957 and under the IPC through an order dated May 7, 2013 against which the
accused filed a revision petition (no. 632 of 2013). On hearing the revision petition, the Additional
Sessions Judge, Greater Mumbai passed an order dated January 31, 2014 setting aside the order of the
ACMM and dismissed the criminal complaint under Section 203 of the Code of Criminal Procedure,
1973.

For details in relation to writ petition bearing number 10899 of 2021, involving our Director, Mr. Ravi
B. Goyal, please see “Litigation involving our Company — Litigation by our Company — Civil
Proceedings” on page 363.

For details in relation to complaint bearing number 109 of 2017, involving our Director, Mr. Ravi B.
Goyal, please see “Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Civil
Proceedings - SVIL” on page 369.

For details in relation to criminal application bearing number 2793/2020, involving our Directors, Mr.
Sudip Bandyopadhyay and Mr. Ravi B. Goyal, please see “Litigation involving our Company —
Litigation against our Company — Criminal Proceedings” on page 359.

For details in relation to show-cause notice dated October 6, 2020 received by our Company from the
Central Pollution Control Board, involving our Director, Mr. Ravi B. Goyal, please see “Litigation
involving our Company — Actions by Statutory/Regulatory Authorities involving our Company” on page
364.

For details in relation to notice dated March 16, 2018 received by our Company from the Shops and
Establishment Commissioner, Bengaluru, involving our Director, Mr. Ravi B. Goyal, please see
“Litigation involving our Company — Actions by Statutory/Regulatory Authorities involving our
Company” on page 364.

For details in relation to show-cause notice dated October 6, 2020 received by ITSL from the Central
Pollution Control Board, involving our Director, Mr. Ravi B. Goyal, please see “Litigation involving
our Subsidiaries — Actions by Statutory/Regulatory Authorities involving our Subsidiaries - ITSL” on
page 376.

For details in relation to notice dated November 21, 2019 received by SVIL from the Assistant

Commissioner of Labour, Chennai, involving our Directors, Mr. Sudip Bandyopadhyay, Mr. Rahul
Narain Bhagat, Mr. Vijay Chugh and Mr. Ravi B. Goyal, please see “Litigation involving our

380
10.

11.

12.

13.

14.

15.

16.

Subsidiaries — Actions by Statutory/Regulatory Authorities involving our Subsidiaries - SVIL” on page
377;

For details in relation to notice dated July 18, 2016 received by SVIL from the Shops and
Establishment Commissioner, Mysore, involving our Director, Mr. Ravi B. Goyal, please see
“Litigation involving our Subsidiaries — Actions by Statutory/Regulatory Authorities involving our
Subsidiaries - SVIL” on page 378.

For details in relation to the five summons notices (case nos. 4621-4625 of 2018) dated October 6,
2021 received by our Company from the Additional Chief Judicial Magistrate. Bhilwara, involving our
Director, Mr. Ravi B. Goyal, please see “Litigation involving our Company — Litigation against our
Company — Criminal Proceedings” on page 359.

For details in relation to the summons in case no. 5565 of 2018 from the Additional Chief Judicial
Magistrate, Udaipur, involving our Director, Mr. Ravi B. Goyal, please see “Litigation involving our
Company — Litigation against our Company — Criminal Proceedings” on page 359.

For details in relation to the summons in case no. 5624 of 2018 from the Additional Chief Judicial
Magistrate, Udaipur, involving our Director, Mr. Ravi B. Goyal, please see “Litigation involving our
Company — Litigation against our Company — Criminal Proceedings” on page 359.

For details in relation to the summons notice dated September 2, 2021 (case no ST1996/ 2021) from
the Judicial Magistrate First Class, Thrissur, involving our Director, Mr. Ravi B. Goyal, please see
“Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Criminal Proceedings —
SVIL” on page 368.

For details in relation to the summons notice dated September 2, 2021 (case no ST1997/ 2021) from
the Judicial Magistrate First Class, Thrissur, involving our Director, Mr. Ravi B. Goyal, please see
“Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Criminal Proceedings —
SVIL” on page 368.

For details in relation to the summons notice dated September 2, 2021 (case no ST1998/ 2021) from
the Judicial Magistrate First Class, Thrissur, involving our Director, Mr. Ravi B. Goyal, please see
“Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Criminal Proceedings —
SVIL” on page 368.

For details in relation to the summons notice dated September 2, 2021 (case no ST1999/ 2021) from
the Judicial Magistrate First Class, Thrissur, involving our Director, Mr. Ravi B. Goyal, please see
“Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Criminal Proceedings —
SVIL” on page 368.

Litigation involving our Promoters

For details in relation to writ petition bearing number 10899 of 2021, involving our Promoter, Mr. Ravi
B. Goyal, please see “Litigation involving our Company — Litigation by our Company — Civil
Proceedings” on page 363.

For details in relation to complaint bearing number 109 of 2017, involving our Promoter, Mr. Ravi B.
Goyal, please see “Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Civil
Proceedings - SVIL” on page 369.

For details in relation to criminal application bearing number 2793/2020, involving our Promoter, Mr.
Ravi B. Goyal, please see “Litigation involving our Company — Litigation against our Company —
Criminal Proceedings” on page 359.

For details in relation to show-cause notice dated October 6, 2020 received by our Company from the
Central Pollution Control Board, involving our Promoter, Mr. Ravi B. Goyal, please see “Litigation
involving our Company — Actions by Statutory/Regulatory Authorities involving our Company” on page
364.

381
10.

11.

12.

13.

14.

15.

For details in relation to notice dated March 16, 2018 received by our Company from the Shops and
Establishment Commissioner, Bengaluru, involving our Promoter, Mr. Ravi B. Goyal, please see
“Litigation involving our Company — Actions by Statutory/Regulatory Authorities involving our
Company” on page 364.

For details in relation to show-cause notice dated October 6, 2020 received by ITSL from the Central
Pollution Control Board, involving our Promoter, Mr. Ravi B. Goyal, please see “Litigation involving
our Subsidiaries — Actions by Statutory/Regulatory Authorities involving our Subsidiaries - ITSL” on
page 376.

For details in relation to notice dated November 21, 2019 received by SVIL from the Assistant
Commissioner of Labour, Chennai, involving our Promoter, Mr. Ravi B. Goyal, please see “Litigation
involving our Subsidiaries — Actions by Statutory/Regulatory Authorities involving our Subsidiaries -
SVIL” on page 377.

For details in relation to notice dated July 18, 2016 received by SVIL from the Shops and
Establishment Commissioner, Mysore, involving our Promoter, Mr. Ravi B. Goyal, please see
“Litigation involving our Subsidiaries — Actions by Statutory/Regulatory Authorities involving our
Subsidiaries - SVIL” on page 378.

For details in relation to the five summons notices (case nos. 4621-4625 of 2018) dated October 6,
2021 from the Additional Chief Judicial Magistrate. Bhilwara, involving one of our Promoters, Mr.
Ravi B. Goyal, please see “Litigation involving our Company — Litigation against our Company —
Criminal Proceedings” on page 359.

For details in relation to the summons in case no. 5565 of 2018 from the Additional Chief Judicial
Magistrate, Udaipur, involving one of our Promoters, Mr. Ravi B. Goyal, please see “Litigation
involving our Company — Litigation against our Company — Criminal Proceedings” on page 359.

For details in relation to the summons in case no. 5624 of 2018 from the Additional Chief Judicial
Magistrate, Udaipur, involving one of our Promoters, Mr. Ravi B. Goyal, please see “Litigation
involving our Company — Litigation against our Company — Criminal Proceedings” on page 359.

For details in relation to the summons notice dated September 2, 2021 (case no ST1996/ 2021) from
the Judicial Magistrate First Class, Thrissur, involving one of our Promoters, Mr. Ravi B. Goyal, please
see “Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Criminal
Proceedings — SVIL” on page 368.

For details in relation to the summons notice dated September 2, 2021 (case no ST1997/ 2021) from
the Judicial Magistrate First Class, Thrissur, involving one of our Promoters, Mr. Ravi B. Goyal, please
see “Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Criminal
Proceedings — SVIL” on page 368.

For details in relation to the summons notice dated September 2, 2021 (case no ST1998/ 2021) from
the Judicial Magistrate First Class, Thrissur, involving one of our Promoters, Mr. Ravi B. Goyal, please
see “Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Criminal
Proceedings — SVIL” on page 368.

For details in relation to the summons notice dated September 2, 2021 (case no ST1999/ 2021) from
the Judicial Magistrate First Class, Thrissur, involving one of our Promoters, Mr. Ravi B. Goyal, please
see “Litigation involving our Subsidiaries — Litigation against our Subsidiaries — Criminal
Proceedings — SVIL” on page 368.

382
E. Litigation involving our Group Companies

Our Group Companies are not a party to any pending litigation, which may have a material impact on our
Company.

F. Tax Proceedings involving our Company, Subsidiaries, Directors and Promoters

Details of outstanding tax proceedings involving our Company, Subsidiaries, Directors and Promoters as on the
date of this Prospectus are disclosed below.

 

 

 

 

 

 

 

Nature of Proceedings Number of Proceedings Amount involved (% in million)*
Direct Tax
‘Company 2 67.72
Subsidiaries 6 42.11
Directors 1 8.84
Promoters 2 245.82
‘Sub-Total (A) oF 355.65"

 

 

Indirect Tax

 

 

 

 

 

 

 

 

 

 

‘Company 33 2,836.94
Subsidiaries 1 0.80
Directors 1 0.62
Promoters 1 0.62
Sub-Total (B) 35" 2,838.36"
TOTAL (A+B) 44 3,194.01

 

 

* To the extent quantifiable
#The outstanding proceeding listed above against our directors and promoters refers to one proceeding against
Mr. Ravi B. Goyal, one of our Directors and one of our Promoters.

G. Outstanding Dues to Creditors

In accordance with the SEBI ICDR Regulations, our Company, pursuant to a resolution dated August 6, 2021 of
our Board considers all creditors to whom the amount due by our Company exceeds 2195.53 million, which is
5% of the total trade payables of our Company as on August 31, 2021 in accordance with the Restated
Consolidated Financial Information as material creditors of our Company.

Details of outstanding dues owed to material creditors, MSMEs and other creditors as of August 31, 2021 are set
out below:

 

 

 

 

 

 

Types of Creditors Number of Creditors Amount Involved ( in million)
Material Creditors 1 195.92
MSME Creditors 116 295.51
Other creditors 3,418 3,419.15
Total 3,535, 3,910.58

 

 

 

 

For further details of the outstanding dues to creditors as of August 31, 2021, see the website of our Company at
www.agsindia.com.

Information provided on the website of our Company is not a part of this Prospectus. Anyone placing reliance
on any other source of information, including our Company's website, www.agsindia.com, would be doing so at
their own risk.

Material Developments since the Last Balance Sheet

Other than as disclosed in “Management's Discussion and Analysis of Financial Condition and Results of
Operations” on page 357, in the opinion of our Board, no circumstances have arisen since the date of our last
balance sheet as disclosed in this Prospectus which materially and adversely affect, or are likely to affect, our
operations or profitability, or the value of our consolidated assets, or our ability to pay our liabilities within the
next 12 months.

383
GOVERNMENT AND OTHER APPROVALS

Disclosed below is an indicative list of material and necessary approvals, licenses, registrations and permits
obtained by our Company and our material subsidiary (in accordance with Paragraph 11(I)(A)(ii) of Schedule
VI of the SEBI ICDR Regulations), SVIL, for undertaking their respective businesses as currently conducted and
disclosed in this Prospectus. In view of such approvals, licenses and registration, our Company and SVIL can
undertake their respective business activities as currently conducted and disclosed in this Prospectus. Unless
otherwise stated, these approvals, licenses or registrations are valid as of the date of this Prospectus. Certain
approvals, licenses, registrations and permits may expire periodically in the ordinary course and we submit
applications for their renewal in accordance with applicable requirements and procedures. We have further
disclosed below material approvals for which we or SVIL have filed an application which is pending as of the
date of this Prospectus. There are no material approvals for which we or SVIL have not yet filed an application.
For details in connection with the regulatory and legal framework within which we operate, see “Key
Regulations and Policies” on page 177.

L APPROVALS IN RELATION TO THE OFFER

For details in relation to the approvals and authorizations in relation to the Offer, see “Other Regulatory
and Statutory Disclosures — Authority for the Offer” on page 388.

18 APPROVALS IN RELATION TO OUR BUSINESS
A. Material approvals obtained by our Company
(a) Corporate approvals

1. Certificate of incorporation dated December 11, 2002 issued to our Company by the RoC.

2. Fresh certificate of incorporation dated June 3, 2010 issued to our Company by the RoC
consequent to change of name to AGS Transact Technologies Private Limited.

3. Fresh certificate of incorporation dated July 20, 2010 issued to our Company by the RoC
consequent to conversion from a private limited company to a public limited company and the
resultant change in the name.

(b) Tax Registrations

1. The permanent account number of our Company is AAECA0901H, issued by the Income Tax
Department, Government of India

2. The tax deduction account number of our Company is MUMA18573C, issued by the Income Tax
Department, Government of India

3. We have obtained relevant registrations under the Central Goods and Services Tax Act, 2017, in
the relevant states and union territories in India where we operate. For details of certain
applications yet to be filed by our Company in connection with such registrations, please see “* -
Approvals for which applications have yet to be filed by our Company and our Subsidiaries ”.

( Material Licenses and Approvals

(i) Our Company has obtained registrations under the applicable state-level shops and
establishments legislations in the locations where we have our operations. Certain of these
approvals may have lapsed in their normal course and our Company has either made an
application to the appropriate authorities for renewal of such registration or is in the process of
making such applications. The term of such registrations and renewal requirements may differ
under various state legislations.

(ii) We have obtained registrations under applicable labour law legislations including, but not
limited to, the following:

. Contract Labour (Regulation and Abolition) Act, 1970, as a principal employer,
covering our establishments, as applicable, in the States and Union Territories where
we have operations;

. the applicable state-level labour welfare fund legislations in the locations where we
have our operations;

384
. Employees’ Provident Fund and Miscellaneous Provisions Act, 1952;

. Employees’ State Insurance Act, 1948 covering our branches/units in the States and
Union Territories where we have our operations; and
. the applicable state-level legislations on professional taxes in the locations where we

have our operations.

(iii) We have obtained an importer-exporter code with respect to our operations in Daman,
Kalamboli and Puducherry. This code is subject to the condition that in case of any change in
the name/address or constitution of the holder of the importer-exporter code, the import-
exporter code holder shall cease to be eligible to import or export against the importer-exporter
code after the expiry of 90 days from the date of such a change unless in the meantime, the
consequential changes are effected in the importer-exporter code by the concerned licensing
authority.

(iv) We have received the commencement certificate from the Maharashtra Industrial
Development Corporation to carry out development work and building permit for our branch
office in Mahape, Navi Mumbai.

(v) We have obtained certain environmental and other licenses with respect to our operations in
Daman and Diu, including but not limited to the following:

° License to work a factory under the Factories Act, 1948 and the rules made
thereunder;

. Occupancy certificate under the Goa, Daman and Diu Village Panchayat (Regulation
of Building) Rules, 1971; and

. Consents under the Water (Prevention and Control of Pollution) Act, 1974 and the

Air (Prevention and Control of Pollution) Act, 1981.

(vi) We have obtained a certificate of approval for our quality management system which was
found to conform to the requirements of the standard ISO 9001:2015 with respect to our
Registered Office, Corporate Office, operations office, customer support, repair centre,
factory and warehouse from Indian Register Quality Systems (“IRQS”), a department of
Indian Register of Shipping. Certain key conditions of this approval include, among others,

i. that the approval is subject to continued satisfactory maintenance of our quality
management system to the above standard, which will be monitored by IRQS; and
ii. that the certificate shall expire on July 16, 2024.

(vii) We have obtained a certificate of approval for our environmental management systems which
was found to conform to the requirements of the standard ISO 14001:2015 with respect to our
manufacturing unit from Indian Register Quality Systems (“IRQS”), a department of Indian
Register of Shipping. Certain key conditions of this approval include, among others,

i. that the approval is subject to continued satisfactory maintenance of the
environmental management systems to the above standard, which will be monitored
by IRQS; and

ii. that the certificate shall expire on June 7, 2022.

(viii) Our Company has received Legal Entity Identifier number (335800GHEDPT3DNZXB96)
from the Legal Entity Identifier India Limited, which is valid until September 26, 2022.
B. Material approvals obtained by SVIL
(a) Corporate approvals
1. Certificate of incorporation dated April 24, 2012 issued to SVIL by the RoC.
(b) Tax registrations

1. The permanent account number of SVIL is AARCS3659P, issued by the Income Tax Department,

385
©)

(a)
(

(a)

Government of India

2. The tax deduction account number of SVIL is MUMS74784D, issued by the Income Tax
Department, Government of India

3. SVIL has obtained relevant registrations under the Central Goods and Services Tax Act, 2017, in
the relevant states and union territories in India where it operates. For details of certain

applications yet to be filed by SVIL in connection with such registrations, plea:

e see “ - Approvals

  

for which applications have yet to be filed by our Company and our Subsidiaries”.

Material licenses and approvals

@

Gi)

(iii)

(iv)

SVIL has obtained registrations under the applicable state-level shops and establishments
legislations in the locations where it has its operations. Certain of these approvals may have
lapsed in their normal course and SVIL has either made an application to the appropriate
authorities for renewal of such registration or is in the process of making such applications.
The term of such registrations and renewal requirements may differ under various state
legislations.

SVIL has obtained registrations under applicable labour law legislations including, but not

limited to, the following:

. Contract Labour (Regulation and Abolition) Act, 1970, as a principal employer,
covering its establishments, as applicable, in the States and Union Territories where
we have operations;

. the applicable state-level labour welfare fund legislations in the locations where it has
its operations;

. Employees’ Provident Fund and Miscellaneous Provisions Act, 1952;

. Employees’ State Insurance Act, 1948 covering its branches/units in the states and
union territories where it has its operations; and

. the applicable state-level legislations on professional taxes in the locations where it

has its operations.

SVIL has obtained an importer-exporter code with respect to its operations in Bengaluru. This
code is subject to the condition that in case of any change in the name/address or constitution
of the holder of the importer-exporter code, the import-exporter code holder shall cease to be
eligible to import or export against the importer-exporter code after the expiry of 90 days from
the date of such a change unless in the meantime, the consequential changes are effected in the
importer-exporter code by the concerned licensing authority.

SVIL has received Legal Entity Identifier number (335800ULQJFNED4UYK62) from the
Legal Entity Identifier India Limited, which is valid until September 30, 2022.

Material licenses and approvals for which applications have been filed by our Company
and our Subsidiaries

Our Company has made an application for the following registrations or renewals as at the date of this
Prospectus:

Consents under the Water (Prevention and Control of Pollution) Act, 1974 and the Air (Prevention and
Control of Pollution) Act, 1981.

Application for change of address under the applicable state-level shops and establishments legislations
in Surat, Gujarat.

SVIL has applied for the following registrations or renewals which are pending as of the date of this
Prospectus:

Application for renewal under the applicable state-level shops and establishments legislations in the
following locations: (i) Surat, Gujarat and (ii) Nasik, Maharashtra

D.

Approvals for which applications have yet to be filed by our Company and our
Subsidiaries

386
(a)

(b

(©)

(a)

(

Our Company has not filed applications for the following as of the date of this Prospectus:

Registration under the Trade Receivable Discounting System with the RoC. Our Company, through
letters to the RoC dated May 29, 2019 and July 1, 2019, had requested the RoC for extension until July
31, 2019 for obtaining such registration ;

Registration under the Contract Labour (Regulation and Abolition) Act, 1970, as a principal employer,
covering its establishments in (i) Dehradun, Uttarakhand, (ii) Delhi, National Capital Territory of
Delhi, (iii) Jaipur, Rajasthan, (iv) Raipur, Chhattisgarh and (v) Airoli, Maharashtra; and

Applications to re-activate certain inactive, i.e., suspended or cancelled, GST registrations held by our
Company in certain states and union territories where we operate. Such registrations will be re-
activated upon payment of the outstanding GST dues and/ or filing the required application for re-
activation. For details in relation to delays in payment of statutory dues by the Company, including
GST, please see “Financial Statements - Annexure VII” on page 302.

SVIL has not filed applications for the following approval as of the date of this
Prospectus:

Registration under the Contract Labour (Regulation and Abolition) Act, 1970, as a principal employer,
covering its establishment in Ahmedabad, Gujarat; and

Applications to re-activate certain inactive, i.e., suspended or cancelled, GST registrations held by
SVIL in certain states and union territories where they operate. Such registrations will be re-activated
upon payment of the outstanding GST dues and/ or filing the required application for re-activation. For
details in relation to delays in payment of statutory dues by SVIL, including GST, please see
“Financial Statements - Annexure VII” on page 304.

INTELLECTUAL PROPERTY

A. Registrations obtained by our Company and SVIL

Our Company and SVIL have registered 226 and two trademarks, respectively, in India and abroad,
respectively. Additionally, our Company has registered three copyrights in artistic works in India.

B. Applications filed by our Company and SVIL

Our Company has filed 22 applications in India for registration of various trademarks. Further, our
Company has applied for the registration of four copyrights and one patent in India.

387
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Our Board has approved the Offer pursuant to a resolution dated August 4, 2021.
The Offer has been authorized by the Selling Shareholders as disclosed in “The Offer” on page 60.

The Equity Shares being offered by the Selling Shareholders in the Offer have been held by them for a period of
at least one year prior to the filing of the Draft Red Herring Prospectus with SEBI, calculated in the manner as
set out under Regulation 8 of the SEBI ICDR Regulations and are eligible for being offered in the Offer.

The Equity Shares proposed to be offered by the Promoter Selling Shareholder in the Offer are free from any
lien, encumbrance, transfer restrictions or third-party rights.

As of the date of the Draft Red Herring Prospectus, 92,514,576 Equity Shares held by VEPL and Mr. Ravi B.
Goyal, both our Promoters, which constituted 76.84% of the pre-Offer paid-up Equity Share capital of our
Company (the “NDU Shares”), were subject to a non-disposal undertaking executed by the Promoters in favour
of Vistra ITCL (India) Limited, the debenture trustee, as security in relation to the Listed NCDs. Vistra ITCL
(India) Limited has, in accordance with its consent letter dated August 18, 2021 released the NDU Shares from
the non-disposal undertaking and as of the date of the Red Herring Prospectus and this Prospectus, none of the
Equity Shares held by the Promoters are subject to any non-disposal undertaking.

Each of the Selling Shareholders have confirmed that they have not been prohibited from dealing in the
securities market.

Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares
pursuant to letters dated September 1, 2021 and September 8, 2021, respectively.

Prohibition by the SEBI or Other Governmental Authorities

Our Company, our Promoters, members of our Promoter Group, our Directors, the Selling Shareholders, the
persons in control of our Company and of our corporate Promoter, are not prohibited from accessing the capital
markets or debarred from buying, selling or dealing in securities under any order or direction passed by the
SEBI or any securities market regulator in any other jurisdiction or any other authority/court.

The companies with which our Promoters, our Directors are or were associated as promoters or directors have
not been debarred from accessing the capital markets under any order or direction passed by the SEBI or any
other authorities.

Our Company, Promoters or Directors have not been declared as Wilful Defaulters.

Neither our Company, nor any of our Promoters, members of our Promoter Group or Directors have been
declared as ‘Fraudulent Borrowers’ by any bank, financial institution or lending consortium, in accordance with
the ‘Master Directions on Frauds Classification and Reporting by commercial banks and select FIs’ dated July 1,
2016, as updated, issued by the RBI.

Our Promoters or Directors have not been declared as Fugitive Economic Offenders.

The Equity Shares held by the Promoters are in dematerialized form.
All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as of the date of filing of
this Prospectus.

Directors associated with the Securities Market

Except for Mr. Sudip Bandyopadhyay, who became a promoter of Inditrade Capital Limited, with effect from
November 8, 2016 (which is registered with SEBI as a broker) and Mr. Vijay Chugh (as disclosed below), none
of our Directors is in any manner associated with the securities market and no outstanding action has been
initiated against them by the SEBI in the five years preceding the date of this Prospectus:

388
Mr. Vijay Chugh, one of our Directors, became an additional director of Dhani Services Limited (formerly
Indiabulls Ventures Limited) (“IVL/DSL”), with effect from December 21, 2020. IVL/DSL is registered with
the SEBI as a stock broker. IVL/DSL is in the process of surrendering its registration with effect from March 16,
2021 as a stock broker through an application filed with SEBI. The SEBI has imposed the following penalties on
IVL/DSL:

e Letter dated May 22, 2017 issued by SEBI, in connection with non-Compliance with SEBI Takeover
Regulations, Regulation 3(2) of the SEBI Takeover Regulations pursuant to preferential issue by
IVL/DSL (‘Target Company’). The promoters of IVL/DSL had submitted themselves to a consent
order, pursuant to which SEBI settled the proceedings vide its settlement order dated December 10,
2018 on payment of 24.79 million.

Show cause notice dated August 20, 2020 issued to IVL/DSL and another, under Section 15 I of the
SEBI Act read with Rule 4(1) of SEBI (Procedure for holding enquiry and imposing penalty) Rules,
1995 in the matter of IVL/DSL. Pursuant to its order dated May 21, 2021, SEBI has levied a penalty of
%5 million on IVL/DSL and of 0.5 million on Mr. Lalit Sharma (Company Secretary of IVL/DSL). On
appeal filed by IVL/DSL, Securities Appellate Tribunal (SAT) has stayed the above order of SEBI on
deposit of 50% of penalty imposed by SEBI.

e Deficiency letter issued by SEBI pursuant to letter dated August 14, 2017 in respect of SEBI inspection
as depository division during March 8-10, 2016. Corrective action has been taken by IVL/DSL.

Confirmation under Companies (Significant Beneficial Owners) Rules, 2018

Our Company, the Promoters, the members of the Promoter Group, each of the Selling Shareholders, severally
and not jointly, have confirmed that they are in compliance with the Companies (Significant Beneficial Owners)
Rules, 2018, to the extent applicable, as of the date of this Prospectus.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, as.
disclosed below.

. Our Company has net tangible assets of at least 730 million, calculated on a restated and consolidated
basis, in each of the three immediately preceding full years (of 12 months each), of which not more
than 50% of the net tangible assets are held as monetary assets.

. Our Company has an average operating profit of %150 million, calculated on a restated and
consolidated basis, during the three preceding years (of 12 months each), with operating profit in each
of these preceding three years.

. Our Company has a net worth of at least 710 million in each of the three immediately preceding full
years (of 12 months each), calculated on a restated and consolidated basis.

. Our Company has not changed its name during the immediately preceding year.
Our Company’s net tangible assets, monetary assets, monetary assets as a percentage of the net tangible assets,
operating profit and net worth derived from the Restated Consolidated Financial Information included in this

Prospectus as at, and for the three immediately preceding Financial Years are disclosed below.

Derived from the Restated Consolidated Financial Information

 

 

 

 

 

 

 

 

 

 

(@ in million)
Financial Year
Particulars 2021 2020 2019
Net tangible assets*, as restated and consolidated 5,065.00 4501.20 3,871.27
Operating profit™, as restated and consolidated 1,772.81 2,168.42 1,976.62
Net Worth*"*, as restated and consolidated 5,586.62 4,989.55 4,249.34
Monetary assets,# as restated and consolidated 7,154.04 989.91 421.55

 

Source: Restated Consolidated Balance Sheet and Restated Consolidated Statement of Profit and Loss of the Company as included in this
Prospectus under the section “Financial Statements”.

Note: The proposed offer is an offer for sale of existing Equity Shares only. Accordingly, the criteria as specified under Regulation 6(1)(a)

389

 
of the SEBI ICDR Regulations with respect to monetary assets not more than 50% of the net tangible assets, calculated on a restated and
consolidated basis, in each of the preceding three full financial years ended March 31, 2021, March 31, 2020 and March 31, 2019 is not
applicable.

* Net tangible assets, restated and consolidated, mean the sum of all net assets of the Issuer and excluding intangible assets, each on restated
basis and as defined in Indian Accountant Standard 38.

“*Restated and consolidated Operating profit has been calculated as restated and consolidated net profit before tax excluding other income
and finance cost, each on a restated and consolidated basis.

“Restated and consolidated net worth has been defined as the aggregate of share capital and other equity (including Employee stock
options reserve) on restated basis.

 

 

 

 

 

 

(2 in million)
Financial Year
Particulars
2021 2020 2019
Equity share capital 1,185.81 1,185.81 1,185.81
Other equity 4,400.81 3,803.74 3,063.53,
Net Worth*** 5,586.62 4,989.55, 4,249.34

 

 

 

 

# Restated and consolidated Monetary assets = Cash on hand + balance with bank in current accounts + deposit due to be matured within
twelve months of the reporting date + Deposits with maturity of more than 12 months + Deposits and balances other than above, on restated
basis.

We are currently eligible to undertake the Offer as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of
the SEBI ICDR Regulations.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company and each of the
Selling Shareholders shall ensure that the number of prospective Allottees to whom the Equity Shares will be
Allotted shall not be less than 1,000, failing which the entire application monies shall be refunded forthwith. In
case of delay, if any, in refund within such timeline as prescribed under applicable laws, our Company shall be
liable to pay interest on the application money in accordance with applicable laws. None of the Selling
Shareholders shall be liable to reimburse our Company for any interest paid by it on behalf of the Selling
Shareholders on account of any delay with respect to Allotment of the respective portion of the respective
Equity Shares offered by such Selling Shareholder in the Offer, or otherwise, unless such delay is solely
accountable to such Selling Shareholder.

Our Company is in compliance with conditions specified in Regulations 5 and 7(1) of the SEBI ICDR
Regulations to the extent applicable and will ensure compliance with Regulation 7(2) of the SEBI ICDR
Regulations.

Disclaimer Clause of the SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BRLMS, BEING ICICI SECURITIES LIMITED, HDFC BANK LIMITED AND
JM FINANCIAL LIMITED HAVE CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT
RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY
WITH THE SEBI ICDR REGULATIONS. THIS REQUIREMENT IS TO FACILITATE INVESTORS
TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED
OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BRLMS ARE EXPECTED
TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BRLMS, BEING ICICI SECURITIES LIMITED, HDFC BANK LIMITED AND JM FINANCIAL
LIMITED, HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED AUGUST 18,
2021 IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF SEBI ICDR REGULATIONS.

390

 
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BRLMS ANY IRREGULARITIES OR
LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

All legal requirements pertaining to the Offer have been complied with at the time of filing of the Red Herring
Prospectus with the RoC in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining
to the Offer will be complied with at the time of filing of this Prospectus with the RoC in terms of Sections 26,
32, 33(1) and 33(2) of the Companies Act, 2013.

Caution - Disclaimer from our Company, our Directors and the BRLMs

Our Company, our Directors and the BRLMs accept no responsibility for statements made otherwise than in this
Prospectus or in the advertisements or any other material issued by or at our Company’s instance. Anyone
placing reliance on any other source of information, including our Company’s website, www.agsindia.com or
any website of any affiliates of our Company would be doing so at his or her own risk.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement.

All information, to the extent required in relation to the Offer, shall be made available by our Company, the
Selling Shareholders and the BRLMs to the public and investors at large and no selective or additional
information would be made available by our Company, the Selling Shareholders and the BRLMs for a section of
the investors in any manner whatsoever including at road show presentations, in research or sales reports, at
Bidding Centers or elsewhere.

Bidders were required to confirm and have been deemed to have represented to our Company, the Underwriters
and their respective directors, officers, agents, affiliates and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not issue, sell,
pledge or transfer the Equity Shares to any person who is not eligible under any applicable laws, rules,
regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters and their
respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for
advising any investor on whether such investor is eligible to acquire the Equity Shares.

The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in
transactions with, and perform services for, our Company, the Selling Shareholders, our Promoters, members of
our Promoter Group and our Group Companies, and their respective directors and officers, affiliates, associates
or third parties in the ordinary course of business and have engaged, or may in the future engage, in commercial
banking and investment banking transactions with our Company, the Selling Shareholders, our Promoters,
members of our Promoter Group and our Group Companies, and their respective directors and officers,
affiliates, associates or third parties, for which they have received, and may in the future receive, compensation.

Disclaimer from the Selling Shareholders

The Selling Shareholders accept no responsibility for statements made otherwise than in this Prospectus or in
the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on
any other source of information, including our Company’s website https://www.agsindia.com, or the respective
websites of any affiliate of our Company or the Selling Shareholders would be doing so at his or her own risk.
Each Selling Shareholder, its directors, affiliates, associates, and officers accept no responsibility for any
statements made in this Prospectus other than those specifically made or confirmed by such Selling Shareholder
in relation to itself as a Selling Shareholder or its Offered Shares.

Bidders will be required to confirm and will be deemed to have represented to each Selling Shareholder and its
respective directors, officers, agents, affiliates, and representatives that they are eligible under all applicable
laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and will not sell, pledge, or
transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations,
guidelines and approvals to acquire the Equity Shares. The Selling Shareholders and its respective directors,

391
officers, agents, affiliates, and representatives accept no responsibility or liability for advising any investor on
whether such investor is eligible to acquire the Equity Shares.

Disclaimer in Respect of Jurisdiction

The Offer is being made in India to persons resident in India (including Indian nationals resident in India who
are competent to contract under the Indian Contract Act, 1872, as amended, including Indian nationals resident
in India, HUFs, companies, other corporate bodies and societies registered under the applicable laws in India
and authorized to invest in shares, Indian Mutual Funds registered with the SEBI, Indian financial institutions,
commercial banks, regional rural banks, co-operative banks (subject to RBI permission), Systemically Important
NBFCs registered with the RBI or trusts under applicable trust law and who are authorized under their
constitution to hold and invest in equity shares, insurance companies registered with the IRDAI, permitted
provident funds and pension funds, National Investment Fund, insurance funds set up and managed by the army,
navy and air force of the Union of India, insurance funds set up and managed by the Department of Posts,
Government of India and to eligible FPIs, Eligible NRIs and other eligible foreign investors, public financial
institutions as specified in Section 2(72) of the Companies Act, 2013, state industrial development corporations
and registered multinational and bilateral development financial institutions.

The Red Herring Prospectus did not, and this Prospectus does not, however, constitute an offer to sell or an
invitation to subscribe to or purchase Equity Shares offered thereby in any jurisdiction other than India to any
person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any person into whose
possession the Red Herring Prospectus or this Prospectus comes is required to inform himself or herself about,
and to observe, any such restrictions. Any dispute arising out of the Offer will be subject to the jurisdiction of
appropriate court(s) in Mumbai, Maharashtra, India only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that the Draft Red Herring Prospectus has been filed with the SEBI for its
observations. Accordingly, the Equity Shares represented thereby may not be issued, directly or indirectly, and
the Red Herring Prospectus may not be distributed in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any issue hereunder
shall, under any circumstances, create any implication that there has been no change in the affairs of our
Company, the Selling Shareholders, or our Group Companies since the date of this Prospectus or that the
information contained herein is correct as at any time subsequent to this date. Invitations to subscribe to or
purchase the Equity Shares pursuant to the Offer will be made only pursuant to the Red Herring Prospectus if
the recipient is in India or the preliminary offering memorandum for the Offer, which comprised the Red
Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside of India.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S.
Securities Act, 1933, as amended (“U.S. Securities Act”) or any state securities laws in the United States,
and unless so registered may not be offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable state securities laws. Accordingly, such Equity Shares are being offered and sold outside
the United States, in offshore transactions in compliance with Regulation S under the U.S. Securities Act
and the applicable laws of the jurisdiction where those offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Disclaimer Clause of the BSE

BSE Limited (the Exchange”) has given vide its letter dated September 01, 2021 permission to this Company to
use the Exchange’s name in this offer document as one of the stock exchanges on which this company’s
securities are proposed to be listed. The Exchange has scrutinized this offer document for its limited internal
purpose of deciding on the matter of granting the aforesaid permission to this Company. The Exchange does not
in any manner: -

a) Warrant, certify or endorse the correctness or completeness of any of the contents of this offer
document;

392
such consent has not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be
construed to mean an expert as defined under the U.S. Securities Act.

Our Company has also received a written consent from Ankush Gupta & Associates, Chartered Accountants,
dated August 18, 2021, to include its name in this Prospectus as an “expert” in terms of the Companies Act,
2013 and such consent has not been withdrawn as on the date of this Prospectus with the SEBI.

Our Company has also received a written consent from Ken Research Private Limited, dated November 30,
2021, to include its name in this Prospectus as an “expert” as defined under applicable law, and such consent has
not been withdrawn as on the date of filing of this Prospectus.

Particulars regarding Public or Rights Issues by Our Company during the Last Five Years

Our Company has not made any public or rights issues during the five years immediately preceding the date of
this Prospectus.

Capital Issues during the Previous Three Years by our Company, and Listed Group Companies,
Subsidiaries and Associate

Our Company has not made any public issue of Equity Shares during the three years immediately preceding the
date of this Prospectus. For details of capital issuances during the previous three years by our Company, see
“Capital Structure” on page 80. None of the equity shares of our Subsidiaries or Group Companies or Associate
are listed on any stock exchange.

The non-convertible debentures of our Company are listed on the wholesale debt segment of the NSE. See
“Capital Structure” on page 102.

Commission and Brokerage paid on previous issues of the Equity Shares in the last five years

Since this is the initial public offer of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the
Equity Shares since our Company’s incorporation.

Performance vis-a-vis Objects — Details of Public or Rights Issues by our Company

Our Company has not made any public issue or rights issue of Equity Shares during the five years immediately
preceding the date of this Prospectus.

Performance vis-a-vis Objects — Details of Public or Rights Issues by listed subsidiaries/listed Promoter of
our Company

Our corporate Promoter and our Subsidiaries are not listed on any of the stock exchanges in India.

394
b) Warrant that this Company’s securities will be listed or will continue to be listed on the
Exchange; or

c) Take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;

and it should not for any reason be deemed or construed that this offer document has been cleared or approved
by the Exchange. Every person who desires to apply for or otherwise acquires any securities of this Company
may do so pursuant to independent inquiry, investigation and analysis and shall not have any claim against the
Exchange whatsoever by reason of any loss which may be suffered by such person consequent to or in
connection with such subscription/acquisition whether by reason of anything stated or omitted to be stated
herein or for any other reason whatsoever.

Disclaimer Clause of the NSE

As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/1203 dated September 08, 2021
permission to the Issuer to use the Exchange’s name in this Offer Document as one of the Stock Exchanges on
which this Issuer’s securities are proposed to be listed. The Exchange has scrutinized this draft offer document
for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer. It is
to be distinctly understood that the aforesaid permission given by NSE should not in any way be deemed or
construed that the offer document has been cleared or approved by NSE; nor does it in any manner warrant,
certify or endorse the correctness or completeness of any of the contents of this offer document; nor does it
warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take
any responsibility for the financial or other soundness of this Issuer, its promoters, its management or any
scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever
by reason of any loss which may be suffered by such person consequent to or in connection with such
subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any other reason
whatsoever.

Listing

Applications will be made to the Stock Exchanges for permission to deal in and for an official quotation of the
Equity Shares being issued and sold in the Offer. BSE will be the Designated Stock Exchange with which the
Basis of Allotment will be finalized.

Consents

Consents in writing of: (a) the Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, the Auditors of our Company, the Legal Advisors to our Company as to Indian Law, the Legal Advisors
to the BRLMs as to Indian Law, the Legal Counsel to the BRLMs as to International Law, the Bankers to our
Company and (b) the BRLMs, the Registrar to the Offer, the Syndicate Members, the Escrow Collection Bank,
the Refund Bank, the Public Offer Account Bank, the Sponsor Bank and Ken Research to act in their respective
capacities, have been obtained and filed along with a copy of the Red Herring Prospectus with the RoC as
required under the Companies Act, 2013 and such consents that have been obtained have not been withdrawn up
to the time of delivery of this Prospectus for filing with the RoC.

Experts
Our Company has not obtained any expert opinions other than as disclosed below.

Our Company has received written consent dated January 6, 2022 from our Statutory Auditors, namely, B S R &
Co. LLP, Chartered Accountants, to include their name in this Prospectus as required under Section 26(5) of the
Companies Act read with SEBI ICDR Regulations and as an “expert” as defined under Section 2(38) of the
Companies Act to the extent and in their capacity as a statutory auditor of our Company and in respect of the
examination report of the Statutory Auditors on the Restated Consolidated Financial Information dated January
6, 2022 and the statement of possible special tax benefits dated August 18, 2021, included in this Prospectus and

393
Price Information of Past Issues Handled by the BRLMs

1.

Price information of past public issues (during the current Financial Year and the two Financial Years immediately preceding the current Financial Year):

1-Sec

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

+/-% Change in the
ee +/-% Change in the Closing] +/-% Change in the Closing | Closing Price, (+/-%
S| Tecue Name Issue Size Issue Price] | i ting pate Pe a Price, (+/-% Change in Price, (+/-% Change in Change in Closing
No. (in million) ®@ 8 ae Closing Benchmark) ~ 30th| Closing Benchmark) — 90th | Benchmark) — 180th
(yy) Calendar Day from Listing | Calendar Days from Listing | Calendar Day from
Listing
L FBEne 57,097.15 980.00 | November 15, 2021 1,150.00 +14.86%,[-4.33%] NA* NA*
One 97
2. [Communications | 1,83,000.00 | 2,150.00 [November 18, 2021 1,955.00 -38.52% [-4.40%] NA* NA*
Limited’
a. [Beppe Hoods 20,732.53 1,180.00. | November 18, 2021 1,350.00 +3.69%,[-4.39%] NA* NA*
India Limited’
Latent View
4, [Analytics 6,000.00 197.00" | November 23, 2021 530.00 +153,58%,{-2.96%] NA* NA*
Limited’
5 rae Products} 19,934.74 662.002) | November 26, 2021 700.00 -4.16%,[ +0.03%] NA* NA*
i, [Go Fashion. 10,136.09 690.00 |November 30, 2021 1,316.00 +59.78%,[+1.30%] NA* NA*
(India) Limited’
Star Health and
7, {Allied Insurance | 69,186.84 900.00 | December 10, 2021 845.00 -14,78%,[+1.72%] NA* Na*
Company
Limited
Shriram
8. [Properties 6,000.00 118.00 | December 20, 2021 90.00 -12,42%,[+9.02%] NA* NA*
Limited“
9. Meee 13,675.05 500.00 | December 22, 2021 436.00 421.7% ,[+4.45%] NA* NA*
Supriya
10. |Lifescience 7,000.00 274.00 |December 28, 2021 425.00 NA* NA* NA*
Limited!

 

*Data not available
“BSE as designated stock exchange
“NSE as designated stock exchange
(1). Discount of Rs. 19 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 197.00 per equity share.

395

 
(2) Discount of Rs. 61 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 662.00 per equity share.
(3) Discount of Rs. 80 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 900.00 per equity share.
(4) Discount of Rs. 11 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 118.00 per equity share.

Summary statement of price information of past public issues (during the current Financial Year and the two Financial Years immediately preceding the current Financial

 

 

 

 

 

 

 

Year):
Nos. of IPOs Trading at Discount —
30" Calendar Days from Listing |Nos. of IPOs Trading at Premium —|Nos. of IPOs Trading at Discount —| Nos. of IPOs Trading at Premium
30" Calendar Day from Listing | 180‘ Calendar Day from Listing |- 180" Calendar Day from Listing
Total Total Funds Less Less Less Less
Financial No. of Raised Between than Between than Between than Between than
Year IPOs (& in million) Over 50% | 25%-50% 25% _|Over 50% | 25%-50% 25% [Over 50% | 25%-50% 25% _|Over 50% | 25%-50% 25%
2021-22* 23 6,69,228.24 - 2 6 5 3 6 - - - 2 i 1
2020-21 14 1,74,546.09 - : 5 5 2 ie - a 3 5 3 2
2019-20 4 49,850.66 - - 2 1 1 1 - 2 - 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* This data covers issues upto YTD

Notes:

1. Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.

2.

the respective Issuer Company.

3. 30!, 90", 180" calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30", 90", 180" calendar day is a holiday, in which case we have
considered the closing data of the previous trading day

2. HDEC Bank Limi

 

ited

Price information of past public issues (during the current Financial Year and the two Financial Years immediately preceding the current Financial Year):

Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr.No. ]  OfferName  Dffer Size(in€MnJ__ Offer price @ Listing Date Opening Price on | _+/-%changein | +/- % change in closing | +/- % change in losing
Listing Date | closing price, [+/- % | price, [+/- % change in | price, [+/- % change in
change in closing | closing benchmark|- | _ closing benchmark]-
benchmark]- 30th [90th calendar days from| 180th calendar days from
calendar days from listing listing
listing
ones2 38.52%
1 |Communications 183,000.00 2,150] November 18, 2021 1,955.00] 3 , ‘
om [4.4096]
Limited
5 5 : a 14.86%
2 |PB Fintech Limited 57,097.15| 980] November 15, 2021 1,150.00] [a 33961 ; :
Aditya Birla Sun Life ae 5 ; “11.36% "23.85%
a Rape bias 27,682.56 712] October 11, 2021 715.00] ‘agen Bree :

 

396

 
 

 

 

 

 

 

 

Sr. No. OfferName [Offer Size(in@ Mn) __ Offer price (®) Listing Date ‘Opening Priceon | _+/-% changein | +/- % change in losing | _+/- % change in closing
Listing Date closing price, [+/- % | price, [+/- % change in | price, [+/- % change in
change in closing | closing benchmark]- | closing benchmark]-
benchmark]- 30th |90th calendar days from] 180th calendar days from
calendar days from listing listing
listing
Chemplast Sanmar 54 nr +2.06% +12.68%
4. lFentied 38,500.00 541] August 24, 2021 550.00} [#85596] [6.86] :
G R Infraprojects ‘ +90.61% +138.67% +132.16%
5 |Limitea 9,623.34) 837, July19, 2021 1,700.00 [+6.16%] [+16.65%] [416.50%]
[Computer Age 45,59 5 2
‘ Rese 9 ‘8 se 5.52% +49,52%| +43.67%|
6 Mangement Services 22,421.05 1,230] October 01, 2020 1,518.00 [42.37%] [+23.04%] [+26.65%]
Metropolis Healthcare ; ; - +3.73% +21,30%| +45,84%
7 | tenia 12,042.88} 880] April 15, 2019 960.00 [-4.08%6] [0.4496] [-2.00%

 

 

 

 

 

 

 

 

 

‘Source: www.nseindia.com and www.bseindia.com for price information and prospectus for offer details

Notes:

Ne

calendar days

yay

Designated stock exchange of the respective issuer has been considered for the pricing information
30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken as listing date plus 179

Incase of reporting dates falling on a trading holiday, values for immediately previous trading day have been considered
InG R Infraprojects Limited, the offer price to eligible employees was 2795 after a discount of ®42 per equity share.
In Computer Age Management Services Limited, the offer price to eligible employees was 21,108 after a discount of 2122 per equity share.

Summary statement of price information of past public issues (during the current Financial Year and the two Financial Years immediately preceding the current Financial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year):
Nos. of IPOs Trading at Discount —
30" Calendar Days from Listing _|Nos. of IPOs Trading at Premium —30"| Nos. of IPOs Trading at Discount — Nos. of IPOs Trading at Premium —
Calendar Day from Listing 180 Calendar Day from Listing 180" Calendar Day from Listing
Total No. Total Funds Less Less Less Less
Financial of Raised Between than Between than Between than Between than
Year IPOs @in million) Over 50% | _25%-50% 25% | Over 50% | _25%-50% 25% | Over 50% | _25%-50% 25% | Over 50% | _25%-50% 25%
2021 — 22 5 315,903.05 - 1 1 1 : 2 : = = 1 - -
2020-21 1 22,421.05 - - : - - 1 - - - - 1 -
2019 — 20 1 12,042.88 = = = = = 1 = = = = 1 =
Notes:

1. The information is as on the date of this Prospectus.
2. The information for each of the financial years is based on offers listed during such financial year.

3. JM Financial Limited

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by JM Financial Limited:

397

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

als Opening price on] 7% change in closing +/- % change in closing +/- % change in closing
s. Tagie dane @ ante Listing Listing Date price, [+/- % change in price, [+/- % change in closing price, [+/- % change in
|No. million) @ Date (in) closing benchmark] - 30" —_| benchmark] - 90 calendar days from | closing benchmark] - 180"
calendar days from listing listing calendar days from listing

1. |CMS Info Systems 11,000.00] 216.00] December 31, 237.40 Not Applicable Not Applicable Not Applicable
Limited* 2021

2. [Data Patterns (India) | 5,882.24) 585.00] December 24, 856.05 29.70% [3.61%] Not Applicable Not Applicable
Limited* 2021

3. |C.E. Info Systems 10,396.06] 1,033.00] December 21, 1,394.55) 70.21% Not Applicable Not Applicable
Limited* 2021 [6.71%]

4. |Tega Industries 6,192.27) 453.00] December 13, 760.00 30.70% [3.96%] Not Applicable} Not Applicable}
Limited* 2021

5. |Go Fashion (India) 10,136.09] 690.00|November 30, 1,310.00 59.75% [1.36%] Not Applicable Not Applicable
Limited* 2021

6. [Sapphire Foods India_ | 20,732.53] 1,180.00|/November 18, 1,350.00) 3.69% [-4.39%] Not Applicable Not Applicable
Limited 2021

7. |FSN — E-Commerce 53,497.24] 1,125.00|November 10, 2018.00) 92.31% [-2.78%] Not Applicable} Not Applicable}
Ventures Limited*” 2021

8. |Aditya Birla Sun Life | 27,682.56) 712.00} October 11, 715.00 -11.36% [0.55%] -23.85% [-0.74%] Not Applicable}
|AMC Limited* 2021

9. |Krsnaa Diagnostics 12,133.35] 954.00] August 16, 1,005.55) -9.42% [4.93%] -27.73% [9.30%] Not Applicable
Limited*® 2021

10. Rolex Rings Limited* 7,310.00} 900.00 sa 1,250.00] 22.28% [6.79%] 31.50% [10.20%] ‘Not Applicable|

 

 

Source: www.nseindia.com and www.bseii

* BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:

1.
2,
3.

eens

 

Opening price information as disclosed on the website of the Designated Stock Exchange.
Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock
Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
30" calendar day has been taken as listing date plus 29 calendar days; 90 calendar day has been taken as listing date plus 89 calendar days; 180" calendar day has been taken a
listing date plus 179 calendar days.

Restricted to last 10 issues.

A discount of Rs. 100 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
A discount of Rs. 93 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
Not Applicable — Period not completed

398
 

Summary statement of price information of past issues handled by JM Financial Limited:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nos. of IPOs trading at discount] Nos. of IPOs trading at premium | Nos. of IPOs trading at discount | Nos. of IPOs trading at premium
Tota | Tetalfunds | ons on 30th calendar days from | on as on 30th calendar days from | as on 180th calendar days from | as on 180th calendar days from
Financial | 7°! | raised listing date listing date listing date listing date
Year | POs Pen Over | Between | TS | Over | Between | 1*S | Over | Between | V*S | Over | Between | ess
‘ oes 5 en 5 eaeae 5 aes

50% | 25%-50% | $8 | 50% | 25%-50% | 8 | 50% | 25%-50% | SB | som | 25%-50% | {han

16 2,83,014.06 - - 2 5 5 2 - - - 3 - 2

8 62,102.09 - - 3 2 1 2 - - - 5 2 1

4 36,400.83** - - 1 - 1 z - 4: 1 - 1 1

 

 

 

*'Spandana Sphoorty Financial Limited raised Rs. 11,898.49 million as against the issue size of Rs. 12,009.36 million

Track Record of Past Issues Handled by the BRLMs

For details regarding the track record of the BRLMs, as specified in circular (No. CIR/MIRSD/1/2012) dated January 10, 2012 issued by the SEBI, see the websites of the
BRLMs, as disclosed in the table below.

 

S. No.

Name of BRLM

Website

 

ICICI Securities Limit

ted

www.icicisecurities.com

 

HDFC Bank Limited

www.hdfcbank.com

 

JM Financial Limited

 

 

www.jmfl.com

 

399

 

 
from the date of receipt of the complaint. In case of non-routine complaints and complaints where external
agencies are involved, our Company will seek to redress these complaints as expeditiously as possible.

Our Company has not received any investor grievances during the three years preceding the date of this
Prospectus and there are no investor complaints pending as of the date of this Prospectus.

Our Company has constituted a Stakeholders’ Relationship Committee comprising, Mr. Rahul Narain Bhagat
(Chairman), Mr. Vijay Chugh and Mr. Sudip Bandyopadhyay as members to review and redress shareholder and
investor grievances. See “Our Management — Committees of the Board — Stakeholders’ Relationship
Committee” on page 203.

Our Company has also appointed Ms. Sneha Kadam, Company Secretary and Compliance Officer for the Offer.
See “General Information” on page 71.

401
Stock Market Data of Equity Shares

This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange as of
the date of this Prospectus, and accordingly, no stock market data is available for the Equity Shares.

Mechanism for Redressal of Investor Grievances

The Registrar Agreement provides for the retention of records with the Registrar to the Offer for a period of at
least eight years from the date of listing and commencement of trading of the Equity Shares on the Stock
Exchanges, to enable the investors to approach the Registrar to the Offer for redressal of their grievances.

In terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, read with the SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and subject to applicable law, any ASBA Bidder
whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option
to seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity
Shares. SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB
would have to pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further,
the investors shall be compensated by the SCSBs in accordance with SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in the events of delayed unblock for
cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking
of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted
applications, for the stipulated period. In an event there is a delay in redressal of the investor grievance in
relation to unblocking of amounts, the BRLMs shall compensate the investors at the rate higher of 7100 per day
or 15% per annum of the application amount for the period of such delay.

All Offer-related grievances may be addressed to the Registrar to the Offer with a copy to the relevant
Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give full
details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID,
UPI ID, PAN, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity
Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application
Form was submitted by the Bidder.

Further, Bidders shall also enclose a copy of the Acknowledgment Slip or specify the application number duly
received from the Designated Intermediaries in addition to the documents/information mentioned hereinabove.

All grievances relating to Bids submitted with Registered Brokers may be addressed to the Stock Exchanges
with a copy to the Registrar to the Offer. The Registrar to the Offer shall obtain the required information from
the SCSBs and the Sponsor Bank for addressing any clarifications or grievances of ASBA Bidders. Our
Company, the Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility for
errors, omissions, commission or any acts of SCSBs or the Sponsor Bank including any defaults in complying
with its obligations under applicable SEBI ICDR Regulations.

Investors can contact our Company Secretary and Compliance Officer or the Registrar to the Offer in case of
any pre-Offer or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted
Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of funds
by electronic mode.

Anchor Investors are required to address all grievances in relation to the Offer to the BRLMs.

The equity shares of our Group Companies are not listed on any stock exchange.

Disposal of Investor Grievances by Our Company

Our Company has obtained authentication on the SEBI Complaints Redress System (“SCORES”) and is in
compliance with the circular no. (CIR/OIAE/1/2014) dated December 18, 2014 issued by the SEBI in relation to

redressal of investor grievances through SCORES.

Our Company estimates that the average time required by our Company or the Registrar to the Offer or the
relevant Designated Intermediary for the redressal of routine investor grievances shall be ten Working Days

400
SECTION VII: OFFER RELATED INFORMATION
TERMS OF THE OFFER

The Equity Shares being offered, transferred and Allotted pursuant to the Offer shall be subject to the provisions
of the Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, our Memorandum of Association
and our Articles of Association, the SEBI Listing Regulations, the terms of the Red Herring Prospectus, this
Prospectus, the abridged prospectus, the Bid cum Application Form, the Revision Form, the CAN/Allotment
Advice and other terms and conditions as may be incorporated in the Allotment Advice and other
documents/certificates that may be executed in respect of the Offer. The Equity Shares shall also be subject to
laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and
trading of securities issued from time to time by the SEBI, the Government of India, the Stock Exchanges, the
RBI, the RoC and/or any other authorities, as in force on the date of the Offer and to the extent applicable or
such other conditions as may be prescribed by the SEBI, the Government of India, the Stock Exchanges, the
RoC and/or any other authorities while granting its approval for the Offer.

The Offer

The Offer is through an offer for sale by the Selling Shareholders. Other than listing fees, the audit fees of our
Statutory Auditors (to the extent not attributable to the Offer) and expenses in relation to corporate
advertisements which shall be solely paid by the Company, the fees and expenses relating to the Offer shall be
borne by the Selling Shareholders in proportion to the Equity Shares sold by each of them in the Offer in the
manner agreed to among our Company and the Selling Shareholders. However, expenses relating to the Offer
may be paid by the Company on behalf of the Selling Shareholders in the first instance and the Selling
Shareholders agree that they shall reimburse our Company for all expenses, incurred by our Company in relation
to the Offer on each of their behalf in proportion to Equity Shares offered by them respectively in the Offer, and
in accordance with applicable law. Each Selling Shareholder shall receive its respective portion of the Offer
proceeds from the Public Offer Account after deduction of the Offer expenses to be borne by such Selling
Shareholder. For details in relation to Offer expenses, see “Objects of the Offer” on page 95.

Ranking of the Equity Shares

The Equity Shares being offered, transferred and Allotted pursuant to the Offer shall be subject to the provisions
of the Companies Act, our Memorandum of Association and our Articles of Association and shall rank pari
passu in all respects with the existing Equity Shares, including in respect of the right to receive dividend and
voting. The Allottees, upon Allotment of Equity Shares under the Offer, will be entitled to dividend and other
corporate benefits, if any, declared by our Company after the date of Allotment. See “Description of Equity
Shares and Terms of the Articles of Association” on page 432.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of
Companies Act, our Memorandum of Association and our Articles of Association and provisions of the SEBI
Listing Regulations and other applicable law. Dividends, if any, declared by our Company after the date of
Allotment (pursuant to the transfer of Equity Shares from the Offer for Sale), will be payable to the Bidders who
have been Allotted Equity Shares in the Offer, for the entire year, in accordance with applicable law. For further
details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of the
Articles of Association” on pages 216 and 432, respectively.

Face Value, Offer Price, Floor Price and Price Band

The face value of each Equity Share is 710 and the Offer Price at the lower end of the Price Band is 2166 per
Equity Share (“Floor Price”) and at the higher end of the Price Band is 2175 per Equity Share (“Cap Price”).
The Anchor Investor Offer Price is 175 per Equity Share.

The Price Band and the minimum Bid Lot was decided by our Company and the Promoter Selling Shareholder
in consultation with the BRLMs and was advertised in all editions of The Financial Express, the English
national daily newspaper, all editions of Jansatta, the Hindi national daily newspaper, and the Mumbai edition of
Navshakti, a Marathi newspaper (Marathi being the regional language of Maharashtra, where our Registered
Office is located), each with wide circulation, at least two Working Days prior to the Bid/Offer Opening Date

402
and was made available to the Stock Exchanges for the purpose of uploading on their websites. The Price Band,
along with the relevant financial ratios calculated at the Floor Price and at the Cap Price, was pre-filled in the
Bid cum Application Forms available on the websites of the Stock Exchanges. The Offer Price was determined
by our Company, and the Promoter Selling Shareholder in consultation with the BRLMs, after the Bid/Offer
Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of the Book
Building Process.

At any given point of time, there shall be only one denomination of Equity Shares.
Compliance with Disclosure and Accounting Norms

Our Company shall comply with all disclosure and accounting norms as specified by the SEBI from time to
time.

Rights of Shareholders

Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders
shall have the following rights:

. right to receive dividends, if declared;

. right to attend general meetings and exercise voting rights, unless prohibited by law;

. right to vote on a poll either in person or by proxy, in accordance with the provisions of the Companies
Act;

. right to receive offers for rights Equity Shares and be allotted bonus Equity Shares, if announced;

. right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

. right of free transferability, subject to applicable laws including any rules and regulations prescribed by
the RBI; and

. such other rights, as may be available to a shareholder of a listed public company under the Companies

Act, the SEBI Listing Regulations and our Articles of Association.
For a detailed description of the main provisions of our Articles of Association relating to voting rights,
dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity
Shares and Terms of the Articles of Association” on page 432.
Allotment only in Dematerialized Form
Pursuant to Section 29 of the Companies Act, 2013 and the SEBI ICDR Regulations, the Equity Shares shall be
allotted only in dematerialized form. The trading of the Equity Shares shall only be in the dematerialized
segment of the Stock Exchanges. In this context, the following agreements have been signed among our
Company, the respective Depositories and the Registrar to the Offer:
. agreement dated October 19, 2010 among our Company, NSDL and the Registrar to the Offer; and
. agreement dated October 25, 2010 among our Company, CDSL and the Registrar to the Offer.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialized form, the tradable lot is one Equity Share. Allotment in

the Offer will be only in electronic form in multiples of one Equity Share subject to a minimum Allotment of 85
Equity Shares. For details of basis of allotment, see “Offer Procedure” on page 411.

403
Joint Holders

Subject to the provisions contained in our Articles of Association, where two or more persons are registered as
the holders of the Equity Shares, they shall be deemed to hold the same as joint tenants with benefits of
survivorship.

Jurisdiction

Exclusive jurisdiction for the purpose of the Offer is with the competent courts/authorities in Mumbai,
Maharashtra, India.

Nomination Facility to Bidders

In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, the sole Bidder, or the First Bidder along with other joint Bidders, may nominate any
one person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders,
as the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the
nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or
she would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a
minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled
to Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon
a sale/transfer/alienation of Equity Share(s) by the person nominating. A nomination may be cancelled or varied
by nominating any other person in place of the present nominee by the holder of the Equity Shares who has
made the nomination by giving a notice of such cancellation. A buyer will be entitled to make a fresh
nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on
request at our Registered Office or to the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall
upon the production of such evidence as may be required by our Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividends, interests, bonuses or other moneys payable in respect
of the Equity Shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialized mode there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository
Participant of the Bidder would prevail. If the Bidders wish to change the nomination, they are requested to
inform their respective Depository Participant.

 

 

 

 

 

 

Bid/Offer Programme
BID/OFFER OPENED ON Wednesday, January 19, 2022
BID/OFFER CLOSED ON Friday, January 21, 20227
a The Anchor Investor Bid/Offer Period was one Working Day prior to the Bid/Offer Opening Date, i.e., Tuesday, January 18,
2022.
@ UPI mandate end time shall be 12:00 p.m. on Monday, January 24, 2022.

404
An indicative timetable in respect of the Offer is disclosed below.

 

 

 

 

 

 

Event Indicative Date
Bid/Offer Closing Date Friday, January 21, 2022
Finalization of Basis of Allotment with the Designated Stock ‘On or about Thursday, January 27, 2022
Exchange
Initiation of refunds (if any, for Anchor Investors)/unblocking of (On or about Friday, January 28, 2022
funds from ASBA®
Credit of Equity Shares to dematerialized accounts of Allottees (On or about Monday, January 31, 2022
‘Commencement of trading of the Equity Shares on the Stock On or about Tuesday, February 1, 2022
Exchanges

 

 

 

 

Tn case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) for (i)
cancelled / withdrawn / deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of @ 100 per day or 15% per annum of the
Bid Amount, whichever is higher from the date on which the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges
bidding platform until the date on which the amounts are unblocked;(ii) any blocking of multiple amounts for the same ASBA Form (for
amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ® 100 per day or 15% per annum of the
total cumulative blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts
were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a
uniform rate of % 100 per day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess
‘amounts were blocked till the date of actual unblock; and (iv) any delay in unblocking of non-allotted/ partially allotted Bids, exceeding four
Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of @ 100 per day or 15% per annum of
the Bid Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Bid/Offer Closing Date by the
SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. The post-Offer BRLMs shall be liable for compensating the Bidder at a
uniform rate of 2100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance
until the date on which the blocked amounts are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular
no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated
March 16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, which for the
avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of the Company with the SCSBs, to the extent applicable.

The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any
obligation on our Company, the Selling Shareholders or the BRLMs.

While our Company and the Selling Shareholders shall ensure that all steps for the completion of the
necessary formalities for the listing and commencement of trading of the Equity Shares on the Stock
Exchanges are taken within six Working Days of the Bid/Offer Closing Date or such other period as may
be prescribed by the SEBI, the timetable may be extended due to various factors, such as any delay in
receiving the final listing and trading approval from the Stock Exchanges. The commencement of trading
of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the
applicable laws. Each of the Selling Shareholders confirms that they shall extend all reasonable support
and co-operation required by our Company and the BRLMs for the completion of the necessary
formalities for listing and commencement of trading of the Equity Shares at the Stock Exchanges within
six Working Days from the Bid/Offer Closing Date or such other period as may be prescribed by the
SEBI.

The SEBI is in the process of streamlining and reducing the post issue timeline for initial public offerings.
Any circulars or notifications from the SEBI after the date of the Red Herring Prospectus or this
Prospectus may result in changes to the above-mentioned timelines. Further, the offer procedure is
subject to change to any revised circulars issued by the SEBI to this effect.

The BRLMs will be required to submit reports of compliance with listing timelines and activities, identifying
non-adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons
associated with it.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through
the UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be
compensated at a uniform rate of 100 per day or 15% per annum for the entire duration of delay
exceeding four Working Days from the Bid/Offer Closing Date by the intermediary responsible for
causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability
on such intermediary or entity responsible for such delay in unblocking.

405
Further, our Company shall ensure that the number of prospective Allottees to whom the Equity Shares will be
Allotted shall not be less than 1,000 in compliance with Regulation 49(1) of SEBI ICDR Regulations failing
which the entire application money shall be unblocked in the respective ASBA Accounts of the Bidders. In case
of delay, if any, in unblocking the ASBA Accounts within such timeline as prescribed under applicable laws, the
Selling Shareholders and our Company shall be liable to pay interest on the application money in accordance
with applicable laws.

Arrangements for Disposal of Odd Lots

Since our Equity Shares will be traded in dematerialized form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.

New Financial Instruments

Our Company is not issuing any new financial instruments through this Offer.

Restrictions on Transfer and Transmission of Equity Shares

Except for the lock-in of the pre-Offer Equity Share capital of our Company and the Anchor Investor lock-in as
provided in “Capital Structure” on page 88 and except as provided in our Articles of Association, there are no
restrictions on transfer of Equity Shares. Further, there are no restrictions on the transmission of Equity Shares

and on their consolidation/splitting, except as provided in our Articles of Association. See “Description of
Equity Shares and Terms of the Articles of Association” on page 432.

407
Submission of Bids (Other than Bids from Anchor Investors)

 

 

 

 

 

Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids. Only between 10.00 a.m. and 5.00 p.m. (Indian Standard Time
(“IST”)
Bid/Offer Closing Date
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST

 

 

 

On the Bid/Offer Closing Date, the Bids were uploaded until:
@ 4,00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by
Retail Individual Bidders.

On the Bid/Offer Closing Date, extension of time could have been granted by Stock Exchanges only for
uploading Bids received from Retail Individual Bidders after taking into account the total number of Bids
received and as reported by the BRLMs to the Stock Exchanges.

The Registrar to the Offer was required to submit the details of cancelled/ withdrawn/ deleted applications to
the SCSBs on a daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the
Bid/ Offer Closing Date by obtaining the same from the Stock Exchanges. The SCSBs were required to
unblock such applications by the closing hours of the Working Day and submit the confirmation to the BRLMs
and the RTA on a daily basis.

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid
Amount was not blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA
Account, as the case may be, would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders were advised
to submit their Bids one day prior to the Bid/Offer Closing Date. Any time mentioned in this Prospectus is IST.
Bidders were cautioned that, in the event a large number of Bids are received on the Bid/Offer Closing Date, as
is typically experienced in public offerings, some Bids may not get uploaded due to lack of sufficient time. Such
Bids that could not be uploaded were not be considered for allocation under the Offer. Bids were accepted only
during Monday to Friday (excluding any public holiday).

Bidders were requested to note that as per letter no. List/SMD/SM/2006 dated July 3, 2006 and letter no.
NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE, respectively, Bids and any revision in Bids.
would not be accepted on Saturdays and public holidays as declared by the Stock Exchanges. Bids by ASBA
Bidders were required to be uploaded by the relevant Designated Intermediary in the electronic system
provided by the Stock Exchanges.

In case of any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid
cum Application Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges
were taken as the final data for the purpose of Allotment.

Minimum Subscription

As this is an offer for sale by the Selling Shareholders, the requirement of minimum subscription of 90% of the
Offer under the SEBI ICDR Regulations is not applicable to this Offer. If our Company did not receive the
minimum subscription in the Offer as specified under the terms of Rule 19(2)(b) of the SCRR, as applicable, on
the date of closure of the Offer or withdrawal of applications; or after technical rejections; or if the listing or
trading permissions are not obtained from the Stock Exchanges for the Equity Shares so offered under the Offer
document, our Company and the Selling Shareholders, to the extent applicable, shall forthwith refund the entire
subscription amount received. If there is a delay beyond four days, our Company and the Selling Shareholders,
to the extent applicable, shall pay interest at the rate of 15% per annum including the SEBI circular bearing no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021. No liability to make any payment of interest shall
accrue to the Selling Shareholders unless any delay in making any of the payments hereunder or any delay in
obtaining listing or trading approvals or any other approvals in relation to the Offer is solely attributable to the
relevant Selling Shareholder.

406
OFFER STRUCTURE
Initial public offering of 38,857,141/ Equity Shares for cash at a price of 2175 per Equity Share (including a
share premium of 2165 per Equity Share) aggregating up to 76,800.00 million, through an offer for sale by the
Selling Shareholders. The Offer constitutes 32.28% of the paid-up Equity Share capital of our Company. The
face value of our Equity Shares is 710 each.

‘Subject to finalization of the Basis of Allotment.

The Offer was made through the Book Building Process.

 

 

Particulars QIBs” Non-Institutional Bidders Retail Individual Bidders
Number of Equity Shares | Not more than 19,428,569 | Not less than 5,828,572 | Not less than 13,600,000
available for | Equity Shares or Offer less | Equity Shares available for | Equity Shares available for
‘Allotment/allocation”” allocation to Non-Institutional | allocation or Offer less | allocation or Offer less

Bidders and Retail Individual | allocation to QIB Bidders | allocation to QIB Bidders

Bidders and Retail Individual Bidders and
Bidders

Non-Institutional

 

Not more than 50% of the | Not less than 15% of the | Not less than 35% of the
Offer was made available for | Offer or the Offer less | Offer or the Offer less
allocation to QIBs. However, | allocation to QIB Bidders | allocation to QIB Bidders
5% of the QIB Portion | and Retail Individual Bidders | and Non-Institutional
(excluding the Anchor | shall be available for | Bidders shall be available for
Investor Portion) was made | allocation allocation

available for _alllocation
proportionately to Mutual
Funds only. Mutual Funds
participating in the Mutual
Fund Portion were also
eligible for allocation in the
remaining QIB Portion.
Unsubscribed portion in the
Mutual Fund Portion was
available to be added to the
QIB Portion (other than the
Anchor Investor Portion)

Percentage of Offer Size
available for
Allotment/allocation

 

Basis of Allotment/allocation
if respective category is
oversubscribed”

Proportionate as follows Allotment to each RIB shall
(excluding the Anchor not be less than the minimum
Investor Portion): Bid Lot, subject. to
availability of Equity Shares
in the Retail Portion and the

Proportionate

(a) 3885724 Equity Shares

were available for remaining available Equity
allocation © ona Shares, if any, shall be
proportionate basis to allocated _ proportionately.
Mutual Funds only; and See “Offer Procedure” on

page 411

(b) 7,382,856" Equity Shares
were available for
allocation = ona

proportionate basis to all
QIBs, including Mutual
Funds receiving allocation
as per (a) above

60% of the QIB Portion
(11,657,1414 Equity Shares)
was allocated ona
discretionary basis to Anchor
Investors, of which one-third
was available for allocation to
domestic Mutual Funds only,
subject to valid Bid received
from Mutual Funds at or
above the Anchor Investor
Allocation Price

 

Mode of Bidding

‘ASBA only" (excluding the
UPI Mechanism)

‘ASBA only (excluding the
UPI Mechanism)

ASBA only (including the
UPI Mechanism)

 

 

Minimum Bid

 

Such number of Equity Shares
that the Bid Amount exceeds
200,000 and in multiples of
85 Equity Shares thereafter

 

Such number of Equity
Shares that the Bid Amount
exceeds %200,000 and in
multiples of 85 Equity
Shares thereafter

 

85 Equity Shares

 

408

 
 

Maximum Bid

Such number of Equity Shares
in multiples of 85 Equity
Shares not exceeding the size
of the Offer, subject. to
applicable limits

 

Such number of Equity
Shares in multiples of 85
Equity Shares not exceeding
the size of the Offer
(excluding the QIB Portion),
subject to applicable limits

 

Such numberof Equity
Shares in multiples of 85
Equity Shares so that the Bid
Amount does not exceed
200,000

 

Bid Lot

{85 Equity Shares and in multiples of 85 Equity Shares thereafter

 

Allotment Lot

85 Equity Shares and in multiples of one Equity Share thereafter

 

 

 

Trading Lot ‘One Equity Share
Mode of Allotment ‘Compulsorily in dematerialized form
Who can apply Public financial institutions as Resident Indian individuals, Resident Indian individuals,

specified in Section 2(72) of
the Companies Act 2013,
scheduled commercial banks,
mutual funds registered with

Eligible NRIs, HUEs (in the
name of Karta), companies,
corporate bodies, scientific
institutions, societies, trusts

Eligible NRIs and HUFs (in
the name of Karta).

SEBI, eligible FPIs (other and FPIs who are
than individuals, corporate | individuals, corporate bodies
bodies and family offices), | and family offices

VCFs, AIFs, FVCIs registered
with the SEBI, multilateral
and bilateral development
financial institutions, state

industrial development
corporation, insurance
company registered with

IRDAI, provident fund with
minimum corpus of 250
million, pension fund with
minimum corpus of 250
million, National Investment
Fund set up by the
Government, insurance funds
set up and managed by army,
navy or air force of the Union
of India, insurance funds set
up and managed by the
Department of Posts, India
and Systemically Important
NBFCs.

 

 

 

 

Terms of Payment™

In case of Anchor Investors: Full Bid Amount was payable by the Anchor Investors at the time of
submission of their Bids

In case of all other Bidders: Full Bid Amount was required to be blocked by the SCSBs in the bank
account of the ASBA Bidder or by the Sponsor Bank through the UPI Mechanism, that is specified in the
ASBA Form at the time of submission of the ASBA Form.

 

 

‘Subject to finalization of the Basis of Allotment.
“Assuming full subscription in the Offer

@

2

(3)

@

©

©

Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs, allocated 60% of the QIB Portion to
Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor
Portion was required to be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price. See “Offer Procedure” on page 411.

Subject to valid Bids being received at or above the Offer Price. The Offer is being made in accordance with Rule 19(2)(b) of the
SCRR and under Regulation 6(1) of the SEBI ICDR Regulations.

Anchor Investors were not permitted to use the ASBA process.

In case of joint Bids, the Bid cum Application Form could contain only the name of the first Bidder whose name should also
appear as ihe first holder of the beneficiary account held in joint names. The signature of only such first Bidder was required in
the Bid cum Application Form and such first Bidder was deemed to have signed on behalf of the joint holders. Our Company
reserves the right to reject, in its absolute discretion, all or any multiple Bids, except as otherwise permitted, in any or all
categories. The Bidders were required to confirm and were deemed to have represented to our Company, the Selling
Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible
under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

Full Bid Amount was payable by the Anchor Investors at the time of submission of the Anchor Investor Application Form.

Subject to valid Bids having been received at or above the Offer Price, undersubscription, if any, in any category except the QIB
Portion, was allowed to be met with spill over from any other category or combination of categorises at the discretion of our
Company, in consultation with the Book Running Lead Managers and the Designated Stock Exchange, on a proportionate basis.
However, undersubscription, if any, in the QUB Portion was not allowed to be met with spill-over from other categories or a
combination of categories. For further details, see “Terms of the Offer” on page 402.

409

 
Withdrawal of the Offer

The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under
Regulation 45 of the SEBI ICDR Regulations is not fulfilled) Our Company and the Promoter Selling
Shareholder, in consultation with the BRLMs, reserve the right to not proceed with the Offer, in whole or part
thereof, after the Bid/Offer Opening Date but before the Allotment. In the event that our Company and the
Promoter Selling Shareholder, in consultation with the BRLMs, decide not to proceed with the Offer, our
Company shall issue a public notice in the newspapers in which the pre-Offer advertisements were published,
within two days of the Bid/Offer Closing Date or such other time as may be prescribed by the SEBI, providing
reasons for not proceeding with the Offer. In such event, the BRLMs through the Registrar to the Offer, shall
notify the SCSBs and the Sponsor Bank, to unblock the bank accounts of the ASBA Bidders within one
Working Day from the date of receipt of such notification and also inform the Banker to the Offer to process
refunds to the Anchor Investors, as the case may be. Our Company shall also inform the same to the Stock
Exchanges on which the Equity Shares are proposed to be listed.

Notwithstanding the foregoing, the Offer is also subject to obtaining (i) the final listing and trading approvals of
the Stock Exchanges, which our Company shall apply for after Allotment, and (ii) the final RoC approval of this
Prospectus after it is filed with the RoC. If our Company withdraws the Offer after the Bid/Offer Closing Date
and thereafter determines that it will proceed with a public offering of Equity Shares, our Company shall file a
fresh draft red herring prospectus with the SEBI.

410
OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued
in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars (the “General Information Document”), which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the
SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum
Application Form. The General Information Document is also available on the websites of the Stock Exchanges
and the BRLMs. Please refer to the relevant provisions of the General Information Document which are
applicable to the Offer, including in relation to the process for Bids by Retail Individual Bidders through the
UPI Mechanism.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
Category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price
discovery and allocation; (iv) Payment Instructions for ASBA Bidders; (v) Issuance of CAN and allotment in the
Offer; (vi) General instructions (limited to instructions for completing the Bid cum Application Form); (vii)
Submission of Bid cum Application Form; (viii) Other Instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (ix) applicable
provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (x) mode of making
refunds; (xi) Designated Date; (xii) disposal of applications; and (xiii) interest in case of delay in allotment or
refund.

The SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment
mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a
phased manner. From January 1, 2019, the UPI Mechanism for Retail Individual Bidders applying through
Designated Intermediaries was made effective along with the existing process and existing timeline of T+6 days.
(‘UPI Phase I”). The UPI Phase I was effective until June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect
to Bids by Retail Individual Bidders through Designated Intermediaries (other than SCSBs), the existing process
of physical movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been
discontinued and only the UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a
period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”), with
effect from July 1, 2019, by SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, read with
circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Subsequently, however, SEBI vide its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for
implementation of UPI Phase II until further notice. The final reduced timeline of T+3 days will be made
effective using the UPI Mechanism for applications by Retail Individual Bidders (“UPI Phase HI”), as may be
prescribed by the SEBI. The Offer will be undertaken pursuant to the processes and procedures under UPI
Phase II, subject to any circulars, clarification or notification issued by the SEBI from time to time. Further,
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI
circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47_ dated March 31, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 has introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. This circular has come into
force for initial public offers opening on or after May 1, 2021 and the provisions of this circular are deemed to
form part of Prospectus.

Bidders were advised to make their independent investigations and ensure that their Bids were submitted in
accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and this
Prospectus.

Book Building Procedure
The Offer was made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in accordance
with Regulation 6(1) of the SEBI ICDR Regulations wherein not more than 50% of the Offer was made

available for allocation on a proportionate basis to QIBs. Our Company and the Promoter Selling Shareholder,
in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis.

411
in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion was reserved for
domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the
Anchor Investor Allocation Price. Further, 5% of the Net QIB Portion was made available for allocation on a
proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB Portion was made
available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual
Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of the Offer
was made available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of
the Offer was made available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price.

Under-subscription, if any, in any category, except in the QIB Portion, was allowed to be met with spill over
from any other category or combination of categories of Bidders at the discretion of our Company and the
Promoter Selling Shareholder, in consultation with the BRLMs and the Designated Stock Exchange subject to
receipt of valid Bids received at or above the Offer Price. Under-subscription, if any, in the QIB Portion, was.
not allowed to be met with spill-over from any other category or a combination of categories.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in
dematerialized form. The Bid cum Application Forms which do not have the details of the Bidders’
depository account, including DP ID, Client ID, the PAN and UPI ID, for Retail Individual Bidders
Bidding in the Retail Portion using the UPI Mechanism, shall be treated as incomplete and will be
rejected. Bidders will not have the option of being Allotted Equity Shares in physical form. However, they
may get their Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer,
subject to applicable laws.

Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA)
for applications by Retail Individual Bidders through Designated Intermediaries with the objective to reduce the
time duration from public issue closure to listing from six Working Days to up to three Working Days.
Considering the time required for making necessary changes to the systems and to ensure complete and smooth
transition to the UPI payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three
phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase | was extended till
June 30, 2019. Under this phase, an RIB had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Under this phase, submission of the ASBA Form by
Retail Individual Bidders through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of
funds has been discontinued and replaced by the UPI Mechanism. However, the time duration from public issue
closure to listing continues to be six Working Days during this phase. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II till further notice.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from
public issue closure to listing would be reduced to three Working Days.

The Offer was made under UPI Phase II of the UPI Circulars.

All SCSBs offering the facility of making applications in public issues shall also provide the facility to make
application using UPI. The Company was required to appoint one of the SCSBs as a Sponsor Bank to act as a

412
conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/ or payment
instructions of the Retail Individual Bidders using the UPI.

For further details, refer to the “General Information Document” available on the websites of the Stock
Exchanges and the BRLMs.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will be
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form will also be available for download on the websites of NSE
(www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. Anchor Investors are not permitted to participate in the Offer through the ASBA process. The Retail
Individual Bidders Bidding in the Retail Portion can additionally Bid through the UPI Mechanism.

Retail Individual Bidders Bidding in the Retail Portion using the UPI Mechanism must provide the valid UPI ID
in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does:
not contain the UPI ID are liable to be rejected.

ASBA Bidders (other than Retail Individual Bidders using UPI Mechanism) must provide bank account details
and authorization to block funds in their respective ASBA Accounts in the relevant space provided in the ASBA
Form and the ASBA Forms that do not contain such details are liable to be rejected.

ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA.
Forms not bearing such specified stamp are liable to be rejected. Retail Individual Bidders Bidding in the Retail
Portion using UPI Mechanism, could submit their ASBA Forms, including details of their UPI IDs, with the
Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. Retail Individual Bidders authorizing
an SCSB to block the Bid Amount in the ASBA Account could submit their ASBA Forms with the SCSBs.
ASBA Bidders were required to ensure that the ASBA Account has sufficient credit balance such that an
amount equivalent to the full Bid Amount could be blocked by the SCSB or the Sponsor Bank, as applicable at
the time of submitting the Bid.

The prescribed color of the Bid cum Application Form for the various categories is as disclosed below.

 

 

 

 

 

 

 

 

Color of Bid cum Application
Category Form
[Resident Indians, including resident QIBs, Non-Institutional Investors, Retail Individual Bidders and White
[Eligible NRIs applying on a non-repatriation basis
[Non-Residents including Eligible NRIs, FVCIs, FPIs, registered multilateral and bilateral development Blue
financial institutions applying on a repatriation basis
[Anchor Investors White
” Excluding electronic Bid cum Application Form
Notes:
@ Electronic Bid Cum Application Forms will also be available for download on the website of the NSE (www.nseindia.com) and
the BSE (www.bseindia.com).
2 Bid cum Application Forms for Anchor Investors will be made available at the office of the BRLMs.

In case of ASBA forms, the relevant Designated Intermediaries were required to upload the relevant bid details
in the electronic bidding system of the Stock Exchanges. For Retail Individual Bidders using UPI Mechanism,
the Stock Exchanges were required to share the Bid details (including UPI ID) with the Sponsor Bank on a
continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to Retail Individual Bidders for
blocking of funds. For ASBA Forms (other than UPI Mechanism) Designated Intermediaries (other than
SCSBs) were required to submit/ deliver the ASBA Forms to the respective SCSB where the Bidder has an
ASBA bank account and were required to not submit it to any non-SCSB bank or any Escrow Collection Bank.

For Retail Individual Bidders using UPI Mechanism, the Stock Exchanges were required to share the Bid details.

(including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI
Mandate Request to Retail Individual Bidders for blocking of funds. The Sponsor Bank was required to initiate

413
request for blocking of funds through NPCI to Retail Individual Bidders, who would accept the UPI Mandate
Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank
account. The NPCI was required to maintain an audit trail for every bid entered in the Stock Exchanges bidding
platform, and the liability to compensate Retail Individual Bidders (using the UPI Mechanism) in case of failed
transactions shall be with the concerned entity (i.e. the Sponsor Bank, NPCI or the bankers to an issue) at whose
end the lifecycle of the transaction has come to a halt. The NPCI was required to share the audit trail of all
disputed transactions/ investor complaints to the Sponsor Bank and the Banker to the Offer. The BRLMs were
also be required to obtain the audit trail from the Sponsor Bank and the Banker to the Offer for analyzing the
same and fixing liability. For ensuring timely information to investors, SCSBs were required to send SMS alerts.
as specified in the March 16 Circular, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021.

Electronic registration of Bids

a) The Designated Intermediary could register the Bids using the on-line facilities of the Stock
Exchanges. The Designated Intermediaries could also set up facilities for off-line electronic registration
of Bids, subject to the condition that they could subsequently upload the off-line data file into the on-
line facilities for Book Building on a regular basis before the closure of the Offer.

b) On the Bid/Offer Closing Date, the Designated Intermediaries could upload the Bids till such time as
may be permitted by the Stock Exchanges and as disclosed in this Prospectus.

c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given till 1:00 pm on the next Working Day following the Bid/Offer
Closing Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer
Period after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for
further processing.

Participation by our Promoters, the Promoter Group, the BRLMs, the Syndicate Members, associates,
and affiliates of the BRLMs and the Syndicate Members

The BRLMs and the Syndicate Members are not allowed to subscribe to or purchase the Equity Shares in the
Offer in any manner, except towards fulfilling their underwriting obligations. However, the associates and
affiliates of the BRLMs and the Syndicate Members could Bid for Equity Shares in the Offer, either in the QIB
Portion or in the Non-Institutional Portion as was applicable to such Bidders, where the allocation is on a
proportionate basis and such subscription or purchase could be on their own account or on behalf of their
clients. All categories of investors, including associates or affiliates of the BRLMs and Syndicate Members,
shall be treated equally for the purpose of allocation to be made on a proportionate basis.

Neither the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs
sponsored by the entities which are associate of the BRLMs or FPIs other than individuals, corporate bodies and
family offices sponsored by the entities which are associates of the BRLMs) could apply in the Offer under the
Anchor Investor Portion.

Further, except for the sale of Equity Shares by Mr. Ravi B. Goyal in the Offer, the Promoters and members of
the Promoter Group could not participate by applying for Equity Shares in the Offer. Further, persons related to
our Promoters and Promoter Group could not apply in the Offer under the Anchor Investor Portion.

Further, an Anchor Investor was deemed to be an associate of the BRLMs, if: (a) either of them controls,
directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the
other; or (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises
control over the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor
Investor and the BRLMs.

Bids by Mutual Funds

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With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was required to be
lodged along with the Bid cum Application Form. Failing this, our Company and the Promoter Selling
Shareholder, in consultation with the BRLMs, reserve the right to reject any Bid without assigning any reason
thereof.

Bids made by asset management companies or custodians of Mutual Funds were required to specifically state
names of the concerned schemes for which such Bids were made.

In case of a Mutual Fund, a separate Bid could be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Bids in respect of more than one scheme of the Mutual Fund were not treated as multiple
Bids provided that the Bids clearly indicate the scheme concerned for which the Bid had been made.

No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments
of any single company provided that the limit of 10% shall not be applicable for investments in case of index
funds or sector or industry specific schemes. No Mutual Fund under all its schemes should own more than 10%
of any company’s paid-up share capital carrying voting rights.

Bids by HUFs

Bids by Hindu Undivided Families or HUFs, were required to be made in the individual name of the Karta. The
Bidder was required to specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder: XYZ Hindu Undivided Family applying
through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs were to be considered at par
with Bids/Applications from individuals.

Bids by Eligible NRIs

Eligible NRIs could obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids.
accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms could
authorize their SCSB (if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate
Request (in case of Bidding through the UPI Mechanism) to block their Non-Resident External (“NRE”)
accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding on a non-
repatriation basis by using Resident Forms could authorize their SCSB (if they are Bidding directly through
SCSB) or confirm or accept the UPI Mandate Request (in case of Bidding through the UPI Mechanism) to block
their Non-Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the
Bid cum Application Form. Participation of Eligible NRIs in the Offer was subject to the FEMA Rules.

Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents
(White in color). Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application
Form meant for Non-Residents (Blue in color).

NRIs were permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circular).
Further, subject to applicable law, NRIs could use Channel IV (as specified in the UPI Circular) to apply in the
Offer, provided the UPI facility is enabled for their NRE/ NRO accounts.

NRIs applying in the Offer using UPI Mechanism were advised to enquire with the relevant bank whether their
bank account is UPI linked prior to making such application. For details of investment by NRIs, see
“Restrictions on Foreign Ownership of Indian Securities” on page 430. Participation of eligible NRIs shall be
subject to FEMA Non-debt Instruments Rules.

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Bids by FPIs

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which
means the same multiple entities having common ownership directly or indirectly of more than 50% or common
control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-debt
Instruments Rules, with effect from April 1, 2020, the aggregate FPI investment limit is the sectoral cap
applicable to an Indian company as prescribed in the FEMA Non-debt Instruments Rules with respect to its
paid-up equity capital on a fully diluted basis. Currently, the sectoral cap is 100% and accordingly, the
applicable limit with respect to our Company is 100%.

FPIs were permitted to participate in the Offer subject to compliance with conditions and restrictions which may
be specified by the Government from time to time. In case of Bids made by FPIs, a certified copy of the
certificate of registration issued under the SEBI FPI Regulations was required to be attached to the Bid cum
Application Form, failing which our Company reserves the right to reject any Bid without assigning any reason.
FPIs who wish to participate in the Offer were advised to use the Bid cum Application Form for Non-Residents
(blue in colour).

In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs
shall be included.

The FEMA NDI Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017, except as respects things
done or omitted to be done before such supersession. FPIs were permitted to participate in the Offer subject to
compliance with conditions and restrictions which may be specified by the Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 21 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore
derivative instruments(as defined under the SEBI FPI Regulations as any instrument, by whatever name called,
which is issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly,
only in the event (i) such offshore derivative instruments are issued only by persons registered as Category I
FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for registration as Category I
FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’ norms; and
(iv) such other conditions as may be specified by SEBI from time to time.

An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative
instruments issued by, or on behalf of it subject to, inter alia, the following conditions:

@ such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and

(ii) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore
derivative instruments are to be transferred are pre-approved by the FPI.

Bids by FPIs which utilise the multi investment manager structure in accordance with the Operational
Guidelines for Foreign Portfolio Investors and Designated Depository Participants issued to facilitate
implementation of the SEBI FPI Regulations (the “Operational FPI Guidelines”), submitted with the same
PAN but with different beneficiary account numbers, Client IDs and DP IDs shall not be treated as multiple
Bids (“MIM Bids”). As specified in 4.1.4.2 (b)(i) and 4.1.4.2 (c)(iv) of the General Information Document, it
hereby clarified that FPIs bearing the same PAN may be treated as multiple Bids by a Bidder and may be
rejected, except for Bids from FPIs that utilise the multi investment manager structure in accordance with the
Operational FPI Guidelines (such structure referred to as “MIM Structure”). In order to ensure valid Bids, FPIs
making MIM Bids using the same PAN and with different beneficiary account numbers, Client IDs and DP IDs,
were required to submit a confirmation that their Bids are under the MIM Structure and indicate the name of
their investment managers in such confirmation which was to be submitted along with each of their Bid cum
Application Forms. In the absence of such confirmation from the relevant FPIs, such MIM Bids shall be
rejected.

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Further, in the following cases, the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM
Structure and indicating the name of their respective investment managers in such confirmation; (ii) offshore
derivative instruments (“ODI”) which have obtained separate FPI registration for ODI and proprietary
derivative investments; (iii) sub funds or separate class of investors with segregated portfolio who obtain
separate FPI registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a
collective investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences
and managed by a single investment manager; (v) multiple branches in different jurisdictions of foreign bank
registered as FPIs; (vi) Government and Government related investors registered as Category 1 FPIs; and (vii)
Entities registered as Collective Investment Scheme having multiple share classes.

Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB
Bidder could not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by
an FPI Bidder utilising the MIM Structure shall be aggregated for determining the permissible maximum Bid.
Further, please note that as disclosed in the Red Herring Prospectus read with the General Information
Document, Bid Cum Application Forms are liable to be rejected in the event that the Bid in the Bid cum
Application Form “exceeds the Offer size and/or investment limit or maximum number of the Equity Shares that
can be held under applicable laws or regulations or maximum amount permissible under applicable laws or
regulations, or under the terms of the Red Herring Prospectus.”

For example, an FPI was required to ensure that any Bid by a single FPI and/ or an investor group (which means
the same multiple entities having common ownership directly or indirectly of more than 50% or common
control) (collective, the “FPI Group”) shall be below 10% of the total paid-up Equity Share capital of our
Company on a fully diluted basis. Any Bids by FPIs and/ or the FPI Group (including but not limited to (a) FPIs
Bidding through the MIM Structure; or (b) FPIs with separate registrations for offshore derivative instruments.
and proprietary derivative instruments) for 10% or more of our total paid-up post-Offer Equity Share capital
shall be liable to be rejected.

Bids by SEBI-registered AIFs, VCFs and FVCIs

The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the
investment restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. FVCIs can invest only
up to 33.33% of the investible funds by way of subscription to an initial public offering. Category I AIF and
Category II AIF cannot invest more than 25% of the investible funds in one investee company directly or
through investment in the units of other AIFs. A Category III AIF cannot invest more than 10% of the investible
funds in one investee company directly or through investment in the units of other AIFs. AIFs which are
authorized under the fund documents to invest in units of AIFs are prohibited from offering their units for
subscription to other AIFs. A VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations,
cannot invest more than 1/3" of its investible funds by way of subscription to an initial public offering of a
venture capital undertaking. Additionally, a VCF that has not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the SEBI VCF Regulations (and accordingly shall not be allowed
to participate in the Offer) until the existing fund or scheme managed by the fund is wound up and such funds.
shall not launch any new scheme after the notification of the SEBI AIF Regulations.

There was no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis.
with other categories for the purpose of allocation.

Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding Equity Shares prior
to the Offer, shall be locked-in for a period of at least six months from the date of purchase of such Equity
Shares.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

The Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the
Bidder on account of conversion of foreign currency.

Bids by Limited Liability Partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,

2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008,

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must be attached to the Bid cum Application Form. Failing this, our Company and the Promoter Selling
Shareholder, in consultation with the BRLMs, reserve the right to reject any Bid without assigning any reason
thereof.

Bids by Banking Companies

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee were
required to be attached to the Bid cum Application Form. Failing this, our Company and the Promoter Selling
Shareholder, in consultation with the BRLMs, reserve the right to reject any Bid without assigning any reason
thereof. The investment limit for banking companies in non-financial services companies as per the Banking
Regulation Act, the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, as
amended and Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended, is 10% of the
paid up share capital of the investee company, not being its subsidiary engaged in non-financial services, or
10% of the bank’s own paid-up share capital and reserves, whichever is lower.

However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid
up share capital of such investee company, subject to prior approval of the RBI if (i) the investee company is
engaged in non-financial activities permitted for banking companies in terms of Section 6(1) of the Banking
Regulation Act; or (ii) the additional acquisition is through restructuring of debt, or to protect the banking
company’s interest on loans/investments made to a company. The bank is required to submit a time bound
action plan to the RBI for the disposal of such shares within a specified period. The aggregate investment by a
banking company along with its subsidiaries, associates or joint ventures or entities directly or indirectly
controlled by the bank; and mutual funds managed by asset management companies controlled by the bank,
more than 20% of the investee company’s paid up share capital engaged in non-financial services. However,
this cap doesn’t apply to the cases mentioned in (i) and (ii) above. The aggregate equity investments made by a
banking company in all subsidiaries and other entities engaged in financial services and non-financial services,
including overseas investments shall not exceed 20% of the bank’s paid-up share capital and reserves.

Bids by SCSBs

SCSBs participating in the Offer were required to comply with the terms of the circulars issued by the SEBI
dated September 13, 2012 and January 2, 2013. Such SCSBs are required to ensure that for making applications
on their own account using ASBA, they should have a separate account in their own name with any other SEBI
registered SCSBs. Further, such account was required to be used solely for the purpose of making application in
public issues and clear demarcated funds should be available in such account for such applications.

Bids by Systemically Important NBFCs

In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the
certificate of registration issued by RBI, (ii) the last audited financial statements on a standalone basis, (iii) a net
worth certificate from its statutory auditors, and (iv) such other approval as may be required by the Systemically
Important NBFCs were required to be attached to the Bid cum Application Form. Failing this, our Company and
the Promoter Selling Shareholder, in consultation with the BRLMs, reserve the right to reject any Bid without
assigning any reason thereof.

Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations,
directions, guidelines and circulars issued by the RBI from time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Bids by Insurance Companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI was required to be attached to the Bid cum Application Form. Failing this, our
Company and the Promoter Selling Shareholder, in consultation with the BRLMs, reserve the right to reject any

Bid without assigning any reason thereof.

The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, based on investments.
in equity shares of the investee company, the entire group of the investee company and the industry sector in

418
which the investee company operates. Insurance companies participating in the Offer are advised to refer to the
IRDAI Investment Regulations for specific investment limits applicable to them and comply with all applicable
regulations, guidelines and circulars issued by the IRDAI from time to time.

Bids by Provident Funds/Pension Funds

In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus.
of 2250 million, a certified copy of a certificate from a chartered accountant certifying the corpus of the
provident fund/pension fund was required to be attached to the Bid cum Application Form. Failing this, our
Company and the Promoter Selling Shareholder, in consultation with the BRLMs, reserve the right to reject any
Bid without assigning any reason thereof.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, eligible FPIs, Mutual Funds, Systemically Important NBFCs, insurance companies, insurance funds
set up by the army, navy or air force of the Union of India, insurance funds set up by the Department of Posts,
India, or the National Investment Fund and provident funds with a minimum corpus of %250 million (subject to
applicable law) and pension funds with a minimum corpus of 2250 million, a certified copy of the power of
attorney or the relevant resolution or authority, as the case may be, along with a certified copy of the
memorandum of association and articles of association and/or bye laws was required to be lodged along with the
Bid cum Application Form. Failing this, our Company and the Promoter Selling Shareholder, in consultation
with the BRLMs, reserve the right to accept or reject any Bid in whole or in part, in either case without
assigning any reason therefor.

Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs, in their absolute
discretion, reserve the right to relax the above condition of simultaneous lodging of the power of attorney along
with the Bid cum Application Form subject to the terms and conditions that our Company and the Promoter
Selling Shareholder, in consultation with the BRLMs, may deem fit.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer.
Bids by Anchor Investors

In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are
provided below.

1) Anchor Investor Application Forms were made available for the Anchor Investor Portion at the offices
of the BRLMs.

2) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds
2100 million. A Bid could not be submitted for over 60% of the QIB Portion. In case of a Mutual Fund,
separate Bids by individual schemes of a Mutual Fund were aggregated to determine the minimum
application size of 2100 million.

3) One-third of the Anchor Investor Portion was reserved for allocation to domestic Mutual Funds.
4) Bidding for Anchor Investors will open one Working Day before the Bid/ Offer Opening Date.

5) Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs finalized the
allocation to the Anchor Investors on a discretionary basis. The minimum number of Allottees in the
Anchor Investor Portion is not less than: (a) maximum of two Anchor Investors, where allocation
under the Anchor Investor Portion is up to 2100 million; (b) minimum of two and maximum of 15
Anchor Investors, where the allocation under the Anchor Investor Portion is more than 2100 million
but up to 22,500 million, subject to a minimum Allotment of %50 million per Anchor Investor; and (c)
in case of allocation above 22,500 million under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to 22,500 million, and an additional
10 Anchor Investors for every additional 22,500 million, subject to minimum allotment of 750 million
per Anchor Investor.

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6) Allocation to Anchor Investors was completed on the Anchor Investor Bidding Date. The number of
Equity Shares allocated to Anchor Investors and the price at which the allocation was made, was made
available in the public domain by the BRLMs before the Bid/ Offer Opening Date, through intimation
to the Stock Exchanges.

7) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the
Bid.

8) Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from
the date of Allotment.

9) Neither the BRLMs or any associate of the BRLMs (other than mutual funds sponsored by entities
which are associate of the BRLMs or insurance companies promoted by entities which are associate of
the BRLMs or Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the
BRLMs or FPIs, other than individuals, corporate bodies and family offices, sponsored by the entities
which are associate of the BRLMs) shall apply under the Anchor Investors category.

10)

Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders
and the BRLMs are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of the Red Herring Prospectus or this Prospectus. Bidders
are advised to make their independent investigations and ensure that any single Bid from them does not
exceed the applicable investment limits or maximum number of the Equity Shares that can be held by
them under applicable law or regulation or as specified in the Red Herring Prospectus or this Prospectus.

For more information, please read the General Information Document.
Information for Bidders

The relevant Designated Intermediary was required to enter a maximum of three Bids at different price levels
opted in the Bid cum Application Form and such options were required not to be considered as multiple Bids. It
was the Bidder’s responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary.
The registration of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be
allocated/Allotted. Such Acknowledgement Slip was non-negotiable and by itself did not create any obligation
of any kind. When a Bidder revises his or her Bid, he /she was required to surrender the earlier
Acknowledgement Slip and could request for a revised acknowledgment slip from the relevant Designated
Intermediary as proof of his or her having revised the previous Bid. In relation to electronic registration of Bids,
the permission given by the Stock Exchanges to use their network and software of the electronic bidding system
should not in any way be deemed or construed to mean that the compliance with various statutory and other
requirements by our Company, the Selling Shareholders and/or the BRLMs are cleared or approved by the
Stock Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of
compliance with the statutory and other requirements, nor does it take any responsibility for the financial or
other soundness of our Company, the management or any scheme or project of our Company; nor does it in any
manner warrant, certify or endorse the correctness or completeness of any of the contents of the Draft Red
Herring Prospectus, the Red Herring Prospectus or this Prospectus; nor does it warrant that the Equity Shares
will be listed or will continue to be listed on the Stock Exchanges.

General Instructions

Do’s:

A. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should
submit their Bids through the ASBA process only;

B. Ensure that you have Bid within the Price Band;

C.. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

420
Ensure that you (other than the Anchor Investors) have mentioned the correct details of your ASBA
Account (i.e. bank account number) in the Bid cum Application Form if you are not a RIB using the
UPI Mechanism in the Bid cum Application Form and if you are a RIB using the UPI Mechanism
ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including
the handle), in the Bid cum Application Form;

Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is
submitted to the Designated Intermediary at the Bidding Center (except in case of electronic Bids)
within the prescribed time. Bidders (other than Anchor Investors) shall submit the Bid cum Application
Form in the manner set out in the General Information Document;

Retail Individual Bidders Bidding shall ensure that they use only their own ASBA Account or only
their own bank account linked UPI ID (only for Retail Individual Bidders using the UPI Mechanism) to
make an application in the Issue and not ASBA Account or bank account linked UPI ID of any third
party;

Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to any of the Designated Intermediaries;

Retail Individual Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate
Member, Registered Brokers, RTAs or CDPs and should ensure that the ASBA Form contains the
stamp of such Designated Intermediary;

Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application
Forms. Ensure that you have mentioned the correct bank account number in the Bid cum Application
Form;

Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s)
in which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid
cum Application Form should contain the name of only the First Bidder whose name should also
appear as the first holder of the beneficiary account held in joint names;

Ensure that you request for and receive a stamped Acknowledgment Slip in the form of a counterfoil or
acknowledgment specifying the application number as a proof of having accepted the of the Bid cum
Application Form for all your Bid options from the concerned Designated Intermediary;

Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the
original Bid was placed, and obtain a revised Acknowledgment Slip;

Retail Individual Bidders not using the UPI Mechanism, should submit their Bid cum Application
Form directly with SCSBs and/or the designated branches of SCSBs;

Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the circular (No. MRD/DoP/Cir-20/2008) dated June 30, 2008 issued by the
SEBI, may be exempt from specifying their PAN for transacting in the securities market, (ii) submitted
by investors who are exempt from the requirement of obtaining/specifying their PAN for transacting in
the securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of the
SEBI circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the
securities market, all Bidders should mention their PAN allotted under the Income Tax Act. The
exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the
respective depositories confirming the exemption granted to the beneficiary owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the
case of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other
applications in which PAN is not mentioned will be rejected;

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Ensure that thumb impressions and signatures other than in the languages specified in the Eighth
Schedule to the Constitution of India are attested by a Magistrate or a Notary Public or a Special
Executive Magistrate under official seal;

Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;

Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc., the
relevant documents, including a copy of the power of attorney, if applicable, are submitted;

Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and
Indian laws;

Since the Allotment will be in demat form only, ensure that the depository account is active, the correct
DP ID, Client ID, the PAN, and UPI ID (for Retail Individual Bidders bidding through UPI
mechanism) and PAN are mentioned in their Bid cum Application Form and that the name of the
Bidder, the DP ID, Client ID, UPI ID (for ASBA Bidders bidding through UPI mechanism) and the
PAN entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for ASBA Bidders
bidding through UPI mechanism) and PAN available in the Depository database;

In case of QIBs and Non-Institutional Bidders, ensure that while Bidding through a Designated
Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre and that
the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named at least
one branch at that location for the Designated Intermediary to deposit ASBA Forms (a list of such
branches is available on the website of SEBI at http://www.sebi.gov.in);

The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI
ID for the purposes of making Application in the Issue, which is UPI 2.0 certified by NPCI;

Bidders (except Retail Individual Bidders Bidding through the UPI Mechanism) should instruct their
respective banks to release the funds blocked in the ASBA account under the ASBA process. In case of
Retail Individual Bidders, once the Sponsor Bank issues the Mandate Request, the Retail Individual
Bidders would be required to proceed to authorize the blocking of funds by confirming or accepting the
UPI Mandate Request to authorize the blocking of funds equivalent to application amount and
subsequent debit of funds in case of Allotment, in a timely manner;

Retail Individual Bidders bidding using the UPI Mechanism should mention valid UPI ID of only the
Bidder (in case of single account) and of the first Bidder (in case of joint account) in the Bid cum
Application Form;

Ensure that when applying in the Offer using the UPI Mechanism, the name of your SCSB appears in
the list of SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the
name of the app and the UPI handle being used for making the application is also appearing in
Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;

Retail Individual Bidders who wish to revise their Bids using the UPI Mechanism, should submit the
revised Bid with the Designated Intermediaries, pursuant to which Retail Individual Bidders should
ensure acceptance of the UPI Mandate Request received from the Sponsor Bank to authorize blocking
of funds equivalent to the revised Bid Amount in the RIB’s ASBA Account;

Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;

FPIs making MIM Bids using MIM Structure using the same PAN, and different beneficiary account
numbers, Client IDs and DP IDs, are required to submit a confirmation that their Bids are under the
MIM structure and indicate the name of their investment managers in such confirmation which shall be
submitted along with each of their Bid cum Application Forms. In the absence of such confirmation
from the relevant FPIs, such MIM Bids shall be rejected;

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BB.

ce.

DD.

EE.

FF.

GG.

HH.

Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such
FPIs utilise the MIM Structure and such Bids have been made with different beneficiary account
numbers, Client IDs and DP IDs;

Bidders through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by
opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI Mandate
Request using his/her/its UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a RIB
may be deemed to have verified the attachment containing the application details of the RIB in the UPI
Mandate Request and have agreed to block the entire Bid Amount and authorized the Sponsor Bank to
block the Bid Amount mentioned in the Bid Cum Application Form;

Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to
12:00 p.m. of the Working Day immediately after the Bid/ Offer Closing Date;

Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices who are FPIs
and registered with SEBI for a Bid Amount of less than 200,000 would be considered under the Retail
Category for the purposes of allocation and Bids for a Bid Amount exceeding %200,000 would be
considered under the Non-Institutional Category for allocation in the Offer;

Ensure that you have correctly signed the authorization/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorization to the SCSB or the Sponsor Bank, as applicable, via
the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned
in the Bid cum Application Form, as the case may be, at the time of submission of the Bid. In case of
Retail Individual Bidders submitting their Bids and participating in the Offer through the UPI
Mechanism, ensure that you authorize the UPI Mandate Request raised by the Sponsor Bank for
blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;

Ensure that the Demographic Details are updated, true and correct in all respects; and
Ensure that your PAN is linked with your Aadhaar card, and that you are in compliance with

notification dated February 13, 2020 and press release dated June 25, 2021, each issued by the Central
Board of Direct Taxes.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019 is liable to be rejected.

Don’ts:

A.

Do not Bid for lower than the minimum Bid size;

Do not submit a Bid using UPI ID, if you are not an RIB;

Do not Bid/revise the Bid Amount to less than the Floor Price or higher than the Cap Price;
Do not Bid for a Bid Amount exceeding %200,000 (for Bids by Retail Individual Bidders);
Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

Do not pay the Bid Amount in cheques, demand drafts, cash, money order, postal order or by stock
invest;

Do not send Bid cum Application Forms by post; instead submit the same to the Designated
Intermediary only;

Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;

Do not instruct your respective banks to release the funds blocked in the ASBA Account under the
ASBA process;

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BB.

eG:

Do not submit the Bid for an amount more than funds available in your ASBA account;

Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or
the Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Bidders
can revise or withdraw their Bids on or before the Bid/Offer Closing Date;

Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the
case may be, after you have submitted a Bid to any of the Designated Intermediary;

Do not Bid for Equity Shares in excess of what is specified for each category;

In case of ASBA Bidders and Retail Individual Bidders using UPI mechanism, do not submit more
than one Bid cum Application Form per ASBA Account or UPI ID, respectively.;

Do not make the Bid cum Application Form using third party bank account or using third party linked
bank account UPI ID;

Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a color prescribed for another category of Bidder;

Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;

Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);

Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for exceeds the
Offer size and/or investment limit or maximum number of the Equity Shares that can be held under the
applicable laws or regulations, or under the terms of the Red Herring Prospectus;

Do not submit the General Index Register (GIR) number instead of the PAN;

Do not submit incorrect details of the DP ID, Client ID, the PAN and UPI ID, if applicable, or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the

Registrar to the Offer;

Do not submit the ASBA Forms to any Designated Intermediary that is not authorized to collect the
relevant ASBA Forms or to our Company;

Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding
Centres. If you are RIB and are using UPI mechanism, do not submit the ASBA Form directly with
SCSBs;

Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA account;

Anchor Investors should not bid through the ASBA process;
Anchor Investors should submit Anchor Investor Application Form only to the BRLMs;
Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;

Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the
case may be, after you have submitted a Bid to any of the Designated Intermediaries;

Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCL in case of Bids submitted by Retail Individual Bidders using the UPI Mechanism;

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DD. _ Retail Individual Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using
a bank account of an SCSB or a bank which is not mentioned in the list provided in the SEBI website is
liable to be rejected;

EE. Do not submit more than one Bid cum Application Form for each UPI ID in case of Retail Individual
Bidders Bidding using the UPI Mechanism;

FF. Do not Bid if you are an OCB.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

Further, in case of any pre-Offer or post-Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details
of the Company Secretary and Compliance Officer, see “General Information” on page 71.

 

For helpline details of the §BRLMs pursuant to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see “General Information” on page 72.

Grounds for Technical Rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information
Document, Bidders are requested to note that Bids maybe rejected on the following additional technical
grounds:

1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;

2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;

3. Bids submitted on a plain paper;

4. Bids submitted by Retail Individual Bidders using the UPI Mechanism through an SCSBs and/or using a
mobile application or UPI handle, not listed on the website of SEBI;

5. Bids under the UPI Mechanism submitted by Retail Individual Bidders using third party bank accounts or
using a third party linked bank account UPI ID (subject to availability of information regarding third
party account from Sponsor Bank);

6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;

7. Bids submitted without the signature of the First Bidder or sole Bidder;

8. The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;

9. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;

10. GIR number furnished instead of PAN;
11. Bids by Retail Individual Bidders with Bid Amount of a value of more than 200,000;

12.Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;

13. Bids accompanied by stock invest, money order, postal order or cash; and
14. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional

Bidders uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by Retail Individual Bidders
uploaded after 5.00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchanges.

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Further, Investors shall be entitled to compensation in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31; 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in case of delays in resolving investor grievances in
relation to blocking/unblocking of funds.

In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through
the UPI Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Bidder shall be compensated at a
uniform rate of 2100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which
the request for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the
date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for
amounts blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate 7100 per day
or 15% per annum of the total cumulative blocked amount except the original application amount, whichever is.
higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any
blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of 2100 per
day or 15% per annum of the difference in amount, whichever is higher from the date on which such excess
amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of non-allotted/ partially
allotted Bids, exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated
at a uniform rate of 2100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire
duration of delay exceeding four Working Days from the Bid/ Offer Closing Date by the SCSB responsible for
causing such delay in unblocking. The post Offer BRLMs shall be liable for compensating the Bidder at a
uniform rate of 2100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt
of the Investor grievance until the date on which the blocked amounts are unblocked.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorized employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall
ensure that the Basis of Allotment is finalized in a fair and proper manner in accordance with the procedure
specified in the SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares through the Red Herring Prospectus
and this Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than
one per cent of the Offer may be made for the purpose of making allotment in minimum lots.

The allotment of Equity Shares to Bidders other than to the Retail Individual Bidders and Anchor Investors shall
be on a proportionate basis within the respective investor categories and the number of securities allotted shall
be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application size
as determined and disclosed.

The allotment of Equity Shares to each Retail Individual Bidder shall not be less than the minimum bid lot,
subject to the availability of shares in Retail Individual Bidders Portion, and the remaining available shares, if
any, shall be allotted on a proportionate basis.

Payment into Escrow Account(s) for Anchor Investors

Our Company and the Promoter Selling Shareholder, in consultation with the BRLMs, in their absolute
discretion, decided the list of Anchor Investors to whom the CAN was sent, pursuant to which the details of the
Equity Shares allocated to them in their respective names was notified to such Anchor Investors. For Anchor
Investors, the payment instruments for payment into the Escrow Account(s) were required to be drawn in favor
of:

(a) In case of resident Anchor Investors: “AGS TRANSACT TECHNOLOGIES LIMITED - ANCHOR R
ACCOUNT”; and

(b) In case of Non-Resident Anchor Investors: “AGS TRANSACT TECHNOLOGIES LIMITED -
ANCHOR NR ACCOUNT”.

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Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been established
as an arrangement between our Company, the Selling Shareholders and the Syndicate, the Escrow Collection
Bank and the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Our Company, after filing the Red Herring Prospectus with the RoC, published a pre-Offer advertisement, in the
form prescribed by the SEBI ICDR Regulations, in: (all editions of The Financial Express, the English national
daily newspaper, all editions of Jansatta, the Hindi national daily newspaper, and the Mumbai edition of
Navshakti, a Marathi newspaper (Marathi being the regional language of Maharashtra, where our Registered
Office is located), each with wide circulation.

In the pre-Offer advertisement, we had stated the Bid/Offer Opening Date and the Bid/Offer Closing Date. The
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, was in the format prescribed
in Part A of Schedule X of the SEBI ICDR Regulations.

Signing of the Underwriting Agreement and the RoC Filing

(a) Our Company, the Selling Shareholders and the Underwriters have entered into an Underwriting
Agreement.

(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus is being filed with the
RoC in accordance with applicable law, which is termed as the ‘Prospectus’. This Prospectus contains
details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting arrangements
and is complete in all material respects.

Impersonation

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the
Companies Act, which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or
subscribing for, its securities; or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or

(3) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to
him, or to any other person in a fictitious name,

shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least = 1
million or 1% of the turnover of the Company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years and fine of an amount not less than the amount
involved in the fraud, extending up to three times such amount (provided that where the fraud involves public
interest, such term shall not be less than three years.) Further, where the fraud involves an amount less than 2 1
million or one per cent of the turnover of the company, whichever is lower, and does not involve public interest,
any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to five
years or with fine which may extend to 2 5 million or with both.

Undertakings by Our Company

Our Company undertakes the following:

. adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders;
. the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

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all steps for completion of the necessary formalities for listing and commencement of trading at all the
Stock Exchanges where the Equity Shares are proposed to be listed shall be taken within six Working
Days of the Bid/Offer Closing Date or such other time as may be prescribed by the SEBI or under any
applicable law;

if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount
received will be refunded/unblocked within the time prescribed under applicable law, failing which
interest will be due to be paid to the Bidders at the rate prescribed under applicable law for the delayed
period;

the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the
mode(s) disclosed shall be made available to the Registrar to the Offer by our Company;

where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the Bidder within the time prescribed under applicable law, giving
details of the bank where refunds shall be credited along with amount and expected date of electronic
credit of refund;

except for allotments pursuant to the ESOP Schemes (subject to compliance with the SEBI SBEB
Regulations), no further issue of the Equity Shares shall be made until the Equity Shares issued through
the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA
Account/refunded on account of non-listing, under-subscription, etc.; and

if our Company and the Promoter Selling Shareholder, in consultation with the BRLMs withdraws the
Offer after the Bid/ Offer Closing Date and thereafter determines that it will proceed with an issue of
the Equity Shares, our Company shall file a fresh draft red herring prospectus with the SEBI.

Undertakings by the Selling Shareholders

The Selling Shareholders, severally and not jointly, undertake the following:

they are the legal and beneficial owners of the respective Equity Shares offered by them in the Offer;

the Equity Shares offered by them in the Offer are free and clear of any encumbrances and shall be
transferred to the successful Bidders within the time specified under applicable law.

they have authorized our Company to take such necessary steps in relation to the completion of
Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders to the extent
of Equity Shares offered by them in the Offer;

they shall not have any recourse to the Offer Proceeds until final listing and trading approvals have
been received from the Stock Exchanges;

they shall comply with all applicable laws, including the Companies Act, the SEBI ICDR Regulations,
the FEMA and all applicable circulars, guidelines and regulations issued by the SEBI and the RBI,
each in relation to the respective Equity Shares offered by them in the Offer for Sale to the extent that
such compliance is the obligation of such Selling Shareholders; and

they shall provide reasonable assistance to our Company and the BRLMs to ensure that the Equity

Shares offered by them in the Offer shall be transferred to the successful Bidders within the specified
time period under applicable law.

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Utilization of Net Proceeds
The Selling Shareholders, severally and not jointly, and together with our Company declare that all monies

received out of the Offer shall be credited/transferred to a separate bank account in accordance with sub-section
(3) of Section 40 of the Companies Act.

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RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of
India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which
foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner
in which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign
investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior
approvals, but the foreign investor is required to follow certain prescribed procedures for making such
investment. The RBI and the concerned ministries/departments are responsible for granting approval for foreign
investment. The Government has from time to time made policy pronouncements on foreign direct investment
(“FDI”) through press notes and press releases. The Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (earlier known as the Department of Industrial Policy
and Promotion) (“DPIIT”), issued the FDI Policy, which, with effect from October 15, 2020 consolidated,
subsumed and superseded all previous press notes, press releases and clarifications on FDI issued by the DPIIT
that were in force and effect prior to October 15, 2020. The FDI Policy will be valid until the DPIIT issues an
updated circular.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company are under the automatic route under the FDI policy
and transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI policy; and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI.

As per the existing policy of the Government of India, OCBs cannot participate in this Offer.
Foreign Exchange Laws

The foreign investment in our Company is governed by, inter alia, the FEMA, the FEMA Non-debt Instruments
Rules, the FDI Policy issued and amended by way of press notes. The current foreign investment sectoral limit
applicable to our Company is 100%.

Further, in terms of the FEMA Non-debt Instruments Rules, the aggregate FPI investment limit is the sectoral
cap applicable to Indian company as prescribed in the FEMA Non-debt Instruments Rules with respect to its
paid-up equity capital on a fully diluted basis. See “Offer Procedure” on page 411.

In terms of the FEMA Non-debt Instruments Rules and the FDI Policy, a person resident outside India may
make investments into India, subject to certain terms and conditions, and further provided that an entity of a
country, which shares land border with India or where the beneficial owner of an investment into India, who is
situated in or is a citizen of any such country, shall invest only with the approval of the Government of India.
Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in
India, directly or indirectly, resulting in the beneficial ownership falling within the above restriction/ purview,
such subsequent change in the beneficial ownership will also require approval of the Government of India. Each
Bidder should seek independent legal advice about its ability to participate in the Offer. In the event such prior
approval of the Government is required, and such approval has been obtained, the Bidder shall intimate our
Company and the Registrar in writing about such approval along with a copy thereof within the Offer Period.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and unless so registered may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, such
Equity Shares are being offered and sold outside the United States, in offshore transactions in compliance
with Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction where those
offers and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other

jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction

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The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders.
and the BRLMs are not liable for any amendments or modification or changes in applicable laws or
regulations, which may occur after the date of the Red Herring Prospectus or this Prospectus. Bidders

were advised to make their independent investigations and ensure that the number of Equity Shares Bid
for do not exceed the applicable limits under laws or regulations.

431
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION

Capitalized terms used in this section have the meanings that have been given to such terms in the Articles of
Association of our Company. Pursuant to the SEBI ICDR Regulations, the main provisions of the Articles of
Association of our Company are detailed below:

The Articles have been adopted by our Board of Directors pursuant to a resolution dated August 4, 2021 and
approved by our Shareholders pursuant to a special resolution dated August 7, 2021.

SHARE CAPITAL
Authorised Capital

3.a The Authorised Share Capital of the Company shall be such amount as may be mentioned in Clause V
of Memorandum the Company from time to time.

3.b The minimum paid up Share capital of the Company shall be %5,00,000 or such other higher sum as
may be prescribed in the Act from time to time.

Increase in Capital by the Company

4. The Company in a General Meeting may, from time to time, by an Ordinary Resolution increase the
capital by the creation of new shares, such increase to be of such aggregate amount and to be divided
into shares of such respective amounts as the resolution shall prescribe. Subject to the provisions of the
Act, any shares of the original or increased capital shall be issued upon such terms and conditions and
with such rights and privileges annexed thereto, as the General Meeting, resolving upon the creation
thereof, shall direct, and if no direction be given, as the Directors shall determine and in particular,
such shares may be issued with a preferential or qualified right to dividends, and in the distribution of
the assets of the Company and with a right of voting at a General Meetings of the Company in
conformity with Section 47 of the Companies Act, 2013. Whenever the Capital of the Company has
been increased under the provisions of this Article, the Directors shall comply with the provisions of
the Act. Any action taken or contemplated under this entire Article shall be subject to the other
provisions of these Articles.

New Capital Same as Existing Capital

Be Except so far as otherwise provided by the conditions of issue or by these presents, any capital raised
by the creation of new shares shall be considered as part of the existing capital, and shall be subject to
the provisions herein contained, with reference to the payment of calls and instalments, forfeiture, lien,
surrender, transfer and transmission, voting and otherwise.

Preference Share Capital

6.a. Subject to the provisions of Section 55 of the Companies Act, 2013 and such other applicable
provisions of the Act, the Company is hereby empowered to issue and allot preference shares
(including compulsorily convertible preference shares).

Issue of Sweat Equity Shares

8(1) Subject to applicable Law, the Company may exercise the powers of issuing sweat equity shares

conferred by Section 54 of the Companies Act, 2013 and the rules made there under of a class of shares
already issued subject to the following conditions:

a. the issue of sweat equity shares is authorised by a Special Resolution passed by the Company
in a General Meeting;
b. the resolution specifies the number of shares, their current market value, consideration if any,

and the class or classes of directors or employees to whom such equity shares are to be issued.

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8(2)

8(3)

The Company may also issue shares to employees including its Directors, under Employee Stock
Option Scheme (ESOP) or any other scheme, if authorised by a Special Resolution of the Company in
a General Meeting subject to the provisions of the Act and the rules and applicable guidelines made
thereunder, by whatever name called.

The rights, limitations, restrictions and provisions as are for the time being applicable to Equity Shares
shall be applicable to the sweat equity shares issued under Section 54 of the Companies Act, 2013 and
the holders of such shares shall rank pari passu with other equity shareholders.

Buy-back of Shares

9.a.

9.b.

Subject to Section 68 and other applicable provisions of the Companies Act, 2013 the Company may
purchase its own shares or other specified securities out of its free reserves or out of its securities
premium account or out of the proceeds of an earlier issue other than fresh issue of shares or other
specified securities made specifically for buy-back purposes by passing a Special Resolution in the
General Meeting of the Company.

Notwithstanding anything contained in these Articles, the Board of Directors may, when and if thought
fit, buy-back such of the Company’s own shares or securities, subject to such limits, upon such terms
and conditions and subject to such approvals, as may be permitted under Section 68 of the Companies
Act, 2013 and the applicable guidelines and regulations that may be issued in this regard.

Provided that nothing in this clause shall be taken to prohibit:

@ the provision by the Company, in accordance with any scheme for the time being in force, of
money for the purchase of, or subscription for fully paid shares in the Company or its holding
company, being a purchase or subscription by trustees of or for shares to be held by or for the
benefit of employees of the Company, including any Director holding a salaried office or
employment in the Company; or

(ii) the making by the Company of loans, within the limit laid down in sub- section (3) clause (c)
of Section 67 of the Companies Act, 2013 to persons (other than Directors or Managers)
bonafide in the employment of the Company, with a view to enabling those persons to
purchase or subscribe for fully paid shares in the Company or its holding Company to be held
by themselves by way of beneficial ownership.

No loan made to any person in pursuance of clause (b) of the foregoing proviso shall exceed in amount,
his salary or wages at that time for a period of six months.

Reduction of Capital

10.

11.

The Company may from time to time by Special Resolution, subject to the provisions of Section 66 of
the Companies Act, 2013 and other applicable provisions of the Act, reduce its share capital and any
Capital Redemption Reserve Account or securities premium account in any manner for the time being
authorised by law and in particular without prejudice to the generality of the foregoing power may by:

a. extinguishing or reducing the liability on any of its shares in respect of Share Capital not paid-
up;

b. either with or without extinguishing or reducing liability on any of its shares, (i) cancel paid-
up share capital which is lost or is unrepresented by available assets; or (ii) pay off any paid-
up share capital which is in excess of the wants of the Company; and may, if and so far as is
necessary, alter its Memorandum, by reducing the amount of its share capital and of its shares
accordingly.

Any bonds, Debentures and debenture-stock or other Securities may subject to Law be issued at a
discount, premium or otherwise by the Company and shall with the consent of the Board be issued
upon such terms and conditions and in such manner and for such consideration as the Board shall
consider to be for the benefit of the Company, and on condition that they or any part of them may be

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convertible into Equity Shares of any denomination and with any privileges and conditions as to
redemption, surrender, allotment of shares, appointment of Directors or otherwise. Provided that
Debentures with the right to conversion into or allotment of Equity Shares shall be issued only with the
consent of the Company in the General Meeting by a Special Resolution.

Consolidation, Division and Subdivision of Shares

12.

Subject to the provisions of Section 61(1)(b)and (d) of the Companies Act, 2013, the Company in a
General Meeting may, from time to time, sub-divide or consolidate all or any of the share capital into
shares of larger amount than its existing share or sub-divide its shares, or any of them into shares of
smaller amount than is fixed by the Memorandum; and the resolution whereby any share is sub-
divided, may determine that, as between the holders of the share resulting from such sub-division one
or more of such shares shall have some preference or special advantage as regards dividend, capital or
otherwise over or as compared with the others or other. Subject as aforesaid, the Company in a General
Meeting may also cancel shares which have not been taken or agreed to be taken by any person and
diminish the amount of its share capital by the amount of the shares so cancelled.

Modification of Class Rights

13.a.

13.b

If at any time the share capital, by reason of the issue of Preference Shares or otherwise is divided into
different classes of shares, all or any of the rights or privileges attached to any class of shares (unless
otherwise provided by the terms of issue of the shares of the class) may, subject to the provisions of
Section 48 of the Companies Act, 2013 and whether or not the Company is being wound-up, be varied,
modified or dealt, with the consent in writing of the holders of not less than three-fourths of the issued
shares of that class or with the sanction of a Special Resolution passed at a separate General Meeting of
the holders of the shares of that class. The provisions of these Articles relating to General Meetings
shall mutatis mutandis apply to every such separate class of General Meeting.

The rights conferred upon the holders of the Shares (including Preference Shares, if any) of any class
issued with preferred or other rights or privileges shall, unless otherwise expressly provided by the
terms of the issue of shares of that class, be deemed not to be modified, commuted, affected, abrogated,
dealt with or varied by the creation or issue of further shares ranking pari passu therewith.

Shares at the disposal of the Directors

14.

Subject to the provisions of Section 62 of the Companies Act, 2013 and other applicable provisions of
the Act and these Articles, the shares in the Capital of the Company for the time being shall be under
the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to
such persons, in such proportion and on such terms and conditions and either at a premium or at par or
(subject to the compliance with the applicable provisions of the Act) at a discount and at such time as
they may from time to time think fit and with the sanction of the company in the General Meeting to
give to any person or persons the option or right to call for any shares either at par or premium during
such time and for such consideration as the Directors think fit, and may issue and allot shares in the
capital of the Company on payment in full or part of any property sold and transferred or for any
services rendered to the Company in the conduct of its business and any shares which may so be
allotted may be issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares.
Provided that option or right to call of shares shall not be given to any person or persons without the
sanction of the company in the General Meeting.

Power to Issue Shares

15.a

Where at any time, it is proposed to increase the subscribed capital of the Company by the issue of
further shares, then such further shares shall be offered:

i. to persons who at the date of the offer, are holders of the equity shares of the Company, in
proportion, as nearly as circumstances admit, to the capital paid up on those shares by sending
a letter of offer subject to the below conditions;

a. the offer shall be made by a notice specifying the number of shares offered and limiting a
time not less than fifteen days or such lesser number of days as may be prescribed under the

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15.b

15.c

15.d.

Act and not exceeding thirty days from the date of the offer within which the offer if not
accepted, will be deemed to have been declined;

b. the offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to them in favour of any other person and the notice referred to in
sub clause (a) hereof shall contain a statement of this right;

c. After expiry of the time specified in the aforesaid notice or on receipt of earlier intimation
from the person to whom such notice is given that he declines to accept the shares offered, the
Board of Directors may dispose off them in such manner which is not disadvantageous to the
Shareholders and the Company.

ii. to employees under a scheme of employees’ stock option, subject to Special Resolution passed
by the Company and subject to the Rules and such other conditions, as may be prescribed
under Law; or

iii. to any persons (whether or not those persons include the persons referred to in clause (i) of
sub-clause (a) hereof) either for cash or for a consideration other than cash, if the price of such
shares is determined by the valuation report of a registered valuer if required under and
subject to the Act;

The notice referred to in sub-clause x. of clause (i) of sub-article (a) shall be dispatched through
registered post or speed post or through electronic mode to all the existing Shareholders at least three
days before the opening of the issue.

Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by
the exercise of an option attached to the debenture issued or loans raised by the Company to convert
such debentures or loans into shares in the Company;

PROVIDED THAT the terms of issue of such debentures or the terms of such loans include a term
providing for such option and such term has been approved by a Special Resolution passed by the
Company in a General Meeting before the issue of such debentures or loans.

The provisions contained in this Article shall be subject to the provisions of Section 42 and Section 62
of the Companies Act, 2013, the Rules and other applicable provisions of the Act.

Directors may allot shares as full paid- up

18.

Subject to the provisions of the Act and these Articles, the Directors may allot and issue shares in the
Capital of the Company as payment or part payment for any property (including goodwill of any
business) sold or transferred, goods or machinery supplied or for services rendered to the Company
either in or about the formation or promotion of the Company or the conduct of its business and any
shares which may be so allotted may be issued as fully paid-up or partly paid-up otherwise than in
cash, and if so issued, shall be deemed to be fully paid-up or partly paid-up shares as aforesaid.

Registration of Shares

21, Shares may be registered in the name of any limited company or other corporate body but not in the
name of a firm, an insolvent person or a person of unsound mind.
CERTIFICATES

Share Certificates

22.a.

Every Member shall be entitled, without payment, to one or more certificates in marketable lots, for all
the shares of each class or denomination registered in his name, or if the Directors so approve (upon
paying such fee as the Directors may determine in accordance with the relevant laws) to several
certificates, each for one or more of such shares and the Company shall complete and have ready for
delivery such certificates within two months from the date of allotment, unless the conditions of issue
thereof otherwise provide, or within one month of the receipt of application for registration of transfer,

435
22.b.

22.c

transmission, subdivision, consolidation or renewal of any of its shares as the case may be. Every
certificate is required to be issued by the Company in accordance with the Act and in the manner and
form prescribed under the Companies (Share Capital and Debentures) Rules, 2014. Every certificate of
shares shall be under the seal of the Company and shall specify the number and distinctive numbers of
shares in respect of which it is issued and amount paid-up thereon and shall be in such form as the
Directors may prescribe or approve, provided that in respect of a share or shares held jointly by several
persons, the Company shall not be bound to issue more than one certificate and delivery of a certificate
of shares to one of several joint holders shall be sufficient delivery to all such holder. Such certificate
shall be issued only in pursuance of a resolution passed by the Board and on surrender to the Company
of its letter of allotment or its fractional coupons of requisite value, save in cases of issues against letter
of acceptance or of renunciation or in cases of issue of bonus shares. Every such certificate shall be
issued under the seal of the Company, which shall be affixed in the presence of two Directors duly
authorized by the Board for the purpose or the committee of the Board, if so authorised by the Board,
and the Company Secretary or any person authorized by the Board for the purpose. Provided that, the
Company Secretary appointed under the provisions of the Act, shall also be deemed to be authorized
for the purpose of the Act and Rules prescribed under the Act. The manner of issue of every share
certificate or the duplicate thereof, the form of such certificate and the particulars of every share
certificate issued shall be entered in the Register of Members against the name of the person to whom it
has been issued, indicating the date of issue;

Any two or more joint allottees of shares shall, for the purpose of this Article, be treated as a single
member, and the certificate of any shares which may be the subject of joint ownership, may be
delivered to anyone of such joint owners on behalf of all of them. For any further certificate the Board
shall be entitled, but shall not be bound, to prescribe a charge not exceeding Rupees Two. The
Company shall comply with the provisions of Section 46 of the Companies Act, 2013;

A Director may sign a share certificate by affixing his signature thereon by means of any machine,
equipment or other mechanical means, such as engraving in metal or lithography, but not by means of a
rubber stamp provided that the Director shall be responsible for the safe custody of such machine,
equipment or other material used for the purpose.

Issue of new certificates in place of those defaced, lost or destroyed

23.

If any certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
thereof for endorsement of transfer, then upon production and surrender thereof to the Company, a new
certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof
thereof to the satisfaction of the Company and on execution of such indemnity as the Company deem
adequate, being given, a new certificate in lieu thereof shall be given to the party entitled to such lost or
destroyed certificate. Every certificate under this Article shall be issued without payment of fees if the
Directors so decide, or on payment of such fees (not exceeding 250 for each certificate) as the Directors
shall prescribe. Provided that no fee shall be charged for issue of new certificates in replacement of
those which are old, defaced or worn out or where there is no further space on the back thereof for
endorsement of transfer.

Provided that notwithstanding the above the Directors shall comply with such rules or regulations or
requirements of any stock exchange or the rules made under the Act or the rules made under the
Securities Contracts (Regulation) Act, 1956, or any other Law.

The provisions of this Article shall mutatis mutandis apply to debentures of the Company.

The first named joint holder deemed sole holder

24.a.

If any share stands in the names of two or more persons, the person first named in the Register shall as
regard receipts of dividends or bonus or service of notices and all or any other matter connected with
the Company except voting at meetings, and the transfer of the shares, be deemed sole holder thereof
but the joint-holders of a share shall be severally as well as jointly liable for the payment of all calls
and other payments due in respect of such share and for all incidentals thereof according to the
Company’s regulations.

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Maximum number or joint holders

24.b. | The Company shall not be bound to register more than three persons as the joint holders of any share.

Company not bound to recognise any interest in share other than that of registered holders

25. Except as ordered by a court of competent jurisdiction or as by Law required, the Company shall not be
bound to recognise any equitable, contingent, future or partial interest in any share, or any right in
respect of a share other than an absolute right thereto, in accordance with these Articles, in the person
from time to time registered as the holder thereof but the Board shall be at liberty at its sole discretion
to register any share in the joint names of any two or more persons or the survivor or survivors of them.

UNDERWRITING AND BROKERAGE

Commission

27. Subject to the provisions of Section 40 of the Companies Act, 2013, the Company may at any time pay
a commission to any person in consideration of his subscribing or agreeing, to subscribe (whether
absolutely or conditionally) for any shares or debentures in the Company, or procuring, or agreeing to
procure subscriptions (whether absolutely or conditionally) for any shares or debentures in the
Company. However, such commission shall not exceed the maximum rates laid down by the Act and
the rules made in that regard. Such commission may be satisfied by payment of cash or by allotment of
fully or partly paid shares or partly in one way and partly in the other.

Brokerage

28. The Company may pay on any issue of shares and debentures such brokerage as may be reasonable and
lawful.

CALLS

Directors may make calls

29.1 The Board may, from time to time, subject to the terms on which any shares may have been issued and
subject to the conditions of allotment, by a resolution passed at a meeting of the Board and not by a
circular resolution, make such calls as it thinks fit, upon the Members in respect of all the moneys
unpaid on the shares held by them respectively and each Member shall pay the amount of every call so
made on him to the persons and at the time and places appointed by the Board;

29.2 A call may be revoked or postponed at the discretion of the Board; and

29.3 A call may be made payable by instalments.

Notice of Calls

30. Fifteen days’ notice in writing of any call shall be given by the Company specifying the time and place
of payment, and the person or persons to whom such call shall be paid.

Calls to date from Resolution

Bl; A call shall be deemed to have been made at the time when the resolution of the Board of Directors
authorising such call was passed and may be made payable by the members whose names appear on the
Register of Members on such date or at the discretion of the Directors on such subsequent date as may
be fixed by Directors.

Calls on uniform basis

32. Whenever any calls for further share capital are made on shares, such calls shall be made on uniform
basis on all shares falling under the same class. For the purposes of this Article shares of the same

437
nominal value of which different amounts have been paid up shall not be deemed to fall under the same
class.

Directors may extend time

33. The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call
and may extend such time as to all or any of the members who on account of the residence at a distance
or other cause, which the Board may deem fairly entitled to such extension, but no member shall be
entitled to such extension save as a matter of grace and favour.

Calls to carry interest

34. If any Member fails to pay any call due from him on the day appointed for payment thereof, or any
such extension thereof as aforesaid, he shall be liable to pay interest on the same from the day
appointed for the payment thereof to the time of actual payment at such rate as shall from time to time
be fixed by the Board not exceeding 10% per annum but nothing in this Article shall render it
obligatory for the Board to demand or recover any interest from any such member.

Sums deemed to be calls

35. If by the terms of issue of any share or otherwise any amount is made payable at any fixed time or by
instalments at fixed time (whether on account of the amount of the share or by way of premium) every
such amount or instalment shall be payable as if it were a call duly made by the Directors and of which
due notice has been given and all the provisions herein contained in respect of calls shall apply to such
amount or instalment accordingly.

Proof on trial of suit for money due on shares

36. On the trial or hearing of any action or suit brought by the Company against any Member or his
representatives for the recovery of any money claimed to be due to the Company in respect of his
shares, if shall be sufficient to prove that the name of the Member in respect of whose shares the money
is sought to be recovered, appears entered on the Register of Members as the holder, at or subsequent to
the date at which the money is sought to be recovered is alleged to have become due on the share in
respect of which such money is sought to be recovered in the Minute Books; and that notice of such
call was duly given to the Member or his representatives used in pursuance of these Articles; and that it
shall not be necessary to prove the appointment of the Directors who made such call, nor that a quorum
of Directors was present at the Board at which any call was made was duly convened or constituted nor
any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the
debt.

Judgment, decree, partial payment not to proceed for forfeiture

37. Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of
any shares nor any part payment or satisfaction thereunder nor the receipt by the Company of a portion
of any money which shall from time to time be due from any Member of the Company in respect of his
shares, either by way of principal or interest, nor any indulgence granted by the Company in respect of
the payment of any such money, shall preclude the Company from thereafter proceeding to enforce
forfeiture of such shares as hereinafter provided.

Payments in anticipation of calls may carry interest

38.a. | The Board may, if it thinks fit (subject to the provisions of the Act), agree to and receive from any
Member willing to advance the same, the whole or any part of the money due upon the shares held by
him beyond the sums actually called up, and upon the moneys so paid or satisfied in advance, or so
much thereof, as from time to time, and at any time thereafter as exceeds the amount of the calls then
made upon and due in respect of the shares on account of which such advances are made the Company
may pay interest, at such rate as the Member paying the sum in advance and the Board agree upon. The
Board may agree to repay at any time any amount so advanced or may at any time repay the same upon
giving to the Member three months’ notice in writing: provided that moneys paid in advance of calls on
shares may carry interest but shall not confer a right to dividend or to participate in profits.

438
38.b No Member paying any such sum in advance shall be entitled to voting rights in respect of the moneys
so paid by him until the same would but for such payment become presently payable. The provisions of
this Article shall mutatis mutandis apply to calls on Debentures issued by the Company.

LIEN
Company to have lien on shares

39. The Company shall have a first and paramount lien (a) on every shares/debentures (other than fully
paid-up shares/ debentures), for all money (whether presently payable or not) called, or payable at a
fixed time, in respect of that share/debenture; and (b) on all shares/debentures (other than fully paid-up
shares/debentures) that are registered in the name of each member, for all moneys, presently payable by
him or his estate to the Company. Provided that the Board of Directors may at any time declare any
share/debenture to be wholly or in part exempt from the provisions of this Article. Such lien shall
extend to all dividends and bonuses from time to time declared in respect of such shares/debentures.
Unless otherwise agreed, the registration of transfer of shares/debentures shall operate as a waiver of
the Company’s lien if any, on such shares/debentures. The fully paid up shares shall be free from all
lien and that in case of partly paid shares, the Company’s lien shall be restricted to money called or
payable at a fixed time in respect of such shares/debentures and no equitable interest in any share shall
be created except upon the footing and condition that this Article shall have full effect.

As to enforcing lien by sale

40. For the purpose of enforcing such lien the Directors may sell the shares subject thereto in such manner
as they shall think fit, but no sale shall be made until such period as aforesaid shall have arrived and
until notice in writing of the intention to sell shall have been served on such member or the person (if
any) entitled by transmission to the shares and default shall have been made by him in payment,
fulfilment of discharge of such debts, liabilities or engagements for seven days after such notice. To
give effect to any such sale the Board may authorise some person to transfer the shares sold to the
purchaser thereof and purchaser shall be registered as the holder of the shares comprised in any such
transfer. Upon any such sale as the certificates in respect of the shares sold shall stand cancelled and
become null and void and of no effect, and the Directors shall be entitled to issue a new certificate or
certificates in lieu thereof to the purchaser or purchasers concerned.

Application of proceeds of sale

41. The net proceeds of any such sale shall be received by the Company and applied in or towards payment
of such part of the amount in respect of which the lien exists as is presently payable and the residue, if
any, shall (subject to lien for sums not presently payable as existed upon the shares before the sale) be
paid to the person entitled to the shares at the date of the sale.

FORFEITURE AND SURRENDER OF SHARES
If call or instalment not paid, notice may be given

42. If any Member fails to pay the whole or any part of any call or instalment or any moneys due in respect
of any shares either by way of principal or interest on or before the day appointed for the payment of
the same, the Directors may, at any time thereafter, during such time as the call or instalment or any
part thereof or other moneys as aforesaid remains unpaid or a judgement or decree in respect thereof
remains unsatisfied in whole or in part serve a notice on such Member or on the person (if any) entitled
to the shares by transmission, requiring him to pay such call or instalment of such part thereof or other
moneys as remain unpaid together with any interest that may have accrued and all reasonable expenses
(legal or otherwise) that may have been accrued by the Company by reason of such non-payment.
Provided that no such shares shall be forfeited if any moneys shall remain unpaid in respect of any call
or instalment or any part thereof as aforesaid by reason of the delay occasioned in payment due to the
necessity of complying with the provisions contained in the relevant exchange control laws or other
applicable Laws of India, for the time being in force.

439
Terms of notice

43. The notice shall name a day (not being less than fourteen days from the date of notice) and a place or
places on and at which such call or instalment and such interest thereon as the Directors shall determine
from the day on which such call or instalment ought to have been paid and expenses as aforesaid are to
be paid. The notice shall also state that, in the event of the non-payment at or before the time and at the
place or places appointed, the shares in respect of which the call was made or instalment is payable will
be liable to be forfeited.

On default of payment, shares to be forfeited

44. If the requirements of any such notice as aforesaid shall not be complied with, every or any share in
respect of which such notice has been given, may at any time thereafter but before payment of all calls
or instalments, interest and expenses, due in respect thereof, be forfeited by resolution of the Board to
that effect. Such forfeiture shall include all dividends declared or any other moneys payable in respect
of the forfeited share and not actually paid before the forfeiture.

Notice of forfeiture to a Member

45. When any shares have been forfeited, notice of the forfeiture shall be given to the member in whose
name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof
shall forthwith be made in the Register of Members.

Forfeited shares to be property of the Company and may be sold etc.

46. Any shares so forfeited, shall be deemed to be the property of the Company and may be sold, re-
allotted, or otherwise disposed of, either to the original holder thereof or to any other person, upon such
terms and in such manner as the Board in their absolute discretion shall think fit.

Members still liable to pay money owing at time of forfeiture and interest

47. Any Member whose shares have been forfeited shall notwithstanding the forfeiture, be liable to pay and
shall forthwith pay to the Company, on demand all calls, instalments, interest and expenses owing upon
or in respect of such shares at the time of the forfeiture, together with interest thereon from the time of
the forfeiture until payment, at such rate as the Board may determine and the Board may enforce the
payment of the whole or a portion thereof as if it were a new call made at the date of the forfeiture, but
shall not be under any obligation to do so.

Effect of forfeiture

48. The forfeiture shares shall involve extinction at the time of the forfeiture, of all interest in all claims
and demand against the Company, in respect of the share and all other rights incidental to the share,
except only such of those rights as by these Articles are expressly saved.

Evidence of forfeiture

49. A declaration in writing that the declarant is a Director or Secretary of the Company and that shares in
the Company have been duly forfeited in accordance with these articles on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be
entitled to the shares.

Title of purchaser and allottee of forfeited shares

50. The Company may receive the consideration, if any, given for the share on any sale, re-allotment or
other disposition thereof and the person to whom such share is sold, re-allotted or disposed of may be
registered as the holder of the share and he shall not be bound to see to the application of the
consideration: if any, nor shall his title to the share be affected by any irregularly or invalidity in the
proceedings in reference to the forfeiture, sale, re-allotment or other disposal of the shares.

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Cancellation of share certificate in respect of forfeited shares

51.

Upon any sale, re-allotment or other disposal under the provisions of the preceding Article, the
certificate or certificates originally issued in respect of the relative shares shall (unless the same shall
on demand by the Company have been previously surrendered to it by the defaulting member) stand
cancelled and become null and void and of no effect, and the Directors shall be entitled to issue a
duplicate certificate or certificates in respect of the said shares to the person or persons entitled thereto.

Forfeiture may be remitted

52.

In the meantime and until any share so forfeited shall be sold, re- allotted, or otherwise dealt with as
aforesaid, the forfeiture thereof may, at the discretion and by a resolution of the Directors, be remitted
as a matter of grace and favour, and not as was owing thereon to the Company at the time of forfeiture
being declared with interest for the same unto the time of the actual payment thereof if the Directors
shall think fit to receive the same, or on any other terms which the Director may deem reasonable.

Surrender of shares

53.

The Directors may, subject to the provisions of the Act, accept a surrender of any share from or by any
Member desirous of surrendering on such terms the Directors may think fit.

TRANSFER AND TRANSMISSION OF SHARES

Execution of the instrument of shares

54.a

54.b.

The instrument of transfer of any share in or debenture of the Company shall be executed by or on
behalf of both the transferor and transferee.

The transferor shall be deemed to remain a holder of the share or debenture until the name of the
transferee is entered in the Register of Members or Register of Debenture holders in respect thereof.

Transfer Form

55.

The instrument of transfer of any share or debenture shall be in writing and all the provisions of Section
56 of the Companies Act, 2013 and statutory modification thereof including other applicable provisions
of the Act shall be duly complied with in respect of all transfers of shares or debenture and registration
thereof. There shall be a common form of transfer in accordance with the Act and the rules.

Transfer not to be registered exception production of instrument of transfer

56.

The Company shall not register a transfer in the Company unless a proper instrument of transfer duly
stamped and executed by or on behalf of the transferor and by or on behalf of the transferee and
specifying the name, address and occupation if any, of the transferee, has been delivered to the
Company along with the certificate relating to the shares or if no such share certificate is in existence
along with the letter of allotment of the shares: Provided that where, on an application in writing made
to the Company by the transferee and bearing the stamp, required for an instrument of transfer, it is
proved to the satisfaction of the Board of Directors that the instrument of transfer signed by or on
behalf of the transferor and by or on behalf of the transferee has been lost, the Company may register
the transfer on such terms as to indemnity as the Board may think fit, provided further that nothing in
this Article shall prejudice any power of the Company to register as shareholder any person to whom
the right to any shares in the Company has been transmitted by operation of law. Subject to the
provisions of Sections 56, 58 and 59 of the Companies Act, 2013, these Articles and other applicable
provisions of the Act or any other Law for the time being in force, the Board may, refuse to register the
transfer of, or the transmission by operation of law of the right to, any securities or interest of a
Shareholder in the Company. The Company shall, within 30 (thirty) days from the date on which the
instrument of transfer, or the intimation of such transmission, as the case may be, was delivered to the
Company, send a notice of refusal to the transferee and transferor or to the person giving notice of such
transmission, as the case may be, giving reasons for such refusal. Registration of a transfer shall not be
refused on the ground of the transferor being either alone or jointly with any other Person or Persons
indebted to the Company on any account whatsoever except where the Company has a lien on shares.

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No fee on transfer

57.

No fee shall be charged for registration of transfer, transmission, Probate, Succession Certificate and
letter of administration, Certificate of Death or Marriage, Power of Attorney or similar other document
with the Company.

Closure of Register of Members

58.

Subject to the provisions of Section 91 of the Companies Act, 2013, the registration of transfers may be
suspended at such times and for such periods as the Board may, from time to time, determine.

Provided that such registration shall not be suspended for more than thirty days at any one time or for
more than forty-five days in the aggregate in any year or any statutory modification thereof.

Custody of Transfer Deeds

59.

The instrument of transfer shall after registration be retained by the Company and shall remain in its
custody. All instruments of transfer which the Directors may decline to register shall on demand be
returned to the persons depositing the same. The Directors may cause to be destroyed all the transfer
deeds with the Company after such period as they may determine.

Application for transfer of partly paid shares

60.

Where an application of transfer relates to partly paid shares, the transfer shall not be registered unless
the Company gives notice of the application to the transferee and the transferee makes no objection to
the transfer within two weeks from the receipt of the notice.

For this purpose the notice to the transferee shall be deemed to have been duly given if it is dispatched
by prepaid registered post to the transferee at the address given in the instrument of transfer and shall
be deemed to have been duly delivered at the time at which it would have been delivered in the
ordinary course of post.

Recognition of legal representative

6La

61.b.

6L.c

On the death of a Member, the survivor or survivors, where the Member was a joint holder, and his
legal representatives where he was a sole holder, shall be the only person recognised by the Company
as having any title to his interest in the shares.

Before recognising any executor or administrator or legal representative, the Board may require him to
obtain a Grant of Probate or Letters Administration or other legal representation as the case may be,
from some competent court in India.

Provided nevertheless that in any case where the Board in its absolute discretion thinks fit, it shall be
lawful for the Board to dispense with the production of Probate or letter of Administration or such
other legal representation upon such terms as to indemnity or otherwise, as the Board in its absolute
discretion, may consider adequate.

Nothing in clause (a) above shall release the estate of the deceased joint holder from any liability in
respect of any share which had been jointly held by him with other persons.

Registration of persons entitled to share otherwise than by transfer (transmission clause)

62.

Subject to the provisions of the Act and these Articles, any person becoming entitled to any share in
consequence of the death, lunacy, bankruptcy, insolvency of any member or by any lawful means other
than by a transfer in accordance with these presents, may, with the consent of all of the Directors
(which they shall not be under any obligation to give) upon producing such evidence that he sustains
the character in respect of which he proposes to act under this Article or of this title as the Director
shall require either be registered as member in respect of such shares or elect to have some person
nominated by him and approved by the Directors registered as Member in respect of such shares;
provided nevertheless that if such person shall elect to have his nominee registered he shall testify his

442
election by executing in favour of his nominee an instrument of transfer in accordance so he shall not
be freed from any liability in respect of such shares. This clause is hereinafter referred to as the
‘Transmission Clause’.

 

Refusal to register nominee

63. Subject to the provisions of the Act and these Articles, the Directors shall have the same right to refuse
register a person entitled by the transmission to any shares or his nominee as if he were the transferee
named in an ordinary transfer presented for registration.

Board may require evidence of transmission

64. Every transmission of a share shall be verified in such manner as the Directors may require and the
Company may refuse to register any such transmission until the same be so verified or until or unless
an indemnity be given to the Company with regard to such registration which the Directors at their
discretion shall consider sufficient, provided nevertheless that there shall not be any obligation on the
Company or the Directors to accept any indemnity.

Company not liable for disregard of a notice prohibiting registration of transfer

65. The Company shall incur no liability or responsibility whatsoever in consequence of its registering or
giving effect to any transfer of shares made, or purporting to be made by any apparent legal owner
thereof (as shown or appearing in the Register or Members) to the prejudice of persons having or
claiming any equitable right, title or interest to or in the same shares notwithstanding that the Company
may have had notice of such equitable right, title or interest or notice prohibiting registration of
such transfer, and may have entered such notice or referred thereto in any book of the Company and the
Company shall not be bound or require to regard or attend or give effect to any notice which may be
given to them of any equitable right, title or interest, or be under any liability whatsoever for refusing
or neglecting so to do though it may have been entered or referred to in some book of the Company but
the Company shall nevertheless be at liberty to regard and attend to any such notice and give effect
thereto, if the Directors shall so think fit.

 

Form of transfer outside India

66. In the case of any share registered in any register maintained outside India the instrument of transfer
shall be in a form recognised by the law of the place where the register is maintained but subject
thereto shall be as near to the form prescribed in Article 56 hereof as circumstances permit.

No transfer to insolvent etc.

67. No transfer shall be made to an insolvent or person of unsound mind.

NOMINATION

Nomination

68.(i) | Notwithstanding anything contained in the Articles, every holder of shares or debentures of the
Company may, at any time, nominate a person in whom his/her shares or debentures shall vest in the
event of his/her death and the provisions of Section 72 of the Companies Act, 2013 shall apply in
respect of such nomination.

68(ii) No person shall be recognised by the Company as a nominee unless an intimation of the appointment
of the said person as nominee has been given to the Company during the lifetime of the holder(s) of the
shares or debentures of the Company in the manner specified under Section 72 of the Companies Act,

2013.

68(iii) The Company shall not be in any way responsible for transferring the shares and/or debentures
consequent upon such nomination.

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68(iv) If the holder(s) of the shares or debentures survive(s) nominee, then the nomination made by the
holder(s) shall be of no effect and shall automatically stand revoked.

Transmission of Securities by Nominee

69. A nominee, upon production of such evidence as may be required by the Board and subject as
hereinafter provided, elect, either-

is to be registered himself as holder of the share or debenture, as the case may be;

ii. or to make such transfer of the share or debenture, as the case may be, as the deceased
shareholder or debenture holder, could have made;

iii. if the nominee elects to be registered as holder of the share or debenture, himself, as the case
may be, he shall deliver or send to the Company, a notice in writing signed by him stating that
he so elects and such notice shall be accompanied with the death certificate of the deceased
shareholder or debenture holder as the case may be;

iv. a nominee shall be entitled to the same dividends and other advantages to which he would be
entitled to, if he were the registered holder of the share or debenture except that he shall not,
before being registered as a member in respect of his share or debenture, be entitled in respect
of it to exercise any right conferred by membership in relation to meetings of the Company.

Provided further that the Board may, at any time, give notice requiring any such person to elect either
to be registered himself or to transfer the share or debenture, and if the notice is not complied with
within ninety days, the Board may thereafter withhold payment of all dividends, bonuses or other
moneys payable or rights accruing in respect of the share or debenture, until the requirements of the
notice have been complied with.

DEMATERIALISATION OF SHARES
Dematerialisation of Securities
70. For the purpose of this Article, unless the context otherwise requires:

A. Definitions:
In the following Article, Depositories Act, Beneficial Owner, Depository, Shareholder or member shall
mean and include Depositories Act, Beneficial Owner, Depository, Shareholder or member as defined
in Article 2.

B. Dematerialisation of Securities:

Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise or
rematerialize its shares, debentures and other securities (both existing and future) held by it with the
Depository and to offer its shares, debentures and other securities for subscription in a dematerialised
form pursuant to the Depositories Act and the rules framed thereunder, if any;

a Option for Investors:

Every person subscribing to securities offered by the Company shall have the option to receive the
security certificates or to hold securities with a Depository. Such a person who is the beneficial owner
of the securities can at any time opt out of a Depository, if permitted by law, in respect of any security
in the manner provided by the Depositories Act and the Company shall, in the manner and within the
time prescribed, issue to the beneficial owner the required certificates of securities.

Where a person opts to hold his security with a Depository, the Company shall intimate such
Depository the details of allotment of the security, and on receipt of such information, the Depository
shall enter in its record the name of the allottee as the beneficial owner of the security;

D. Securities in Depositories to be in fungible form

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All securities held by a Depository shall be dematerialised and shall be in a fungible form. Nothing
contained in Sections 88, 89 and 186 of the Companies Act, 2013 shall apply to a Depository in respect
of the securities held by it on behalf of the beneficial owners;

Rights of Depositories and Beneficial Owners

i. Notwithstanding anything to the contrary contained in the Act or these Articles, a Depository
shall be deemed to be the registered owner for the purposes of effecting transfer of ownership
of security on behalf of the beneficial owner;

ii. Save as otherwise provided in (i) above, the Depository as a registered owner of the securities
shall not have any voting rights or any other right in respect of the securities held by it;

iii. Every person holding securities of the Company and whose name is entered as a beneficial
owner in the records of the Depository shall be deemed to be a member of the Company. The
beneficial owner of the securities shall be entitled to all the rights and benefits and be subject
to all the liabilities in respect of his securities held by a Depository.

Service of Information

Notwithstanding anything to the contrary contained in these Articles, where the securities are held in a
Depository, the records of the beneficial ownership may be served by such Depository on the Company
by means of electronic mode or by delivery of floppies and discs.

Transfer of Security

If a beneficial owner seeks to opt out of a Depository in respect of any security, the beneficial owner
shall inform the Depository accordingly. The Depository shall, on receipt of the intimation as above,
make appropriate entries in its record and shall inform the Company accordingly.

The Company shall within thirty (30) days of the receipt of intimation from the Depository and on
fulfillment of such conditions and on payment of such fees as may be specified by the regulations,
issue the certificate of securities to the beneficial owner or the transferee as the case may be.

The Company shall keep a register of transfers and shall have recorded therein fairly and distinctly,
particulars of every transfer or transmission of any share held in material form. Nothing contained in
these Articles shall apply to transfer of securities held in a Depository.

Section 45 of the Companies Act, 2013 not to apply :

Notwithstanding anything to the contrary contained in the Articles, Section 45 of the Companies Act,
2013 shall not apply to the shares with a Depository;

Register and Index of beneficial owners

The Register and Index of Beneficial Owner, maintained by a Depository under Section 11 of the
Depositories Act shall be deemed to be the Register and Index of Members and Security holders as the
case may be for the purposes of these Articles.

Intimation to Depository

Notwithstanding anything contained in the Act or these Articles, where securities are dealt with in a
Depository, the Company shall intimate the details of allotment of securities thereof to the Depository
immediately on allotment of such securities.

Stamp duty on securities held in dematerialised form

No stamp duty would be payable on transfer of shares and securities held in dematerialised form in any
medium as may be permitted by law including any form of electronic medium.

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L; Applicability of the Depositories Act

In case of transfer of shares, debentures and other marketable securities, where the Company has not
issued any certificate and where such shares, debentures or securities are being held in an electronic
and fungible form in a Depository, the provisions of the Depositories Act shall apply.

M. Company to recognise the rights of registered Holders as also the beneficial Owners in the records of
the Depository:

Save as herein otherwise provided, the Company shall be entitled to treat the person whose name
appears on the Register of Members as the holder of any share, as also the Beneficial Owner of the
shares in records of the Depository as the absolute owner thereof as regards to receipt of dividend or
bonus or service of notices and all or any other matters connected with the Company and accordingly,
the Company shall not except as ordered by a Court of competent jurisdiction or as by law required be
bound to recognise any benami trust or equity or equitable, contingent or other claim to or interest in
such share on the part of any other person whether or not it shall have express or implied notice thereof.

JOINT HOLDER

Joint holders

71. Where two or more persons are registered as the holders of any share they shall be deemed to hold the
same as joint Shareholders with benefits of survivorship subject to the following and other provisions
contained in these Articles:

Joint and several liabilities for all payments in respect of shares

7La the Joint holders of any share shall be liable severally as well as jointly for and in respect of all calls
and other payments which ought to be made in respect of such share;

Title of survivors

71.b. on the death of any such joint holders the survivor or survivors shall be the only person recognised by
the Company as having any title to the share but the Board may require such evidence of death as it
may deem fit and nothing herein contained shall be taken to release the estate of a deceased joint holder
from any liability of shares held by them jointly with any other person the estate of the deceased joint
holder shall continue to be liable in respect of any share which had been jointly held by him with other
persons;

Receipts of one sufficient

71.c. only the person whose name stands first in the Register of Members may give effectual receipts of any
dividends or other moneys payable in respect of share; and

Delivery of certificate and giving of notices to first named holders

71.d. only the person whose name stands first in the Register of Members as one of the joint holders of any
share shall be entitled to delivery of the certificate relating to such share or to receive documents from
the Company and any such document served on or sent to such person shall deemed to be service on all
the holders.

BORROWING POWERS

Power to borrow

76. Subject to the provisions of the Act and these Articles, the Board may, from time to time at its
discretion, by a resolution passed at a meeting of the Board receive deposits or loans from members

either as an advance of call or otherwise and generally raise or borrow money by way of deposits,
loans, overdrafts, cash credit or by issue of bonds, debentures or debenture-stock (perpetual or

446
otherwise) or in any other manner, or from any person, firm, company, co-operative society, any body
corporate, bank, institution, whether incorporated in India or abroad, Government or any authority or
any other body for the purpose of the Company and may secure the payment of any sums of money so
received, raised or borrowed; provided that the total amount borrowed by the Company (apart from
temporary loans obtained from the Company’s Bankers in the ordinary course of business) shall not
without the consent of the Company in a General Meeting by passing Special Resolution exceed the
aggregate of the paid up capital of the Company, its free reserves and securities premium that is to say
reserves not set apart for any specified purpose.

Securing payment or repayment of moneys borrowed

77.

The payment and/or repayment of moneys borrowed or raised as aforesaid or any moneys owing
otherwise or debts due from the Company may be secured in such manner and upon such terms and
conditions in all respects as the Board may think fit, and in particular by mortgage, charter, lien or any
other security upon all or any of the assets or property (both present and future) or the undertaking of
the Company including its uncalled capital for the time being, or by a guarantee by any Director,
Government or third party, and the bonds, debentures and debenture- stocks and other securities may
be made assignable, free from equities between the Company and the person to whom the same may be
issued and also by a similar mortgage, charge or lien to secure and guarantee, the performance by the
Company or any other person or company of any obligation undertaken by the Company or any person
or Company as the case may be.

Bonds, Debentures etc. to be under the control of the Directors

78.

Any bonds, debentures, debenture-stock or other securities issued or to be issued by the Company shall
be under the control of the Board who may issue them at a discount, premium or otherwise upon such
terms and conditions, and in such manner and for such consideration as they shall consider to be for the
benefit of the Company only with the consent of the Company in the General Meeting by a Special
Resolution.

Mortgage of Uncalled Capital

79.

If any uncalled capital of the Company is included in or charged by any mortgage or other security the
Directors shall subject to the provisions of the Act and these Articles make calls on the members in
respect of such uncalled capital in trust for the person in whose favour such mortgage or security is
executed.

Indemnity may be given

80.

Subject to the provisions of the Act and these Articles if the Directors or any of them or any other
person shall incur or be about to incur any liability whether as principal or surely for the payment of
any sum primarily due from the Company, the Directors may execute or cause to be executed any
mortgage, charge or security over or affecting the whole or any part of the assets of the Company by
way of indemnity to secure the Directors or person so becoming liable as aforesaid from any loss in
respect of such liability.

MEETINGS OF MEMBERS

Annual General Meeting

8La.

The Company shall, in each year, hold, in addition to any other meetings, a General Meeting as its
Annual General Meeting, and shall specify the meeting as such in the notice calling it, and not more
than 15 months shall elapse between the date of one Annual General Meeting of the Company and that
of the next and the Annual General Meeting shall be held within six months of the expiry of its
financial year.

Provided that if the Registrar shall have, for any special reason, extended the time within which any

Annual General Meeting shall be held, by a period not exceeding three months, then such Annual
General Meeting may be held within such extended period.

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81.b. | Every Annual General Meeting shall be called at a time during business hours and on such day (not
being a national holiday) as the Directors may from time to time determine and it shall be held either at
the Registered Office of the Company or at some other place within the City, town or village in which
the Registered office is situated.

Distinction between AGM & EGM

82. All the General Meetings of the Company other than Annual General Meetings shall be called Extra-
ordinary General Meetings.

Directors may call EGM
83. The Directors may call an Extra-ordinary General Meeting whenever they think fit.
Length of notice of General Meeting

84.a A General Meeting of the Company, Annual or Extraordinary and by whomsoever called, may be
called by giving not less than 21 days clear notice in writing or through electronic mode in the manner
as prescribed under the provisions of Section 101 of the Companies Act, 2013;

84.b Subject to the Companies Act, 2013, a General Meeting may be called by giving shorter notice than
that specified in aforesaid clause if consent is giving in writing or by electronic mode (a) in case of an
annual general meeting, by not less than 95% of the Members entitled to vote at such meeting and (b)
in the case of any other general meeting, by Members of the Company holding majority in number of
members entitled to vote and who represent not less than 95% of the such part of the paid-up Share
Capital of the Company as gives a right to vote at such general meeting. For the purposes of this
Article, where any Member of the Company is entitled to vote only on some resolution or resolutions
to be moved at a general meeting and not on the others, those Members shall be taken into account in
respect of the former resolution or resolutions and not in respect.

Meeting not to transact business not mentioned in Notice

85. No General Meeting, Annual or Extraordinary shall be competent to enter upon, discuss or transfer any
business which has not been mentioned in the notice or notices upon which it was convened.

Quorum for General Meeting

86. No business shall be transacted at any General Meeting unless the quorum requisite shall be present at
the commencement of the business. For all purposes the quorum at a General Meeting shall be five
members personally present. A body corporate being a member shall be deemed to be personally
present if it is represented in accordance with provisions of the Act.

Business confined to election of Chairman whilst chair is vacant

87.a. | The Chairman (if any) of the Board of Directors shall be entitled to take the chair at every General
Meeting, whether Annual or Extraordinary. If there is no such Chairman of the Board of Directors, or if
at any meeting he is not present within fifteen minutes of the time appointed for holding such meeting
or if he is unable or unwilling to take the chair, then the Members present shall elect another Director
as Chairman, and if no Director be present or if all the Directors present decline to take the chair then
the Members present shall elect one of the members to be the Chairman of the meeting.

87.b. No business, except the election of a Chairman, shall be discussed at any General Meeting whilst the
Chair is vacant.

Chairman with consent may adjourn General Meeting
88. The Chairman with the consent of the Members may adjourn any General Meeting from time to time

and from place to place, but no business shall be transacted at any adjourned General Meeting other
than the business left unfinished at the meeting from which the adjournment took place.

448
When a General Meeting is adjourned for thirty days or more, notice of the adjourned General meeting
shall be given as in the case of original meeting. Save as aforesaid, it shall not be necessary to give any
notice of an adjournment of or any business to be transacted at an adjourned meeting.

Chairman’s casting vote

89. The Chairman shall have no casting vote in any meeting including a meeting of the Board or the
Shareholders.

In what case poll taken without adjournment

90. Any poll duly demanded on the election of Chairman of the meeting or any question of adjournment
shall be taken at the meeting forthwith.

Questions at General Meetings, how decided
91. Subject to the other provisions of these Articles, at any General Meeting a resolution including a

Special Resolution put to the vote at the meeting shall be decided on a show of hands, unless a poll is
(before or on the declaration of a show of hands) demanded

a. by the Chairman; or

b. by any member or members present in person or by proxy and having not less than one-tenth
of the total voting power in respect of the resolution; or

@ by any member or members present in person or by proxy and holding shares in the company

on which an aggregate sum of not less than Rupees five lakh rupees or such higher amount as
may be amended from time to time under the provisions of the Act has been paid up.

A declaration by the Chairman that in pursuance of voting on a show of hands, a resolution has or as
not been carried, either unanimously or by a particular majority, and any entry to that effect in the
books containing the minutes of the proceedings of the meeting shall be conclusive evidence of the
fact, without proof of the number or proportion of votes in favour or against such resolution.

Demand for poll not to prevent transaction of other business

92. The demand for a poll except on the question of the election of the Chairman and of an adjournment
shall not prevent the continuance of a meeting for the transaction of any business other than the
question on which the poll has been demanded.

VOTES OF MEMBERS
Members in arrears not to vote

93. No Member shall be entitled to vote either personally or by proxy at any General Meeting or Meeting
of a class of shareholders either upon a show of hands or upon a poll or be reckoned in a quorum in
respect of any shares registered in his name on which any calls or other sums presently payable by him
have not been paid or in regard to which the Company has exercised, any right or lien.

Number of votes each member entitled

94. Subject to the provision of these Articles and without prejudice to any special privileges, or restrictions
as to voting for the time being attached to any class of shares for the time being forming part of the
capital of the Company, every Member, not disqualified by the last preceding Article shall be entitled
to be present, and to speak and to vote at such meeting, and on a show of hands every member present
in person shall have one vote and upon a poll the voting right of every Member present in person or by
proxy shall be in proportion to his share of the paid-up equity share capital of the Company, Provided,
however, if any preference shareholder is present at any General Meeting of the Company, save as
provided in Section 47 of the Companies Act, 2013, he shall have a right to vote only on resolution
placed before the General Meeting which directly affect the rights attached to his preference shares.

449
Casting of votes by a member entitled to more than one vote

95. On a poll taken at a meeting of the Company a Member entitled to more than one vote or his proxy or
other person entitled to vote for him, as the case may be, need not, if he votes, use all his votes or cast
in the same way all the votes he uses.

Vote of member of unsound mind and of minor

96. If any Member is lunatic, minor, unsound mind or, idiot, the vote in respect of his/ her shares shall be
cast by his/her legal guardian(s) may vote whether on a show of hands or on a poll vote by proxy,
provided that such evidence of the authority of the person claiming to vote as shall be accepted by the
Directors shall have been deposited at the office of the Company not less than forty eight hours before
the time of holding a General Meeting.

Postal Ballot

97. Notwithstanding anything contained in the provisions of the Act, and the rules made there under, the
Company may, and in the case of resolutions relating to such business as may be prescribed by such
authorities from time to time, declare to be conducted only by postal ballot, shall, get any such
business/ resolutions passed by means of postal ballot, instead of transacting the business in the
General Meeting of the Company.

Provided that any item of business required to be transacted by means of postal ballot may be
transacted at a General Meeting by the Company which is required to provide the facility to the
Members to vote by electronic means in accordance with Section 108 of the Act.

Votes of joint members

98. If there are joint holders of any shares, any one of such persons may vote at any General Meeting or
appoint another person (whether a Member or not) as his proxy in respect of such shares, as if he were
solely entitled thereto but the proxy so appointed shall not have any right to speak at the General
Meeting and if more than one of the said persons remain present than the person whose name stands
higher on the Register shall alone be entitled to speak and to vote in respect of such shares, but the
other or others of the joint holders shall be entitled to be present at the meeting. Several executors or
administrators of a deceased Member in whose name share stands shall for the purpose of these
Articles be deemed joints holders thereof.

Votes may be given by proxy or by representative

99. Votes may be given either personally or by attorney or by proxy or in case of a company, by a
representative duly Authorised as mentioned in Article 100.

Representation of a body corporate

100. A body corporate (whether a company within the meaning of the Act or not) may, if it is member or
creditor of the Company (including being a holder of debentures) authorise such person by resolution
of its Board of Directors, as it thinks fit, in accordance with the provisions of Section 113 of the
Companies Act, 2013 to act as its representative at any General Meeting of the members or creditors of
the Company or debentures holders of the Company. A person authorised by resolution as aforesaid
shall be entitled to exercise the same rights and powers (including the right to vote by proxy) on behalf
of the body corporate as if it were an individual member, creditor or holder of debentures of the
Company.

Votes in respect of shares of deceased or insolvent members
102. Any person entitled under Article 62 (transmission clause) to transfer any share may vote at any
General Meeting in respect thereof in the same manner as if he were the registered holder of such

shares, provided that at least forty-eight hours before the time of holding the meeting or adjourned
meeting, as the case may be at which he proposes to vote provided he shall satisfy the Directors of his

450
right to transfer such shares and give such indemnify (if any) as the Directors may require or the
directors shall have previously admitted his right to vote at such meeting in respect thereof.

No votes by proxy on show of hands

103.

No Member personally present shall be entitled to vote on a show of hands unless such member is
present by attorney or is a corporation present by proxy or a company resent by a representative duly
Authorised under the provisions of the Act in which case such attorney, proxy or representative may
vote on a show of hands as if he were a Member of the Company. In the case of a company the
production at the meeting of a copy of such resolution duly signed by a Director or Secretary of such
company and certified by him as being a true copy of the resolution shall be accepted by the Company
as sufficient evidence of the authority of the appointment.

Appointment of a proxy

104.

Any member of the Company entitled to attend and vote at a General Meeting of the Company shall be
entitled to appoint another person (whether a member or not) as his proxy to attend and vote on a poll,
instead of himself PROVIDED ALWAYS THAT a proxy so appointed shall not have any right
whatsoever to speak at the General Meeting. Every notice convening a General Meeting of the
Company shall state that a member entitled to attend and vote is entitled to one or more proxies.

Form of proxy

105.

Every instrument of proxy whether for a specified meeting or otherwise shall, as nearly as
circumstances will admit, be in any one of the forms set out in sub-section 6 of Section 105 the
Companies Act, 2013 and rules made thereunder, or if the appointer is a body corporate be under its
seal or be signed by any officer or attorney duly authorised by it.

Validity of votes given by proxy notwithstanding death of a member

106.

A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the
previous death or insanity of the Member, or revocation of the proxy or of any power of attorney which
such proxy signed, or the transfer of the share in respect of which the vote is given, provided that no
intimation in writing of the death or insanity, revocation or transfer shall have been received at the
office before the General Meeting.

Inspection of proxies

107.

Every Member entitled to vote at a General Meeting of the Company according to the provisions of
these Articles on any resolution to be moved thereof shall be entitled during the period beginning
twenty-four hours before the time fixed for the commencement of the General Meeting, to inspect
proxies lodged, at any time during the business hours of the Company provided not less than three
days’ notice in writing of the intention to inspect is given to the Company.

Time for objections to votes

108.

No objection shall be made to the validity of any vote, except at any General Meeting or poll at which
such vote shall be tendered, and every vote whether given personally or by proxy, not disallowed at
such General Meeting or poll shall be deemed valid for all purposes of such meeting or poll
whatsoever.

Chairman of the Meeting to be the judge of validity of any vote

109.

The Chairman of any General Meeting shall be the sole judge of the validity of every vote tendered at
such General Meeting. The Chairman present at the time of taking a poll shall be the sole judge of the
validity of every vote tendered at such poll.

Resolutions requiring special notice

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110.1 Where by any provision contained in the Act or in these Articles special notice is required for any
resolution, notice of the intention to move the resolution shall be given to the Company not earlier than
three months but at least fourteen days before the date of the General Meeting at which it is to moved
exclusive of the day on which the notice is served or deemed to be served and the day of the General
Meeting.

110.2 The Company shall, immediately after the notice of the intention to move any such resolution has been
received by it, give its Members notice of the resolution in the same manner as it gives notice of the
General Meeting, or if that is not practicable, shall give them notice thereof either by advertisement in a
newspaper having an appropriate circulation or in any other mode allowed by these presents not less
than seven days before the General Meeting.

110.3. The following resolutions shall require special notice:
a. Resolution under Section 140 of the Companies Act, 2013 at an Annual General Meeting for

appointing a person as Auditor other than a retiring Auditor or providing expressly that a
retiring Auditor shall not be re-appointed.

b. resolution under Section 169 (2) of the Companies Act, 2013 removing a Director before the
expiry of his period of office.
c resolution under Section 169 (5) of the Companies Act, 2013 appointing a Director in place of

the Directors so removed.

DIRECTORS

Number of Directors

111. — Until otherwise determined by a General Meeting of the Company and subject to the applicable
provisions of the Act and other applicable Law, the number of Directors (including Debenture and
Alternate Directors) shall not be less than three and not more than fifteen.
Provided that the Company may appoint more than fifteen directors after, passing a Special Resolution.
The Company shall also comply with the provisions of the Companies (Appointment and Qualification
of Directors) Rules, 2014 and other applicable Law. The Board shall have an optimum combination of
executive and Independent Directors and such number of woman Directors, as may be prescribed by
Law from time to time.

First Directors

The First Directors of the Company are :

1. Mr. Ravi Badrinarain Goyal
2. Mr. Badrinarain Kunjbihari Goyal
3. Mr. Kunjbihari Sriniwas Goyal

Qualification shares
112. A Director of the Company shall not be bound to hold any Qualification Shares in the Company.
Nominee Directors

113(a) Subject to the provisions of the Act and notwithstanding anything to the contrary contained in these
Articles, any Financing Company or Body Corporate or Bank or Insurance Corporation (hereinafter
referred to as “the Financial Institution”) shall have a right to appoint, remove, reappoint, substitute
from time to time, its nominee as a Director (hereinafter referred to as the “Nominee Director”) on the
Board of the Company, so long as any moneys remain owing to them or any of them, by the Company,
out of any financial assistance granted by them or any of them to the Company by way of loan and/or
by holding debentures and/or share in the Company and/or a result of underwriting or direct
subscription and/or any liability of the Company arising out of the guarantee furnished by the Financial
Institution on behalf of the Company remains outstanding.

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113(b)

113(¢)

113(4)

The Nominee Director/s so appointed shall not be required to hold any qualification shares in the
Company nor shall be liable to retire by rotation. The Board of Directors of the Company shall have no
power to remove from office the Nominee Director/s so appointed. Subject to the aforesaid Article
113(a) the said Nominee Director/s shall be entitled to the same rights and privileges including
receiving of notices, copies of the minutes, sitting fees, etc. as any other Director of the Company is
entitled.

If the Nominee Director/s is an officer of any of the Financial Institution, the sitting fees in relation to
such nominee Directors shall accrue to such Financial Institution and the same accordingly be paid by
the Company to them. The Financial Institution shall be entitled to depute observer to attend the
meetings of the Board or any other Committee constituted by the Board.

The Nominee Director/s shall, notwithstanding anything to the Contrary contained in these Articles, be
at liberty to disclose any information obtained by him/them to the Financial Institution appointing
him/them as such Director/s.

Debenture Directors or mortgage, Directors

114.

Any trust deed for securing the debentures or debenture-stock (or a deed or mortgage of any assets of
the Company) may if so arranged, provide for the appointment from time to time by the trustees thereof
or by the holders of the debentures or debenture-stock (or in the case of a deed of mortgage by the
person or persons having such power) of some person to be a Director of the Company and may
empower such trustees or holders of debentures or debenture- stocks (or such person or persons) from
time to time, remove any Director so appointed. The Director appointed under this Article is herein
referred to as the “Debenture Director” (or a “Mortgage Director”) and the term “Debenture Director”
(or “Mortgage Director”) means the Director for the time being in office under this Article. This
Debenture Director (or the Mortgage Director) shall not be liable to retire by rotation, or be removed by
the Company. The trust deed (or the mortgage deed) may contain such ancillary provisions as may be
arranged between the Company and the trustees (or mortgage) and all such provisions shall (subject to
the provisions of the Act) have effect notwithstanding any of the other provisions herein contained.

Professional Directors

115.

Any advocate or Chartered Accountant or any professional who may for the time being be a Director of
the Company :

a. shall be entitled to charge the Company, professional remuneration for all work done by him
for or on behalf of the Company at the rate agreed upon and on such terms and conditions as
may be agreed upon:

b. shall be entitled to vote on all resolutions on all matters in any way he thinks fit irrespective of
the fact that he has advised upon or been concerned with any matters relating to the said
resolution prior to the passing thereof or is likely to advice upon or may have to deal with
matters relating to any resolution after the same has been passed;

c shall not be liable or responsible for the day to day or routine management and running of the
Company and its affairs including setting aside, appropriations or payment of any statutory
dues by or on behalf of the Company; and shall be indemnified by the Company in respect of
and fines or penalties that may be imposed upon him as a Director of the Company as a result
of any act or omission of the Company and/or any of its Officers in failing to comply with an
requirements of the law whether with regard to any payments to be made or otherwise
howsoever, and also against all costs, charges and expenses that may be incurred by him in
any proceeding against or relating to the said Professional Director in his capacity as a
Director.

Appointment of Alternate Director

116.

Subject to applicable Law, the Board may appoint an Alternate Director to act for a Director
(hereinafter called “The Original Director”) during his absence for a period of not less than three
months from India. An Alternate Director appointed under this Article shall not hold office for period
longer than that permissible to the Original Director in whose place he has been appointed and shall
vacate office if and when the Original Director returns to India. If the term of Office of the Original

453
Director is determined before he so returns to India, any provision in the Act or in these Articles for the
automatic re-appointment of retiring Director in default of another appointment shall apply to the
Original Director and not to the Alternate Director.

Additional Director

117. Subject to the provisions of the Act, the Board shall have power at any time and from time to time to
appoint any other person to be an Additional Director. Any such Additional Director shall hold office
only up to the date of the next Annual General Meeting or the last date on which the Annual General
Meeting should have been held, whichever is earlier, but shall be eligible for appointment by the
Company as a Director at that meeting subject to the provisions of the Act.

Directors power to fill casual vacancies

118. Subject to the provisions of the Act, the Board shall have power at any time and from time to time to
appoint a Director who shall hold office only up to the date up to which the Director in whose place he
is appointed would have held office if it had not been vacated by him.

Sitting Fees

119.a Until otherwise determined by the Company in a General Meeting, each Director other than the
Managing/ Whole-time Director (unless otherwise specifically provided for) shall be entitled to sitting
fees not exceeding a sum prescribed in the Act (as may be amended from time to time) for attending
meetings of the Board or Committees thereof.

Remuneration of Directors

119.b. The remuneration of a Director for his service shall be such sum as may be determined by the
Nomination and Remuneration Committee but not exceeding such sum as may be prescribed by the Act
or Central Government or as otherwise provided by applicable Law. The Directors subject to the
sanction of the Central Government (if any required) may be paid such further remuneration as the
Company in a General Meeting shall, from time to time, determine and such further remuneration shall
be divided among the Directors in such proportion and manner as the Board may from time to time
determine, and in default of such determination shall be divided amongst the Directors equally.

119.c Subject to the provisions of the Act, a Director who is neither in the whole- time employment of the
Company nor a Managing Director, may be paid remuneration either;

@ by way of monthly, quarterly or annual payment with the approval of the Central Government;
or

(ii) by way of commission if the Company by a Special Resolution authorises such payment; and

(iii) in case of independent directors it shall be paid in the manner as provided in Section 149 and

Sub section 5 of Section 197 of the Companies Act, 2013.
Special remuneration to Directors

121 If any Director, being willing, shall be called upon to perform extra services or to make any special
exertions in going or residing out of the city of his normal residence or otherwise for any of the
purposes of the Company, the Company shall subject as aforesaid, remunerate such Director either by a
fixed sum or by a percentage of profits or otherwise as may be determined by the Directors and such
remuneration may be either in addition to or in substitution for his remuneration above provided.

Directors may contract with the Company

123. Subject to the provisions of the Act and observance and fulfillment thereof and subject to restrictions
imposed by Articles, no Director shall be disqualified by his office of a Director in the Company from
contracting with the Company either as vendor, purchaser, agent, broker or otherwise, nor shall any
such contract or any contract or arrangement entered into by or on behalf of the Company in which any
Director shall be in any way interested, be avoided nor shall any Director so contracting or being so
interested be liable to account to the Company for any profit realised by any such contract or

454
arrangement by reason only of such Director holding that office, or of the fiduciary relationship thereby
established, but it is declared that the nature of his interest must be disclosed by him as provided by the
Act.

Directors may be Directors of Companies promoted by the Company

124. A Director of the Company may become a director of any Company promoted by the Company, or in
which he may be interested as a vendor or member and subject to the provisions of the Act and these
Articles no such Director shall be accountable for any benefits received as a director or member of such
company.

Loans to Directors

125. | The Company shall observe the restrictions imposed on the Company in regard to grant of loans to
Directors and other persons as provided in Section 185 of the Companies Act, 2013 and other
applicable provisions, if any, of the Act.

Holding of place of profit
126. _ A Director may hold a place of profit or office to the extent and as permissible under the Act.
The Company may increase or reduce the number of Directors

127. Subject to the provisions of the Act and these Articles, the Company may by passing Special
Resolution in a General Meeting from time to time increase the number of Directors not exceeding the
maximum limit permissible by the Act.

ROTATION OF DIRECTORS
Rotation and retirement of Directors

137.a. At the first Annual General Meeting of the Company and at every subsequent Annual General Meeting,
one-third of such of the Directors for the time being as are liable to retire by rotation, or if their number
is not three or a multiple of three, then, the number nearest to one-third shall retire from office;

137.b The Directors to retire by rotation at every annual general meeting shall be those who have been
longest in office since their last appointment, but as between persons who became Directors on the
same day, those who are to retire shall, in default of and subject to any agreement among themselves,
be determined by lot.

137.c At the Annual General Meeting at which a Director retires as aforesaid, the Company may fill up the
vacancy appointing the retiring Director or some other person thereto.

137.d _ If the place of the retiring Director is not so filled up and the Annual General Meeting has not expressly
resolved not to fill the vacancy, the meeting shall stand adjourned till the same day in the next week, at
the same time and place, or if that day is a public holiday, till the next succeeding day which is not a
public holiday, at the same time and place, and if at the adjourned meeting also, the place of the retiring
Director is not filled up and that meeting also has not expressly resolved not to fill the vacancy, the
retiring Director shall be deemed to have been re-appointed at the adjourned meeting, unless:

1. at the General Meeting or at the previous meeting a resolution for the re-appointment of such
Director has been put to the meeting and lost;

2. The retiring Director has, by a notice in writing addressed to the Company or its Board of
Directors expressed his unwillingness to be so re-appointed

3. He is not qualified or is disqualified for appointment

4. A resolution, whether special or ordinary, is required for his appointment or re-appointment,
in virtue of any provisions of the Companies Act

5 Section 162 of the Companies Act, 2013 is applicable to the case.

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Directors to retire annually how determined

138. At the Annual General Meeting in each year one-third of the Directors for the time being as are liable
to retire by rotation or, if their number is not three or multiple of three then the number nearest to one-
third shall retire from office.

Company to fill up vacancy

139. Subject to the applicable provisions of the Act and these Articles, the Company, at the Annual General
Meeting at which a Director retires in manner aforesaid may fill up the vacated office by selecting the
retiring Director or some other person thereto.

Notice of Candidature for Office of Director

140.1 Subject to the provisions of the Act and these Articles, any person who is not a retiring Director shall
be eligible for appointment to the Office of Director at any General Meeting if he or any member
intending to propose him, has at least fourteen (14) clear days before the General Meeting, left at the
office of the Company a notice in writing under his hand signifying his candidature for that office or
the intention of such member to propose him as a candidate for that office as the case may be. The
Company shall duly comply with the provisions of Section 160 of the Companies Act, 2013 for
informing its members of the candidature of the Director concerned.

140.2 Every person (other than a Director retiring by rotation or otherwise or a person who has left at the
office of the Company a notice under Section 160 of the Companies Act, 2013, signifying his
candidature for the office of a Director) proposed as candidate for the office of a Director shall sign and
file with the Company, his consent in writing to act as a Director, if appointed.

Individual resolutions for Directors appointments

141. Ata General Meeting of the Company, a motion shall not be made for the appointment of two or more
persons as Directors of the Company by a single resolution unless a resolution that it shall be so made
has first been agreed to by the meeting without any vote being given against it. A resolution moved in
contravention of this Article shall be void whether or not objection was taken at the time to its being so
moved: Provided that where a resolution so moved is passed and no provision for the automatic re-
appointment of retiring Directors by virtue of these Articles or the Act in default of another
appointment shall apply.

General Powers of the Board

143.a Subject to the provisions of the Companies Act and these Articles, the Board of Directors of the
Company shall be entitled to exercise all such powers and to do all such acts and things as the
Company is authorised to exercise and do: Provided that the Board shall not exercise any power or do
any act or thing which is directed or required whether by the Act or the rules thereunder or by the
Memorandum and Articles of Association of the Company or otherwise, to be exercised or done by the
Company in a General Meeting: Provided further that in exercising any such power or doing any such
act or thing, the Board shall be subject to the provisions contained in that behalf in the Act, or in the
Memorandum & Articles of Association of the Company, or in any Rules or regulations not
inconsistent therewith and duly made thereunder, including regulations made by the Company in
General Meeting;

143.b No regulations made by the Company in a General Meeting shall invalidate any prior act of the Board
which would have been valid if that regulation had not been made.

Powers of Directors
144. The business of the Company shall be managed by the Board who may exercise all such powers of the
Company and do all such acts and things as may be necessary, unless otherwise restricted by the Act,

or by any other Law or by the Memorandum or by the Articles required to be exercised by the
Company in a General Meeting. However no regulation made by the Company in a General Meeting

456
shall invalidate any prior act of the Board which would have been valid if that regulation had not been
made.

DIVIDENDS

Dividends

145.a Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all
dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in
respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares in the

Company, dividends may be declared and paid according to the amounts of the shares;

145.b. No amount paid or credited as paid on a share in advance of call shall be treated for the purposes of this.
clause as paid on the share;

145.c. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend is paid; but if
any share is issued on terms providing that it shall rank for dividend as from a particular date, such
share shall rank for dividend accordingly.

Declaration of dividends

146. | The Company in a General Meeting may declare a dividend to be paid to the members according to
their rights and interests in the profits, and may fix the time for payment.

Restriction on amount of dividend

147. No larger dividend shall be declared than is recommended by the Directors but the Company in a
General Meeting may declare a smaller dividend

What is to be deemed net profits

148. The declaration of the Directors as to the amount of the net profits of the Company shall be conclusive

Interim dividend

149. Subject to the provisions of Section 123 (3) of the Companies Act, 2013, the Directors may from time
anne to the members such interim dividends as in their judgment the position of the Company

Debts may be deducted

150. The Directors may retain any dividends on which the Company has a lien and may apply the same in or
towards the satisfaction of the debts, liabilities or engagements in respect of which lien exists.

Retention in certain cases

151. The Directors may retain the dividends payable upon shares in respect of which any person is under the
Transmission Clause entitled to become a member, or which any person under that clause is entitled to
transfer until such person shall become a member in respect thereof or shall duly transfer the same.

Unpaid or Unclaimed Dividend

154, If the Company has declared a Dividend but which has not been paid or claimed within 30 (thirty) days
from the date of declaration, the Company shall transfer the total amount of dividend, which remained
unpaid or unclaimed within 7 (seven) days from the date of expiry of the said period of 30 (thirty) days
to a special account to be opened by the Company in that behalf in any scheduled bank to be called the
“Unpaid Dividend of AGS Transact Technologies Limited”;

154.a Any money so transferred to the unpaid Dividend account of the Company which remains unpaid or
unclaimed for a period of 7 (seven) years from the date of such transfer, shall be transferred by the

457
Company to the Fund established under sub-section (1) of Section 125 of the Companies Act, 2013,
viz. “Investors Education and Protection Fund”;

154.b. No unpaid or unclaimed Dividend shall be forfeited by the Board before the claim becomes barred by
Law.

CHIEF EXECUTIVE OFFICER, MANAGER ETC.

155. Subject to the provisions of the Act and the Rules, a chief executive officer, manager, company
secretary and chief financial officer may be appointed by the Board for such term, at such remuneration
and upon such conditions as it may think fit; and any chief executive officer, manager, company
secretary and chief financial officer so appointed may be removed by means of a resolution of the
Board; the Board may appoint one or more chief executive officers for its multiple businesses.

MANAGING AND WHOLE-TIME DIRECTORS

156.a Subject to the provisions of the Companies Act, the Directors may from time to time appoint one or
more of their body to be the Managing Director and/or Whole time Director of the Company, in
accordance with the provisions of the Act and the Rules;

156.b A Managing Director and/or Whole time Director so appointed shall exercise the powers and
authorities conferred upon him by an agreement entered into between him and the Company and/or by
a Resolution of the Board and be subject to the obligations and restrictions imposed upon him thereby
or by the Act.

CAPITALIZATION OF RESERVES
159.1 The Company in a General Meeting may, upon the recommendation of the Board, resolve:

a. that it is desirable to capitalise any part of the amount for the time being standing to the credit
of any of the Company’s reserve accounts, or to the credit of the Profit and Loss account, or
otherwise available for distribution; and

b. that such sum be accordingly set free for distribution in the manner specified in clause (2)
amongst the members who would have been entitled thereto, if distributed by way of dividend
and in the same proportions.

159.2 The sums aforesaid shall not be paid in cash but shall be applied subject to the provisions contained in
clause (3) either in or towards:

i paying up any amounts for the time being unpaid on any shares held by such members
respectively;

ii paying up in full, unissued shares of the Company to be allotted and distributed, credited as
fully paid up, to and amongst such members in the proportions aforesaid; or

iii partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii).

159.3. A Securities Premium Account, Share Premium Account and Capital Redemption Reserve Account
may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be
issued to members of the Company and fully paid bonus shares.

INDEMNITY
Indemnity

177. Subject to the provisions of the Companies Act, every Director, Manager, Managing Director, Auditor,
Secretary and other officer or servants of the Company shall be indemnified by the Company against,
and it shall be the duty of the Directors out of the funds of the Company to pay all cost, losses and
expenses which any such officer or servant may incur or become liable to by reason of any contract
entered into, or act or thing done by him as such officer or servant, or in any way in the discharge of his
duties, and the amount for which such indemnity is provided shall immediately attach as a lien on the
property of the Company, and have priority as between the members over all other claims.

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Individual responsibility of Directors

178.

Subject to the provisions of the Companies Act, no Director, auditor or other officer of the Company
shall be liable for the acts, receipts, neglects or defaults or any other Director or Officer, or for joining
in any receipt or other act for conformity or for any loss or expense happening to the Company through
the insufficiency or deficiency of title to any property acquired by order of the Directors for or on
behalf of the Company, or for the insufficiency or deficiency of any security in or upon which any of
the moneys of the Company shall be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortious act of any person with whom any moneys, securities or effects shall be deposited
or for any loss occasioned by any error of judgement, omission, default or oversight on his part or for
any other loss, damage or misfortune whatever, which shall happen in relation to the execution of the
duties of his office or in relation thereto unless the same happen through his own dishonesty.

WINDING UP

Distribution of Assets

179.

If the Company is to be wound up and the assets available for distribution among the Members as such
are insufficient to repay the whole of the paid-up capital, such assets shall be distributed so that as
nearly as may be, the losses shall be borne by the Members in proportion to the capital paid-up, or
which ought to have been paid-up, at the commencement of the winding up, on the shares held by them
respectively. And if in winding up, the assets available for distribution among the Members are more
than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the
excess shall be distributed amongst the Members in proportion to the capital at the commencement of
the winding up paid-up or which ought to have been paid on the shares held by them respectively. But
this Article is to be without prejudice to the rights of the holders of shares issued upon special terms
and conditions.

Distribution in specie or kind

180.a

180.b.

180.c

If the Company shall be wound up, the liquidator, may with the sanction of a Special Resolution of the
Company and any other sanction required by the Act, divide amongst the members in specie or kind the
whole or any part of the assets of the Company, whether they shall consist of property of the same kind
or not.

For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be carried out as between the members
or different classes of members.

The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon
such trusts for the benefit of the contributories as the liquidator, with the like sanction shall think fit,
but so that no member shall be compelled to accept any shares or other securities whereon there is any
liability.

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SECTION IX: OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts which have been entered or are to be entered into by our
Company which are or may be deemed material have been entered or are to be entered into by our Company.
These contracts, and also the documents for inspection referred to hereunder, were attached to the copy of the
Red Herring Prospectus which was delivered to the RoC for filing and were also be available at the following
web-link — https://www.agsindia.com/copy-of-material-contracts.asp. Copies of the above mentioned
documents, could have been inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days
from the date of the Red Herring Prospectus until the Bid/Offer Closing Date.

A. Material Contracts for the Offer
1. Offer agreement dated August 18, 2021, entered into among our Company, the Selling Shareholders
and the BRLMs.

2. Registrar agreement dated August 18, 2021 entered into among our Company, the Selling Shareholders
and the Registrar to the Offer.

3. Cash escrow and sponsor bank agreement dated January 11, 2022 entered into among our Company,
the Selling Shareholders, the BRLMs, the Syndicate Members, the Banker to the Offer and the
Registrar to the Offer.

4, Share escrow agreement dated January 11, 2022 entered into among our Company, the Selling
Shareholders and the Share Escrow Agent.

5. Syndicate agreement dated January 11, 2022 entered into among our Company, the Selling
Shareholders, the BRLMs, the Registrar and the Syndicate Members.

6. Underwriting agreement dated January 22, 2022 entered into among our Company, the Selling
Shareholders and the Underwriters.

B. Material Documents

1. Certified copies of the Memorandum of Association and Articles of Association of our Company, each
as amended from time to time.

2. Certificate of incorporation dated December 11, 2002.
3. Fresh certificate of incorporation consequent upon change in name dated June 3, 2010.
4. Fresh certificate of incorporation dated July 20, 2010 issued by the RoC at the time of conversion from

a private limited company into a public limited company.

5. Resolution of the Board dated August 4, 2021 in relation to the Offer and other related matters.

6. Resolutions of the Board dated August 18, 2021, January 11, 2022 and January 22, 2022, approving the
Draft Red Herring Prospectus, the Red Herring Prospectus and this Prospectus, respectively.

7. Consent letter of each Selling Shareholder authorising the Offer for Sale as set out in “The Offer” on
page 60.

8. Copies of the annual reports of our Company for the Financial Years 2021, 2020 and 2019.

9. The examination report of our Statutory Auditors dated January 6, 2022, on the Restated Consolidated

Financial Information included in this Prospectus.

10. The Report on the Statement of Possible Special Tax Benefits dated August 18, 2021 from the
Statutory Auditor.

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30. In-principle listing approvals dated September 1, 2021 and September 8, 2021 issued by the BSE and
the NSE, respectively.

31. Final observation letter bearing number SEBI/HO/OW/P/33968/2021 dated November 24, 2021
addressed to the BRLMs from the SEBI.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to our
Shareholders, subject to compliance with the provisions contained in the Companies Act and other relevant
statutes.

462
11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24.

25.

26.

27.

28.

29.

Consent of the Selling Shareholders, our Directors, the BRLMs, the Legal Advisors to our Company as
to Indian law, the Legal Advisors to the BRLMs as to Indian law, the International Legal Advisors to
the BRLMs, the Registrar to the Offer, the Bankers to our Company, our Company Secretary and
Compliance Officer, the Syndicate Members, the Banker to the Offer and the Sponsor Bank in their
respective capacities.

Consent of B S R & Co. LLP, Chartered Accountants, to include its name as required under Section 26
of the Companies Act, 2013 in this Prospectus and as an “Expert” as defined under Section 2(38) of the
Companies Act, 2013 in respect of the report of the Auditor on the restated consolidated financial
information, dated January 6, 2022, and the report on the statement of possible special tax benefits
dated August 18, 2021.

ESOS 2012 and ESOS 2015.

Statement showing allotment of Equity Shares pursuant to exercise of options under the ESOP
Schemes, aggregated on a quarterly basis.

Consent from Ken Research Private Limited in relation to their reports titled “India ATM Market
Outlook to 2026” and “India Payment Services Market Outlook to 2026”, dated November 30, 2021.

Reports titled “India ATM Market Outlook to 2026” and “India Payment Services Market Outlook to
2026” each dated August 2021, respectively, exclusively prepared, paid for by our Company and issued
by Ken Research Private Limited.

Share purchase agreement dated November 25, 2013 among GTSL, Novus SGP and Mr.
Balasubramanian Narayan lyer.

Share purchase agreement dated March 23, 2018, as amended by the amendment agreement dated

March 29, 2018, among TPG, Oriole, our Company, Mr. Ravi B. Goyal and Vineha Enterprises Private
Limited.

Share purchase agreement dated June 17, 2019 between Mr. Ravi B. Goyal and Vineha Enterprises
Private Limited.

Share Subscription Agreement dated April 1, 2021 entered into between Vineha Enterprises Private
Limited and the Company.

Share Purchase Agreement dated August 16, 2021 between Mr. Ravi B. Goyal and the Company, as
amended by the amendment letter dated December 1, 2021, to purchase the VEPL CCPS.

CCPS Cash Escrow Agreement dated December 1, 2021 entered into among our Company, Mr. Ravi B.
Goyal and the CCPS Cash Escrow Bank.

CCPS Share Escrow Agreement dated November 29, 2021 entered into among our Company, Mr. Ravi B.
Goyal and the CCPS Share Escrow Agent.

Personal guarantee provided by Mr. Ravi B. Goyal in favour of Vistra ITCL (India) Limited.

Personal guarantee provided by Mr. Ravi B. Goyal in favour of the secured loan availed by Instrument
Research Associates Private Limited.

Employment Agreement dated July 23, 2021, between our Company and Mr. Ravi B. Goyal, and the
resolution of the Board dated June 9, 2021 and the resolution of the Shareholders dated June 18, 2021,
in relation to re-appointment of Mr. Ravi B. Goyal as the Managing Director of our Company.

Tripartite Agreement dated October 19, 2010 among our Company, NSDL and the Registrar to the
Offer.

Tripartite Agreement dated October 25, 2010 among our Company, CDSL and the Registrar to the
Offer.

Due Diligence Certificate dated August 18, 2021 addressed to the SEBI from the BRLMs.

461
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules
or regulations made thereunder or the guidelines issued, as the case may be. I further certify that all the
disclosures in this Prospectus are true and correct.

Mr. Ravi B. Goyal

Chairman and Managing Director
Place: Mumbai

Date: January 22, 2022

463
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules
or regulations made thereunder or the guidelines issued, as the case may be. I further certify that all the
disclosures in this Prospectus are true and correct.

Mrs. Anupama R. Goyal
Non-Independent, Non-Executive Director

Place: Mumbai
Date: January 22, 2022

464
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules
or regulations made thereunder or the guidelines issued, as the case may be. I further certify that all the
disclosures in this Prospectus are true and correct.

Mr. Sudip Bandyopadhyay
Independent, Non-Executive Director

Place: Mumbai
Date: January 22, 2022

465
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules.
or regulations made thereunder or the guidelines issued, as the case may be. I further certify that all the
disclosures in this Prospectus are true and correct.

Mr. Vijay Chugh
Independent, Non-Executive Director

Place: Mumbai
Date: January 22, 2022

466
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules:
or regulations made thereunder or the guidelines issued, as the case may be. | further certify that all the
disclosures in this Prospectus are true and correct.

Mr. Rahul Narain Bhagat
Independent, Non-Executive Director

Place: Mumbai
Date: January 22, 2022

467
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules:
or regulations made thereunder or the guidelines issued, as the case may be. | further certify that all the
disclosures in this Prospectus are true and correct.

Mr. Subrata Kumar Mitra
Independent, Non-Executive Director

Place: Mumbai
Date: January 22, 2022

468
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules.
or regulations made thereunder or the guidelines issued, as the case may be. I further certify that all the
disclosures in this Prospectus are true and correct.

Mr. Stanley Johnson P
Executive Director

Place: Mumbai
Date: January 22, 2022

469
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules:
or regulations made thereunder or the guidelines issued, as the case may be. I further certify that all the
disclosures in this Prospectus are true and correct.

Mr. Vinayak R. Goyal
Executive Director

Place: Mumbai
Date: January 22, 2022

470
DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and
guidelines issued by the Government and the rules, regulations and guidelines issued by the SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with and no statement made in this
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act or the rules:
or regulations made thereunder or the guidelines issued, as the case may be. I further certify that all the
disclosures in this Prospectus are true and correct.

Mr. Saurabh Lal
Chief Financial Officer

Place: Mumbai
Date: January 22, 2022

471
DECLARATION

I, Ravi B. Goyal, hereby certify and confirm that all statements, disclosures and undertakings made or
confirmed by me or about or in relation to me, as a Promoter Selling Shareholder and the Equity Shares offered
by me in the Offer for Sale in this Prospectus are true and correct.

Mr. Ravi B. Goyal

Date: January 22, 2022
Place: Mumbai

472
DECLARATION

Each of the Other Selling Shareholders, severally and not jointly, confirm that all statements, disclosures and
undertakings made or confirmed by such Selling Shareholder or about or in relation to such Selling Shareholder,
as a Selling Shareholder, and the Equity Shares offered by such Selling Shareholder in the Offer for Sale in this
Prospectus are true and correct. The Other Selling Shareholders assume no responsibility for any other
statements made by the Company or any other person(s) in this Prospectus.

Name: Ravi B. Goyal (on behalf of the Other Selling Shareholders as a power of attorney holder)
Designation: Power of Attorney Holder

Date: January 22, 2022

Place: Mumbai

473
