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.

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