Directors Report of AGS Transact Technologies Ltd.

Mar 31, 2024

Your Directors are pleased to present the 21^st Annual Report along with the Audited Financial Statements of your Company for the financial year ended on 31 March 2024.

1. FINANCIAL HIGHLIGHTS:

Particulars	FY 2023-24		FY 2022-23
Particulars	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	10,433.82	14,706.34	12,102.43	16,712.73
Total Income	10,937.04	15,087.67	12,387.83	17,075.12
Total expenses before interest, depreciation and amortisation and tax	9,321.83	12,731.83	9,266.15	12,756.37
Earnings before interest, tax, depreciation and amortization (EBITDA)	1,615.21	2,355.84	3,121.68	4,318.75
Less: Finance Costs	1,260.37	1,477.04	1,215.57	1,436.96
Less: Depreciation and amortization expense	1,580.62	2,132.27	1,724.60	2,306.49
(Loss) Profit/ for the year before share of profit/(loss) of associate	(1,225.78)	(1,253.47)	181.51	575.30
Share of net loss of associate (net of income tax)	-	-	-	-
(Loss)/ Profit before tax	(1,225.78)	(1,253.47)	181.51	575.30
Less: Tax Expenses
Current Tax	(45.47)	81.65	3.33	164.61
Adjustment of tax relating to previous years	-	-	-	(3.26)
Deferred tax (credit)/charge	(510.46)	(534.24)	29.41	44.33
(Loss)/ Profit for the year	(669.85)	(800.88)	148.77	369.62
Basic Earnings per Equity share (in '')	(5.55)	(6.64)	1.24	3.07
Diluted Earnings per Equity share (in '')	(5.55)	(6.64)	1.21	3.01

OVERVIEW OF COMPANYâS BUSINESS AND FINANCIAL PERFORMANCE

During the year under review, the revenue from operations on a standalone basis was '' 10,433.82 Million as compared to '' 12,102.43 Million in the previous year. The revenue from operations on a consolidated basis was '' 14,706.34 Million as compared to '' 16,712.73 Million in the previous year. The same was on account of decrease in revenue of other automation solutions to '' 497.25 in current year from '' 1,918.74 Million in the previous year. On a standalone basis, the loss for the year was '' 669.85 Million whereas on a consolidated basis the loss for the year was '' 800.88 Million. The loss was primarily on account of loss allowance of trade receivable and certain commitment payments. FY 2023-24 was the year of consolidation, as we are in the process of shifting gears towards high growth areas particularly on the digital payment side, which is a key focus area for the Company. As a result, we saw subdued performance with total income of

'' 15,088 Million and Adjusted EBITDA of '' 3,815 Million. During the year under review, our operating cash flows improved to '' 3,492 Million and net debt reduced to '' 5,707 Million. The Company intends to retire the entire debt over the next 5 years.

Your Company is 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. 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. The company operates in three broad business segments, namely, Payment Solutions; Banking Automation Solutions; and Other Automation Solutions. The Company serves diverse industries such as banking, retail, petroleum, toll and transit, cash management and fintech in India and other select countries in Asia.

During the year under review, the Company has won order for 1,350 ATMs from Indiaâs largest PSU Bank under its Banking Automation Solutions portfolio. The PSU Bank will strategically deploy these ''AGSâ branded ATMs on a PAN-India basis during FY 2023-24. This order will contribute towards strengthening our topline for the Banking Automation Solutions segment. Further, the Company won an order of '' 1,100 Crores over 7 years for deploying 2,500 ATMs under Outsourced/Managed Services portfolio from Indiaâs largest PSU bank. The Company will deploy these ATMs on a Transaction fee basis under the Total Outsourcing Model. The Company has begun the deployment of these new ATMs in calendar year 2024. The addition of these ATMs will further strengthen our leadership position in the industry. These include manufacturing and deployment of ATMs alongwith managed services which include ATM management, maintenance, cash management, etc. on a PAN India basis. As a result, it will strengthen our performance in terms of topline as well as bottomline. It will also contribute to the overall revenue stream of our cash management subsidiary i.e. Securevalue India Limited (SVIL).

During the year under review, SVIL completed deployment of approximately 270 Dedicated Cash Vans (DCV) for PSU Banks. SVILâs DCV service provides secured dedicated cash vans along with a dedicated team of trained personnels to Banks and Financial Institutions for ensuring safe and seamless transport of cash and other valuables.

The Company has commenced pilot testing of a contactless fuel payment solution on the Ongo app at select fuel retail outlets of one of the leading OMCs (Oil Marketing Companies) in Mumbai. Offered on an open-loop platform, this cardless & contactless solution aims to provide consumers an enhanced digital experience at any fuel retail outlet in India. Ongo app users will be able to pre-set the desired fuel amount and enjoy a more-convenient fuel-filling and fuel payment experience via the Ongo open-loop wallet or virtual prepaid card. Additionally, consumers can use the Ongo app for making non-fueling purchases at any RuPay acceptance point. The aim of the pilot testing is to evaluate the operational performance of the Ongo open-loop solution for fuel payments while analysing any deployment challenges. The Company onboarded 580 fleet vehicles in the pilot phase in Mumbai.

The Company has also launched Ongo Open-loop Cobranded Prepaid Cards with a leading Indian FMCG conglomerate.

As of 31 March 2024, it deployed 248,585 payment terminals and was one of the largest deployers of PoS terminals at petroleum outlets in India, having rolled out 41,756 terminals at various petroleum outlets.

At AGS Transact, we are anticipating a promising FY 2024-25 for our digital payments business with several exciting new launches in the pipeline. We are in the process of developing an asset-light digital business model focused on expanding our PPI infrastructure and leveraging our digital payment ecosystem, Ongo, through collaborations across the FMCG, Mobility, and Fuelling sectors, among others. This is expected to result in a high-growth segment, substantially improving the revenue and profitability over the next few years. Furthermore, the rapid expansion of bank branches network and the widespread adoption of cash recycler machines (CRMs) are expected to further drive growth in AGS Transactâs core cash payments business. We are also actively working to further strengthen this segment through multiple contract renegotiations currently in the pipeline to improve profitability.

An analysis of the financials and business performance of the Company during the year under review is included in the Management Discussion and Analysis which forms a separate section of the Annual Report.

LISTING

The Equity shares of the Company are listed on BSE Limited (âBSEâ) and National Stock Exchange of India Limited (âNSEâ). Requisite annual listing fees for FY 2023-24 has been duly paid to both the Stock Exchanges within stipulated time.

DIVIDEND

On account of loss during the financial year under review, the Board of Directors have not recommended any dividend for FY 2023-24.

RESERVES

During the year under review, your Company has not transferred any amount to the Reserves.

CHANGE(S) IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business or any activity of business of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act 2013 (âthe Actâ) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [âSEBI Listing Regulationsâ], with an appropriate combination of Executive, Non-Executive, Women and Independent Directors.

As on 31 March 2024, the Board of the Company has 8 (Eight) Directors comprising of 1 (One) Managing Director, 2 (Two)

Executive Directors, 1 (One) Non-Executive Director and 4 (Four) Independent Directors.

During the financial year under review, there were below changes in the Board constitution of the Company:

â¢ Cessation of Mr. Rahul Bhagat (DIN: 02473708) as NonExecutive, Independent Director w.e.f end of day from 6 June 2023 on account of completion of his term.

â¢ Appointment of Ms. Preeti Malhotra (DIN: 00189958) as an Additional Director (Non-Executive, Independent Director) w.e.f 28 June 2023.

â¢ Regularisation of appointment of Ms. Preeti Malhotra (DIN: 00189958) as a Non-Executive, Independent Director for a period of 5 years at the 20^th AGM of the Company held on 25 September 2023.

â¢ Mr. Vinayak R. Goyal (DIN: 09199173), Executive Director, retired by rotation and was re-appointed at the 20^th Annual General Meeting of the Company held on 25 September 2023.

â¢ Re-appointment of Mr. Stanley Johnson Panacherry (DIN: 08914900) and Mr. Vinayak R. Goyal (DIN: 09199173) as Executive Directors w.e.f. 9 June 2024 for a period of 3 years approved by members through postal ballot dated 29 March 2024.

Post 31 March 2024 till the date of signing this report, there has been no change in the Board constitution.

In accordance with the Articles of Association of the Company and the provisions of the Section 152 of the Companies Act 2013, Mr. Sudip Bandyopadhyay (DIN: 00007382) will retire by rotation at the ensuing 21^st Annual General Meeting (âAGMâ) and being eligible, has offered himself for re-appointment which has been recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company and the notice for the ensuing 21^st Annual General Meeting contains the details of the said re-appointment.

Mr. Ravi B. Goyal (DIN: 01374288) - Chairman and Managing Director, Mr. Saurabh Lal - Chief Financial Officer and Ms. Sneha Kadam - Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as at the date of this Report.

None of the Directors of the Company are disqualified for being appointed as directors, as specified in Section 164 (1)/ Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholdersâ Relationship Committee, Risk Management Committee and Corporate Social

Responsibility Committee and meetings of those Committees held during the year is given in the Report on Corporate Governance annexed as âAnnexure 1â.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors of your Company.

Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, as applicable, on the Independent Directorsâ Databank. All the Independent Directors of the Company have complied with the requirements laid down under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Except, Mrs. Jhuma Guha (DIN:00007454), Non-Executive, Independent Director, who holds 185 equity shares in your Company, none of the Independent Non-Executive Directors held any equity shares of your Company during the financial year ended 31 March 2024 and as on the date of this report.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company possess requisite qualifications, experience and expertise. In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs (âIICAâ). Pursuant to amendments in section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank.

All our Independent Directors i.e. Mr. Subrata Kumar Mitra, Mrs. Jhuma Guha, Mr. Sivanandhan Dhanushkodi, and Ms. Preeti Malhotra are exempted from the requirement to undertake online proficiency self-assessment test conducted by IICA.

SHARE CAPITAL

During the financial year under review, the Company has not issued any shares or made any allotments.

The Authorised Share Capital of your Company as on 31 March 2024 was '' 1,600,000,000 divided into 160,000,000 Equity Shares of '' 10 each.

The issued, subscribed and paid-up equity share capital of the Company as on 31 March 2024 was '' 1,214,030,760 divided into 121,403,076 equity shares of face value of '' 10 each.

There was no change in the Share Capital Structure of the Company during the financial year under review.

ISSUE OF SWEAT EQUITY SHARES

The Company has not issued Sweat Equity Shares during the financial year under review and hence the disclosure as required under Section 54 read with rule 8(13) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued Equity Shares with differential voting rights during the financial year under review and hence

the disclosure as required under Section 43 read with rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of your Company for FY 2023-24 are prepared in accordance with the provisions of the Companies Act, 2013, applicable accounting standards and as prescribed under the SEBI Listing Regulations.

Your Directors have pleasure in attaching the audited consolidated financial statements pursuant to Section 129(3) of the Act and Regulation 34 of SEBI Listing Regulations. The Audited Consolidated Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As stipulated under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Management Discussion and Analysis, is presented in a separate section forming part of the Annual Report.

CREDIT RATING

During the financial year under review, the details of credit rating obtained/renewed by the Company are as under:

Sr No.	Instrument	Rating	Rating Action	Type of rating	Name of the rating agency	Date
1	Long-term and short-term borrowings ('' 9,000.00 Million)	CRISIL A / Negative	Reaffirmed	Long Term Rating	CRISIL Ratings Limited	24 November 2023
2	Long-term and short-term borrowings ('' 9,000.00 Million)	CRISIL A / Stable	Reaffirmed	Long Term Rating	CRISIL Ratings Limited	26 April 2023
3	Working Capital Loan ('' 2,170.00 Million)	IND A / Negative/ Ind A1	Long-term rating affirmed; Outlook revised to Negative from Positive; Short-term rating downgraded	Long-Term Rating / Short-Term Rating	India Ratings and Research Private Limited	10 April 2023
4	Term Loans (''6,274.00 Million)	Ind A / Negative	Affirmed; Outlook revised to Negative from Positive	Long-Term Rating	India Ratings and Research Private Limited	10 April 2023
5	Commercial paper ('' 300.00 Million)	WD	*Withdrawn	Short-Term Rating	India Ratings and Research Private Limited	10 April 2023

*Since no such debt has been availed by the Company, India Ratings and Research Private Limited has withdrawn the rating assigned to the captioned debt instrument basis the request made by the Company.

AWARDS AND RECOGNITIONS

The Company received below awards and recognitions during the year:

â¢ Received recognition at the esteemed ET NOW Best BFSI Brands Conclave 2024 for excellence in providing outstanding digital customer experiences, minimising cybersecurity threats, accelerating technology innovation, minimizing their risk profile, among others;

â¢ Received Bronze award under ''Best Project - Corporateâ and ''Cafeteria Managementâ at iNFHRA''s Workplace Excellence Conference & Awards 2023-2024;

â¢ Received the recognition ''Economic Times Excellence in Innovationâ at The Global Innovation Network 2023.

AUDITORS AND AUDITORS REPORT

The observations and comments given in the Auditors Report read together with the notes to the accounts are self-explanatory and do not call for any further information and explanation. The Report given by M/s. B S R & Co. LLP, Chartered Accountants on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Audit Committee composition and details with respect to the number of meetings and attendance at the meetings are provided in the Report on Corporate Governance forming part of the Annual Report FY 2023-24. During the year under review, there have been no instances whereby the Board of Directors of the Company has not accepted the recommendations made by the Audit Committee on any matter which is mandatorily required.

COST AUDITORS

M/s. Kishore Bhatia & Associates, Cost Accountants, will be carrying out the cost audit of the Company for the financial year 2023-24. The Company has duly maintained cost records as required under the provisions of the Companies Act 2013. The Board of Directors have re-appointed them to conduct the audit of the cost records of the Company for FY 2024-25 in compliance with section 148 of the Companies Act, 2013.

INTERNAL AUDITORS

The Board of Directors have appointed M/s. Mahajan & Aibara Chartered Accountants LLP, (Firm Registration No: 105742W), as Internal Auditors for the FY 2023-24 to conduct the internal audit of the various areas of operations and records of the Company.

SECRETARIAL AUDIT REPORT

M/s. Bhandari & Associates, Practising Company Secretaries, (Unique Identification No.: P1981MH043700) were appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24 as required under Section 204 of the Companies Act, 2013 and the rules made thereunder. The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as âAnnexure 2â.

The Secretarial Auditorsâ Report for FY 2023-24 does not contain any qualification, reservation or adverse remark, except as mentioned in the form MR-3 which is annexed to this report as âAnnexure 2â.

The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

Sr. No. Particulars	Comments
1. The Company has disbursed/	The Company	had
transferred the CSR funds under	disbursed	CSR
the statutory obligation laid	contribution to	the
down in Section 135 of the Act to	implementing agency
the implementing agency (AGS	(AGS Community
Community Foundation, a Section	Foundation, a Section
8 company and subsidiary of the	8 company	and
Company). However, the amount	subsidiary of	the
transferred in the current year	Company) and	has
('' 6.50 Million) remain unutilized	identified Project AGS
by the implementing agency as	Shiksha to utilise	the
of 31 March 2024. Additionally,	said contribution.	The
out of the CSR funds disbursed in	CSR contribution	shall
the previous financial year 2022-	thus be utilised towards
23 amounting to '' 11.1 Million,	Project
'' 3.01 Million remain unutilized as	AGS Shiksha by	the
of 31 March 2024. Furthermore, the	implementing agency
amounts disbursed for the financial	in a judicious	and
years 2020-21 and 2021-22 were fully	beneficial manner.
utilized by implementing agency in
FY 2023-24.

Securevalue India Limited and India Transact Services Limited, wholly owned subsidiaries of the Company falls within the ambit of âMaterial Subsidiaryâ as per the SEBI Listing Regulations for the financial year 2023-24. The Secretarial Audit Report of Securevalue India Limited and India Transact Services Limited for the Financial Year 2023-24 is enclosed as âAnnexure 2Aâ and âAnnexure 2Bâ respectively to this report.

SUBSIDIARIES

As on 31 March 2024, the Company has 8 subsidiaries which include 3 Direct wholly owned subsidiaries, 1 subsidiary (section 8 company) and 4 overseas step down subsidiaries as under:

i. Securevalue India Limited (Wholly owned subsidiary);

ii. India Transact Services Limited (Wholly owned subsidiary);

iii. Global Transact Services Pte. Ltd. (Wholly owned subsidiary);

iv. Novus Technologies Pte. Ltd. (First level step down subsidiary through Global Transact Services Pte. Ltd.);

v. Novus Technologies (Cambodia) Company Limited (Second level step down subsidiary through Novus Technologies Pte. Ltd.);

vi. Novus Transact Philippines Corporation (Second level step down subsidiary through Novus Technologies Pte. Ltd.);

vii. Novustech Transact Lanka (Private) Limited (Second level step down subsidiary through Novus Technologies Pte. Ltd.); and

viii. AGS Community Foundation (Section 8 Company).

Further, as on 31 March 2024, the Company has an associate entity (45% stake) in Indonesia i.e. P.T. Nova Digital Perkasa through its first level step down subsidiary (Novus Technologies Pte. Ltd.).

During the year under review, none of the entities have ceased to be the Companyâs subsidiaries, joint ventures or associate companies.

The Board of Directors (including Audit Committee) have reviewed the affairs of the subsidiaries and associate entity. A Report on the performance and financial position of each of the subsidiaries and associate entity included in the Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this report as âAnnexure 3â.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the Shareholders of the Company at the corporate office of the Company.

The Company has framed a Policy for determining Material Subsidiary which is available on the website of the Company at https://www.agsindia.com/corporate-policies.aspx

CODE OF CONDUCT

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March 2024. The said Code is available on the website of your Company at https://www.agsindia.com/ corporate-policies.aspx. In accordance with Regulation 26 of the SEBI Listing Regulations, this is to confirm that all the Directors and the Senior Management personnel of the Company have affirmed compliance to the Code of Conduct for the Financial Year ended 31 March 2024. The declaration to this effect signed by Mr. Ravi B. Goyal, Chairman and Managing Director of the Company forms part of this Report as âAnnexure 4â.

RISK MANAGEMENT

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and incorporates risk treatment plans in its strategy, business and operational plans.

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives.

In Boardâs view, there are no material risks which might threaten the existence of the Company.

As on 31 March 2024, the Risk Management Committee comprises of the below:

1.	Mr. Ravi B. Goyal	Chairman of the Committee
2.	Mr. Sivanandhan Dhanushkodi	Member
3.	Mr. Saurabh Lal	Member
4.	Mr. Stanley Johnson Panacherry	Member
5.	Mr. Vinayak R. Goyal	Member
6.	Mr. Sudheer Parappurath	Member

EMPLOYEES STOCK OPTION SCHEMES

With a view to attract and retain key employees and talent working with the Company and its subsidiaries and to motivate them to contribute to the overall corporate growth and profitability of the Company, to augment shareholdersâ value and align the interests of employees with those of the shareholders of the Company, the Company had implemented the following:

â¢ Employee Stock Option Scheme - ESOS 2012 (âESOS 2012â) instituted vide Board and shareholders resolutions dated 29 February 2012 respectively and amended thereafter from time to time;

â¢ AGS Employee Stock Option Scheme 2015 (âESOS 2015â) instituted vide Board and shareholders resolutions dated 30 January 2015 and 3 February 2015 respectively and amended thereafter from time to time.

ESOS 2012 and ESOS 2015 are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [âSEBI SBEB Regulationsâ].

The Nomination & Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors Stock Option Plans of the Company in accordance with the SEBI SBEB Regulations.

During the year under review, the shareholders through postal ballot on 29 March 2024 have increased the option pool available to be granted ESOS 2015 by additional 3,000,000 options and also changed the manner of determination of exercise price for options to be granted under ESOS 2015.

During the year under review, the Company has not granted any stock options.

The particulars required to be disclosed pursuant to the SEBI SBEB Regulations shall be disclosed on Company website at https:// www.agsindia.com/corporate-governance/others.aspx#others.

SCHEME OF ARRANGEMENT

The Board of Directors of the Company have approved a Scheme of Arrangement (âSchemeâ) between the Company (âResulting Companyâ) and its wholly owned subsidiary i.e. India Transact Services Limited (âDemerged Companyâ) and their respective shareholders and creditors at their meeting held on 19 March 2024 involving the demerger of the Merchant Acquisition Business Undertaking of the Demerged Company (the âDemerged Undertakingâ) and transfer of such Demerged Undertaking to the Resulting Company.

The Scheme has been filed with the National Company Law Tribunal (âNCLTâ) in furtherance of the objective of consolidating the payment services activities of the Group relating to merchant acquisition business at the Resulting Company. The rationale of the Scheme is as under:

â¢ The Resulting Company is engaged in the business of providing customized products and services comprising ATM and Cash Recycler Machines (âCRMâ) outsourcing, cash management and digital payment solutions. The Demerged Company is engaged in the business of Merchant Acquisition Business and also holds a valid PPI license, issued by the Reserve Bank of India. The Demerged Company is a wholly owned subsidiary of the Resulting Company.

â¢ Currently, many large Merchant Acquisition Business contracts are secured by the Resulting Company which are further subcontracted and serviced by the Demerged Company.

â¢ The Scheme aims to consolidate the Merchant Acquisition Business activities under the Resulting Company, fostering better, more efficient, and economical resource management. This consolidation is expected to create synergies, particularly in the development of the Merchant Acquisition Business, offering improved opportunities for growth and scalability.

â¢ The Scheme, inter-alia, also leads to vertical integration of the Merchant Acquisition Business into the Resulting Company, thereby enabling it to position itself in a better manner in the market. The Resulting Company will be capable of providing a comprehensive range of services, from software solutions development to seamless transaction platforms, enhancing its competitiveness and market presence allowing the Resulting Company to offer the entire range of services to its customers starting from development and designing of software solutions to providing payment platforms for carrying out transactions.

â¢ The Scheme shall facilitate the Demerged Company to entirely focus on the PPI business, which includes contracts from

prominent entities like Patanjali Ayurved Limited, Bharuwa Solution Pvt. Limited and Bangalore Metro Rail Corporation Limited (BMRCL). The Demerged Company has also initiated pilot in automated fuelling based solution through the PPI business. This focused approach is expected to enable the Demerged Company to capitalize on the existing contracts and explore prospective business opportunities, thus aligning with and attracting potential clients interested in the PPI business. PPI license enables us to provide consumer centric solutions and open loop PPI card shall create better opportunities providing better consumer experience in making payments.

â¢ The Scheme will reduce management overlap and integrate the business functions, thereby streamlining the business structure of the group. The Scheme will ultimately result in better, efficient, and economical management, cost savings, pooling of resources, creating better synergies across the group, optimum utilization of resources, rationalization of administrative expenses/ services, and further development and growth of the respective businesses.

â¢ The Scheme is between a holding company and its wholly owned subsidiary and shall not in any manner be prejudicial to the interests of concerned shareholders/ creditors of the Companies and the general public at large.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI Listing Regulations, top 1,000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company had formulated and adopted its Dividend Distribution Policy, which is available on the Companyâs Website at https:// www.agsindia.com/corporate-policies.aspx.

BOARD CONSTITUTION

As on 31 March 2024, your Board comprises 8 (Eight) Directors comprising of 1 (One) Managing Director, 2 (Two) Executive Directors, 1 (One) Non-Executive Director and 4 (Four) Independent Directors.

The Board met 8 times during the FY 2023-24, the details of which are given in the Report on Corporate Governance forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI Listing Regulations.

On the basis of the written representations received from the Directors, none of the above Directors is disqualified under Section 164 (2) of the Act.

Post 31 March 2024 till the date of signing this report, there have been no changes in the Board constitution.

COMPANYâS POLICY RELATING TO PAYMENT OF REMUNERATION TO DIRECTORS AND KMPS:

The Companyâs policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel includes criteria for determining qualifications, positive attributes, independence of a Director and other matters as prescribed under Section 178(3) of the Companies Act, 2013. The compensation structure is merit-based, market-led and benchmarked against industry standards. The policy includes provisions w.r.t. criteria for appointment and payment of remuneration to Directors, Key Managerial Personnel and Senior Management Personnel of the Company.

The Companyâs Nomination and Remuneration Policy is available on the website of the Company at https://www.agsindia.com/ corporate-policies.aspx.

ANNUAL EVALUATION OF BOARDâS PERFORMANCE

The Nomination & Remuneration Committee carried out annual performance evaluation of the Board, its Committees and Individual Directors for the financial year 2023-24 at their meeting held on 29 May 2024. During the financial year under review, the Independent Directors of your Company in separate meeting held on 19 March 2024 without presence of other Directors and management evaluated performance of the Chairman, Managing Director and other Non-Independent Directors including Executive Directors, along with performance of the Board/Board Committees and other senior management members. The evaluation of the performance of the Directors was done through discussions, the criteria of which included, inter alia, board structure, contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management.

The Board of Directors (excluding the director being evaluated) have also evaluated the performance of Independent and NonIndependent Directors, fulfilment of their independence criteria and their independence from the management, performance of the Board as a whole and that of the Chairman of the Meetings/Committees.

VIGIL MECHANISM

channel to the Directors, Employees and Stakeholders to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code or the Terms of reference or the Policy without fear of punishment or unfair treatment. The Policy ensures to protect the whistle blower from unfair adverse personal action and no individual has been denied access to the audit committee under the policy. The policy is available on the website of the Company and can be viewed on: https://www. agsindia.com/corporate-policies.aspx.

DEPOSITS

During the financial year 2023-24, your Company has not invited, accepted or renewed any fixed deposits from the Public within the meaning of Section 73 and 76 of the Companies Act, 2013 (âthe Actâ) read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, as on 31 March 2024, there was no principal or interest outstanding in respect thereof.

ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return for the financial year ended 31 March 2024 in Form MGT-7 can be accessed on our website at https://www.agsindia.com/corporate-governance.aspx.

STATEMENT ON MATERIAL CHANGES & COMMITMENTS

Except as stated below, there are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 202324 and the date of this Report:

â¢ The Company has approved issuance of upto 25,236,500 Convertible Warrants (âWarrantsâ) carrying an entitlement to subscribe to an equivalent number of equity shares of face value of '' 10/- each to Promoter/Promoter Group and NonPromoters on a preferential basis in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirement) Regulations, 2018, as amended.

â¢ Further, pursuant to the special resolution passed on 18 July 2024 by the members of the Company through Postal Ballot and in-principal approvals granted by National Stock Exchange of India Limited and BSE Limited on 31 July 2024 and 1 August 2024 respectively, the Board of Directors of AGS Transact Technologies Limited (the âCompanyâ) at their meeting held on Wednesday, 14 August 2024 approved the allotment of 20,109,100 Warrants convertible into equal number of equity shares of face value of '' 10/- each at an Issue Price of '' 79.25/-per warrant on preferential basis to Promoter/Promoter Group and Non-Promoters allottees.

STATEMENT ON MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companyâs operations in future.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has an effective internal control and risk mitigation system, which is reviewed and constantly updated. The internal controls including the internal financial control of the Company are managed and reviewed by the Audit Committee and apart from the staff employed by the Company, the Company has also appointed independent Internal Auditors to review and monitor the internal financial controls and their adequacy. The Internal Financial Controls of the Company are adequate and commensurate with the size and nature of business of the Company.

REPORTING OF FRAUDS

There were no instances of fraud as required to be reported by the Statutory Auditors of the Company to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the year 2023-24:

â¢ No. of complaints at the beginning of the year 2023-24 : NIL

â¢ No. of complaints received during the year 2023-24: NIL

â¢ No. of complaints disposed of during the year 2023-24 : NIL

â¢ No. of complaints at the end of the year 2023-24: NIL

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information in accordance with the provisions of Section 134(3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in âAnnexure 5â forming part of this Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES

The Company has complied with the provisions of Section 185 & 186 of the Act w.r.t. granting loans, making investments and providing guarantees & securities to its subsidiaries. Further, The Company has availed guarantee from one of its subsidiary during the period under review. Details of the same are referred at Note 46 (Notes to the financial statements) of the standalone financial statements as on 31 March 2024.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year under review were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. During the year under review, there are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior inprinciple approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the in-principle approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.

The Company has framed a Related Party Transactions Policy which is available at the below link: https://www.agsindia.com/corporate-poiicies.aspx

There are no material related party transactions which are not in ordinary course of business or which are not on armâs length

basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

MD AND CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the Managing Director and CFO of your Company have certified the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March 2024. Their Certificate is annexed as âAnnexure 6â to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE - TERMS OF REFERENCE

The terms of reference of the CSR Committee are as follows:

TERMS OF REFERENCE OF CSR COMMITTEE:

â¢ Review and recommend the CSR Policy to the Board of Directors;

â¢ Recommend the amount of annual expenditure to be incurred on the CSR activities;

â¢ Formulate the annual action plan for each financial year and recommend the same to the Board;

â¢ Review and recommend to the Board, certain CSR projects/ programmes as ongoing projects in accordance with the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014;

â¢ Review the impact assessment reports of CSR projects, whenever applicable as per the Act and CSR Rules;

â¢ Annually report to the Board, the status of the CSR activities and contributions made by the Company.

â¢ To discharge any other function as may be delegated to it by the Board and falling under the purview of the Companyâs CSR Policy.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as detailed in CSR Report are set out in âAnnexure 7â in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3)(c) & 134(5) of the Companies Act, 2013, with respect to Directorsâ

Responsibility Statement, it is hereby confirmed that for the concerned FY 2023-24:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and loss of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

As required by Regulation 34 of the SEBI Listing Regulations, a detailed Report on Corporate Governance is included in the Annual Report as âAnnexure 1â.

M/s. Bhandari & Associates, Practising Company Secretaries, Mumbai, have certified your Companyâs compliance requirements in respect of Corporate Governance, in terms of Regulation 34 of the SEBI Listing Regulations; and their Compliance Certificate is annexed to the Report on Corporate Governance. (âAnnexure 8â).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the financial year ended 31 March 2024 as stipulated under Regulation 34(2) of SEBI Listing Regulations is attached as a part of this Annual Report as âAnnexure 9â.

PARTICULARS OF EMPLOYEES

The information under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

â¢ Ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director in the financial year:

Sr No.	Name of the Director	Designation	Ratio of Remuneration of each Director/KMP to median remuneration of employees	Percentage increase/ decrease in Remuneration in the financial year 2023-24 over financial year 2023-23
1	Mr. Ravi B Goyal	Chairman & Managing Director	48.98	NIL
2	Mr. Sudip Bandyopadhyay	Non-Executive, Non-Independent Director	11.33	8%
3	Mr. Rahul N. Bhagat	Non-Executive, Independent Director	2.03	-83%
4	Mr. Subrata Kumar Mitra	Non-Executive, Independent Director	9.18	-9%
5	Mrs. Jhuma Guha	Non-Executive, Independent Director	10.31	63%
6	Mr. Sivanandhan Dhanushkodi	Non-Executive, Independent Director	10.51	770%
7	Ms. Preeti Malhotra	Non-Executive, Independent Director	6.64	NA
9	Mr. Stanley Johnson P.	Executive Director	48.21	-2%
10	Mr. Vinayak R. Goyal	Executive Director	15.67	NIL

Notes:

â¢ The Non-Executive, Independent Directors of the Company are paid remuneration in the form of commission and sitting fees for meetings attended by them during FY 2023-24.

â¢ Mr. Sudip Bandyopadhyay, Non-Executive, Non-Independent Director of the Company is paid remuneration in the form of commission and sitting fees.

â¢ Mr. Sivanandhan Dhanushkodi was appointed w.e.f. 11 March 2023.

â¢ Mr. Rahul Narain Bhagat ceased to be an Indepenent Director w.e.f. 6 June 2023.

â¢ The median remuneration of employees of the Company during FY 2023-24 was '' 490,014.

â¢ Except sitting fees which is disclosed in financial statements, no director of the Company is in receipt of any remuneration or commission from the Companyâs subsidiary company.

â¢ Percentage increase in remuneration of Chief Financial Officer and Company Secretary in the financial year:

Name of the KMP	Designation	Percentage increase/ decrease in Remuneration in the financial year 2023-24 over financial year 2022-23
Mr. Saurabh Lal	Chief Financial Officer	NIL
Ms. Sneha Kadam	Company Secretary	NIL

â¢ Percentage increase in the median remuneration of employees in the financial year: 4.79%

â¢ Number of permanent employees on the rolls of the Company as on 31 March 2024: 1,106

â¢ Average percentile increase already made in the salaries ol employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NIL

â¢ It is affirmed that the remuneration paid is as per the Remuneration Policy of the Company: Yes

â¢ Receipt of any remuneration or commission by MD or WTD of the company from any subsidiary company is required to be disclosed pursuant to Section 197(14) - Not applicable

Any Member desirous of obtaining the statement containing particulars of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 may write to the Company Secretary at the e-mail ID [email protected]. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid annexure.

HUMAN CAPITAL

The Directors acknowledge and appreciate the contribution of all employees towards the performance of the Company and believe that the employees are the most valuable assets of the Company. The Company has a scalable recruitment and human resources management process.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

â¢ No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

â¢ The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation and gratitude to the various government authorities, bankers, customers, vendors, shareholders and all other stakeholders

for their continued co-operation and generous support. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion and Analysis describing the Companyâs objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

For and on behalf of the Board of Directors AGS Transact Technologies Limited

Ravi B. Goyal

Chairman & Managing Director (DIN: 01374288)

Address: C-3101, 31^st Floor, Beau Monde,

Appasaheb Marathe Marg, Prabhadevi, Mumbai- 400025

Place: Mumbai

Date: 4 September 2024

Mar 31, 2023

The Directors are pleased to present the 20^th Annual Report alongwith the Audited Financial Statements of your Company for the financial year ended on 31 March 2023.

FINANCIAL HIGHLIGHTS:

		('' in	Million, except per equity share data)
PARTICULARS	FY 2022 - 23		FY 2021 - 22
	Standalone	Consolidated	Standalone	Consolidated
Revenue from Operations	12,102.43	16,712.73	13,170.19	17,718.72
Total Income	12,387.83	17,075.12	13,320.36	17,972.65
Total expenses before interest, depreciation and amortisation and tax	9,266.15	12,756.37	9,954.34	13,609.66
Earnings before interest, tax, depreciation and amortisation (EBITDA)	3,121.68	4,318.75	3,366.02	4,362.99
Less: Finance Costs	1,215.57	1,436.96	2,309.86	2,502.09
Less: Depreciation and amortisation expense	1,724.60	2,306.49	1,870.69	2,518.73
Profit/(Loss) for the year before share of profit/(loss) of associate	181.51	575.30	(814.53)	(657.83)
Share of net loss of associate (net of income tax)				(7.94)
Profit / (loss) before tax	181.51	575.30	(814.53)	(665.77)
Less: Tax Expenses
Current Tax	3.33	164.61	41.80	154.25
Adjustment of tax relating to previous years		(3.26)
Deferred tax	29.41	44.33	29.91	4.66
Profit / (loss) for the year	148.77	369.62	(886.24)	(824.68)
Basic Earnings per Equity share (in '')	1.24	3.07	(7.45)	(6.93)
Diluted Earnings per Equity share (in '')	1.21	3.01	(7.45)	(6.93)

OVERVIEW OF COMPANYâS BUSINESS AND FINANCIAL PERFORMANCE

During the year under review, the revenue from operations on a standalone basis was '' 12,102.43 Million as compared to '' 13,170.19 Million in the previous year. The revenue from operations on a consolidated basis was '' 16,712.73 Million as compared to '' 17,718.72 Million in the previous year. On a standalone basis, the profit for the year was '' 148.77 Million as compared to loss in the previous financial year. Whereas on a consolidated basis the profit for the year was '' 369.62 Million as compared to loss of '' 824.68 Million in the previous financial year. FY 2022-23 ended with a steady operational and financial performance. The profit was primarily on account of cost optimisation/efficiencies and reduction in the finance cost.

Company operates in three broad business segments, namely, Payment Solutions; Banking Automation Solutions; and Other Automation Solutions. The Company serves diverse industries such as banking, retail, petroleum, toll and transit, cash management and fintech in India and other select countries in Asia. Your Company is expanding its presence in installing cash recycler machines (CRMs) for various banks which would further strengthen its overall market position given the increasing preference by banks for CRMs to offer automatic deposit and withdrawal facilities to customers. This will inturn also expand the portfolio of machines serviced by one of our subsidiary i.e. Securevalue India Limited under their cash management business.

During the year under review, the Company has won orders for 8,000 ATMs/ CRMs under the Managed Services portfolio (i.e. under Assets light model) from two leading banks i.e. Union Bank of India and Punjab National Bank. The addition of these 8000 ATMs/CRMs will further strengthen our leadership position in the industry. These are managed services contracts which include ATM management, maintenance, cash management, etc. on a pan India basis. As a result, it will bolster

our performance in terms of topline as well as bottomline. It will also contribute to the overall revenue stream of our cash management subsidiary i.e. Securevalue India Limited.

The Company has powered the RuPay National Common Mobility Card (open-loop card) issued by RBL Bank for Bangalore Metro Rail Corporation (BMRCL), the second longest metro line in India. This National Common Mobility Card (NCMC) is an interoperable prepaid Rupay card which commuters can use to access metro services in Bengaluru and other NCMC enabled metro stations in the country. Additionally, this NCMC card can be used for making various payments including retail, fuel, toll & parking as well as offline contactless transactions of low value. In due course of time, NCMC cards will also allow users to make payments at other mobility services like bus, suburban railways etc. More recently, your Company has implemented Automated Fare collection system for Kochi Water Metro through its consortium with Axis Bank and Asis Elektronik.

As of 31 March 2023, it deployed 2,47,623 payment terminals and was one of the largest deployers of PoS terminals at petroleum outlets in India, having rolled out 48,120 terminals at various petroleum outlets.

The Group has a strong digital payments solution business, bolstered by its network of close to 245,000 POS terminals in the market. Also, incremental revenue opportunities from the integrated POS deployment at fuel stations will help the group further diversify its revenue mix.

Implementation of cassette swap model for currency movement i.e. loading of cash into ATMs through cassette swap mode has opened up new revenue opportunity for Company as well as for its subsidiary while mitigating the risk of open cash replenishment As phase-wise implementation of cassette swapping across cities begins in FY 2023-24, we expect to further strengthen our ATM/CRM Outsourcing business and synergistically grow our cash management business as well.

LISTING

The Equity shares of the Company are listed on BSE Limited (âBSEâ) and National Stock Exchange of India Limited (âNSEâ). Annual listing fee for the FY 2022-23 has been paid to both the Exchanges.

DIVIDEND

Due to pressure on the liquidity and business operations post-COVID-19 pandemic and keeping in mind the principle

of shared prosperity and sacrifice, it is decided by the Board of Directors that it would be prudent, not to recommend any dividend for the financial year under review.

RESERVES

During the year under review, your Company has not transferred any amount to the Reserves.

CHANGE(S) IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business or any activity of business of the Company.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31 March 2023, the Board of the Company has 8 (Eight) Directors comprising of 1 (One) Managing Director, 2 (Two) Executive Directors, 1 (One) Non-Executive Director and 4 (Four) Independent Directors.

During the financial year under review, there were below changes in the Board constitution of the Company:

â¢ Appointment of Mrs. Jhuma Guha (DIN: 00007454) as a Non-Executive, Independent Director w.e.f. 05 August 2022;

â¢ Retirement of Mr. Sudip Bandyopadhyay (DIN: 00007382) and Mr. Vijay Chugh (DIN: 07112794), Non-Executive, Independent Directors, on account of completion of 2 consecutive terms as Independent Directors from end of day on 11 March 2023;

â¢ Appointment of Mr. Sivanandhan Dhanushkodi (DIN: 03607203) as an Additional Director (Non-Executive, Independent Director) w.e.f. 11 March 2023;

â¢ Appointment of Mr. Sudip Bandyopadhyay (DIN: 00007382) as an Additional Director (Non-Executive, NonIndependent Director) w.e.f. 29 March 2023;

â¢ Resignation of Mrs. Anupama R. Goyal (DIN: 02696453) Non-Executive, Non-Independent Director w.e.f. 29 March 2023.

â¢ Mr. Stanley Johnson Panacherry (DIN: 08914900), Executive Director, retired by rotation and was reappointed at the 19^th Annual General Meeting of the Company held on 30 August 2022.

POST PANDEMIC INITIATIVES

The post pandemic era saw normalcy gain traction as a result of the proactive implementation of Indiaâs ambitious covid-19 vaccination programme by the Government of India, achieving more than 140 crore doses so far. As employees began to resume work from office and people in general started to socialise; there was a sudden influx of people across various modes of transport, work spaces and common areas such as parks, cinema halls etc. While this change was welcomed by all, there was a simultaneous increase in the no. of covid cases in India, crossing 65000 cases in June 2022. The government had issued an advisory against rising cases due to new variants of COVID-19, and letting our guards down at public places. In wake of this, AGS CoviAssist, which is our team dedicated towards safeguarding AGS employees and their immediate

Sr No.	Instrument	Rating	Rating Action	Type of rating	Name of the rating agency	Date
1	Long-term and shortterm borrowings ('' 9,000.00 Million)	CRISIL A /Stable	Reaffirmed	Long Term Rating	CRISIL Ratings Limited	26 April 2023
2	Working Capital Loan ('' 2,170.00 Million)	IND A /Negative/ Ind A1	Long-term rating affirmed; Outlook revised to Negative from Positive; Short-term rating downgraded	Long-Term Rating ShortTerm Rating	India Ratings and Research Private Limited	10 April 2023
3	Term Loans ('' 6,274 Million)	Ind A / Negative	Affirmed; Outlook revised to Negative from Positive	Long-Term Rating	India Ratings and Research Private Limited	10 April 2023
4	Commercial paper ('' 300.00 Million)	WD	^Withdrawn	Short-Term Rating	India Ratings and Research Private Limited	10 April 2023
*Since no such debt has been availed by the Company, India Ratings and Research Private Limited has withdrawn the rating assigned to the captioned debt instrument basis the request made by the Company.

Post 31 March 2023 till the date of signing this report, the following changes have taken place in the Board constitution:

â¢ Regularisation of appointment of Mr. Sivanandhan Dhanushkodi (DIN: 03607203) as a Non-Executive, Independent Director w.e.f. 11 March 2023, approved by the members through postal ballot on 20 May 2023.

â¢ Regularisation of appointment of Mr. Sudip Bandyopadhay (DIN:00007382) as a Non-Executive, NonIndependent Director w.e.f. 29 March 2023, approved by the members through postal ballot on 20 May 2023.

â¢ Cessation of Mr. Rahul N. Bhagat (DIN: 02473708) as a Non-Executive, Independent Director w.e.f. 06 June 2023 on account of completion of first term.

â¢ Appointment of Ms. Preeti Malhotra (DIN: 00189958) as an Additional Director (Non-Executive Independent Director) w.e.f. 28 June 2023 for a period of 5 years subject to approval of members at the ensuing 20^th AGM of the Company.

In accordance with the Articles of Association of the Company and the provisions of the Section 152 of the Companies Act, Mr. Vinayak R. Goyal (DIN: 09199173) will retire by rotation at the ensuing 20^th Annual General Meeting (âAGMâ) and being eligible, has offered himself for re-appointment. The necessary resolutions for re-appointment of Mr. Vinayak R. Goyal and appointment of Ms. Preeti Malhotra have been included in the Notice of the forthcoming 20^th AGM for the approval of the members

Mr. Ravi B. Goyal (DIN: 01374288) - Chairman and Managing Director, Mr. Saurabh Lal - Chief Financial Officer and Ms. Sneha Kadam- Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as at the date of this Report.

Information on the Audit Committee, the Nomination and Remuneration Committee, the Stakeholdersâ Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee and meetings of those Committees held during the year is given in the Report on Corporate Governance annexed as âAnnexure 1â.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All the Independent Directors of your Company have submitted their declarations of independence, as required, pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence, as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations and are not disqualified from continuing as Independent Directors of your Company.

Further, all the Independent Directors of your Company have confirmed their registration/renewal of registration, as applicable, on the Independent Directorsâ Databank.

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

The Independent Directors of the Company possess requisite qualifications, experience and expertise. In compliance with the rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have registered themselves with the Indian Institute of Corporate Affairs (âIICAâ). Pursuant to amendments in section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency selfassessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank.

Mr. Subrata Kumar Mitra, Mrs. Jhuma Guha, Mr. Sivanandhan Dhanushkodi, Mr. Sudip Bandyopadhyay, Mr. Vijay Chugh and Ms. Preeti Malhotra are exempted from the requirement to undertake online proficiency self-assessment test conducted by IICA. Mr. Rahul N. Bhagat had duly completed the online proficiency self-assessment test conducted by the IICA within the prescribed timelines.

SHARE CAPITAL

During the financial year under review, the Company has not issued any shares or made any allotments.

The Authorised Share Capital of your Company as on 31 March 2023 was '' 1,600,000,000 divided into 160,000,000 Equity Shares of '' 10 each.

The issued, subscribed and paid-up equity share capital of the Company as on 31 March 2023 was '' 1,214,030,760 divided into 121,403,076 equity shares of face value of '' 10 each.

During the previous financial year, the Company had issued 1,010,500 equity shares on 29 March 2022 to AGS Transact Employees Welfare Trust under the Companyâs approved ESOP schemes. The Company was required to obtain prior in-principle approval from Stock Exchanges, which was not complied with and the shares were allotted. The Company had made an application seeking condonation from SEBI in this regard and SEBI granted the condonation on 22 November

2022. Thereafter, pursuant to receipt of in-principle approvals from the Stock Exchanges, these 1,010,500 equity shares were listed and admitted for trading on the Stock Exchanges with effect from 27 December 2022.

ISSUE OF SWEAT EQUITY SHARES

EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS

The Company has not issued Equity Shares with differential voting rights during the financial year under review and hence the disclosure as required under Section 43 read with rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 is not required to be made.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated financial statements are prepared for the year 2022-23 in compliance with the provisions of the Companies Act, applicable accounting standards and as prescribed under the SEBI Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

CREDIT RATING

During the financial year under review, the Company has obtained/renewed any credit ratings. The details of credit rating obtained by the Company post 31 March 2023 are as under:

relatives against covid-19, commenced an internal campaign. The objective was to sensitise employees on-field and at-office, about rising covid-19 cases, Govt.âs advisories & initiatives and encourage them to follow precautionary practices such as taking the Booster Dose; wearing masks while at public places, and consulting a doctor/physician during cough and cold or fever.

At work place, we continue to encourage hygiene practices such as frequent sanitisation of work-stations, use of hand sanitiser or washing hands frequently and wearing mask at work in case the employee or his/her family member has related symptoms. For doing so, we send cautionary emailers to employees pan India at regular intervals; put up digital posters across AGS Tube i.e. multiple digital screens across AGS Group offices and on HRMS - the employee portal for AGS Transact Group.

Sr. No.	Particulars	Comments
1.	The Company has disbursed/transferred the CSR funds under the statutory obligation laid down in Section 135 of the Act to the implementing agency (AGS Community Foundation, a Section 8 company and subsidiary of the Company). However, the amounts so transferred in the previous year ('' 2.14 Crores) and the current year ('' 1.11 Crores) remain unutilised by the implementing agency as at 31 March 2023. Further, the CSR funds disbursed/transferred in the FY 2020-21 ('' 1.68 Crores) have not been completely utilised by the implementing agency as at 31 March 2023.	The Company had disbursed CSR contribution to the implementing agency (AGS Community Foundation, a Section 8 company and subsidiary of the Company) and has identified Project AGS Shiksha to utilise the said contribution. The CSR contribution shall thus be utilised towards Project AGS Shiksha by the implementing agency in a judicious and beneficial manner.
2.	The Company did not have woman independent director on its board from 01 April 2022 to 04 August 2022 as required under Regulation 17 (1) (a) of Listing Regulations	The applicability of regulation17 (1)(a) was effective 01 April 2022 and the Company was in process of evaluating suitable candidates for the proposed appointment, which was eventually made on 05 August 2022 .
The Board will ensure that the Company takes necessary steps to comply with a		pplicable regulations from time to time.

Further, all on-roll AGS Transact Group employees are covered under Insurance scheme which continues to cover COVID-19 related hospitalisation across India.

AUDITORS ANDAUDITORS REPORT

At the 19^th Annual General Meeting (AGM) of the Company held on 30 August 2022, M/s. B S R & Co. LLP, Chartered Accountants were re-appointed as the Statutory Auditors of the Company for a second term of four (4) years i.e. to hold office from the conclusion of the 19^th AGM until the conclusion of the 23^rdAGM. M/s. B S R & Co. LLP has provided confirmation that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the âPeer Review Board of ICAIâ.

The Report given by the Statutory Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The Audit Committee composition and details with respect to the number of meetings and attendance at the meetings are provided in the Report on Corporate Governance forming part of the Annual Report FY 2022-23. During the year under review, there have been no instances whereby the Board of Directors of the Company has not accepted the recommendations made by the Audit Committee on any matter which is mandatorily required.

COST AUDITORS

M/s. Kishore Bhatia & Associates, Cost Accountants, will be carrying out the cost audit of the Company for the financial year 2022-23. The Company has duly maintained cost records as required under the provisions of the Companies Act 2013. The Board of Directors have re-appointed them to conduct the audit of the cost records of the Company for FY 2023-24 in compliance with section 148 of the Companies Act, 2013.

INTERNAL AUDITORS

The Board of Directors have appointed M/s. Mahajan & Aibara Chartered Accountants LLP, (Firm Registration No: 105742W), as Internal Auditors for the FY 2022-23 to conduct the internal audit of the various areas of operations and records of the Company.

SECRETARIAL AUDIT REPORT

M/s. Bhandari & Associates, Practising Company Secretaries, (Firm Registration No: P1981MH043700) were appointed to conduct the Secretarial Audit of the Company for the financial year 2022-23 as required under Section 204 of the Companies Act, 2013 and the rules made thereunder. The report of the Secretarial Auditor, in the prescribed Form MR-3 is annexed to this report as âAnnexure 2â.

The Secretarial Auditorsâ Report for FY 2022-23 does not contain any qualification, reservation or adverse remark, except as mentioned in the form MR-3 which is annexed to this report as âAnnexure 2â. The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

Securevalue India Limited and India Transact Services Limited, wholly owned subsidiaries of the Company fall within the ambit of âMaterial Subsidiaryâ as per the SEBI Listing Regulations for the financial year 2022-23. The Secretarial Audit Report of Securevalue India Limited and India Transact Services Limited for the Financial Year 2022-23 is enclosed as âAnnexure 2Aâ and âAnnexure 2Bâ respectively to this report.

SUBSIDIARIES

As on 31 March 2023, the Company has 8 subsidiaries which include 3 Direct wholly owned subsidiaries, 1 subsidiary (section 8 company) and 4 overseas step down subsidiaries as under:

i. Securevalue India Limited (Wholly owned subsidiary);

ii. India Transact Services Limited (Wholly owned subsidiary);

iii. Global Transact Services Pte. Limited (Wholly owned subsidiary);

iv. Novus Technologies Pte. Limited (First level step down subsidiary through Global Transact Services Pte. Limited);

v. Novus Technologies (Cambodia) Company Limited (Second level step down subsidiary through Novus Technologies Pte. Limited);

vi. Novus Transact Philippines Corporation (Second level step down subsidiary through Novus Technologies Pte. Limited);

vii. Novustech Transact Lanka (Private) Limited (Second level step down subsidiary through Novus Technologies Pte. Limited); and

viii. AGS Community Foundation (Section 8 Company).

Further, as on 31 March 2023, the Company has an associate entity (45% stake) in Indonesia i.e. P.T. Nova Digital Perkasa through its first level step down subsidiary (Novus Technologies Pte. Limited).

During the year under review, none of the entities have ceased to be the Companyâs subsidiaries, joint ventures or associate companies.

The Board of Directors (including Audit Committee) have reviewed the affairs of the subsidiaries and associate entity A Report on the performance and financial position of each of the subsidiaries and associate entity included in the Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this report as âAnnexure 3â.

The Annual Audited Accounts of the Subsidiary Companies and the related detailed information will be made available to the Shareholders of the Company at the corporate office of the Company.

The Company has framed a Policy for determining Material Subsidiary which is available on the website of the Company at https://www.agsindia.com/corporate-policies.aspx

CODE OF CONDUCT

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel, which reflects the legal and ethical values to which your Company is strongly committed.

The Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31 March 2023. The said Code is available on the website of your Company at https://www. agsindia.com/corporate-policies.aspx . In accordance with Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to confirm that all the Directors and the Senior Management personnel of the Company have affirmed compliance to the Code of Conduct for the Financial Year ended 31 March, 2023. The declaration to this effect signed by Mr. Ravi B. Goyal, Chairman and Managing Director of the Company forms part of this Report as âAnnexure 4â.

RISK MANAGEMENT

The Company has devised and adopted a Risk Management Policy and implemented a mechanism for risk assessment and management. The policy provides for identification of possible risks associated with the business of the Company, assessment of the same at regular intervals and taking appropriate measures and controls to manage, mitigate and handle them. The key categories of risk covered in the policy are strategic risks, financial risks, operational risks and such other risk that may potentially affect the working of the Company. A copy of the risk management policy is placed on the website of the Company.

As on 31 March 2023, the Risk Management Committee comprises of the below entailed Directors:

1.	Mr. Rahul N. Bhagat	Chairman of the Committee;
2.	Mr. Sivanandhan Dhanushkodi	Member;
3.	Mr. Ravi B. Goyal	Member
4.	Mr. Saurabh Lal	Member
5.	Mr. Stanley Johnson Panacherry	Member
6.	Mr. Vinayak R. Goyal	Member
7.	Mr. Sudheer Parappurath	Member
As on date, the Risk Management Committee comprises of the below entailed Directors:
1.	Mr. Ravi B. Goyal	Chairman of the Committee;
2.	Mr. Sivanandhan Dhanushkodi	Member;
3.	Mr. Saurabh Lal	Member
4.	Mr. Stanley Johnson Panacherry	Member
5.	Mr. Vinayak R. Goyal	Member
6.	Mr. Sudheer Parappurath	Member

2012.

The details of ESOS 2012 are as follows: a) Options granted:

As on 31 March 2023, the Company has granted options as below:

b) Options vested during the year: 38,922

c) Options exercised during the year: 2,67,300

d) The total number of shares arising as a result of exercise of option during the year: 2,67,300

e) Options lapsed during the year: 1,84,000

f) The exercise price (as on the date of grant of options): '' 39.13 per option

g) Variation of terms of options: NIL

h) Money realised by exercise of options during the year: '' 1,04,59,449/-

i) Total number of options in force as on 31 March 2023: 5,43,460

Grant Year	Options Granted	Options Lapsed	Options Exercised	Net Options
2012	18,70,000	7,83,080	10,86,920
2013	50,000		50,000
2015	3,42,000	2,53,000	89,000
2019	8,81,000	1,28,000	2,95,500	4,57,500
2022	1,29,740	43,780		85,960
Total	32,72,740	12,07,860	15,21,420	5,43,460

j) Employee wise details of options granted to:-

(A) Key managerial personnel as per Companies Act, 2013

Name of Key Managerial Person	Options held as on 01 April 2022	Options granted during the year	Options exercised during the year	Options held as on 31 March 2023
Mr. Saurabh Lal	102,000		28,000	74,000
Ms. Sneha Kadam	13,000			13,000

Your Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment and incorporates risk treatment plans in its strategy, business and operational plans.

EMPLOYEES STOCK OPTION SCHEMES

During the previous financial year ended 31 March 2022, 10,10,500 equity shares were allotted by the Company to AGS Transact Employees Welfare Trust (ESOP Trust) for enabling exercise of vested options by employees under Employees Stock Option Scheme 2012 (ESOS 2012) and Employee Stock Option Scheme 2015 (ESOS 2015). The Shareholders of the Company have approved amendments to ESOS 2012 and ESOS 2015 in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [âSEBI SBEB Regulationsâ].

A. EMPLOYEE STOCK OPTION SCHEME - ESOS 2012

The Company instituted the ESOS 2012 pursuant to resolutions passed by the Board and the Shareholders, each dated 29 February 2012, and as amended pursuant to resolutions passed by the Board and the Shareholders, each dated 27 July 2018 and 22 November 2021. The ESOS 2012 is compliant with the SEBI SBEB Regulations.

Pursuant to a resolution passed by the Nomination and Remuneration Committee dated 12 August 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 AGS Transact Employeesâ Welfare Trust. Pursuant to a shareholdersâ resolutions dated 03 February 2015 and 22 November 2021, our Company approved the grant of an interest free unsecured loan of up to '' 92,000,000 and '' 43,000,000/-respectively to AGS Transact Employees Welfare Trust, in one or more tranche(s), to be utilised 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

(B) Employees who received a grant in any one year of options amounting to 5% or more of the options granted during the year under the ESOS 2012 are set forth below:

Name of Employee	No. of Option Granted - Post Bonus
Financial Year 2012
Mr. Stanley Johnson P.	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 P.	20,000
Mr. Vijay Iyer*	20,000
Financial Year 2019
Mr. Satish Zope	75,000
Mr. Saurabh Lal	74,000
Mr. Stanley Johnson P.	72,000
Mr. Shailesh Shetty	62,000
* no longer an employee/associated with the Company

(C) Identified employees who are granted options, during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant: NIL

B. EMPLOYEE STOCK OPTION SCHEME - ESOS 2015

The Company instituted ESOS 2015 on 30 January 2015 pursuant to resolutions dated 30 January 2015 and 03 February 2015 passed by the Board and Shareholders, respectively, and the ESOS 2015 was subsequently amended pursuant to resolutions, each dated 27 July 2018 and 22 November 2021, passed by the Board and the Shareholders. The ESOS 2015 is compliant with the SEBI SBEB Regulations.

Pursuant to a Shareholdersâ resolution dated 03 February 2015, bonus shares were allotted in the ratio of 3:1 to the Shareholders as on a record date of 11 February 2015. Pursuant to the adjustments made as a result of such bonus issue, by way of a resolution passed by the Board, dated 21 March 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 04 August 2021 and a Shareholdersâ resolution dated 07 August 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 12 August 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. ESOS 2015 is administered by the AGS Transact Employeesâ Welfare Trust.

The details of ESOS 2015 are as follows: a) Options granted:

As on 31 March 2023, our Company has granted options as below:

b) Options vested during the year: 7,20,876

c) Options exercised during the year: 52,720

d) The total number of shares arising as a result of exercise of option during the year: 52,720

e) Options lapsed during the year: 514,140

Grant Year	Options Granted	Options Lapsed	Options Exercised	Net Options
2019	12,16,000	2,58,000	6,77,400	2,80,600
2022	24,02,920	7,37,000	27,720	16,38,200
Total	36,18,920	9,95,000	7,05,120	19,18,800

f) The exercise price (as on the date of grant of options): '' 39.13/- per option

g) Variation of terms of options: NIL

h) Money realised by exercise of options during the year: '' 20,62,933.60

i) Total number of options in force as on 31 March 2023: 19,18,800

j) Employee wise details of options granted to;-

(A) Key managerial personnel as per Companies Act:

Name of Key Managerial Person	Options held as on 01 April 2022	Options granted during the year	Options exercised during the year	Options held as on 31 March 2023
Mr. Saurabh Lal	70,500			70,500
Ms. Sneha Kadam	6,800			6,800

(B) Employees who received a grant in any one year of options amounting to 5% or more of the options granted during the year under the ESOS 2015 are set forth below:

Financial Year 2019	Options granted
Mr. Ricardos El Khoury	75,000

The particulars required to be disclosed pursuant to the SEBI SBEB Regulations shall be disclosed on Company website https://www.agsindia.com/corporate-governance/others.aspx#others.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the SEBI Listing Regulations, top 1,000 listed entities based on market capitalisation are required to formulate a Dividend Distribution Policy. Accordingly, your Company had formulated and adopted its Dividend Distribution Policy, which is available on the Companyâs Website at https://www.agsindia.com/corporate-policies.aspx.

BOARDCONSTITUTION

As on 31 March 2023, your Board comprises 8 (Eight) Directors comprising of 1 (One) Managing Director, 2 (Two) Executive Directors, 1 (One) Non-Executive Director and 4 (Four) Independent Directors.

The Board met 10 times during the FY 2022-23, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI Listing Regulations.

On the basis of the written representations received from the Directors, none of the above Directors is disqualified under Section 164 (2) of the Act.

Post 31 March 2023 till the date of signing this report, the following changes have taken place in the Board constitution:

â¢ Cessation of Mr. Rahul N. Bhagat (DIN: 02473708) as a Non-Executive, Independent Director w.e.f. 06 June 2023 on account of completion of first term.

COMPANYâS POLICY RELATING TO PAYMENT OF REMUNERATION TO DIRECTORS AND KMPS:

The Companyâs Nomination and Remuneration Policy is available on the website of the Company at https://www. agsindia.com/corporate-policies.aspx.

ANNUAL EVALUATION OF BOARDâS PERFORMANCE

The Nomination & Remuneration Committee carried out annual performance evaluation of the Board, its Committees and Individual Directors for the financial year 2022-23 at their meeting held on 11 March 2023. During the financial year under review, the Independent Directors of your Company in separate meeting held on 11 March 2023 without presence of other Directors and management evaluated performance of the Chairman, Managing Director and other Non-Independent Directors along with performance of the Board/Board Committees and other senior management members. The evaluation of the performance of the Directors was done through discussions, the criteria of which included, interalia, board structure, contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management.

VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. Accordingly, the Board of Directors have formulated a âWhistle Blower Policy/Vigil Mechanismâ which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulations 22 of the SEBI Listing Regulations. The policy is a channel to the Directors, Employees and Stakeholders to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Code or the Terms of reference or the Policy without fear of punishment or unfair treatment. The Policy ensures to protects the whistle blower from unfair adverse personal action and no individual has been denied access to the audit committee under the policy. The policy is available on the website of the Company and can be viewed on: https:// www.agsindia.com/corporate-policies.aspx.

DEPOSITS

During the financial year 2022-23, your Company has not invited, accepted or renewed any fixed deposits from the Public within the meaning of Section 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, as on March 31, 2023, there were no principal or interest outstanding in respect thereof.

ANNUAL RETURN

Pursuant to the requirement under Section 92(3) of the Companies Act, 2013, copy of the annual return can be accessed on our website at https://www.agsindia.com/ corporate-governance.aspx.

STATEMENT ON MATERIAL CHANGES & COMMITMENTS

There are no material changes and commitments affecting the financial position of your Company which have occurred

between the end of the financial year 2022-23 and the date of this Report.

STATEMENT ON MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS

No significant and material orders have been passed by any regulators or courts or tribunals against the Company impacting the going concern status and Companyâs operations in future.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

REPORTING OF FRAUDS

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

â¢ No. of complaints at the beginning of the year 2022-23 : NIL

â¢ No. of complaints received during the year 2022-23: NIL

â¢ No. of complaints disposed off during the year 2022-23 : NIL

â¢ No. of complaints at the end of the year 2022-23: NIL

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOING

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in âAnnexure 5â forming part of this Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year under review were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interests of the Company at large.

All Related Party Transactions were placed before the Audit Committee and also before the Board for their approval. Prior in-principle approval of the Audit Committee was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the in-principle approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The disclosures pertaining to related party transactions as per the applicable Accounting Standards form part of the notes to the financial statements provided in this Annual Report.

The Company has framed a Related Party Transactions Policy which is available at the below link:

https://www.agsindia.com/corporate-policies.aspx

There are no material related party transactions which are not in ordinary course of business or which are not on armâs length basis and hence there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

MD AND CFO CERTIFICATION:

As required under Regulation 17(8) of the SEBI Listing Regulations, the Managing Director and CFO of your Company have certified the accuracy of the Financial Statements,

the Cash Flow Statement and adequacy of Internal Control Systems for financial reporting for the financial year ended 31 March 2023. Their Certificate is annexed as âAnnexure 6â to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE -TERMS OF REFERENCE

The terms of reference of the CSR Committee are as follows:

â¢ TERMS OF REFERENCE OF CSR COMMITTEE:

S Review and recommend the CSR Policy to the Board of Directors;

S Recommend the amount of annual expenditure to be incurred on the CSR activities;

S Formulate the annual action plan for each financial year and recommend the same to the Board;

S Review and recommend to the Board, certain CSR projects/programmes as ongoing projects in accordance with the Act and the CSR Rules;

S Review the impact assessment reports of CSR projects, whenever applicable as per the Act and CSR Rules;

S Annually report to the Board, the status of the CSR activities and contributions made by the Company.

S To discharge any other function as may be delegated to it by the Board and falling under the purview of the Companyâs CSR Policy.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year as detailed in CSR Report are set out in âAnnexure 7â in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 (3)(c) & 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that for the concerned FY 2022-23:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

As required by Regulation 34 of the SEBI Listing Regulations, a detailed Report on Corporate Governance is included in the Annual Report as âAnnexure 1â.

M/s. Bhandari & Associates, Practising Company Secretaries, Mumbai, have certified your Companyâs compliance requirements in respect of Corporate Governance, in terms

of Regulation 34 of the SEBI Listing Regulations; and their Compliance Certificate is annexed to the Report on Corporate Governance. (âAnnexure 8â).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the financial year ended 31 March 2023 as stipulated under Regulation 34(2) of SEBI Listing Regulations is attached as a part of this Annual Report as âAnnexure 9â.

PARTICULARS OF EMPLOYEES

The information under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as follows:

â¢ Ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director in the financial year:

Sr No.	Name of the Director	Designation	Ratio of Remuneration of each Director/KMP to median remuneration of employees	Percentage increase/ decrease in Remuneration in the financial year 202223 over financial year 2021-22
1	Mr. Ravi B Goyal	Chairman & Managing Director	51.33	NIL
2	Mr. Sudip Bandyopadhyay	Non-Executive, Non-Independent Director	11.03	(6)%
3	Mr. Vijay Chugh	Non-Executive, Independent Director	10.81	(6)%
4	Mr. Rahul N. Bhagat	Non-Executive, Independent Director	12.19	4%
5	Mr. Subrata Kumar Mitra	Non-Executive, Independent Director	10.59	44%
6	Mrs. Jhuma Guha	Non-Executive, Independent Director	6.62	NA
7	Mr. Sivanandhan Dhanushkodi	Non-Executive, Independent Director	1.27	NA
8	Mrs. Anupama R. Goyal	Non-Executive, Non-Independent Director	NIL	NA
9	Mr. Stanley Johnson P.	Executive Director	51.62	(21)%
10	Mr. Vinayak R. Goyal	Executive Director	16.42	23%

Notes:

â¢ The Non-Executive, Independent Directors of the Company are paid remuneration in the form of commission and sitting fees for meetings attended by them during FY 2022-23.

â¢ Mr. Sudip Bandyopadhyay, Non-Executive, Non-Independent Director of the Company is paid remuneration in the form of commission and sitting fees.

â¢ Mr. Stanley Johnson Pâs remuneration includes perquisites of '' 0.81 Million on account of exercise of 30,000 employee stock options. Decrease in his remuneration as compared to previous financial year 2021-22 is on account of inclusion of perquisites owing to the exercise of employee stock options by him in the previous financial year.

â¢ The median remuneration of employees of the Company during FY 2022-23 was '' 467,603.

â¢ No remuneration is paid to Mrs. Anupama R. Goyal, Non-Executive, Non-Independent Director of the Company.

â¢ Except sitting fees which is disclosed in financial statements, no director of the Company is in receipt of any remuneration or commission from the Companyâs subsidiary company.

â¢ Percentage increase in remuneration of Chief Financial Officer and Company Secretary in the financial year:

Name of the KMP	Designation	Percentage increase/ decrease in Remuneration in the financial year 2022-23 over financial year 2021-22
Mr. Saurabh Lal	Chief Financial Officer	NIL
Ms. Sneha Kadam	Company Secretary	25%

â¢ Percentage increase in the median remuneration of employees in the financial year: 3.02

â¢ Number of permanent employees on the rolls of the Company as on 31 March 2023: 1,299

â¢ Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: 11.45%

â¢ It is affirmed that the remuneration paid is as per the Remuneration Policy of the Company: Yes

â¢ Receipt of any remuneration or commission by MD or WTD of the Company from any subsidiary company is required to be disclosed pursuant to Section 197(14) - Not applicable

HUMAN CAPITAL

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India.

OTHER DISCLOSURES

â¢ No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the

details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

â¢ The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENTS

The Board wishes to place on record their sincere appreciation and gratitude to the various government authorities, bankers, customers, vendors, shareholders and all other stakeholders for their continued co-operation and generous support. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.

CAUTIONARY STATEMENT

Statements in the Boardâs Report and the Management Discussion and Analysis describing the Companyâs objectives, expectations or predictions, may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companyâs operations include: global and domestic demand and supply conditions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country, and other factors which are material to the business operations of the Company.

Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Annual Report of the business & operations of your company for the financial year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

2010-11 2009-10 PARTICULARS Amount (Rs.) Amount (Rs.)

Total Income 2,48,21,99,877 2,87,77,02,193

Total Expenditure 2,21,90,80,004 2,52,09,25,711

Profit/ Loss Before Interest, Depreciation, Tax and Prior Period Adjustment 26,31,19,873 356,776,482

Less: Interest & Finance Charges 11,64,12,838 6,86,52,462

Less: Depreciation/ Amortisation 5,67,62,696 1,08,18,476

Profit/ Loss Before Tax and Prior Period Adjustment 8,99,44,339 277,305,544

Less: Provision for Taxation

Current Tax 3,40,00,000 7,70,00,000

Excess tax provision for earlier years (4,02,932) (14,299,637)

Differed tax liabilities - (12,49,639)

Profit/ Loss After Tax and Before Prior Period Adjustment 5,63,47,270 21,58,54,821

Prior Period Adjustment - 90,59,449

Profit Attributable to Shareholders 5,63,47,270 20,67,95,372

Balance brought forward from previous year 66,33,88,243 45,65,92,871

Amount Available for Appropriation 71,97,35,513 66,33,88,243

Issue of Bonus Shared (13,75,00,000) -

Transfer to General Reserve (1,00,00,000) -

Balance Carried Forward to Balance Sheet 57,22,35,513 66,33,88,243

EPS Basic & Diluted 3.01 11.03

BUSINESS REVIEW

For the financial year ended March 31, 2011, your Company has earned Profit before Interest, Depreciation, Tax (EBITDA) of Rs.26,31,19,873/- (Previous Year - Rs. 35,67,76,482/-) and Profit after Tax of Rs.5,63,47,270/- (Previous Year - Rs. 21,58,54,821/-). The total income for the year under consideration was Rs. 2,48,21,99,877/- (Previous Year Rs.2,87,77,02,193/-) and total expenditure was Rs. 2,21,90,80,004/- (Previous Year Rs.2,52,09,25,711/-).

The Management expects the positive trend in the next year.

DIVIDEND

In order to conserve the profits of the business of the company, to meet the growing funding requirements, your Directors have not recommended any dividend for the year under report.

AMOUNT TO BE CARRIED TO RESERVES

Your Company proposes to transfer Rs. 1,00,00,000/- to the General Reserve. An amount of Rs.57,22,35,513/- is proposed to be retained in the profit and loss account.

PUBLIC DEPOSITS

Company has not accepted any deposits from the public in the current year.

SUBSIDARIES

The Company has two Wholly owned Subsidiaries viz. India Transact Services Private Limited and AGS Infotech Singapore Pte Ltd. These subsidiary companies are unlisted subsidiaries of the Company.

(I) India Transact Services Private Limited (ITSPL)

India Transact is engaged in the business of dealing and creating electronic clearing payments. ITSPL has become Subsidiary of the Company with effect from April 1, 2010. For the financial year ended March 31, 2011, ITSPL has reported Loss of Rs.1,26,72,775/- (Previous Year Loss of Rs.81,73,273/-) after Depreciation/ Impairment. During the year under review, your Company has acquired 40,000, Equity Shares of Rs. 10/- each issued by ITSPL.

(II) AGS Infotech Singapore Pte Limited (AGS Singapore)

AGS Singapore is engaged in the activity of providing computer software consulting services. The Company has not started any business activities. For the financial year ended March 31, 2011, AGS Singapore has reported loss of Singapore Dollar 3,150/- (Previos Year Loss of Singapore Dollar 3,200/-).

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies.

SHARE CAPITAL

The Company has issued and allotted 1,36,12,485 Bonus Equity Shares to the existing equity shareholders in the proportion of 11:4 by resolution passed at Extra-ordinary General Meeting held on June 23, 2010.

The Company has re-classified its Authorised Share Capital of Rs.35 Crore (i.e. 3,50,00,000 Equity Shares of Rs. 10 each) into 2,70,00,000 (Two Crore Seventy Lacs) equity shares of Rs.10/- (Rupees Ten) each aggregating to Rs. 27,00,00,000/-(Rupees Twenty Seven Crores Only) and 80,00,000 (Eighty Lacs) Compulsorily Convertible Preference Shares of Rs.10/- (Rupees Ten) each aggregating to Rs. 8,00,00,000/-(Rupees Eight Crores Only) by resolution passed at Extra-ordinary General Meeting held on May 28, 2011.

With a view to develop an additional channel for raising monies to fund the business operations, your Company, pursuant to the Sections 81(1A) and the other relevant provisions of the Companies Act, 1956, Unlisted Public Companies (Preferential Allotment) Rules 2003 and the Foreign Exchange Management Act, 1999 or other applicable law for the time being in force, issued and allotted 51,40,929 (Fifty One Lacs Forty Thousand Nine Hundred and Twenty Nine) Compulsorily and fully Convertible Series A Preference Shares (Preference Shares) of Rs.10/- (Rupees Ten) each at a premium of Rs.233.1467 each for an aggregate value of Rs. 1,249,999,921.28 (Rupees one billion two hundred and forty nine million nine hundred and ninety nine thousand nine hundred and twenty one and Paise twenty eight) to TPG Star SF Pte. Ltd.

HUMAN CAPITAL

Your Company firmly believes that the human capital built up by it over the years is its most valuable asset and all efforts are made to empower them continuously by imparting training through internal as well as external training programmes so as to equip them to face the new challenges in the market place. The Company has a team of able and experienced professionals. The Company believes that the quality of its employees is the key to its success in the long run. As of March 31, 2011, the Company has 874 employees.

DIRECTORATE

Mrs. Anupama R. Goyal resigned from the office of Director of the Company with effect from September 16, 2010. Mrs. Anupama R. Goyal joined the Board of the Company on April 1, 2010. The Board wishes to place on record its immense and sincere appreciation for the valuable guidance and contribution rendered by Mrs. Anupama R. Goyal , during her tenure as Director of the Company.

The Company has appointed Mr. Sudip Bandyopadhyay as an Independent Director, and Mr. S P Chaudhry as Non-Executive Non Independent Director w.e.f. September 16, 2010.

Mr. T.S. Bhattacharya and Mr. Jayesh Parmar resigned from the office of Director of the Company with effect from June 4, 2011.Mr. T.S. Bhattacharya and Mr. Jayesh Parmar joined the Board of the Company as Independent Directors on September 16, 2010. The Board wishes to place on record its immense and sincere appreciation for the valuable guidance and contribution rendered by them, during their tenure as Directors of the Company.

Mr. Varun Kapur and Mr. Vishwarupe Narain joined the Board of the Company as an Independent Nominee Directors with effect from June 7, 2011.

Pursuant to the Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sudip Bandyopadhyay is liable to retire by rotation at the ensuring Annual General Meeting of the Company and being eligible, have offered himself for reappointment.

AUDITORS AND AUDITORS REPORT

M/s. Shah & Co., Chartered Accountants, retire as Auditors of the Company at the ensuing Annual General Meeting. M/s. Shah & Co., Chartered Accountants have shown their unwillingness to continue for the financial year 2011-12 due to their pre-occupation. S. R. Batliboi & Co., Chartered Accountants have shown their willingness for appointment as Auditors of the Company and also confirmed that their appointment shall be within the limits of Section 224(1B) of the Companies Act, 1956. The Audit Committee and Board of Directors recommend appointment of S. R. Batliboi & Co., Chartered Accountants as the Statutory Auditors of the Company. Audit Observations made by auditors in their report are self explanatory; hence do not call for any other explanation.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for the year ended March 31, 2011, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the sa me ;

ii. the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts of the Company on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

I Conservation of Energy

The Operation of the Company do not consume high levels of energy. Adequate measures have been taken to conserve energy everywhere. Your Company uses latest technologies and energy efficient equipments. As energy cost forms a very small part of the total costs, the impact on cost is not material.

II Technology absorption, Research and Development, adoptions and innovation :

Your Company is an Industry, which demands absorption of emerging technologies and trends so as to the needs of its esteemed clients. Your Company has developed methods for absorption and adaptation of new/ emerging/ developing technologies, in accordance with the needs of its Clients and its own requirements.

III Foreign Exchange earnings and outgo.

The Earnings in Foreign Exchange were Rs.2,08,81,753/- (Previous Year Rs. 2,22,47,208/-) as against Expenditure incurred in Foreign Currency of Rs.66,08,188/- (Previous Year Rs. 4,48,28,422/-)

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are required to be set out in the annexure to the Directors Report.

ACKNOWLEDGEMENTS

The Directors would like to take this opportunity to place on record their gratitude for the valuable support and cooperation extended during the year by the Government of India, Government of various countries, the concerned State Governments and other Government Departments and Agencies, the Stakeholders, Business Associates including Bankers, Financial Institutions, Vendors and Service Providers. Your Board also wish to place on record their appreciation for the dedication and commitment shown by the employees at all levels who have contributed to the success of your Company.

For and on behalf of the board of directors of

AGS Transact Technologies Limited

Mr. Ravi B. Goyal

Chairman & Managing Director

Place: Mumbai

Date: July 14, 2011

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report of the business & operations of your company for the financial year ended 31d March 2010.

FINANCIAL HIGHLIGHTS

PARTICULARS 2009-10 2008-09 Amount (Rs.) Amount (Rs.)

Total Income 3,121,782,076 2.740,595,143

Total Expenditure 2,765,005,594 2,461,603,062

Profit/ Loss Before Interest Depreciation, 356,776,482 258,992,081 Tax and Prior Period Adjustment

Less: Interest & Finance Charges 68,685,462 44,739,655

Less: Depreciation/Amortisation 10,813,476 4,303,609

Profit/ Loss Before Tax and Prior Period 277,305,644 209,948,817 Adjustment

Less: Provision for Taxation

Current Tax 77,000,000 54.000.000

Excess tax provision for earlier years (14,299,637) -

Provision for Fringe Benefit Tax - 1,619,670

Differed tax liabilities (1,249,639) 228.552

Profit/ Loss After Tax and Before Prior 215,054,820 164,100,595 Period Adjustment

Prior Period Adjustment 9.059,449 -

Profit Attributable to Shareholders 206,795,371 154,100,595

Balance brought forward from previous year 456,592,871 302,492,276

Balance Carried Forward to Balance Sheet 663,388,242 456,892,871

EPS Baste & Diluted 41.36 30.82

BUSINESS REVIEW

During the year, Sales and Income from Operation is Rs. 2,774,452,554 as compared to Rs. 2.660,223,277 for previous year.

Profit before Interest, Depreciation, Tax (PBIDT) has increased from Rs. 258,992,081 to Rs. 356,776,482 showing the increase of 37 76%. Profit after Tax has increased from Rs. 154,100,595 to Rs, 206.795,371 showing the increase of 34.20%.

The Management expects the positive trend to continue in the next year.

DIVIDEND

The Company is in growth phase so no dividends have been declared.

AMOUNT TO BE CARRIED TO RESERVES

Since it is not proposed to declare any dividend, the entire amount of Rs.663,388,Â£41 is proposed to be transferred to the Reserves of the Company.

PUBLIC DEPOSITS

Company has not accepted any deposits from the public in the current year.

MAJOR CHANGES POST MARCH 31. 2010

- India Transact Technologies Private Limited has become Subsidiary of the Company with effect from April 1,2010

- The name of our Company has been changed to AGS TRANSACT TECHNOLOGIES PRIVATE LIMITED with effect from June 3, 2010,

- The Company has been converted into Public Limited Company with effect from July 20, 2010. Consequently name of the Company has been changed from AGS TRANSACT TECHNOLOGIES PVT. LTD fo AGS TRANSACT TECHNOLOGIES LTD.

- The Company has increased Authorised Share Capital from Rs. 5,00,00,000 (re 50,00,000 Equity Shares of Rs 10 each) to Rs. 35,00,00,000 (i.e. 3,50,00,000 Equity Shares of Rs, 10 each) by Special Resolution dated June 23,2010.

- The Company has issued and allotted 1.36,12,485 Bonus Equity Shares to the existing equity shareholders in the proportion of 11A by resolution passed at Extra-ordinary General Meeting held on June 23, 2010

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, the audited Consolidated Financial Statements are provided in the Annual Report.

AUDITORS AND AUDITORS'' REPORT

The retiring auditors M/s. Shah & Co., Chartered Accountants, being eligible, offer themselves for re-appointment and necessary eligibility u/s 224(1 B) of the Companies Act, 1956 is received from them. Your directors recommend appointment of M/s. Shah & Co. as Statutory Auditors. Observations made by auditors in their report are seff explanatory and do not require any clarification from the Board.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956J with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i, in the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii, the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors have prepared the annual accounts of the Company on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

PARTICULARS OF EMPLOYEES I

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year ended 31st March, 2010, is presented in a separate section forming part of the Annual Report.

ACKNOWLEDGEMENTS

The Directors would like to take this opportunity to place on record their gratitude for the valuable support and cooperation extended during the year by the Government of India, Government of various countries, the concerned State Governments and other Government Departments and Agencies, the Stakeholders, Business Associates including Bankers, Financial Institutions, Vendors and Sen/ice Providers. Your Board also wish to place on record their appreciation for the dedication and commitment shown by the employees at all levels who have contributed to the success of your Company,

For and on behalf of the board of directors of

AGS Transact Technologies Limited

Ravi B. Goyal

Chairman and Managing Director

Place: Mumbai

Date: September 01, 2010

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