To,

The Members,

AGS Transact Technologies Limited.

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

FINANCIAL HIGHLIGHTS:

(Rs in Million, except per equity share data)

OVERVIEW OF COMPANY'S BUSINESS AND FINANCIAL PERFORMANCE

During the year under review, the revenue from operations on a standalone basis was Rs 12,102.43 Million as compared to Rs 13,170.19 Million in the previous year. The revenue from operations on a consolidated basis was Rs 16,712.73 Million as compared to Rs 17,718.72 Million in the previous year. On a standalone basis, the profit for the year was Rs 148.77 Million as compared to loss in the previous financial year. Whereas on a consolidated basis the profit for the year was Rs 369.62 Million as compared to loss of Rs 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.

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. 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 in- turn 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.

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 ("BSE") and National Stock Exchange of India Limited ("NSE"). 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

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

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:

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

• 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;

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

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

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

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

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

• 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.

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

• 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.

• 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 20th 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 20th Annual General Meeting ("AGM") 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 20th 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 Stakeholders' 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 "Annexure 1".

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 Directors' Databank.

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 2023 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 ("IICA"). 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.

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 Rs 1,600,000,000 divided into 160,000,000 Equity Shares of Rs 10 each.

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

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 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

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

Sr Instrument Rating Rating Action Type of rating Name of the rating Date No. agency

1 Long-term and short- CRISIL A+/Stable Reaffirmed Long Term CRISIL Ratings 26 April 2023 term borrowings Rating Limited (Rs 9,000.00 Million)

2 Working Capital Loan IND A+/Negative/ Long-term rating affirmed; Long-Term India Ratings and 10 April 2023 (Rs 2 170 00 Million) IndA1 Outlook revised to Negative Rating / Short- Research Private from Positive; Short-term Term Rating Limited rating downgraded

3 Term Loans Ind A+ / Negative Affirmed; Outlook revised Long-Term India Ratings and 10 April 2023 (Rs 6 274 Million) to Negative from Positive Rating Research Private Limited

4 Commercial paper WD ^Withdrawn Short-Term India Ratings and 10 April 2023 (Rs 300.00 Million) Rating Research Private Limited

*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 PANDEMIC INITIATIVES

The post pandemic era saw normalcy gain traction as a result of the proactive implementation of India's 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 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.'s 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.

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 19th 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 19th AGM until the conclusion of the 23rd AGM. 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 ‘Peer Review Board of ICAI'.

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 "Annexure 2".

The Secretarial Auditors' 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 "Annexure 2". The Board has taken note of the remarks of the Secretarial Auditor and commented as below:

The Board will ensure that the Company takes necessary steps to comply with applicable regulations from time to time.

Securevalue India Limited and India Transact Services Limited, wholly owned subsidiaries of the Company fall within the ambit of "Material Subsidiary" 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 "Annexure 2A" and "Annexure 2B" 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 Company's 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 "Annexure 3".

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 "Annexure 4".

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:

As on date, the Risk Management Committee comprises of the below entailed Directors:

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 ["SEBI SBEB Regulations"].

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 Shareholders' 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 adjustment made as a result of such bonus issue, pursuant to a resolution passed by the Board, dated 12 March 2015, the total number of options that can be granted under ESOS 2012 is 2,319,588.

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 Employees' Welfare Trust. Pursuant to a shareholders' resolutions dated 03 February 2015 and 22 November 2021, our Company approved the grant of an interest free unsecured loan of up to Rs 92,000,000 and Rs 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 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): Rs 39.13 per option

g) Variation of terms of options: NIL

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

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

j) Employee wise details of options granted to:-

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

(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:

* 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 Shareholders' 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 Shareholders' 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 Employees' 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

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

g) Variation of terms of options: NIL

h) Money realised by exercise of options during the year: Rs 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:

(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:

(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

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 Company's 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:

• 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.

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

• 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.

• 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 20th AGM of the Company.

COMPANY'S POLICY RELATING TO PAYMENT OF REMUNERATION TO DIRECTORS AND KMPS:

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

ANNUAL EVALUATION OF BOARD'S 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 "Whistle Blower Policy/Vigil Mechanism" 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 Company's 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 off during the year 2022-23:

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

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

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

• 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 "Annexure 5" 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 2023.

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 arm's 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 "Annexure 6" 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:

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

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

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

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

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

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

• To discharge any other function as may be delegated to it by the Board and falling under the purview of the Company's 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 "Annexure 7" in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

DIRECTORS' RESPONSIBILITY STATEMENT

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

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 profit 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 "Annexure 1".

M/s. Bhandari & Associates, Practising Company Secretaries, Mumbai, have certified your Company's 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. ("Annexure 8").

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 "Annexure 9".

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:

• 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:

Notes:

• 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.

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

• Mr. Stanley Johnson P's remuneration includes perquisites of Rs 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.

• The median remuneration of employees of the Company during FY 2022-23 was Rs 467,603.

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

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

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

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

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

• 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%

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

• 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 companysecretary@agsindia.com. 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

• 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.

• 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 Board's Report and the Management Discussion and Analysis describing the Company's 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 Company's 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.