ఆడిటర్ నివేదిక CMS Info Systems Ltd.

Mar 31, 2026

Key audit matters

See Note 2(h), 19 and 41 to standalone financial statements

The key audit matter		How the matter was addressed in our audit
We have identified revenue recognition as	a key audit	Our Audit procedures included the following:-
matter since:		Assessed the appropriateness of the Companyâs accounting
Overstatement of revenue is considered as a significant		policies in respect of revenue recognition by comparing
audit risk as it is a key performance indicator and it could		with applicable Indian Accounting Standards.
create an incentive for higher revenue to be recognized. There is a fraud risk around existence of unbilled revenue at period end on streams where revenue is recorded		Evaluated the design and tested operating effectiveness of the relevant key financial controls with respect to revenue recognition.
pending customer confirmations. For all other streams of revenue, there is a fraud risk around existence of revenue recognized throughout the year including at year end for pre-mature revenue recognition.		Performed substantive testing by comparing statistically selected samples of revenue transactions recorded during the year and at year end and verified those with the underlying documents including customer confirmations and proof of delivery where applicable.
		For statistically selected sample of unbilled transactions, tested subsequent invoicing or other underlying documents to verify services rendered.
		Examined journal entries posted to revenue to identify unusual or irregular items based on certain high-risk criteria.

We have audited the standalone financial statements
of CMS Info Systems Limited (the "Companyâ) which
comprise the standalone balance sheet as at 31 March
2026, and the standalone statement of profit and loss
(including other comprehensive income), standalone
statement of changes in equity and standalone
statement of cash flows for the year then ended,
and notes to the standalone financial statements,
including material accounting policies and other
explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("Actâ) in the
manner so required and give a true and fair view in
conformity with the accounting principles generally
accepted in India, of the state of affairs of the Company as
at 31 March 2026, and its profit and other comprehensive
income, changes in equity and its cash flows for the year
ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards
on Auditing (SAs) specified under Section 143(10) of the
Act. Our responsibilities under those SAs are further
described in the Auditorâs Responsibilities for the Audit of
the Standalone Financial Statements section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements
that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a
basis for our opinion on the standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the standalone financial statements of the current
period. These matters were addressed in the context of
our audit of the standalone financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.

Other Information

The Companyâs Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
the annual report, but does not include the financial
statements and auditorâs report thereon. The annual
report is expected to be made available to us after the
date of this auditorâs report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express
any form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other
information identified above when it becomes available
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained in the audit, or
otherwise appears to be materially misstated.

When we read the annual report, if we conclude that
there is a material misstatement therein, we are required
to communicate the matter to those charged with
governance and take necessary actions, as applicable
under the relevant laws and regulations.

Management''s and Board of Directors''
Responsibilities for the Standalone Financial
Statements

The Companyâs Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the
Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the
state of affairs, profit/ loss and other comprehensive
income, changes in equity and cash flows of the Company
in accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant
to the preparation and presentation of the standalone
financial statements that give a true and fair view and
are free from material misstatement, whether due to
fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for
assessing the Companyâs ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Board of Directors either intends

to liquidate the Company or to cease operations, or has
no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing
the Companyâs financial reporting process.

Auditorâs Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditorâs report that includes
our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the
basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

â¢ Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the company has
adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the Management
and Board of Directors.

disclosures in the standalone financial statements
or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditorâs
report. However, future events or conditions may
cause the Company to cease to continue as a
going concern.

â¢ Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditorâs report unless law or regulation
precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter
should not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditorâs Report)
Order, 2020 ("the Orderâ) issued by the Central
Government of India in terms of Section 143(11) of
the Act, we give in the "Annexure Aâ a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2. A. As required by Section 143(3) of the Act,

we report that:

a. We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b. In our opinion, proper books of account
as required by law have been kept by
the Company so far as it appears from

our examination of those books except
for the matters stated in the paragraph
2(B)(f) below on reporting under Rule
11(g) of the Companies (Audit and
Auditors) Rules, 2014.

c. The standalone balance sheet, the
standalone statement of profit and loss
(including other comprehensive income),
the standalone statement of changes in
equity and the standalone statement of
cash flows dealt with by this Report are in
agreement with the books of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind
AS specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors as on 1 April 2026
taken on record by the Board of Directors,
none of the directors is disqualified as on
31 March 2026 from being appointed as a
director in terms of Section 164(2) of the Act.

f. the modification relating to the
maintenance of accounts and other
matters connected therewith are as stated
in the paragraph 2A(b) above on reporting
under Section 143(3)(b) of the Act and
paragraph 2B(f) below on reporting under
Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014.

g. With respect to the adequacy of the
internal financial controls with reference
to financial statements of the Company
and the operating effectiveness of such
controls, refer to our separate Report
in "Annexure Bâ.

B. With respect to the other matters to be
included in the Auditorâs Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the
best of our information and according to the
explanations given to us:

a. The Company has disclosed the impact
of pending litigations as at 31 March 2026
on its financial position in its standalone
financial statements - Refer Note 31 to the
standalone financial statements.

b. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.

c. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.

d (i) The management has represented
that, to the best of their knowledge
and belief, as disclosed in the Note 47
to the standalone financial statements,
no funds have been advanced or
loaned or invested (either from
borrowed funds or share premium or
any other sources or kind of funds)
by the Company to or in any other
person(s) or entity(ies), including
foreign entities ("Intermediariesâ),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall directly
or indirectly lend or invest in other
persons or entities identified in
any manner whatsoever by or on
behalf of the Company ("Ultimate
Beneficiariesâ) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(ii) The management has represented
that, to the best of their knowledge
and belief, as disclosed in the Note 47
to the standalone financial statements,
no funds have been received by
the Company from any person(s)
or entity(ies), including foreign
entities ("Funding Partiesâ), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Parties
("Ultimate Beneficiariesâ) or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (i) and (ii) above, contain any
material misstatement.

e. The final dividend paid by the Company
during the year, in respect of the same
declared for the previous year, is in
accordance with Section 123 of the Act to
the extent it applies to payment of dividend.

- The interim dividend declared and
paid by the Company during the
year and until the date of this audit
report is in accordance with Section
123 of the Act.

- As stated in Note 46 to the standalone
financial statements, the Board of
Directors of the Company proposed
final dividend for the year which
is subject to the approval of the
members at the ensuing Annual
General Meeting. The dividend
declared is in accordance with Section
123 of the Act to the extent it applies
to declaration of dividend.

f. Based on our examination which
included test checks, except for instances
mentioned below, the Company has used
accounting softwares for maintaining
its books of accounts, which along with
privilege access management tool, as
applicable, has a feature of recording
audit trail (edit log) facility and the same
has operated throughout the year for all
the relevant transactions recorded in the
respective softwares:-

i. audit trail was not enabled for one
accounting software which is used for
preparing billing information.

ii. For the software used for maintaining
general ledger post migration to the
new software from 1 September 2025;

a) in the absence of change log
over audit trail feature at the
application level, we are unable
to comment whether audit trail
feature of the said software
was enabled and operated
throughout the year for all

relevant transactions recorded
in the software or whether there
were any instances of the audit
trail feature been tampered with

b) at the database level, in the
absence of an independent
auditorâs report in relation to
controls at a service organization,
which is operated by third party
software service provider, we
are unable to comment whether
the audit trail feature for the
said software was enabled and
operated throughout the year
for all the relevant transactions
recorded in the software

Further, where audit trail (edit
log) facility was enabled and
operated throughout the year
for the accounting softwares, we
did not come across any instance
of the audit trail feature being
tampered with. Additionally,
where audit trail (edit log) facility
was enabled and operated in the
previous year, the audit trail has
been preserved by the Company
as per the statutory requirements
for record retention.

A. With respect to the matter to be included in the
Auditorâs Report under Section 197(16) of the Act:

In our opinion and according to the information and
explanations given to us, the remuneration paid/
payable by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid /
payable to any director is not in excess of the limit
laid down under Section 197 of the Act. The Ministry
of Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required
to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants
Firmâs Registration No.:101248W/W-100022

Sreeja Marar

Partner

Place: Mumbai Membership No.: 111410

Date: 14 May 2026 ICAI UDIN:26111410XQPDBA5846

Mar 31, 2025

To the Members of CMS Info Systems Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOpinion

We have audited the standalone financial statements of CMS Info Systems Limited (the âCompanyâ) which comprise the standalone balance sheet as at 31 March 2025, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matter

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matters
See Note 19 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
Revenue from operations for the year is INR 22,229.04	Assessed the appropriateness of the Company''s accounting
Million (FY 24: INR 20,468.38 Million)	policies in respect of revenue recognition by comparing with
Refer Note 2 (h) of the accounting policies and Note 19 and	applicable Indian Accounting Standards.
41 to the standalone financial statements.	Evaluated the design and operating effectiveness of the
The Company''s revenue is primarily derived from sale of products (ATMs, ATM sites, cards trading and related	relevant key financial controls with respect to revenue recognition on selected transactions.
products) which comprise of INR 3,418.07 Million (FY 24:	Performed substantive testing by comparing statistically
INR 2,753.67 Million) and rendering of services i.e. ATM	selected samples of revenue transactions recorded during
and cash management services, managed services, annual	the year and verified/matched the parameters used in the
maintenance services and cards personalization which	computation with the relevant source documents.
comprise of INR 18,810.96 Million (FY 24: INR 17,714.71 Million).	Examined journal entries posted to revenue to identify unusual or irregular items based on certain high-risk criteria.
We have identified revenue recognition as a key audit matter since:	On a sample basis, we evaluated the revenue being recognized in the correct accounting period by performing
â¢ there is a fraud risk around existence of revenue	cut off procedures.
recognized throughout the year including at year end for certain streams of revenue and only at period end / year end for unbilled revenue on certain other streams of revenue;	For statistically selected sample of unbilled transactions, tested unbilled revenues with subsequent invoicing and other underlying documents to verify services rendered.
â¢ overstatement of revenue is considered as a significant audit risk as it is a key performance indicator and it could create an incentive for higher revenue to be	Assessed the adequacy of disclosures in the standalone financial statements against the requirements of Ind AS 115, Revenue from contracts with customers.
recognized.

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management''s and Board of Directors'' Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible

for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the Management and Board of Directors.

â¢ Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and RegulatoryRequirements

1. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matters stated in the paragraph 2(B)(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 1 April 2025 and 2 April 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of Section 164(2) of the Act.

f. the modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and

the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.

B. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its standalone financial statements - Refer Note 31 to the standalone financial statements.

b. The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d (i) The management has represented that, to the best of their knowledge and belief, as disclosed in the Note 46 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of their knowledge and belief, as disclosed in the Note 46 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or

invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

- The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.

- Subsequent to the year, interim dividend declared by the Company on 19 May 2025 for the year ended 31 March 2025 is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend. However, the said dividend was not paid on the date of this audit report.

- As stated in Note 45 to the standalone financial statements, the Board of Directors of the Company proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

f. Based on our examination which included test checks, except for instances mentioned below, the Company has used an accounting software for maintaining its books of accounts, which along with access management tool, as applicable, has a feature of recording audit trail (edit log) facility except that audit trail was not enabled for one accounting software which

is used for preparing billing information. For accounting software for which audit trail is enabled, the audit trail facility has been operating throughout the year for all relevant transactions recorded in the software and we did not come across any instance of audit trail feature being tampered with during the course of our audit. Additionally, other than the periods where audit trail was not enabled in the prior year, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

Place: Mumbai Date: 19 May 2025

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid/ payable by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid / payable to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.:101248W/W-100022

Rajiv Shah

Partner

Membership No.: 112878 ICAI UDIN:25112878BMTCXI4517

Mar 31, 2024

Overview Reports Statements

Revenue Recognition
See Note 2 (h) and 41 to standalone financial statements
THE KEY AUDIT MATTER	HOW THE MATTER WAS ADDRESSED IN OUR AUDIT
Revenue from operations for the year is '' 20,468.38	In view of the significance of the matter we applied the following
million (FY 23: '' 17,038.04 million).	audit procedures in this area, among others, to obtain sufficient
Refer Note 2 (h) of the accounting policies and Note 19 and 41 to the standalone financial statements. The Company''s revenue is primarily derived from sale of products (ATMs, ATM sites and related products) which comprise of '' 2,753.67 million (FY 23: '' 1,474.77 million) and rendering of services i.e. ATM and cash management services, managed services, annual maintenance services etc which comprise of '' 17,714.71 million (FY 23: '' 15,563.27 million).	appropriate audit evidence: â¢ Assessed the appropriateness of the Company''s accounting policies in respect of revenue recognition by comparing with applicable Indian Accounting Standards. â¢ Evaluated the design and tested the implementation and operating effectiveness of internal financial controls by testing a randomly selected sample of transactions. â¢ Evaluated the design, implementation and operating effectiveness of Company''s general IT controls, and application controls over the Companyâs IT systems. We have also tested the manual mitigating controls as appropriate.
We identified revenue recognition as a key audit	â¢	Performed substantive testing by comparing statistically
matter since:		selected samples of revenue transactions recorded during
â¢ there is an element of inherent risk around		the year and verified/matched the parameters used in the
accuracy and completeness of revenue and		computation with the relevant source documents.
there is a presumed fraud risk around existence	â¢	Examined journal entries posted to revenue to identify unusual
of revenue recognised.		or irregular items based on certain high-risk criteria.
â¢ overstatement of revenue is considered as a	â¢	Checked completeness and accuracy of the data used by the
significant audit risk as it is a key performance		Company for revenue recognition by performing specific cut
indicator and it could create an incentive for		off procedures on revenue. On a sample basis, we evaluated the
higher revenue to be recognised.		revenue being recognised in the correct accounting period.
â¢ there is significant audit effort due to volume	â¢	For statistically selected sample of unbilled transactions, tested
of transactions, to ensure that unbilled revenue		unbilled revenues with subsequent invoicing/other underlying
is recorded based on contractual terms and the		documents to verify services rendered.
services are rendered.	â¢	Evaluated adequacy of disclosures given in Note 41 to the standalone financial statements.

We have audited the standalone financial statements of CMS Info Systems Limited (the âCompanyâ) which comprise the standalone balance sheet as at 31 March 2024, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the annual report, but does not include the financial statements and auditor''s report thereon. The annual report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Managementâs and Board of Directorsâ Responsibilities for the Standalone Financial Statements

The Company''s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditorâs Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

2 A. As required by Section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books

and proper returns adequate for the purpose of our audit, except for the matters stated in the paragraph 2 (B) (f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 and that the daily backup has not been maintained for one accounting software used for preparing billing information (which forms part of the ''books of account and other relevant books and papers in electronic mode'') on servers physically located in India.

c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.

d) I n our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 01 April 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f) The modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3) (b) of the Act and paragraph 2B (f) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014.

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.

a) The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its standalone financial statements -Refer Note 31 to the standalone financial statements.

b) The Company did not have any longterm contracts including derivative contracts for which there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

d) (i) The management has represented

that, to the best of its knowledge and belief, as disclosed in the Note 46 to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 46 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been

considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e) The final divdend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to the payment of dividend.

The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.

As stated in Note 45 to the standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to the declaration of dividend.

f) Based on our examination which included test checks, except for instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which along with an access management tool, as applicable, have a feature of recording audit trail (edit log) facility except that audit trail was not enabled for accounting software which is used for preparing billing information and audit trail was not enabled for certain fields from 1 April, 2023 till 27 April, 2023 at application level for accounting software which is used for maintaining general ledger. Further, for the period where audit trail (edit log) facility was enabled and operated, we did not come across any instance of audit trail feature being tampered with.

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section

197 of the Act. The remuneration payable to any director is not in excess of the limit laid down under Section 197 of the Act, except in the case of a whole time director where requisite approvals are taken in the general meeting. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.: 101248W/W-100022

Glenn Dâsouza

Partner

Place: Mumbai Membership No.: 112554

Date: 15 May 2024 ICAI UDIN :24112554BKGFNQ5535

Mar 31, 2023

CMS Info Systems Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTSOpinion

We have audited the standalone financial statements of CMS Info Systems Limited (the âCompanyâ) which comprise the standalone balance sheet as at 31 March 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (âActâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition See Note 2(h) and 43 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
Revenue from operations for the year is H 17,038.04	In view of the significance of the matter we applied the following
million (FY 22: H 14,076.69 million).	audit procedures in this area, among others, to obtain sufficient
Refer Note 2 (h) of accounting policy and Note 19 and	appropriate audit evidence:
Note 43 in standalone financial statements.	â¢ Assessed the appropriateness of the Company''s accounting
The Company''s revenue is derived primarily from sale	policies in respect of revenue recognition by comparing with
of products (ATMs, ATM sites and related products)	applicable accounting standards.
which comprise of H 1,471.12 million (FY 22: 1,946.60	â¢ Evaluated the design and tested the implementation of internal
million) and rendering of services i.e., ATM and cash	financial controls and tested the operating effectiveness of
management services, managed services, annual	internal controls for a randomly selected sample of transactions.
maintenance service, etc., which comprise of H 15,566.91	â¢ Evaluated the design, implementation and operating
million (FY 22: H 12,130.10 million).	effectiveness of Company''s general IT controls, and application
We identified revenue recognition as a key audit matter	controls over the Company''s IT systems. We have also tested
since:	manual mitigating controls as appropriate.
â¢ there is an element of inherent risk and presumed	â¢ Performed substantive testing by comparing statistically
fraud risk around accuracy and existence of revenue	selected samples of revenue transactions recorded during
recognized.	the year and verified/matched the parameters used in the
â¢ overstatement of revenue is considered as a	computation with the relevant source documents.
significant audit risk as it is a key performance	â¢ Examined journal entries posted to revenue to identify unusual
indicator. It could create an incentive for higher	or irregular items based on certain high-risk criteria.
revenue to be recognized i.e., before the control	â¢ Checked completeness and accuracy of the data used by the
of underlying goods and services have been	Company for revenue recognition by performing specific cut
transferred to the customer.	off procedures on revenue. On a sample basis, we evaluated the
â¢ there is significant audit effort, due to volume	revenue being recognized in the correct accounting period.
of transactions, to ensure that unbilled revenue	â¢ For statistically selected sample of unbilled transactions, tested
is recorded based on contractual terms and the	unbilled revenues with subsequent invoicing/other underlying
services are rendered.	documents to verify services rendered. â¢ Evaluated adequacy of disclosures given in Note 43 to the standalone financial statements

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s Annual Report, but does not include the financial statements and auditor''s report thereon. The Company''s Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance