CMS Info Systems Limited — Interim / Quarterly Report 2022

Feb 4, 2022

CMSINFO/2201/007 February 4, 2022

To BSE Limited Listing Department, 1st Floor, PJ Towers, Dalal Street, Fort, Mumbai – 400 001

Scrip Code: 543441

National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051

Symbol: CMSINFO

Sub: Outcome of Board Meeting and Disclosures under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform you that the Board of Directors of the Company at their meeting held today i.e. Friday, February 04, 2022, have inter-alia considered and approved the following:

1. Unaudited Financial Results (Standalone and Consolidated) of the Company for the quarter and nine months ended December 31, 2021

In terms of Regulation 33 of the Listing Regulations and pursuant to the approval of the Board of Directors of the Company, we are enclosing herewith the copy of the Unaudited Financial Results (Standalone and Consolidated) for quarter and nine months ended December 31, 2021 along with the Limited Review Report received from the Statutory Auditors of the Company for the said period at Annexure 1.

2. Alteration in the Articles of Association ("AOA") of the Company

The Board of Directors, subject to the approval of the members of the Company, approved the following alteration in the AOA of the Company:

• a. deletion of Part "B" from the AOA of the Company, which has become redundant post listing of equity shares of the Company with effect from December 31, 2021;
• b. deletion of words "Part A" wherever appearing in the AOA and introductory para thereof;
• c. substitution of Article 52(b) by new article which shall provide right to the promoter of the Company to nominate two directors on the Board who may or may not be required to retire by rotation as per applicable provisions, till such time promoter is a shareholder.

3. Ratification of CMS Employees Stock Option Plan 2016 ("Employees ESOP 2016")

Subject to the approval of members of the Company and pursuant to Regulation 12 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the Employees ESOP 2016 has been ratified by the Board of Directors of the Company. The Company may

grant stock options to its employees out of the balance stock options available under Employees ESOP 2016.

4. Recommendation for approval of arrangement between Vault Co-Investment Vehicle L.P. and Mr. Rajiv Kaul, Executive Vice Chairman, Whole-time Director and CEO

The Board of Directors recommended for members' approval through postal ballot, the arrangement entered between Vault Co-Investment Vehicle L.P. ("Vault L.P."), a limited liability partnership incorporated by the ultimate promoter of the promoter of the Company, i.e. Baring Private Equity Asia GP VI Limited, and Mr. Rajiv Kaul, Executive Vice Chairman, Whole-time Director and CEO of the Company. Pursuant to the said arrangement, Mr. Rajiv Kaul is entitled to certain options under the stock option plan of Vault L.P.

5. Notice of Postal Ballot

The Company would be seeking approval of members for various matters including the matters stated in point nos. 2, 3 and 4 above by way of a Postal Ballot in accordance with Section 110 of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014 read with General Circulars dated 8 April 2020, 13 April 2020, 15 June 2020, 28 September 2020, 31 December 2020, 23 June 2021 and 8 December 2021 issued by the Ministry of Corporate Affairs. The said Notice will be circulated in due course of time.

Please note that in terms of the 'Code of Fair Disclosure, Code of Conduct for Prohibition of Insider Trading' of the Company and the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended from time to time, the trading window for dealing in the securities of the Company will open on Monday, February 07, 2022.

The meeting of the Board of Directors commenced at 4.30 p.m. and concluded at 6.10 p.m.

You are requested to kindly take the same on your record.

Thanking You,

Yours faithfully,

For CMS Info Systems Limited

CS Praveen Soni Company Secretary & Compliance Officer (Membership No. FCS 6495)

Encl: As above

CMS INFO SYSTEMS LIMITED. CIN : L45200MH2008PLC180479

Registered Office ; T-151, 5th Floor, Tower No. 10, Sector-11, Railway Station Complex, CBD Belapur, Navi Mumbai- 400 614

2			CMS INFO SYSTEMS LIMITED.
			CIN : L45200MH2008PLC180479		M S Cc		Connecting Commerce
	Registered Office ; T-151, 5th Floor, Tower No. 10, Sector-11, Railway Station Complex, CBD Belapur, Navi Mumbai- 400 614
	Unaudited Standalone financial resuits for the quarter and nine manths ended December 31, 202%
			Quarter ended				{Rs: in million)
Sr No	Particulars	31st December	30th September	3ist December	Nine months ended 31st December		Year ended
		2021 Unaudited	2021			31st December	21st March
			Unaudited	2020 dited t	2021 Unaudited	2020 Unaudited	2021 Audited
!	Income			Refer Note 3		Refer Note 3
1 2	Revenue from operations Other income	3,542.78	3,255,834	2.84133	10,088, 35	7,644, 86	12,305.01
	Finance income Others	6.86 82.30	6.86 4.57	13,83	21,68	46.67	60,03
	Total Income	5,641.93	3,267.36	id 2,856.32	\$4.03 10,204.06	7.20 7,698.73	82.95 41,451.99
u 1	Expenses
2	Purchase of traded goods increase/ (Decrease) in inventories	322.70 {26.76}	1§8.02 99.94	773,32 {429.39}	939.40 170.73	1,438.49 (519.77)	2,069.54 (273.08)
3 4	Employee benefits expenses Finance costs	209.93 29.10	171.61 33.43	203,62 13.45	549,84 98.34	§50.48 48.17	750.36 76.60
\$ 6	Depreciation and amortization expense Service and security charges	214,34 1,043.01	214.12 1,001.28	141.69 782,70	612.75	402.22	580.52]
7 a	[Vehicle maintenance, hire and fuel cost Other expenses	309.05	298.50	227.85	2,965.05 854,75	2,193.40: 625.96	3,272.79 861.22
	Total Exp	661.93 2,763.30	647,75 2,615.95	59834 2,310.71	1,925.87, 8,115.73	1,545.99 6,284.94	2.108.061 5,345.98
	Profit before tax	868.63	647.41	545.61	2,088.33
	Tax expense Current tax	204.90	178.70	163.02	\$43.60	1,413.79 \$38.00	2,106.01 575.00
	Adjustment of tax relating to earlier years Deferred tax (eredit)/ charge	" 1.04	- (21,85)	8.89	-	-	12,24
	Total tax expense	205.94	156.84	171.89	{32,03} 511,57	{25.03} 412,57	2.00 589.24)
It	Profit for the period/ year atteibutable to equity shareholders	§62.69	490.57	373.72	1,576.76	1,000.82	1,516.77,
	Other comprehensive income ('OCI') rem that will not be reclassified to profit or loss
	Remeasurement (gains) / losses on defined benefit plans	40) (0,10)	.10} (9.10)	0.4 (0.42)	(0.29 2	(104) 1	(1.05) ;
	Income tax effect Other Comprehensive income/[loss) for the perlod/ year,	G02	02	O41	0.07	0.26)	O27
	net of tax	(0.08)	(0.03)	(0.31)	(0.22)	{0.78)	(0.79)
	Total G for the period/ year hensive t	662,61]	450.49]	373.41]	1,576.54]	1,000.04	1,515.98
	Paid up equity share capital
	(Face value Rs. 10 per share) Other equity	1,480.c0	1,480.00	1,480.09	4,480.00	3,480.00	1,480,090
	Earning per equity share (Face value of Rs. 20 each)						3,031.95
	(non annualized far quarter and, half year ended) Basie (in As}	48]	3.33]	253]	10.65]	6.76	10.34

Notes to the Standaione financial results:

• The above standalone financial results of CMS Info Systems Limited ("the Company") have been prepared in accordance with the Indian Accoucting Standard ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules thereunder and in terms of Regulations 33 of Securities and Exchange Board of india (Listing Obtigations and Disclosure Requirements) Regulations, 2015.
• The above standalone financial results were reviewed by the Audit Committee and approved by the Board of Diractors in their respective meeting held on February 4, 2022. The statutory auditors have carried out limited review of the above results for the quarter and nine months ended Gecember 33, ²⁰²¹
• During the quarter ended December 31, 2021, the Company has completed Its Initial Public offer {"IPO"), comprising of an offer for sale of 5,09,25,925 equity shares of face value Rs. 10 each at an issue price of Rs. 216 per share dy existing shareholders. Pursuant to the IPO, the equity shares of the Company were listed on National Stack Exchange of India (NSE) and BSE Limited (BSE) on December 31, 2021. The accompanying financial results are the first financial results of the Company post listing. Accordingly, the figures for the Quarter and the nine months ended Qecember 31, 2020 as reported in these financial results were neither reviewed nor subject to an audit, however, the management has exercised necessary due diligence to ensure that the financial results far these periods provided a teue and fair view of the company's affairs.
• During the period April 01,2021 to December 31,2021, the Company has paid Rs. 226.44 million interim dividend. Rs. 91.76 million was declared on May 4, 2021 at the rate of Rs. 0.62 per equity share (6.2% of the face value of Rs. 10 each)-and Rs. 134.68 million was declared on October 29, 2021 at the rate of Rs. 0.91 per equity share (9.1% of the face value of Rs. 10 each).
• Previous period's figures have been regrouped/ reclassified wherever necessary to confirm to the current period's classification.
• The above Unaudited Financial Results of the Company are available on the Company' s website www.cms.com and also on the website of BSE i.e. www.bseindia.com and NSE i.e. www,nseindia com, where the shares of the Company are listed.

For and on behalf of the Board of Directors CMS Info Systems Lifmited

i.

Rajiv Kaul Executive Vice Chairman, Whole Time Director & CEO Place: Mumbai Date : February 04, 2022

CMS INFO SYSTEMS LIMITED. CIN: L45200MH2008PLC180479

Registered Office: T-151, 5th Floor, Tower No. 10, Sector-11, Railway Station Complex, CBD Belapur, Navi Mumbal-400 614

Unaudited Consolidated financial results for the quarter and nine months ended December 31, 2021

		Quarter ended			Nine months ended	Year ended
Sr No.	Particulars	31st December 2021	30th September 2021 Unaudited	31st December 2020	31st December 2021	31st December 2020	31st March 2021 Audited
		Unaudited		Unaudited	Unaudited	Unaudited
				Refer Note 3		Refer Note 3
$\mathbf{I}$	Income
$\mathbf{1}$	Revenue from operations	4,036.52	3,720.79	3,325.30	11,455.51	8,957.75	13,060,90
$\overline{2}$	Other income
	Finance income	9.63	8.74	11.87	27.33	38.51	59.19
	Others.	6.16	12.56	1.63	26.32	5.47	99.12
	Total Income	4,052.31	3,742.09	3,338.80	11,509.16	9,004.73	13,219.21
ü.	Expenses
1	Purchase of traded goods	315,42	165 29	773.37	938.40	1,438.49	2,069.54
ž	increase/ (Decrease) in inventories	(19.50)	82.57	(429.39)	170.73	(519.77)	(273.06)
ä	Employee benefits expenses	626.06	566.62	545.65	1,721.04	1,482.52	2,015.84
$\frac{4}{14}$	Finance costs	29.93	39.17	16.19	100.70	53.06	82.32
5	Depreciation and amortization expense	224.20	224.65	157.13	643.91	448.46	634.55
б	Service and security charges	827.34	792.34	701.59	2,361.75	1,899.55	2,651.89
$\tau$	Vehicle maintenance, hire and fuel cost	390.06	381.49	294.27	1,096.64	803.19	1,116.84
8	Other expenses	B46.22	791.01	686.82	2,329.52	1,798.36	2,543.78
	Total Expenses	3,239.73	3,043.14	2,745.63	9,362.69	7,403.86	10,841.71
III.	Profit before tax	812.58	698.95	593.16	2,146.47	1,600.87	2,377.50
	Tax expense
	Current tax	219.51	200.92	188.87	599.51	517.15	654.46
	Adjustment of tax relating to earlier years					1.12	11.90
	Deferred tax (credit)/ charge	(9.33)	(29.83)	(2.75)	(53.39)	[41, 17]	25.91
	Total tax expense	210.18	171.09	186.12	546.12	477.10	692.27
	Profit for the period/ year attributable to equity shareholders	602.40	527.86	407.04	1,600.35	1,123.77	1,685.23
	Other comprehensive income ('OCI')
	Items that will not be reclassified to profit or loss
	Remeasurement (gains) / losses on defined benefit plans	0.76	0.11	(0.61)	1.13	(3,87)	(2.20)
	Income tax effect	(0.36)	(0.20)	0.24	(0.79)	1.09	0.81
	Other Comprehensive income/(loss) for the period/ year,	0.40	(0.09)	(0.37)	0.34	[2.78]	(1.39)
	net of tax
	Total Comprehensive Income for the period/year	602.80	527.77	406.67	1,600.69	1,120.99	1,683.84
	Paid up equity share capital
	(Face value Rs, 10 per share) Other equity	1,480.00	1,480.00	1,480.00	1,480.00	1,430.00	1,480.00 3,364.76
	Earning per equity share [Face value of Rs. 10 each]
	(non annualized for quarter and half year ended).
	Batic (in Rs.)	4,07	3.57	2.75	1081	7.59	11.39
	Diluted (in Rt.)	3 89	3.42	2,64	10.33	7,40	11.09

CMS INFO SYSTEMS LIMITED. CIN: L45200MH2008PLC180479

Registered Office : T-151, Sth Floor, Tower No. 10, Sector-11, Railway Station Complex, CBD Belapur, Navi Mumbai- 400 614

Consolidated Segment Wise Revenue, Results, Assets And Liabilities

							(Rs. in million)
	Particulars		Quarter ended		Nine months ended	Year ended
Sr no		31st December 2021 UnaudIted	30th September 2021 Unaudited	31st December 2020 Unaudited	31st December 2021	31st December 2020	31st March 2021
					Unaudited	Unaudited	Audited
				Refer note 3		Refer note 3
$\mathbf{I}$	Segment Revenue
	Cash Management services	2,924.11	2,764.23	2.449.89	8.119.97	6,659.77	9.094.19
	Managed Services	1,126.70	986.53	745.38	3,372.48	2.020.92	3,641.01
	Cards	122.33	95.97	164.03	324.06	351.06	458.64
	Less: Inter-segment Sales	136.62	125.94	34.00	361.00	74.00	132.94
	Total Segment Revenue	4,036.52	3,720.79	3,325.30	11,455.51	8,957.75	13.060.90
Ħ	Segment Results
	Cash Management services	707.39	656.28	576.08	1,898.41	1,494.82	2,039.80
	Managed Services	210.31	143.60	92.72	547.32	302.15	547.27
	Cards	12.73	5.28	10.68	18.77	24.07	37.91
	Total Segment Results	930.43	805.16	679.47	2,464.50	1,821.04	2,624.99
	Less: Unallocated corporate expenses	103.75	88.32	83.62	270.98	214.09	323,48
	Profit from continuing operations before other Income, Finance costs/ Income and tax	826.69	716.84	595.85	2,193.52	1,606.95	2,301.51
	Add: Other Income	6.16	12.56	1.63	26.32	8.47	99:12
	Add: Finance income	9.66	8.72	11.87	27.33	38.51	59.19
	Less: Finance costs	29.93	39.17	16.19	100.70	53.06	82:32
	Profit before tax	812.58	698.95	593.16	2,146.47	1,600.87	2,377.50
	Less: tax expenses	210.18	171.08	186 12	546.12	477.10	692.27
	Profit after tax attributable to equity shareholders	602.40	527.86	407.04	1,600.35	1,123.77	1,685.23
	Segment Assets Cash Management services
	Managed Services	7,752.44	7,496.30	7,620.19	7.752.44	7,620.19	6,463.46
	Cards	6,193.92 201.43	5.424.18	3,436.83	6,193.92	3,436.83	5,701.42
	Unallocated corporate assets	2,547.62	254.09 2,621.09	328.60	201.43	328,60	247.82
	Total Segment Assets	16,695.40	15,795.66	2,487.22	2:547.62	2,487.22	3,705.40
	Segment Llabilities			13,872.84	16,695.40	13.872.84	16,118.09
	Cash Management services	1,958.07	1,953.69	2,103.24
	Managed Services	2,951.58	2.567.19	2,118.11	1,958.07	2,103.24	1,844.58
	Cards	81.18	64.04	142.83	2,951.58	2,118.11	4,027.67
	Unallocated corporate Liabilities	441.86	445.51	230.09	81.18 441.86	142,83	92.49
	Total Segment Liabilities	5,432.69	5,030.43	4,594.27	5,432.69	230.09 4,594.27	308.60 6.273.35

1. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ("CODM") of the Group. The Group has identified the following segments as reporting segments based on the information reviewed by CODM:

1) Cash management services,

2) Managed services and

3) Card services

a) Cash management services includes ATM cash management services; Retail cash management solutions, Cash in transit services for banks and other related services.
B) Managed services includes banking automation product de software and automation solutions and Remote monitoring Technology solutions. c) Card services includes revenue from trading in card and card personalization services.

Notes to the Consolidated financial results:

• The above consolidated financial results of CMS Info Systems Limited ("the Company" or 'The Parent") and its subsidiaries (the Company and its subsidiaries together referred to as "the Group") have been prepared in accordance with the Indian Accaunting Standard ("Ind AS") as prescribed under Section 133 of the Companies Act, 2013, read with the relevant rules thereunder and in terms of Regulations 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• The above consolidated financial results were reviewed by the Audit Committee and approved by the Board of Directors in their respective meeting held on February 4, 2022. The statutory auditors have carried out limited review of the above results for the quarter and nine months ended on December 31, 2021.
• During the quarter ended December 31, 2021, the Company has completed its Initial Public offer ("IPO"}, comprising of an offer for sale of 5,69,25,925 equity shares of face value Rs. 10 each at an Issue price of Rs. 216 per share by existing shareholders. Pursuant te the IPO, the equity shares of the Company were listed on Nationa! Stock Exchange of India (NSE) and BSE Limited (BSE) on December 31, 2021. The accompanying financlal results are the first financial results of the Company post listing. Accordingly, the figures for the quarter and the nine months ended December 31, 2020 as reported in these financial results were neither reviewed nor subject to an audit, however, the management has exercised necessary due diligence to ensure that the financial results for these periods provided a true and fair view of the Group's affairs.
• During the period April 01,2021 to December 31,2621, the Company has paid Rs. 226.44 million interim dividend. Rs. \$1.76 million was declared on May 4, 2021 at the rate of Rs. 0.62 per equity share (6.2% of the face value of Rs. 10 each) and Rs. 134.68 million was declared on October 19, 2021 at the rate of Rs. 0.91 per equity share (9.1% of the face value of Rs. 10 each).
• Previous period's figures have been regrouped/ reclassified wherever necessary to confirm to the current period's classification.
• The above Unaudited Financial Results of the Company are available on the Company' s website www.cms.com and also on the website of BSE i.e. www.bseindla.com and NSE i.e. www.nseindia.com, where the shares of the Company are listed.

For and on behalf of the Board of Directors CMS Info Systems Limited

fe —_—

Rajiv Kaul Executive Vice Chairman, Whole Time Director & CEO Place: Mumbai Date : February 04, 2022

e

BSR&Co. LLP

Chartered Accountants

14th Floor, Central B Wing and North C Wing, Telephone' +91 22 6257 1006 Nesco IT Park 4, Nesco Center, Fax +94 22 6257 1076 Western Express Highway, Goregaon (East), Mumbai - 400 063, India

Limited Review Report on unaudited standalone financial results of CMS Info Systems Limited for the quarter ended 31 December 2021 and year-to-date results for the period from 1 April 2021 to 31 December 2021 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

To the Board of Directors of CMS Info Systems Limited

1. We have reviewed the accompanying Statement of unaudited standalone financial results of CMS Info Systems Limited ("the Company") for the quarter ended 31 December 2021 and year-to-date results for the period from 1 April 2021 to 31 December 2021 ("the Statement').

Attention is drawn to the fact that the figures for the corresponding quarter ended 31 December 2020 and the corresponding period from 1 April 2020 to 31 December 2020, as reported in these unaudited standalone financial results have been approved by the Company's Board of Directors, but have not been subjected to review since the requirement of submission of quarterly standalone financial results is applicable on listing of equity shares of the Company during the quarter ended 31 December 2021.

• 1. This Statement, which is the responsibility of the Company's management and approved by the Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above , nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in terms of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including the manner in which it is to be disclosed, or that it contains any material misstatement.

ForB SR & Co, LLP Chartered Accountants

Firm's Registration No.:101248W/W-100022 (Yi

Koosai Lehery Partner Mumbai Membership No.: 112399

04 February 2022 UDIN:22112399AAIMXT 3326

Reacisteres Oice 9 finn wit Registration No, BA81723) convertes into BSR & Co ler ta Taih Floor Central B Yving ad io uth LLP Registraten Na, AAB-8181)} wath effect from October 14, 2013 Center, Western Express HB

BSR&Co. LLP

Chartered Accountants

14th Floor, Central B Wing and North C Wing, Telephone: 191 22 6257 1000 Nesco IT Park 4, Nesco Center, Fax: +94 22 6257 1010 Western Express Highway, Goregaon (East), Mumbai - 400 063, India

Limited Review Report on unaudited consolidated financial results of CMS Info Systems Limited for the quarter ended 31 December 2021 and year-todate results for the period from 1 April 2021 to 31 December 2021 pursuant to Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended

To the Board of Directors of CMS Info Systems Limited

We have reviewed the accompanying Statement of unaudited consolidated financial results of CMS Info Systems Limited ("the Parent"), and its subsidiary (the Parent and its subsidiary together referred to as "the Group") for the quarter ended 31 December 2021 and year-to-date results for the period from 1 April 2021 to 31 December 2021 (the Statement"), being submitted by the Parent pursuant to the requirements of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations 1. and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').

Attention is drawn to the fact that the figures for the corresponding quarter ended 31 December 2020 and the corresponding period from 1 April 2020 to 31 December 2020, as reported in these unaudited consolidated financial results have been approved by the Parent's Board of Directors, but have not been subjected to review since the requirement of submission of quarterly consolidated financial results is applicable on listing of equity shares of the Company during the quarter ended 31 December 2021.

• This Statement, which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility 2. is to express a conclusion on the Statement based on our review.
• We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified 3. in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the Securities and Exchange Board of India under Regulation 33(8) of the Listing Regulations, to the extent applicable.

Name of the entity Relationship Securitrans India Private Limited Wholly owned subsidiary CMS Securitas Limited Wholly owned subsidiary CMS Marshall Limited Wholly owned subsidiary Quality Logistics Services Private Limited Wholly owned subsidiary

1. The Statement includes the results of the following entities:

BSR & Co, f@ pannershia firm wth Registration No, RAG E2722) canvertes ite ESR & Co lik ia Limiled Liability Parinership wile LLP Registraucn No, AAB-8 181} valli effec: tem Cetsker 1 2073 Certer, Western Express Highway Goteqson (East), stumba - 400063

Resisterec Office

Gernral B Aang ang North C Ying, Nesea IT Park 4. Meson

BSR&Co. LLP

CMS Securitas Employees Welfare Trust	Entity where control exist

• Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• We did not review the interim financial results of one (1) subsidiary included in the Statement, whose interim financial results reflect total revenues of Rs. 541.77 million (before consolidation adjustments) and Rs. 1,494.52 million (before consolidation adjustments), total net profit after tax of Rs. 12.85 million (before consolidation adjustments) and Rs. 92.27 million (before consolidation adjustments) and total comprehensive income of Rs 13.43 million (before consolidation adjustments) and Rs 93.56 million (before consolidation adjustments) for the quarter ended 31 December 2021 and for the period from 1 April 2021 to 31 December 2021 respectively, as considered in the unaudited consolidated financial results. These interim financial results have been reviewed by other auditors whose report has been furnished to us by the Parent's management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, is based solely on the report of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our conclusion is not modified in respect of this matter.

The Statement includes the interim financial results of four (4) subsidiaries which have not been reviewed, whose interim financial results reflect total revenue of Rs. 249.53 million (before consolidation adjustments) and Rs. 707.85 million (before consolidation adjustments), total net profit after tax of Rs. 5.00 million (before consolidation adjustments) and Rs. 9.50 million (before consolidation adjustments) and total comprehensive income of Rs. 4.89 million (before consolidation adjustments) and Rs. 8.76 million (before consolidation adjustments) for the quarter ended 31 December 2021 and for the period from 1 April 2021 to 31 December 2021 respectively, as considered in the Statement. According to the information and explanations given to us by the Parent's management, these interim financial information are not material to the Group.

Our conclusion is not modified in respect of this matter.

ForBSR&Co. LLP Chartered Accountants

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