m) Provisions, Contingent liabilities and Contingent assets
A provision is recognised when the company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable estimate can be made. Provisions (excluding retirement benefits) are discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised in the standalone financial statements. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. A contingent asset is not recognised in the standalone financial statements, however, the same is disclosed where an inflow of economic benefit is probable.
n) Cash Flow statement
Cash flows are reported using the indirect method for presenting operating cash flow, whereby profit or loss before tax for the year is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or
payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the company are segregated.
o) Cash and Bank balances
Cash and cash equivalents comprise cash in hand, balance with banks and term deposits with banks with original maturity up to three months.
Other bank balances comprises of term deposit with banks having maturity of more than three months but less than twelve months from the Balance sheet date.
p) Earnings per share
Basic and diluted earnings per share is computed by dividing the net profit attributable to equity shareholders for the year, by weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the net profit and loss for the year attributable to equity shareholders of the company and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
q) Dividend income
Dividend income is recognised when the company's right to receive the payment is established, which is generally when shareholders approve the dividend.
r) Financial instruments Initial recognition
The Company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions of the instrument. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities that are not at fair value through profit or loss are added to the fair value on initial recognition.
Subsequent measurement
Financial assets
Financial assets are classified into the following specified categories: financial assets "at amortised cost", "fair value through other comprehensive income", "fair value through Profit or Loss". The classification depends on the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset at the time of initial recognition.
Financial assets are recognised by the Company as per its business model.
All financial assets are recognised and de-recognised on a trade date basis where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially at fair value through profit or loss.
Income and expense is recognised on an effective interest basis for debt instrument, Other Equity instruments are classified as "fair value through Profit or Loss".
The company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is material to the fair value measurement as a whole:
- Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 — Valuation techniques for which the lowest level input that is material to the fair value measurement is directly or indirectly observable
- Level 3 — Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Loans and receivables
Trade receivables, loans and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as "loans and receivables". Loans and receivables (including trade and other receivables) and others are measured at amortised cost using the effective interest rate (EIR) method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the effect of discounting is immaterial.
Impairment of financial assets
The company assesses at each date of balance sheet whether a financial asset or a company of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. In determining the allowances for doubtful trade receivables, the company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and allowance rates used in the provision matrix. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition.
Loans and receivables and derecognition of financial assets
The company derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the company retains substantially all the risks and rewards of ownership of a transferred financial asset, the company continues
to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
Subsequent measurement
Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The company has made an irrevocable election for its investments which are classified as equity instruments to present the subsequent changes in fair value in other comprehensive income based on its business model. Further, in cases where the company has made an irrevocable election based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent consideration recognized in a business combination which is subsequently measured at fair value through profit and loss. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments.
Investment in subsidiaries
Investment in subsidiaries is carried at cost in the separate standalone financial statements.
Financial liabilities and equity instruments
Equity instruments
Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial liabilities
Financial liabilities are classified as either financial liabilities "at fair value through profit or loss" or other financial liabilities.
Financial liabilities at fair value through profit or loss (FVTPL)
Financial liabilities are classified as at FVTPL where the financial liability is either held for trading or it is designated as at FVTPL.
Derecognition of financial liabilities
The company derecognises financial liabilities when, and only when, the company's obligations are discharged, cancelled or they expire.
Offsetting arrangements
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when company has a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. A right to set-off must be available today rather than being contingent on a future event and must be exercisable by any of the counterparties, both in the normal course of business and in the event of default, insolvency or bankruptcy.
s) Share based payment
Equity settled share-based payments to employees are measured at the fair value of the equity instruments at the grant date which is recognised over the vesting period, with the corresponding increase in equity.
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
t) Corporate Social Responsibility (CSR) Expenditure
CSR expense is recognized as it is incurred by the company or when company has entered into any legal or constructive obligation for incurring such an expense.
u) Dividends
Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the company's Board of Directors.
v) Recent accounting pronouncement
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. As of 31 Mach 2025. MCA has not notified any new standards or amendments to the existing standards applicable to the Company that has not been applied.
b) Rights, preferences and restrictions attached to shares
The Company has only one class of equity shares having a par value of ' 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his/its share of the paid-up equity share capital of the Company. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.
22 DISCLOSURE UNDER INDIAN ACCOUNTING STANDARD 19 (IND AS 19) ON EMPLOYEE BENEFITS: i) Defined contribution plan:
(a) The Company's contribution towards superannuation amounts to ' 1.09 Crore (31 March 2024: ' 1.53 Crore). These contributions are made to the fund administered and managed by Life Insurance Corporation of India ("LIC"). The Company's monthly contributions are charged to the Statement of Profit and Loss in the year they are incurred.
(b) Provident fund: Eligible employees of the Company receive benefit under the provident fund which is a defined contribution plan wherein both the employee and the Company make monthly contributions equal to a specified percentage of the covered employees' salary. These contributions are made to the fund administered and managed by the Government of India. The Company's monthly contributions are charged to the Statement of Profit and Loss in the year they are incurred. The total charge for the year amounts to ' 7.58 Crore (31 March 2024: ' 6.42 Crore).
(c) The Company's contribution to National Pension Scheme (NPS) for the year amounts to ' 2.24 Crore (31 March 2024'2.05 Crore). The Company's monthly contributions are charged to the Statement of Profit and Loss in the year they are incurred.
ii) Defined benefit plan :
The Company has a defined benefit gratuity plan in India, governed by the Payment of Gratuity Act, 1972. Plan entitles an employee, who has rendered at least five years of continuous service, to gratuity payable on termination of his employment at the rate of fifteen days / twenty six days salary for every completed year of service or part thereof in excess of six months, based on the rate of salary last drawn by the employee concerned. Plan is administered by LIC through gratuity fund that is legally separated from the Company.
The Company has charged the gratuity expense to Statement of Profit & Loss based on the actuarial valuation of gratuity liability at the end of the year. The actuarial valuation has been performed using projected unit credit method.
23.2 Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
The cost of unquoted investments included in Level 3 of fair value hierarchy approximate their fair value because there is a wide range of possible fair value measurements and the cost represents estimate of fair value within that range.
The following table summarises financial assets and liabilities measured at fair value on a recurring basis and financial assets that are not measured at fair value on a recurring basis (but fair value disclosures are required):
Investment in equity shares (unquoted) in ONDC is included in Level 3 of fair value hierarchy. The cost of investment is representative of its fair value.
23.3 Financial risk management Financial risk factors
The Company's activities expose it to a variety of financial risks: credit risk and liquidity risk. The Company's primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.
Credit risk
Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to ' 143.79 Crore and ' 188.97 Crore as of 31 March 2025 and 31 March 2024, respectively. Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
Credit risk on cash and cash equivalents is limited as the Company generally invests in deposits with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in liquid mutual fund units, quoted bonds issued by government and quasi government organizations, non-convertible debentures issued by government aided institutions, certificates of deposit which are funds deposited at a bank for a specified time period, state development loan and government securities.
The Company carries credit risk on lease deposits with landlords for office properties taken on leases, for which agreements are signed and property possessions timely taken for operations. The risk relating to refunds after vacating is minimal since the possession of the premises is retained till the refund is collected or there are liabilities outstanding against which the asset can be adjusted.
Other financial assets include costs incurred towards listing related procedures, recoverable from selling shareholders per terms of the initial public offering (refer Note 4), amount to be paid to the Company out of funds withheld in escrow by merchant bankers.
Trade receivables: The Company's exposure to credit risk is identified mainly by individual characteristics of each customer. Majority of the trade receivables are from domestic customers, comprising of government and public sector entities, corporate customers and others. Based on the industry practices and the business environment in which the entity operates, management considers that the trade receivables are credit impaired if it exceeds a specified number of days for respective categories of customers.
An impairment analysis is performed at each reporting date on an individual basis for major clients. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The calculation is based on historical data. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.
Sales to certain customers are either based on advance payments or restricted to certain limits to contain exposures to credit risk.
Allowance for expected credit loss
The Company allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of loss (e.g., timeliness of payments, available information etc.) and applying experienced credit judgement. Exposures to customers outstanding at the end of each reporting year are reviewed by the Company to determine incurred and expected credit losses, giving due regard for probable exposures on disputed dues or dues that are subject to litigation. Historical trends of impairment of trade receivables do not reflect any significant credit losses. The Company expects the historical trend of minimal credit losses to continue.
For receivables from government (including tax authority) and public sector entities, allowance for expected credit loss is set up considering those balances to be in default that remain uncollected beyond three years and management's assessment of the recoverable amount. For receivables from other customers, allowance is set up considering balances to be in default that remain outstanding for a lesser period (of up to two years) beyond which amounts remain outstanding and management's assessment of the recoverable amount.
The net remeasurement of loss allowance decreased in the current year mainly on account of collection of old receivables which were due from tax authorities and were subject to impairment allowance in previous years.
Liquidity risk
The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates which will affect the Company's revenue from operations or the fair value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while maximizing returns.
The Company does not have any assets or liabilities that are denominated in a currency other than the entity's functional currency.
The Company does not have any borrowings. The Company invests in fixed interest bearing financial instruments which are accounted for at amortised cost.
24 SEGMENT REPORTING
Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision maker, in deciding how to allocate resources and evaluating performance. The Company's Chief Executive Officer and Managing Director and whole time director form the Chief Operating Decision Makers.
The Company is mainly engaged in the business of providing IT services. The Company offers citizen services, e-governance solutions, system integration, business process re-engineering, data centre co-location and IT consulting services for citizens, corporates and the Government. Currently, these activities are conducted only in one geographic segment viz India. Therefore, the disclosure requirements of Ind AS 108 "Operating Segments" are not applicable.
25 RELATED PARTY TRANSACTIONS
In compliance with Indian Accounting Standard 24 - "Related Party Disclosures" notified under the Companies (Accounts) Rules, 2015, the required disclosures are given in the table below:
28 (a) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding 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 Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
28(b) The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall directly or indirectly lend to or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
The weighted average remaining contractual life for the share options outstanding as at 31 March 2025 was 3.33 years (31 March 2024 : 4.52 years). The weighted average share price for the options exercised during the year was ' 562.78 (31 March 2024 : ' 803.88). Maximum Term of the options is 7 Years.
The weighted average fair value of the options granted during the year was ' 880.68 (31 March 2024 : ' 545.09). The weighted average share price for the options granted during the year was ' 1,540.37 (31 March 2024 : ' 803.88).
The aggregate compensation cost of ' 16.27 Crore (31 March 2024: ' 13.06 Crore) has been recognised under the ESOP Plan 2017 and has been disclosed under Employee benefits expense under Note 19.
32 The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on Number of Layers) Rules, 2017.
33 During the year the Company has no transactions to report against the disclosure requirement relating to utilization of share premium as notified by MCA pursuant to amended Schedule III of Companies Act, 2013.
34 CONTINGENT LIABILITIES:
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.
(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgements/ decisions pending with various forums/ authorities.
(ii) The Company does not expect any reimbursements in respect of the above contingent liabilities.
(iii) The Company's pending litigations comprise of claims against the Company pertaining to proceedings pending with various direct tax, indirect tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required or disclosed as contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its standalone financial statements.
35 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS DEFINED UNDER THE MICRO, SMALL AND MEDIUM ENTERPRISES DEVELOPMENT ACT, 2006.
Under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006, which came into force from 2 October 2006 and on the basis of the information and records available with the Company, the following disclosures are made for the amounts due to the Micro and Small enterprises:
36 CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief and rural development projects. A CSR committee has been formed by the Company as per the Companies Act, 2013. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.
37 CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the owners of the Company. The primary objective of the Company's capital management is to maximise the shareholder value.
The Company manages its funds in a manner that it achieves maximum returns (net of taxes) with minimum risk to the capital and considers the liquidity concerns for its working capital requirements.
To meet the above objectives, the Company invests it funds in bank fixed deposits receipts (FDRs), tax free bonds, non convertible debentures and mutual funds as per the Company's investment policy.
Since the Company has no loan and borrowings, the disclosure requirements related to capital management defined in clause 135 (a) (ii), and (b) to (e) of Ind AS 1 "Presentation of Financial Statements" are not applicable to the Company.
38 INVESTOR EDUCATION & PROTECTION FUND
For the year ended 31 March 2025 and 31 March 2024 the Company is not required to transfer any amount into the Investor Education & Protection Fund as required under relevant provisions of the Companies Act, 2013.
39 SOCIAL SECURITY CODE
The proposed Social Security Code, 2019, when promulgated, would subsume labour laws including Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and amend the definition of wages on which the organisation and its employees are to contribute towards Provident Fund. The Company believes that there will be no significant impact on its contributions to Provident Fund due to the proposed amendments. Additionally, there is uncertainty and ambiguity in interpreting and giving effect to the guidelines of Hon. Supreme Court vide its ruling in February 2019, in the case of Surya Roshni Ltd. versus Employees Provident Fund, in relation to the scope of compensation on which the organisation and its employees are to contribute towards Provident Fund. The Company will evaluate its position and act, as clarity emerges.
40 DIVIDEND
Dividends declared by the Company are based on the profit available for distribution. On May 21,2025, the Board of Directors of the Company have proposed a final dividend of ' 10 per share in respect of the year ended March 31, 2025 subject to the approval of shareholders at the Annual General Meeting, and if approved, would result in a cash outflow of approximately ' 40.55 Crore.
Dividend paid during the year ended 31 March 2025 amounts to ' 40.46 Crore being final dividend of ' 10 per share declared for the year ended 31 March 2024.
Dividend paid during the year ended 31 March 2024 amounts to ' 40.45 Crore being final dividend of ' 10 per share declared for the year ended 31 March 2023.
41 Protean International DMCC a wholly owned subsidiary of Company is incorporated on August 27, 2024. The subsidiary is incorporated in UAE as the holding company for international business. The subsidiary will be engaged in providing IT/ITeS services across multiple countries.
42 No transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:
(a) Crypto Currency or Virtual Currency
(b) Benami Property held under Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
(c) Registration of charges or satisfaction with Registrar of Companies
(d) Relating to borrowed funds:
i. Wilful defaulter
ii. Utilisation of borrowed funds and share premium
iii. Borrowings obtained on the basis of security of current assets
iv. Discrepancy in utilisation of borrowings
v. Current maturity of long term borrowings
(e) No revaluation of Property, plant and equipment and other Intangible assets.
(f) The Company does not have any such transaction which is not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
43 SUBSEQUENT EVENTS
The Board of Directors of the Company unanimously approved at its meeting held on 21 May 2025, as recommended by the audit committee, the Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013 between the Company and its wholly owned subsidiary, Protean Infosec Services Limited ('PISL'). Under the said Scheme, PISL will demerge its Governance, Risk & Compliance and Managed SOC Services business to the Company and retain the remaining business as defined under the Scheme. The Scheme of Arrangement is subject to the approval of shareholders, creditors and the National Company Law Tribunal, Mumbai Bench. The Scheme, if approved will be operative with effect from 01 April 2025. The Demerged Company, PISL, being a wholly owned subsidiary of Company, there shall be no issue of shares as consideration for the transfer of the said undertaking and vesting of the Demerged Undertakings.
There are no other subsequent events post the balance sheet date that require adjustment of, or disclosure, in the financial statements.
As per our report of even date attached
For B S R & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Protean eGov Technologies Limited
Firm's Registration No: 116231W/W-100024 (CIN: L72900MH1995PLC095642)
Shabbir Readymadewala Shailesh Haribhakti Suresh Sethi
Partner Chairman Managing Director and CEO
Membership No. 100060 DIN-00007347 DIN-06426040
Place: Mumbai Sandeep Mantri Maulesh Kantharia
Date : 21 May, 2025 Chief Financial Officer Company Secretary
Place: Mumbai Date : 21 May, 2025
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