Fincare Business Finance Unlisted Shares Annual Reports

Fincare Business Finance Unlisted Shares

The following is a comprehensive summary of the provided PDF document which appears to be the 9th Annual Report of Fincare Business Services Limited for the financial year ended March 31, 2023. **Financial Highlights and Performance:** The document begins with a summary of the company's financial performance on both a standalone and consolidated basis. Key metrics include total income and expenses presented in INR thousands (standalone) and INR millions (consolidated) for FY 2022-23 and FY 2021-22. The report indicates a loss before tax on a standalone basis but a profit before tax on a consolidated basis. Earnings per share are also provided. Standalone total income decreased from Rs 3,879 thousands in FY 2021-22 to Rs 2,940 thousands in FY 2022-23, and the company incurred a net loss of Rs 85,424 thousands compared to a net loss of Rs 43,225 thousands in the previous year. Consolidated gross revenue increased from Rs 17,079 million to Rs 18,966 million and resulted in a consolidated net profit (including OCI) of Rs 1,317 million compared to a net loss of Rs 798 million in the previous year. **Dividend:** Due to the need to conserve financial resources and support ongoing business needs, the Directors do not recommend any dividend for the Financial Year 2022-23. **Other Key Information:** * The company operates as a Core Investment Company (CIC) and its investments are primarily in its subsidiary, Fincare Small Finance Bank Limited (FSFB). * As of March 31, 2023, Fincare Business Services Limited held 78.56% equity in FSFB. FSFB had refiled its Draft Red Herring Prospectus (DRHP) with SEBI on May 2, 2023, and is awaiting approval. * There was no increase in the Authorized Share Capital of the Company during the year. The Authorized Share Capital as on March 31, 2023, was Rs. 115,50,00,000. The issued, subscribed, and paid-up capital stood at Rs. 32,97,50,096. * There was no amount appropriated from the profit after tax to statutory reserves. * There was no change in the nature of business. * The Company did not have any outstanding amount required to be transferred to the Investor Education and Protection Fund. **ESOP Details:** Details of Employee Stock Options (ESOPs) are provided, including options granted, vested, exercised, lapsed, and the total number of options in force. Details are provided for different grants (Grant 1, Grant 2, Grant 3) with varying exercise prices. Some variations in the terms of options are mentioned, relating to changes in face value and vesting schedules. Employee-wise details of options granted are listed for Key Managerial Personnel. **Changes in Directors and Key Personnel:** Dasarathareddy Gunnamreddy was re-appointed as Managing Director w.e.f. June 6, 2022. Bhavya Gulati is retiring by rotation but is eligible and recommended for re-appointment. Gigyasa Agrawal was appointed as Company Secretary w.e.f. May 31, 2023, replacing Karishma Chandani who resigned w.e.f. March 31, 2023. **Compliance and Policy Matters:** * The company has a Nomination and Remuneration Policy, a Risk Management Policy, and a Corporate Social Responsibility (CSR) Policy. Details on Board committees, including their composition and meetings, are provided. * The Board of Directors met 8 times during the Financial Year 2022-23. * There were no material orders passed by Regulators/Courts/Tribunals impacting the going concern status or future operations. * The Company has complied with Secretarial Standards. * There are no ongoing proceedings under the Insolvency and Bankruptcy Code, 2016 against the Company. * The Directors Responsibility Statement is included. **Corporate Governance:** The report includes a section on Corporate Governance, stating the company's philosophy and practices. The Board of Directors consists of professionals with relevant knowledge and experience. The composition of the Board and its committees are detailed, including the number of meetings held and attended. The company also has a policy in place for the sexual harassment of women at the workplace. **Management Discussion and Analysis (Annexure I):** This section discusses the economic landscape of India and the global and Indian banking sectors. It notes India's resilient economy, projections for FY 2023-24, and the performance and resilience of Indian banks. It also highlights the role and key features of Small Finance Banks. **Financial Statements and Auditor's Report:** The report includes the standalone and consolidated financial statements audited by Bhushan Khot & Co., Chartered Accountants. The auditor's report expresses an unmodified opinion on the financial statements. Key aspects of the audit and compliance with accounting standards are mentioned. Annexures detail further financial statement information, including subsidiary details and the components of the Board. **Cautionary Statement:** The report includes a cautionary statement regarding forward-looking statements, noting that actual results could differ materially due to various factors. The report is signed by Dasarathareddy Gunnamreddy (Managing Director) and Maninder Singh Juneja (Director), dated September 8, 2023.

Fincare Business Finance Unlisted Shares

Fincare Business Services Limited Annual Report 2021-22 Summary: **Company Overview:** Fincare Business Services Limited (FBSL) is registered with the Reserve Bank of India (RBI) as a non-deposit taking, systemically important Core Investment Company (CIC-ND-SI). Its activities include investing in and providing loans to group companies. The company's only subsidiary is Fincare Small Finance Bank Limited (FSFB). **Fincare Small Finance Bank Limited (FSFB):** FSFB, commenced operations as a Small Finance Bank in July 2017 and has a vision to enable financial inclusion for the unbanked and underbanked through its branches and digital approaches. As of March 31, 2022, it serves 32+ Lakh customers across 17 states and union territories through 919 branches. The bank’s Gross Loan Product stood at *8,277Crore. FSFB offers a range of smart banking products including Savings Accounts, Current Accounts, Fixed Deposits, NRI Deposits, Recurring Deposits, Micro Loans, Cash Overdraft, Loan against Gold, Loan against Property, Institutional Finance and Two-Wheeler Loans. The Bank has a Digital-First approach and aspires to become a 'Smart Bank of Choice' in India. **Managing Director's Message:** The Managing Director notes FY22 was a period of resurgence after the pandemic's initial challenges. Fincare expanded its reach by adding 135 banking outlets, focusing on customer engagement and enriching its product offerings. He states the company is on the right path, contributing meaningfully to nation-building. He thanked the Board, the leadership team and all Fincarians for their commitment. **Director's Report:** Financial Highlights for FY22: Company’s financial performance, both on a Consolidated and Standalone basis for FY 22 compared to the previous year, FY 21. The gross revenue of the Company stood at ₹43,05,818 for the year ended 31st March 2022 as against ₹8,99,14,871 in the previous year. The Company incurred a net loss of ₹4,93,44,065 for the year ended 31st March, 2022 as compared to a net loss of ₹5,79,71,705 in the previous year. The consolidated gross revenue of Fincare Group was at ₹17,07,89,15,611 as against ₹14,48,19,30,264 during the previous financial year. The Fincare Group has incurred a consolidated net loss (including OCI) amount of ₹79,78,19,116 as against a Net Profit of ₹73,21,67,931 in the previous year. The directors do not recommend any dividend for the FY 2021-2022, in order to conserve financial resources and support ongoing business needs. There has been no change in the nature of business of the Company during the year under review. FSFB formally again started its initial public offering (IPO) process by filing the Draft Red herring prospectus with Securities and Exchange Board of India on August 7, 2022. As a consequence of change of registered office the CIN of FBSL has also changed from U74900KA2014PLC075614 to U74900GJ2014PLC132578. During FY22, pursuant to issuance 13,32,656 equity shares against employee stock options, the Capital of the Company was increased from 32,84,17,440 equity shares to 32,97,50,096 equity shares. Details of ESOP are described. M/s Bhushan Khot & Company, Chartered Accountants were appointed as statutory Auditors of the Company for a period 5 (five) years. The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in section 149(6) of the Companies Act, 2013. Corporate Social Responsibility Committee has been constituted in accordance with Section 135 of the Companies Act, 2013. The committee was further re-constituted at the Board Meeting held on 6th April 2022. Details of Attendance of Directors are cited in the Corporate Governance Report. The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company. **Management Discussion and Analysis:** India's GDP grew by 8.7% in FY22, supported by government policies and strong industrial and service sectors. The government expects India's GDP growth at about 7% in FY23. India is expected to remain the fastest-growing major economy in the world. The banking sector's profit after tax grew by 86.9% year-on-year, and private banks performed well. Small Finance Banks (SFBs) have been provided with a banking license with the objective to serve the under-served and marginalised sections of the society. **Report on Corporate Governance:** The company is committed to ethical practices and transparency. The Board critically evaluates the company's strategic direction and management policies. The company amended the Articles of Association by adopting a new set of articles of association ("AOA") in the extra ordinary general meeting of members of the Company held on April 30, 2021. The Directors had carried out evaluation of the Board as a whole, its Committees and the Directors (Executive, Non-Executive & Independent Directors). The Independent Directors of the Company have met separately without the presence of other directors and / or management team members as required under Schedule IV of the Companies Act, 2013. During the year under review the Company has not received any complaint of sexual harassment. **Report on CSR Activities:** The Corporate Social Responsibility Committee consists of independent and nominee directors. The Company has a Corporate Social Responsibility Policy, and the directors approved CSR projects. Total CSR amount spent for the financial year 2021-22 was 8,43,125. The CSR initiatives focused on eradicating hunger through grocery kit distribution programs across multiple states.

Fincare Business Finance Unlisted Shares

Fincare Business Services Limited's annual report for 2020-21 (FY21) provides a review of the company’s business and operations, along with audited financial statements on both a standalone and consolidated basis. **Financial Highlights - FY21** * The company's financial performance is summarized, comparing FY21 to FY20 on both consolidated and standalone bases. * **Total Revenue:** Consolidated total revenue grew from INR 12,00,51,96,284 in FY20 to INR 14,48,19,30,264 in FY21. Standalone total revenue also increased, from INR 7,50,04,665 to INR 8,99,14,871. * **Total Expenses:** Consolidated expenses increased from INR 10,13,86,35,348 to INR 13,55,48,81,933, while standalone expenses rose from INR 12,98,06,466 to INR 14,55,09,679. * **Profit Before Tax:** Consolidated profit before tax was INR 92,70,48,331 in FY21 compared to INR 1,86,65,60,936 in FY20. The company had a standalone loss before tax of INR (5,55,94,808) in FY21 and INR (5,48,01,801) in FY20. * **Profit/Loss After Tax:** The company had consolidated profit after tax of INR 70,37,99,039 compared to INR 1,25,91,80,106. The standalone loss after tax was INR (5,79,71,705) compared to INR (6,08,00,970). * **Earnings Per Share:** Basic and diluted earnings per share on a consolidated basis were INR 1.93 in FY21, down from INR 3.51 in FY20. The company had a standalone basic and diluted loss per share of INR (0.18) in FY21 and INR (0.19) in FY20. * The company's investments are in the securities of its subsidiary, Fincare Small Finance Bank Limited (FSFB). **Operational and Strategic Overview:** * The company continues to operate as a Non-Banking Financial Company- Non Deposit taking Core Investment Company (NBFC-CIC-ND). * FSFB formally started its initial public offering (IPO) process by filing the Draft Red Herring Prospectus (DRHP) with the Securities and Exchange Board of India (SEBI). The company is participating as a selling shareholder under offer for sale. * No dividend was recommended for FY21 to conserve financial resources. * There was no appropriation from the profit after tax to statutory reserves in the standalone financial statements. * There was no change in the nature of the company's business during the year. * The authorized share capital as of March 31, 2021, was INR 115,50,00,000 divided into equity shares of INR 1 each and preference shares of INR 10 each. The issued, subscribed and paid-up capital stood at INR 32,84,17,440. * The company had one subsidiary, Fincare Small Finance Bank Limited (FSFB), holding 5,78,29,856 equity shares, representing 90.91% of FSFB. * The company has implemented a risk management policy, considering its operations are limited to being a CIC. The operations and risks of the subsidiary are reviewed by Risk Management Committees and Audit Committees. **Governance and Compliance:** * The Board of Directors consists of professionals with industry knowledge and experience. Their responsibilities include policy formulation, new initiatives, performance review, and ensuring regulatory compliance. * There were 7 Board meetings held during FY21. * M/s Walker Chandiok & Co LLP were re-appointed as Statutory Auditors for a term of 4 years from September 30, 2020. * Due to RBI notification requirements, Walker Chandiok & Co LLP expressed their inability to continue as statutory auditors beyond the next general meeting, and M/s Bhushan Khot & Company were recommended as statutory Auditors for 5 years. * The directors affirmed there were no material changes that happened during the year. * The company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India, along with other requirements of the Companies Act, 2013. * The company formulated and adopted a policy on appointment and remuneration of Directors and Key Managerial Personnel, as included in the Corporate Governance Report. * The company did not apply or obtain any registration/license/authorization from other financial sector regulators. * There were no penalties imposed by the RBI or other regulators, and the auditor did not express any modified opinion or reservation in the audit report for FY21. **Employee Stock Option Scheme (ESOP):** * The company provided information about its Employee Stock Option Scheme as required under Section 62 of the Act and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014. * The total number of options granted was 86,55,600 with varying grant prices. The employee wise details of the options granted to are not specified. **Corporate Social Responsibility (CSR):** * The company has a Corporate Social Responsibility (CSR) Policy, guided by the Companies Act, 2013 and related rules. * The CSR Committee consisted of five members as of March 31, 2021. * Rs. 47,456 was the amount of the average net profit for the last three financial years (i.e. prescribed CSR expenditure for financial year ended 2020-21) **Indian Economy and Banking Sector Analysis (Annexure I):** * India is expected to record the highest GDP growth among major economies, despite the second wave of Covid-19. * The Reserve Bank of India (RBI) and the central and state governments provided support to the economy during the crisis. * The external sector showed resilience, and India's forex reserves reached an all-time high. * The Indian banking sector has evolved in terms of asset quality, technology and regulations, shifting towards digital modes. * Bank credit growth remained subdued, while deposits continued to grow. * Small Finance Banks (SFBs) play a role in assisting low-income groups during the pandemic. * Fincare Small Finance Bank adopted the digital route, expanding its geographical reach. The Bank's net NPAs stood at [2.55] % in FY21, showcasing the effectiveness of the Bank's robust 'rural' focussed model. **Corporate Governance Report (Annexure II):** * The company's Corporate Governance Philosophy is based on ethical practices and transparency. * The Board has an optimal combination of Executive, Non-Executive and Independent Directors. * The Board had 8 meetings during the FY 2020-21. * The Board had 4 committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Risk Management Committee. * The Company has a Nomination and Remuneration Policy guided by Section 178 of the Act, disclosed on their website. * Annual General Meetings (AGM) provide a forum for interaction with shareholders. * The company has a Nomination and Remuneration Policy guided by Section 178 of the Act. **Subsidiaries (Annexure III):** * Fincare Small Finance Bank Limited is the company's subsidiary. Key financial details for FSFB are provided for the year ended March 31, 2021. **Independent Auditor’s Report:** * Walker Chandiok & Co LLP issued an independent auditor's report regarding the Standalone Financial Statements. * The report states that the standalone financial statements give a true and fair view of the state of affairs of the Company as at March 31, 2021, and its loss (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date. * Emphasis of matter noted was related to COVID-19 impact. **Note:** The summary excludes information contained in financial statements and focuses primarily on the operational highlights and governance related information, as per the instructions provided.