Fincare Business Finance Unlisted Shares

Annual Report Summary

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.