Fino Paytech Limited Unlisted Shares Annual Reports

Fino Paytech Limited Unlisted Shares

The annual report for the F.Y. 2023-2024 of Fino Paytech Limited presents the Eighteenth Annual Report along with the Audited Standalone and Consolidated Financial Statements for the year ended March 31, 2024. **Financial Highlights and Performance:** The report compares the company's financial performance for the year ended March 31, 2024, with the previous year. On a standalone basis, net sales and other income decreased from ₹5,973.11 lakhs to ₹2,015.61 lakhs, while the loss before tax improved from ₹4,530.04 lakhs to ₹839.03 lakhs. Consolidated net sales and other income increased from ₹129,130.12 lakhs to ₹149,739.52 lakhs, and profit before tax increased from ₹6,230.26 lakhs to ₹7,955.83 lakhs. The Board of Directors did not recommend a dividend due to the loss incurred during the financial year. **Capital Structure:** The Authorised Share Capital remained unchanged at ₹1,70,00,00,000/-, comprising 12,00,00,000 Equity Shares of ₹10/- each and 5,00,00,000 Fully Compulsorily Convertible Preference Shares of ₹10/- each. During the year, 1,63,457 Equity Shares of ₹10/- each were allotted under the Employee Stock Option Scheme-II, 2007. As of March 31, 2024, the issued, subscribed and paid-up capital was ₹1,27,57,24,200/-, divided into Equity Shares and Fully Compulsorily Convertible Preference Shares. **Strategic Initiatives:** The company initiated a group corporate restructuring proposal involving Fino Payments Bank Limited, a subsidiary company, which is subject to approvals from regulators and stakeholders. **Company's Operations and Affairs:** Fino PayTech specializes in technology-driven solutions for financial inclusion, operating a comprehensive business and banking technology platform supported by service delivery channels. The clientele includes banks, microfinance institutions, government and non-government organizations, insurance companies, and corporate entities. The company is registered as an Authentication Service Agency ("ASA") with UIDAI, enabling it to provide authentication services to banks and government organizations. **Subsidiary and Associate Companies:** The report details the financial performance of subsidiary companies, including Fino Trusteeship Services Limited (revenue of ₹55.23 lakhs, Net Profit of ₹42.27 lakhs), Fino Finance Private Limited (revenue of ₹226.47 lakhs, Net Loss of ₹344.94 lakhs), Fino Financial Services Private Limited (revenue of ₹0 lakhs, Net Loss of ₹0.76 lakhs) and Fino Payments Bank Limited (revenue of ₹147,838.11 lakhs, Net Profit of ₹8,622.40 lakhs). Fino Trusteeship Services Limited became a wholly-owned subsidiary during the year. Bharat Petroleum Corporation Limited ("BPCL") holds a 21.94% investment in the Company, making it an Associate Company. **Board of Directors and Key Managerial Personnel:** The Board composition was in compliance with the Companies Act, 2013. Rajeev Deoras, Apurva Joshi, and Amit Kumar Jain were appointed as Directors during the year. Mr. Rajeev Deoras was appointed as Non-executive Chairman of the Board. Amit Kumar Jain is retiring by rotation and is eligible for re-appointment. Rakesh Tripathi resigned as Chief Financial Officer, and Suraj Gujja was appointed as Company Secretary. Independent Directors have submitted declarations of independence, and the Board is of the opinion they possess the required integrity, experience, and expertise. **Board and Committee Meetings:** The report details the number of Board and Committee meetings held during the year, along with attendance records. There were seven Board meetings, two Audit Committee meetings, two Nomination and Remuneration Committee meetings, and one Corporate Social Responsibility Committee meeting. No Stakeholders Relationship Committee meeting was held. **CSR Activities:** The company has a CSR Committee and policy but was not required to spend any amount towards CSR activities for the financial year 2023-24. **Other Disclosures:** The company has implemented a Vigil Mechanism Policy. It also discloses information related to sexual harassment of women at the workplace, with no complaints received or disposed of during the financial year 2023-24. There was one awareness program conducted. The Directors' Responsibility Statement confirms compliance with accounting standards and internal financial controls. **Auditors:** A P Sanzgiri & Co. were the Statutory Auditors, and their report is included. DM & Associates Company Secretaries LLP were the Secretarial Auditor, and their report is also included, noting an observation regarding the appointment of Chief Financial Officer, which the company is addressing. **Employees Stock Option Plan (ESOP):** Details of the ESOP Scheme-II 2007 are provided, including options granted, lapsed, surrendered, exercised, and the exercise price. **Acknowledgements:** The Board acknowledges the contributions of the employees, customers, clients, vendors, and shareholders. **Annexures:** The report includes several annexures, including Form AOC-1 detailing financial statements of subsidiaries, information on conservation of energy, technology absorption and foreign exchange earnings and outgo, a report on CSR activities, the Secretarial Audit Report, and the Independent Auditor's Report.

Fino Paytech Limited Unlisted Shares

Fino PayTech Limited Annual Report Summary (F.Y. 2022-2023) This document is the annual report for Fino PayTech Limited for the financial year 2022-2023, including consolidated and standalone financial statements. Financial Highlights and Performance: * **Net Sales and Other Income:** The company's net sales and other income experienced a significant decrease in the standalone financials, falling from Rs. 84,163.56 lakhs in 2021-22 to Rs. 5,973.11 lakhs in 2022-23. Consolidated figures also declined, from Rs. 1,05,063.02 lakhs to Rs. 129,130.12 lakhs. * **Profit/Loss Before Tax:** The company moved from a standalone profit before tax of Rs. 60,554.95 lakhs in 2021-22 to a loss of Rs. 4,530.04 lakhs in 2022-23. Consolidated profit before tax also declined significantly. * **Net Profit/Loss After Tax:** The standalone financials show a net loss of Rs. 5,711.85 lakhs in 2022-23 compared to a net profit of Rs. 52,363.86 lakhs in the previous year. * **Dividend:** An interim dividend of Rs. 37.71 per share was declared and paid on equity and preference shares. The total dividend payout amounted to Rs. 5,02,44,18,970. * **Buyback of Shares:** The company bought back 47,86,754 equity shares and 10,42,654 preference shares at Rs. 214.43 per share, for a total amount of Rs. 1,24,99,99,959. This represented 21.92% of the total paid-up share capital and free reserves. A Capital Redemption Reserve of Rs. 5,82,94,080 was created. Share Capital: * The Authorised Share Capital remained unchanged at Rs. 1,70,00,00,000, divided into equity shares (Rs. 120,00,00,000) and fully compulsorily convertible preference shares (Rs. 50,00,00,000). * The Paid-up Share Capital was reduced to Rs. 1,27,40,89,630 due to the buyback. Subsidiary and Associate Companies' Performance: * **Fino Payments Bank Limited:** Revenue of Rs. 1,22,991.33 lakhs and Net Profit of Rs. 6,508.7 lakhs. * **Fino Finance Private Limited:** Revenue of Rs. 470.04 lakhs and Net Loss of Rs. 573.68 lakhs. * **Fino Financial Services Private Limited:** Revenue of Rs. NIL and Net Loss of Rs. 0.23 lakhs. * **Fino Trusteeship Services Limited (Associate):** Revenue of Rs. 133.94 lakhs and Net Profit of Rs. 95.44 lakhs. Director and Key Managerial Personnel Changes: * **Appointments:** Prateek Roongta, Manoj Heda, Apurva Joshi, Rajeev Deoras, and Amit Kumar Jain were appointed as Directors. * **Cessations:** Ramakrishna Gupta Vetsa and Sudeep Gupta ceased to be Directors. * **Key Managerial Personnel:** Rakesh Tripathi was appointed CFO and later resigned, Ravindra Gupta was appointed Company Secretary and also resigned. Board Evaluation: * The Board acknowledged the recent appointment of the majority of Directors and determined that it would be more prudent to evaluate their performance in the subsequent year. Conservation of Energy, Research and Development: * The company undertook several energy conservation initiatives such as installing LED lights and optimizing air conditioning usage. They also implemented a comprehensive security stack managed by ctrl S for their banking application. Related Party Transactions: * All material related party transactions are in the ordinary course of business and on an arm's length basis. Meetings of the Board and Committees: * Eight Board Meetings were held. Details of attendance are provided. * Three Audit Committee meetings, three Nomination and Remuneration Committee meetings, and one Corporate Social Responsibility Committee meeting were held. No Stakeholders Relationship Committee meeting was held. Corporate Social Responsibility (CSR): * CSR policy adopted through the CSR Committee, focusing on healthcare and education. * For FY 2022-23, the company was not required to spend any amount towards CSR activities. Risk Management & Internal Controls: * The company has an Internal Control System commensurate with the size, scale and complexity of its operations. Investor Education and Protection Fund (IEPF): * Dividends unclaimed/unpaid for seven years are transferred to the IEPF. Auditors: * A P Sanzgiri & Co. were appointed as Statutory Auditors. * DM & Associates, Company Secretaries LLP, were appointed as Secretarial Auditor. Key Qualifications/Observations from Auditors' Reports and Board Responses: * **Audit Committee and Nomination & Remuneration Committee Composition:** The committees' composition did not fully adhere to the Companies Act requirements for some time. * **Filling Vacancies:** Delays in filling the CFO, Independent Director, and Woman Director positions. * **Board Response:** The Company was actively searching for qualified candidates for the open positions and has since complied with the relevant regulations. Employees Stock Option Plan (ESOP): * Details of options granted, exercised, and lapsed are provided. A partial ESOP liquidity plan was implemented. Additional Disclosures: * The company has complied with Secretarial Standards. * No instances of fraud were reported by auditors. The report is signed by Ashok Kini, Independent Director and Amit Kumar Jain, Whole-time Director.

Fino Paytech Limited Unlisted Shares

Fino Paytech Limited Annual Report F.Y. 2021-2022 Summary: This document is the Sixteenth Annual Report of FINO PAYTECH LIMITED, including both standalone and consolidated financial statements, for the year ending March 31, 2022. **Financial Highlights & Performance:** The report presents a summary of the standalone and consolidated financial results. * Net Sales and Other Income (Consolidated): increased from ₹86,037.22 Lakhs (2020-21) to ₹105,063.02 Lakhs (2021-22). * The increase in Net Revenue was on account of an Offer for Sale of 1,56,02,999 equity shares. * Profit/(Loss) before Tax (Consolidated): went from a loss of ₹(4,976.65) Lakhs (2020-21) to a loss of ₹(5,184.10) Lakhs (2021-22). * Net Profit/(Loss) after Tax (Consolidated): shifted from a loss of ₹(5,040.18) Lakhs (2020-21) to a loss of ₹(5,314.68) Lakhs (2021-22). * Bharat Petroleum Corporation Limited (BPCL) holds a 21.97% investment in the Company, making it an associate company. **Dividend Payments:** * An interim dividend of ₹37.71 per Equity and Preference share was declared and paid. * Dividends were paid to Series A, B, and C Preference Shareholders. **Share Capital Changes:** * 29,66,470 equity shares were allotted on a rights basis on September 27, 2021. * Conversion of warrants held by ICICI Lombard and ICICI Bank into equity shares was approved. * 13,12,575 Equity Shares were allotted to employees/ex-employees who exercised their ESOPs. * The Company has not issued sweat equity shares or shares with differential voting rights. * The issued and paid-up share capital increased from ₹1,23,45,93,260/- to ₹1,33,23,83,710/-. **Subsidiary Stake Dilution:** * The company diluted a 25% stake in Fino Payments Bank Limited by selling 1,56,02,999 equity shares at ₹577/- each through an Offer for Sale, aggregating to ₹9,00,29,30,423/-. **Articles of Association:** * The Articles of Association were altered via a special resolution on September 30, 2021. **Impact of COVID-19:** * The first quarter coincided with the second wave. The Company is operating as per government directives and will monitor changes. **Company's Business:** * The Company provides technology solutions to banks, insurance companies, government and non-government institutions. **Subsidiary & Associate Company Performance:** * Fino Payments Bank Limited had total revenue of ₹1,00,885.39 Lakhs and a Net Profit of ₹4,274.08 Lakhs. * Fino Finance Private Limited had revenue of ₹1,457.65 Lakhs and a Net Loss of ₹7,438.80 Lakhs. * Fino Financial Services Private Limited reported revenue as NIL and a Net Loss of ₹0.88 Lakhs. * Fino Trusteeship Services Limited had revenue of ₹39.34 Lakhs and Net Profit of ₹27.91 Lakhs. **Subsidiary/Associate Details:** A table lists FINO Finance Private Limited, FINO Trusteeship Services Ltd., FINO Payments Bank Limited, and FINO Financial Services Pvt. Ltd. * Fino Finance Private Limited was acquired in 2010 and is a wholly-owned subsidiary * FINO Trusteeship Services Ltd was incorporated in 2009 and is an associate company * FINO Payments Bank Limited was converted in 2017 and is a subsidiary * FINO Financial Services Pvt. Ltd was incorporated in 2014 and is a wholly-owned subsidiary **Directorate Changes:** * Marcus Peter Strutt Thompson was appointed as a Nominee Director effective January 25, 2022. * Amit Jain and Alok Gupta resigned with effect from May 25, 2021, and December 31, 2021 respectively. * Anjana Grewal's tenure as an Independent Director ended on February 16, 2022. * Sudeep Gupta is retiring by rotation at the AGM and is eligible for re-appointment. **Key Managerial Personnel Changes:** * Praveer Kumar resigned as CFO effective December 10, 2021. * Jitendra Kumar Garg resigned as Company Secretary & Manager - Legal effective March 07, 2022. **Board & Committee Matters:** * The Independent Directors fulfill independence criteria. * The Company evaluates Board, Directors, and Committee performance annually, focusing on governance, transparency, and accountability. * The Board had one meeting of Corporate Social Responsibility Committee on June 24, 2021. The CSR obligation of Company for Financial Year 2021-22 was Rs. 5.29 Lakh. Your Directors confirms that the entire above mentioned amount was spent towards approved CSR activities during the Financial Year 2021-22. * The company incurred average Net Loss of Rs. 1,271.76 Lakhs in the immediately preceding three financial years. As per the CSR rules, the Company is required to contribute 2% of the average net profits i.e. Rs. NIL in any of the prescribed activities during the Financial Year 2022-23. **Other Disclosures:** * The Company has established a Vigil Mechanism. * An Anti-Sexual Harassment Policy is in place and complied with. * The Directors confirm adherence to accounting standards and maintenance of records. * The Company has a Risk Management Policy and Internal Controls. * MSKC & Associates are the Statutory Auditors. A P Sanzgiri & Co was appointed as Statutory Auditors to fill the casual vacancy. * D M & Associates are the Secretarial Auditor. * The company does not require cost records. **Annexures:** * Annexure A details conservation of energy, R&D, and technology absorption. * Annexure B provides details of related party transactions. * Annexure C details CSR initiatives. * Annexure D is the Secretarial Audit Report. **Auditor's Report:** * M/s. MSKC & Associates expressed an unmodified opinion on the standalone financial statements, confirming a true and fair view in accordance with Indian Accounting Standards. The firm also provided a separate report on internal financial controls, stating they were adequate and operating effectively. The report highlights compliance with various legal and regulatory requirements. **Financial Statements:** * The report includes audited standalone and consolidated financial statements, including the balance sheet, statement of profit and loss, statement of changes in equity, and cash flow statement, prepared in accordance with Indian Accounting Standards (Ind AS). * Notes to the financial statements provide detailed information about various items, including share capital, reserves and surplus, non-current and current liabilities, financial instruments, revenue, employee benefits, taxation, and segment reporting. * The auditors have provided a report on the standalone financial statements and a separate report on the adequacy and operating effectiveness of internal financial controls over financial reporting. * The audit report for the consolidated financial statements relied on the work of other auditors for certain subsidiaries.

Fino Paytech Limited Unlisted Shares

Annual Report for the F.Y. 2020-2021 Summary: **Financial Highlights & Performance:** The annual report of FINO Paytech Limited highlights the financial results for the year ended March 31, 2021, comparing them to the previous year. Standalone net sales and other income decreased from Rs. 6,414.21 lakhs in 2019-20 to Rs. 2,233.86 lakhs in 2020-21. The standalone loss before tax was Rs. 1,548.62 lakhs, compared to a profit of Rs. 839.26 lakhs in the previous year. Consolidated net sales and other income increased slightly from Rs. 85,291.29 lakhs to Rs. 86,037.22 lakhs. However, the consolidated loss after tax was Rs. 5,040.18 lakhs, compared to a loss of Rs. 2,099.64 lakhs in the previous year. **Dividend & Material Changes/COVID-19 Impact:** Due to the losses incurred, the Directors did not recommend any dividend for the financial year ended March 31, 2021. The COVID-19 pandemic impacted the Company's operations due to nationwide lockdowns. The Company has resumed operations in a phased manner, adhering to government directives, and continues to monitor material changes to future economic conditions. **Company Affairs, Subsidiaries & Reserves:** The Company provides technology solutions to banks, insurance companies, government, and non-government institutions. Fino Payments Bank Limited reported revenue of Rs. 79,102.7 lakhs and a net profit of Rs. 2,047.43 lakhs. Fino Finance Private Limited reported revenue of Rs. 4,987.53 lakhs and a net loss of Rs. 5,472.62 lakhs. Fino Financial Services Private Limited had revenue of Rs. NIL lakhs and a net loss of Rs. 0.728 lakhs. Fino Trusteeship Services Limited, an associate company, reported a net profit of Rs. 23.50 lakhs. No amount was transferred to reserves due to the Company's losses. **Directors & Key Personnel:** Mr. Ashok Kini was appointed as an Additional Director and later confirmed as an Independent Director for a five-year term. Mr. Amit Jain, Nominee Director, resigned. Mr. Sudeep Gupta retires by rotation and is eligible for re-appointment. Mr. Praveer Kumar was appointed as CFO. Mr. Basavraj Loni and Ms. Riya Devulkar resigned as Company Secretary, and Mr. Jitendra Garg was appointed as Company Secretary. Independent Directors have submitted declarations of independence. **Board Evaluation & Capital Structure:** The Company employs an efficient mechanism for the Annual Evaluation of performance by the Board, Directors individually, and the Committees of the Board. The evaluation framework assesses attendance, contribution, strategic perspectives, advice, and commitment to stakeholders. The Company allotted 7,20,500 Equity Shares of Rs. 10 each under its ESOP Scheme, increasing the issued and paid-up share capital to Rs. 123,45,93,260/-. There were no changes to the Authorised Share Capital. **Energy Conservation, Committees & Stakeholders:** The Company undertook initiatives to conserve energy, such as installing LED lights and using capacitor banks. The Board has constituted committees such as Audit, Nomination and Remuneration, Corporate Social Responsibility, and Stakeholder Relationship. Details of meetings and attendance are provided. The Company was not required to spend any amount towards CSR during F.Y. 2020-2021 due to losses. The Directors' Responsibility Statement confirms adherence to accounting standards and proper maintenance of records. **Auditors & Compliance:** MSKC & Associates (formerly R. K. Kumar & Co.) are the Statutory Auditors. DM & Associates, Company Secretaries, Mumbai are the Secretarial Auditor. The Secretarial Audit Report notes that as of March 31, 2021, the Composition of the Audit Committee was not in accordance with the provisions of Section 177 of the Companies Act, 2013 and notes steps to correct this issue. The Company's vigil mechanism and policy against sexual harassment are in place. **Financial Statements & Auditors' Report:** The standalone and consolidated financial statements were prepared according to Indian Accounting Standards. The Auditors' Report is unmodified and does not contain any qualification, reservation, or adverse remark. Emphasis of matter is drawn to the uncertainty related to the COVID-19 pandemic's impact. The auditors provide their report on the standalone financial statements of Fino PayTech Limited for the financial year 2020-2021 and include annexures detailing compliance with Companies Act, 2013 and internal controls. They also state there are adequate systems and processes in the Company commensurate with its operations to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.