Fino Paytech Limited Unlisted Shares

Annual Report Summary

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.