ORBIS FINANCIAL CORPORATION Unlisted Shares Annual Reports

ORBIS FINANCIAL CORPORATION Unlisted Shares

Orbis Financial Corporation Limited (Orbis) 17th Annual Report for the year ended March 31, 2023, highlights its dedication to securities services and its role as a financial services company committed to investor servicing across several verticals, including custody & fund accounting, equity and commodity derivatives clearing, currency derivatives clearing, registrar and transfer agency, and trustee services. Established in 2005, Orbis is headquartered in Gurugram, Haryana, and has a marketing office in Mumbai, Maharashtra. It recently expanded its presence in GIFT City, Gujarat, to strengthen its global reach. The company operates on a 'zero conflict' business platform and serves a diverse range of investors, including FPI, FDI, Mutual Funds, Endowments & Trusts, High Networth Individuals, AIFs, Stock Brokers, Private Bankers and Portfolio Managers. Key aspirations for Orbis include maintaining leadership in AIFs & PMS custody, growing its RTA business, scaling the trustee business, capturing GIFT City opportunities, and increasing focus on foreign territories for inbound India investments. Several milestones were noted, including SEBI granting a certificate of registration as a Designated Depository Participant in 2013, crossing the 100 custody clients mark in 2014, becoming a profit-making company in FY16, commencing its CSR initiative in 2017, becoming a clearing member in all market segments in 2018, crossing 1,000 custody clients mark in 2019, assets under custody increased to Rs. 10,000 crores in March 2020, maiden Dividend in FY20, an additional round of capital raising of Rs. 112 crores in January 2023, and assets under custody increasing to INR 81,160 crores as of March 31, 2023. Orbis Financial Corporation Limited’s financial highlights for the year ended March 31, 2023 (consolidated) show a significant increase in financial performance. Revenue from Operations grew to INR 296.67 crore from INR 154.18 crore in the previous year. The Profit After Tax stood at INR 89.57 crore compared to INR 47.84 crore the year before. The Directors recommended a dividend of Rs. 0.80 per equity share. During the year the company issued capital amounting to Rs. 16.21 crores and allotted 31,04,100 equity shares pursuant to exercise of stock options. The Directors' Report outlines the company's affairs, dividend recommendation, equity share capital changes, subsidiary information (Orbis Trusteeship Services Private Limited (OTSPL)), registrar and transfer agent (Skyline Financial Services Private Limited), deposit status, borrowings (bank guarantees of Rs. 400 crores), credit rating ("ICRA A-" for long-term and "ICRA A2+" for short-term facilities), risk management, and CSR initiatives. These include scholarships to students, contributions to leprosy welfare, support for healthcare (Arpana Research & Charities Trust), assistance to stray animals (Friendicoes), and distribution of utility items to widows in Vrindavan. A sum of Rs. 65.93 Lakhs was spent on CSR activities, which included financial support to Purkal Youth Development Society and John Martyn Memorial School. The report also details human resource information, employee particulars, prevention of sexual harassment at the workplace, particulars of loans, guarantees, or investments, and contracts with related parties. The directors affirmed compliance with applicable secretarial standards and included a responsibility statement attesting to the integrity and accuracy of the financial statements. The report also provides information on board evaluation, directors and meetings, disclosures from independent directors, board meetings, and committees of the board (Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Management Committee, and Risk Management Committee). Other key aspects covered are the vigil mechanism/whistle blower policy, annual return, significant and material orders passed by regulators, material changes affecting financial position, corporate governance, statutory auditors (MSKA & Associates), secretarial auditor (Pankaj Nigam & Associates), and internal auditor (Ravi Rajan & Co. LLP). Finally, the report includes an acknowledgment of support from various regulatory authorities, stakeholders, and employees.

ORBIS FINANCIAL CORPORATION Unlisted Shares

Orbis Financial Corporation Limited 16th Annual Report Summary (2021-22) **Overview of Orbis Financial Corporation Limited** Orbis Financial Corporation Limited ('Orbis' or 'We') was established in 2005 and is a Financial Services Company committed to investor servicing in inter-related verticals, such as Custody & Fund Accounting services, Equity and Commodity derivatives clearing, Currency derivatives clearing, Registrar and Transfer Agency, and Trustee services. Orbis is headquartered in Gurugram, Haryana, with a Marketing Office in Mumbai, Maharashtra. A Business Development office was also set up in GIFT City, Gujarat to strengthen its global outreach. As of March 31, 2022, Orbis had Rs. 67,369 Crore in assets under management, with 116 employees and 241 shareholders. **Key Milestones** * **2007:** Received In-Principal approval from SEBI as a Custodian. Owned office premises at Gurugram. Commenced recruitments. Capitalisation of business with a Net worth of Rs. 50 crore as per SEBI requirements. * **2008:** Received SEBI license as a Custodian. * **2009:** Onboarded 1st Custody Client. * **2011:** Obtained numerous regulatory registrations with SEBI / Exchanges. * **2013:** SEBI granted certificate of registration as a Designated Depository Participant. * **2014:** Crossed 100 mark of Custody Clients. * **2015:** Turned into a profit making Company. * **2017:** CSR initiative in contribution to the progress of communities. * **2018:** Became Clearing member in all segments (Equity, Currency, and Commodities). Obtained SEBI Registration to act as ‘Debenture Trustee’ and ‘Registrar and Transfer Agent’. * **2019:** Maiden dividend distributed. SEBI approval as a Custodian in the commodities markets. Crossed 1,000 mark of onboarded custody clients. * **2020:** Assets under Custody increased to Rs. 10,000 crore. * **2021:** Additional capital raising through Rights. Branch office in Gift City operationalized. Assets under custody increased to Rs. 34,128 crore. * **2022:** Additional capital raising through Rights. Net worth soared to more than Rs. 220 crore. Crossed 2,000 mark of onboarded custody clients. Assets under custody increased to Rs. 67,369 crore. **Key Success Factors** The key success factors for Orbis include: * Industry strength driven by rising GDP and per capita income. * Redesigned organizational structure with motivated human resources. * A 'Zero Conflict' business model. * Significant yearly improvement in business. * Well-capitalized business with resourceful shareholders. **Financial Highlights (Consolidated)** | Particulars | March 31, 2022 (Rs. in crore) | March 31, 2021 (Rs. in crore) | | :---------------- | :----------------------------- | :----------------------------- | | Total Income | 191.03 | 86.53 | | Profit Before Tax | 65.22 | 19.50 | | Profit After Tax | 47.83 | 15.93 | Additional financial data: * Assets under Custody (Rs. in crore): FY 2019-20: 10,393.26, FY 2020-21: 34,128.23, FY 2021-22: 67,369.00 * Earnings per Share (Rs.): FY 2019-20: Basic-1.76, Diluted-1.76, FY 2020-21: Basic-1.99, Diluted-1.82, FY 2021-22: Basic-5.41, Diluted-4.79 * Total Assets (Rs. in crore): FY 2019-20: 496.62, FY 2020-21: 2,301.45, FY 2021-22: 3,924.38 * Net Worth (Rs. in crore): FY 2019-20: 79.11, FY 2020-21: 155.07, FY 2021-22: 223.02 **Department-Wise Staff Allocation** The distribution of Orbis' employees across departments includes: Custody, Clearing & Settlement (25.23%), Fund Accounting (22.21%), Client Onboarding & Due Diligence (16.15%), Trusteeship (6.60%), Banking & Treasury (9.80%), Registrar & Transfer Agency (3.30%), HR & Admin (7.60%), Legal & Compliance (5.50%), Information Technology (5.50%), and Sales & Client Relationship (9.80%). Total number of employees is 116 as of March 31. **Founder's Message (Atul Gupta)** Atul Gupta reflects on Orbis' 15-year journey since its inception with the In-Principal Approval from SEBI in 2007. Orbis continues as a dedicated Custodian with a Zero Conflict business model. Mr. Gupta references Niti Aayog's discussion paper on Digital Banking and regulatory innovation, awaiting further regulatory innovations for future growth. **Managing Director & CEO's Message (Shyamsunder Agarwal)** Shyamsunder Agarwal highlights FY22 as an outstanding year for Orbis, with a revenue increase of 120.77% and a PBT increase of 234.56% compared to FY21. He emphasizes the importance of compliances and corporate governance, the Zero-conflict business model, and the commitment to communities through CSR initiatives. **Corporate Social Responsibility (CSR)** Orbis has been actively involved in Corporate Social Responsibility through the following initiatives: * Education through PYDS: Supporting Purkal Youth Development Society. * Primary Education through JMM School: Sponsoring underprivileged children at the John Martyn Memorial School. * Initiatives around Leprosy Patients: Supporting leprosy centers in Haridwar and Rishikesh. * Support to Abandoned Widows at Vrindavan: Contributing to the Ramakrishna Mission, Belur Math to support destitute widows. * COVID Care Centre at RK Mission, Dehradun: Supporting a COVID care center with hospital beds and oxygen concentrators. * Animal Care Services in Delhi: Contributing to Friendicoes-SECA for animal welfare. **Board of Directors** The Board of Directors includes Atul Gupta, Shyamsunder Agarwal, Rup Chand Jain, Shachindra Nath, Pranay Kothari, Manasi Gupta, Michael Johann Eduard Jaeggi, and S.A.R. Acharya. **Leadership Team** The leadership team includes Atul Gupta, Shyamsunder Agarwal, Vineet Parekh, Sandeep Arora, Upendra Dutt Tripathi, and Tejash Gangar, and Rishav Bagrecha. **Director's Report Key Points (Financial Year 2021-22)** * **Financial Performance:** Total income grew by 120.77%, reaching Rs. 191.03 crore. Profit before tax increased by 234.51%. * **Dividend:** A dividend of Rs. 0.50 per equity share is recommended. * **Equity Share Capital:** The company raised Rs. 22.46 crore through issuing equity shares based on rights. Total Issued and Paid-up Equity Share Capital of the Company increased to Rs. 94,31,47,710 * **Borrowings:** Outstanding borrowings were Rs. 365 crore. * **Credit Rating:** The Company has a credit rating of "ICRA A stable" for its long-term and “ICRA A2+” for short term non-fund based facilities. * **Risk Management:** The Company has implemented a comprehensive Risk Management Policy. * **Corporate Social Responsibility:** The company spent Rs. 0.44 crore on various CSR activities. * **Human Resource:** As of March 31, 2022, the company had 112 employees. * **Sexual Harassment:** No complaints were received by the Internal Complaints Committee. * **Particulars of Loans, Guarantees or Investments:** Disclosed in the notes to the financial statements. * **Particulars of Contracts or Arrangements with Related Parties:** Transactions are in the ordinary course of business and on an arm's length pricing basis. * **Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Expenditure:** No information to disclose regarding conservation of energy and technology absorption. Foreign exchange earnings and outgo are detailed. * **Internal Financial Control:** The Company has adequate internal financial controls systems. * **Statutory Auditors:** M/s MSKA & Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company * **Board Evaluation:** The Board's evaluation process has been adopted by the Company. * **Board Meetings:** The Board met three times. * **Committees of the Board:** The Board functions through its various committees, which have been assigned roles and responsibilities. * ** Extract of Annual Return :** The Annual Return in Form MGT-7 as at March 31, 2022 is available on the website of the Company * **Particulars Of Contract Or Arrangements Entered Material Changes, Details of Subsidiaries:** There has been no material changes and commitment affecting the financial position of the Company. * **Orbis Trusteeship Services Private Limited (OTSPL):** OTSPL is a wholly owned subsidiary registered with SEBI as a 'Debentures Trustee'. * **Directors' Responsibility Statement:** Confirms compliance with accounting standards, maintenance of records, and ongoing concern basis. **Noteworthy annexure items of Director's Report:** * Breakdown of CSR expenditure * Annual report on corporate social responsibility * Secretarial audit report **Independent Auditor's Report Key Points (Standalone):** * **Opinion:** The standalone financial statements give a true and fair view in conformity with accounting principles generally accepted in India. * **Key Audit Procedures:** The audit was conducted in accordance with Standards on Auditing (SAs). * **Internal Financial Controls:** Internal financial controls with reference to standalone financial statements are adequate and were operating effectively as at March 31, 2022. * **Report on Legal and Regulatory Requirements:** Compliances were reviewed for Companies Act, Securities Contracts (Regulation) Act, Depositories Act, Foreign Exchange Management Act, and various SEBI Regulations and Guidelines. * **The report also includes annexures** regarding auditor responsibilities, relevant financial reporting. **Financial Statement Key Points (Standalone):** *All figures in INR Lakhs **Balance Sheet Highlights as at 31 March 2022:** **Assets:** **Non-current assets** Total: 71006.61 * Property, plant and equipment -972.05 * Right of use assets - 103.85 * Intangible assets Total: 96.14 **Current assets** Total: 321431.38 * Trade receivables - 883.06 * Cash and cash equivalents - 67478.33 * Other financial assets - 1670.16 **Equity and Liabilities:** **Equity** Total: 22301.83 * Equity Share Capital - 9431.48 * Other Equity - 12870.35 **Non-current liabilities** Total: 203.01 * Lease Liability - 79.01 * Employee benefit obligations - 124 **Current liabilities** Total: 369933.15 * Trade payables - 3112.32 * Other financial liabilities - 366147.34 * Lease Liability - 36.52 **Statement of Profit and Loss for the year ended 31 March 2022:** * Revenue from Operations: 15418.17 * Other Income: 3684.78 * Total income: 19102.95 * Profit before tax: 6521.47 * Net Profit: 4783.80 **Additional observations:** * The company's revenue primarily comes from Custody Service and PCM Services. * The financial assets are measured at fair value at each balance sheet date. * There has been a net increase in employee benefits expense compared to the previous year. * A dividend has been declared and paid during the year

ORBIS FINANCIAL CORPORATION Unlisted Shares

Orbis Financial Corporation Limited Annual Report 2020-2021 Summary: This document is the annual report for Orbis Financial Corporation Limited for the financial year 2020-2021. The report includes both standalone and consolidated financial statements and covers various aspects of the company's performance, strategy, governance, and compliance. **Key People:** * Board of Directors: Includes Atul Gupta (Executive Chairman), Shyamsunder Agarwal (Managing Director & CEO), Manasi Gupta (Non-Executive Director), Michael Johann Eduard Jaeggi (Non-Executive Director), Pranay Kothari and Shachindra Nath (Non-Executive and Independent Directors), R. C. Jain and S.A.R. Acharya (Non-Executive Directors). * Company Secretary: Ms. Rini Jangid. * Statutory Auditors: MSKA & Associates, Chartered Accountants. **About Orbis:** * Orbis Financial Corporation Limited, established in 2005, is a SEBI-registered financial services company focused on investor servicing. * The company offers services such as Custody & Fund Accounting, Commodity Clearing, Equity Derivatives Clearing, Currency Derivatives Clearing, Share Transfer Agency, and Trustee services. * Orbis commenced RTA services in 2019 as a SEBI-accredited Registrar & Share Transfer Agent, followed by trustee services as a SEBI-accredited Trustee services provider. * Headquartered in Gurugram, Haryana, Orbis offers a wide range of securities services to various investors, including foreign and domestic institutional investors, FPI, FDI, Mutual Funds, Insurance companies, Endowments & Trusts, High Networth Individuals, AlFs, Stock Brokers, Private Banks and Portfolio Managers. **Key Success Factors:** * Strong industry growth driven by rising GDP and Per Capita Income with positive investor sentiment. * Redesigned organizational structure with motivated human resources and a robust client pipeline. * Well-capitalized business with resourceful shareholders. * Significant year-over-year improvement in business with additional clients onboarded and healthy mix in different market segments. **What Strengthens Orbis' Future:** * Opportunities continue to grow as Capital markets hold up under the weight of COVID-19 * Capital infusion to drive the Company's growth. The new induction of capital takes the subscribed equity capital to INR 876.24 million and the net worth to INR 1544.91 million. * Strategic clarity and coherence **Founder's Message (Atul Gupta):** * Orbis focused on securities services without conflicting with clients' businesses. * The company's diversification has been centered around inter-related security services. * The company achieved a Total Income of INR 855.90 million, Profit before tax of INR 187.23 million and Profit after tax of INR 153.48 million, representing a growth of 95.05%, 14.61 % and 32.64% respectively. * Raised fresh capital aggregating INR 221.24 million taking our net worth to INR 1544.91 million. **Managing Director's Overview (Shyamsunder Agarwal):** * The company has ended another successful year with satisfactory results. * Key highlight is revenue growth of almost 95.05% and PBT increase of 14.61%. * Assets under Custody (AuC) as at March 31, 2021, stood at INR 341,282.30 million, a 228% increase from INR 103,932.60 million on March 31, 2020. * Successfully completed fund raising of INR 596.94 million and invested in new technologies, opening a GIFT City branch at International Financial Services Center (IFSC). **Financial Highlights:** * Total Income: ₹855.90 Million * Cash & Equivalent (Deployed towards working capital): ₹22,234.42 Million * Profit After Tax: ₹153.48 Million * Head Count: 86 **Director's Report:** * The paid-up equity share capital increased by Rs 221.24 million. * The Board recommended dividend distribution of INR 0.50 per share, aggregating INR 3,51,26,117. * The Company voluntarily chose to incorporate IND AS in their reports for the accounting period beginning on April 01, 2020. * Corporate Social Responsibility: undertaken to support a primary school on the outskirts of Dehradun, and the remainder will be spent in the succeeding years. **Financial Audit Information:** * The standalone profit after tax stood at Rs 153.48 million in the financial year 2020-21. * The consolidated profit after tax stood at Rs. 159.24 million in the financial year 2020-21. * The Auditors' Report for Financial Year ended March 31, 2021, does not contain any qualification, reservation, adverse remarks or disclaimer. * MSKA & Associates, Chartered Accountants, issued an unmodified audit opinion on the financial statements after adjustments. This summary captures the key information, arguments, and findings presented in the annual report.