Announcement PDF Equity Raising Presentation 20 March 2025 ASX: FND Important notice and disclaimer This presentation (Presentation) has been prepared by Findi Limited (Findi or the Company) and is authorised for release by its Directors. You must read and accept the conditions in this notice before considering the information set out in or referred to in this Presentation. If you do not agree, accept or understand the terms on which this Presentation is supplied, or if you are subject to the laws of any jurisdiction in which it would be unlawful to receive this Presentation or which requires compliance with obligations that have not been complied with in respect of it, you must immediately return or destroy this Presentation and any other confidential information supplied to you by Findi. By accepting this Presentation, you acknowledge and agree to the conditions in this notice and agree that you irrevocably release Findi from any claims you may have (presently or in the future) in connection with the provision or content of this Presentation. This Presentation has been prepared by Findi in connection with an offer of new ordinary shares in the Company (New Shares) by way of a placement to eligible sophisticated and professional investors (Offer). SUMMARY INFORMATION This Presentation contains summary information about Findi, its subsidiaries and their activities which is current as at the date of this Presentation unless otherwise stated and the information remains subject to change without notice. The information in this Presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in Findi or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. While Findi has taken every effort to ensure the accuracy of the material in the Presentation, neither the Company nor its advisers have verified the accuracy or completeness of the information, or any statements and opinions contained in this Presentation. This Presentation should be read in conjunction with the Company’s annual report, market releases and other periodic and continuous disclosure announcements, which are available at www.asx.com.au and findi.co. This Presentation is for information purposes only and is not a prospectus, product disclosure statement, pathfinder document for the purposes of section 734(9) of the Australian Corporations Act 2001 (Cth) (Corporations Act) or other offer document under Australian law or the law of any other jurisdiction. It will not be lodged with the Australian Securities and Investments Commission (ASIC). NOT AN OFFER, INVESTMENT ADVICE OR RECOMMENDATION Each recipient of this Presentation should make its own enquires and investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties and contingencies which may affect the future operations of Findi and the impact that different future outcomes may have on Findi. This Presentation has been prepared without taking account of any person’s individual investment objectives, financial situation or particular needs. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. Findi is not licensed to provide financial product advice in respect of the Company’s shares. Cooling off rights do not apply to the acquisition of New Shares in the Company. This Presentation does not constitute an invitation, offer, solicitation, inducement or recommendation to apply for or purchase shares and does not include any application form for New Shares. This Presentation does not constitute an advertisement for an offer or proposed offer of New Shares. Neither this Presentation nor anything contained in it shall form the basis of any contract or commitment for the acquisition of New Shares and it is not intended to induce or solicit any person to engage in, or refrain from engaging in, any transaction. INVESTMENT RISK An investment in Findi shares is subject to known and unknown risks, some of which are beyond the control of Findi. Findi does not guarantee any particular rate of return or the performance of Findi nor does it guarantee any particular tax treatment. An investment in Findi should be considered as highly speculative and high risk due to the nature of the Company and its business. FOREIGN JURISDICTIONS This Presentation does not constitute an offer, advertisement or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer, advertisement or invitation. This Presentation is not and should not be considered, and does not contain or purport to contain, an offer or an invitation to sell, or a solicitation of an offer to buy, directly or indirectly any securities, to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement or recommendation to enter into, any contract whatsoever relating to any securities. 2 Important notice and disclaimer DISTRIBUTION OF PRESENTATION The distribution of this Presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions and should seek your own advice on the relevant restrictions that will or may apply. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. Refer to the section titled Foreign Selling Restrictions on slides 38-39 of this Presentation for more information. FINANCIAL INFORMATION The historical financial information in this Presentation is presented in an abbreviated form insofar as it does not include all of the presentation and disclosures required by the Australian Accounting Standards (AAS) and other mandatory professional reporting requirements applicable to general purpose financial reports prepared in accordance with the Corporations Act. The historical financial information for the Company contained in this Presentation has been derived from the audited and consolidated financial statements of the Company for the financial year ended 31 March 2024 and half year ended 30 September 2024, as lodged with ASX. In addition, the Company has included quarterly financial information for the quarter ending 31 December 2024 which it has derived from monthly management accounts and has not been subject to audit or review. This Presentation also contains pro forma historical financial information which does not consider the recognition, measurement presentation and disclosures required by the AAS and has not been audited or reviewed by the Company’s auditors. The pro forma financial information provided in this Presentation is for illustrative purposes only and is not represented as being indicative of the Company’s (or anyone else’s) views on its future financial condition and/or performance. The pro forma financial information has been prepared on the basis set out in this Presentation. Non-IFRS measures You should also be aware that certain financial measures included in this Presentation are ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ published by ASIC and also ‘non-GAAP financial measures’ within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under AAS and International Financial Reporting Standards (IFRS). Those non-IFRS financial information/non-GAAP financial measures do not have a standardised meaning prescribed by AAS or IFRS. Therefore, the non-IFRS financial information/non-GAAP financial measures may not be comparable to similarly titled measures presented by other entities and should not be construed as an alternative to other financial measures determined in accordance with AAS or IFRS You should not place undue reliance on any non-IFRS financial information/non-GAAP financial measures included in this Presentation. Non-IFRS measures and has not been subject to audit or review. AMOUNTS All currency amounts are in Australian dollars unless stated otherwise. All current INR to AUD conversions have been performed at a constant FX rate of AUD1 = INR55. Any financial data in this presentation is unaudited and presented as at the date of this Presentation. A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this Presentation. FORWARD-LOOKING STATEMENTS This Presentation contains forward looking statements regarding the Company’s intent, belief or current expectations with respect to its business and operations, market conditions, results of operations and financial conditions. The words ‘anticipate’, ‘believe’, ‘expect’, ‘project’, ‘forecast’, ‘estimate’, ‘likely’, ‘intend’, ‘should’, ‘could’, ‘may’, ‘target’, ‘plan’ and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements which reflect the Company’s current views with respect to future events and are subject to change without notice and involve risks, uncertainties and assumptions (many of which are beyond the control of the Findi, its subsidiaries and their respective directors, officers, employees, partners, consultants, contractors, agents, advisers and representatives) that could cause actual outcomes and results to differ materially from the outcomes and results anticipated. Accordingly, readers should not place undue reliance on forward-looking statements, particularly in light of the current economic climate and geopolitical tensions.. Forward-looking statements are subject to risk factors associated with the Company’s business, many of which are beyond the control of the Company. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a variety of variables and changes in underlying assumptions which could cause actual results or trends to differ materially from those expressed or implied in such statements. No guarantee, representation or warranty, express or implied, is made in this Presentation as to the accuracy, likelihood of achievement or reasonableness of any forward-looking statements. The forwardlooking statements are based only on information available to Findi at the date of this Presentation. Any opinions expressed reflect Findi’s position at the date of this Presentation and are subject to change without notice. Subject to law, Findi and its representatives and advisers assume no obligation to update, review, supplement or revise any information contained in this Presentation, whether as a result of new information, future events, changes in expectations or assumptions or otherwise. 3 Important notice and disclaimer PAST PERFORMANCE Past performance and pro forma historical information in this Presentation is given for illustrative purposes only. Past performance cannot be relied upon and is not an indication of future performance including future share price information. MARKET DATA Certain market and industry data used in this Presentation may have been obtained from research, surveys or studies conducted by third parties, including industry or general publications. Neither the Company nor its representatives or its advisers have independently verified any market or industry data provided by third parties or industry or general publications. DISCLAIMER To the maximum extent permitted by law and except to the extent caused by its fraud, gross negligence or wilful misconduct (or that of its employees, officers, agents or contractors), Ord Minnett Limited, Morgans Corporate Limited and MST Financial Services Pty Ltd (Joint Lead Managers) and their respective affiliates and related bodies corporate and each of their respective directors, officers, partners, employees, consultants, contractors, agents and advisers (together, the Specified Persons) exclude and expressly disclaim: • • all duty, liability and responsibility (whether in tort (including negligence) or otherwise) for any direct or indirect expenses, costs, loss or damage which may be suffered by any person through the participation in, or failure to participate in the Offer, or the use of or reliance on anything contained in, or omitted from, this presentation (including the information in this Presentation being inaccurate or incomplete in any way for any reason); and any obligations or undertaking to release any updates or revisions to the information in this Presentation to reflect any change in expectations or assumptions. Unless otherwise expressly stated in this Presentation, the Joint Lead Managers are acting only as joint lead managers in respect of the Offer. The Offer is not underwritten. Neither the Joint Lead Managers nor any of their respective Specified Persons: • • • To the maximum extent permitted by law and except to the extent caused by its fraud, gross negligence or wilful misconduct (or that of its employees, officers, agents or contractors), the Specified Persons exclude and expressly disclaim all liabilities in respect of the information in this Presentation. The Specified Persons make no representation or warranty, express or implied, as to the fairness, currency, accuracy, reliability or completeness of information in this Presentation, or the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects or returns (or any event or results expressed or implied in any forward-looking statement) contained in, or implied by, the information in this Presentation or any part of it, or that this Presentation contains all material information about the Company or which a prospective investor or purchaser may require in evaluating a possible investment in the Company or acquisition of securities in the Company. To the maximum extent permitted by law and except to the extent caused by its fraud, gross negligence or wilful misconduct (or that of its employees, officers, agents or contractors), the Specified Persons take no responsibility for any part of this Presentation or the Offer. The Joint Lead Managers and their respective Specified Persons make no recommendations as to whether you or your related parties should participate in the Offer nor do they make any representations or warranties (express or implied) to you concerning the Offer or the information within this Presentation, and you represent, warrant and acknowledge that you have not relied on any statements made by the Joint Lead Managers or their respective Specified Persons in relation to the Offer and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice. The Company reserves the right to withdraw the Offer or vary the timetable for the Offer without notice with the prior written consent of the Joint Lead Managers. You acknowledge that determination of eligibility of investors for the purposes of the Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and share registry constraints and the discretion of the Company and/or the Joint Lead Managers. To the maximum extent permitted by law and except to the extent caused by its fraud, gross negligence or wilful misconduct (or that of its employees, officers, agents or contractors), each of the Specified Persons exclude and expressly disclaim any duty or liability in respect of the exercise or otherwise of that discretion. have independently verified any of the information in this Presentation and take no responsibility or liability for any part of this Presentation or the information within it; have authorised, permitted or caused the issue, submission, lodgement, dispatch or provision of this Presentation; and have made or purported to make any statement in this Presentation and there is no statement in this Presentation which is based on any statement by any of them. 4 Important notice and disclaimer Each Joint Lead Manager and its affiliates are a full service financial institution engaged in various activities, which may include trading, financing, corporate advisory, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Each Joint Lead Manager and its affiliates has provided, and may in the future provide, financial advisory, financing services and other services to the Company and to persons and entities with relationships with the Company, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, each Joint Lead Manager and its affiliates and its and their officers, employees and contractors may act as market maker or purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and those investment and trading activities may involve or relate to assets, securities and/or instruments of the Company, and/or persons and entities with relationships with the Company. Each Joint Lead Manager and its affiliates and its and their officers, employees and contractors may also communicate independent investment recommendations, market colour or trading ideas and/or publish or express independent research views in respect of those assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in those assets, securities and instruments. In connection with the Offer, one or more investors may elect to acquire an economic interest in the New Shares (Economic Interest), instead of subscribing for or acquiring the legal or beneficial interest in those shares. Each Joint Lead Manager (or its affiliates) may, for their own respective accounts, write derivative transactions with those investors relating to the New Shares to provide the Economic Interest, or otherwise acquire shares in the Company in connection with the writing of those derivative transactions in the Offer and/or the secondary market. As a result of those transactions, each Joint Lead Manager (or its affiliates) may be allocated, subscribe for or acquire New Shares or shares of the Company in the Offer and/or the secondary market, including to hedge those derivative transactions, as well as hold long or short positions in those shares. These transactions may, together with other shares in the Company acquired by the Joint Lead Manager (or its affiliates) in connection with their ordinary course sales and trading, principal investing and other activities, result in the Joint Lead Managers (or its affiliates) disclosing a substantial holding and earning fee. The Joint Lead Managers (and/or their respective affiliates) may also receive and retain other fees, profits and financial benefits in each of the above capacities and in connection with the above activities, including in their capacity as Joint Lead Managers to the Offer. 5 Table of Contents Executive Summary 7 Findi Overview 9 Recent Updates 16 New Piramal Investment 24 Transaction Details 27 Appendix 31 Key Risks & International Offer Restrictions 33 6 Executive Summary 7 Executive Summary Summary of Transaction • Findi Limited (Findi or the Company) advises that Transaction Solutions International (India) Pvt Ltd (TSI), Findi’s majority owned subsidiary, has exercised its call option to buy back the Compulsory Convertible Debentures (CCDs) previously issued to Indian investment group, Piramal Alternatives (Piramal) • Findi has agreed for Piramal to re-invest Rs 2,000,000,000 (200 Crore) (A$36.3) million in new CCDs (New CCDs) at an agreed INR 2,750 Crore (A$500 million) post-money valuation ahead of TSI’s intended listing on the Bombay Stock Exchange (TSI IPO) in 2026 Background and Rationale • TSI initially raised A$37.6 million via the placement of CCDs to Piramal in November 2023, which were to compulsorily convert to equity at a pre-IPO market capitalisation of A$153.0 million (A$190.9 million post money) at the TSI IPO • The CCDs had an annual cash interest coupon of 8.0%, and TSI also held a call option to buy back the unlisted securities at a committed IRR of 18%. (refer ASX announcement 15 November 2023) • The New CCDs do not have an annual interest coupon prior to 24 November 2026 and convert at a significantly higher A$500 million post money valuation, reducing the dilution of Findi’s stake in TSI in the event the New CCDs convert by ~67% Key Recent Updates • Increase in ATM Interchange Fees announced by the National Payments Corporation of India, rising from Rs 17/- to Rs 19/- for financial transactions, effective 1 May 2025 • Strategic Initiatives: • Findi’s acquisition of Tata Communications Payment Solutions Limited (TCPSL) was recently approved by the Reserve Bank of India and subsequently settled 28 February 2025 • Findi acquired BankIT on 20 January 2025, delivering further merchant growth • A 50%+ expansion in the number of ATMs deployed and managed under Findi’s contract with State Bank of India (SBI) • Earnings Guidance • Guidance for FY25 EBITDA (31 March year-end) in the range of A$30M to A$32M and revenue between A$68M - A$70M • Over 140% revenue growth expected in FY26 compared to FY25 Transaction and Earnings Highlights • Growth accelerated with funds from the equity raising intended for value-accretive acquisitions, continued expansion of the flagship FindiPay digital platform, the roll-out of White Label ATMs and further transactions to scale-up its merchant and ATM network • Strategic validation evidenced via Piramal’s continued support for the Company’s growth trajectory, execution of management and their confidence in a TSI IPO valuation in excess of A$500 million • Value enhancing to Findi shareholders with material earnings accretion expected in FY26 and FY27 relative to the median consensus analyst NPAT forecasts1, driven by: • Interest savings on the coupon due to the buy back of the Piramal CCDs of ~A$6.0 million on an annualised basis • Increase in the ATM interchange fees driving an estimated positive NPAT impact in excess of A$5.5 million in FY26 and A$10.0 million in FY272 Equity Raising • Findi is undertaking an Equity Raising of ~A$45.0 million consisting of a ~A$40.0 million institutional placement (the Placement) and a ~A$5.0 million Share Purchase Plan (the SPP) (collectively the Offer or the Equity Raising) • Approximately 11.3 million new fully paid ordinary shares (New Shares) to be issued in the Equity Raising3, at a fixed offer price of A$4.00 per New Share (Offer Price), representing a ~12.3% discount to Findi closing price of A$4.56 per share on the ASX as at Thursday, 13 March 2025 and a ~15.0% discount to the 5-day VWAP (A$4.707) • New Shares issued under the Placement will utilise Findi’s existing capacity under LR7.1 and LR7.1A • Findi directors have undertaken to commit a minimum of A$1.0 million in the Placement. Director participation in the Placement will be subject to shareholder approval (1) (2) Median consensus analyst NPAT forecast of A$0.3 million in FY26F and A$16.7 million in FY27F as at 14 March 2025 Assumes that carry forward tax losses are utilised in FY26 and FY27 (3) Assume full take-up in the SPP 8 Findi Overview 9 Business overview Findi is an ASX-listed fintech that provides customised, flexible, and scalable payment services for one of the world’s largest developing markets, driving India’s digital banking revolution. Findi aims to increase the breadth of its services and become a leading transaction banking services provider WHAT WE DO WHERE WE ARE ATM Solutions FindiPay Deployment & Management Dynamic Payments & Digital Banking LARGE MARKET OPPORTUNITY 68,8006+ ATM / payment locations across all Indian States & Territories as of February 2025 New Delhi Jaipur 1.4+ billion ~350 million estimated India population in 20241 unbanked people in India (25% of the adult population3) Lucknow Kolkata Surat INR ~36 trillion ~12% cash of currency in circulation (A$653bn) as of February 20252 payments as a percentage of GDP in 20242,4 Mumbai Pune Hyderabad HEADQUARTERS 1) 2) 3) ~15% CAGR INR518 trillion currency in circulation growth from 2017-243 forecast size of India’s digital payments market (A$9.4tn) by FY275 United Nations Reserve Bank of India (RBI) The Economic Times 4) 5) 6) Forbes India PwC India Retail merchant network of 56,000 and ATM network of 12,800. MANAGED SERVICES CENTRE (1) Bangalore Chennai SALES OFFICES (1) FINDIPAY & ATM PRESENCE (6) ATM PRESENCE (21) Major cities 10 Investment themes Findi possesses several compelling investment fundamentals that can be leveraged to drive sustainable & cash flow accretive earnings. Key drivers include growing our ATM portfolio, as well as strategic expansion & innovation within the White Label ATM (WLA), digital payments & banking markets 1) ROBUST MARKET OPPORTUNITIES DIVERSIFIED OPERATIONS CLEARLY DEFINED GROWTH STRATEGY SIGNIFICANT PIPELINE OF OPPORTUNITIES We support payment services for one of the world’s largest developing markets where cash continues to represent a significant proportion of transactions. As the country increases its use of digital banking it still retains a strong preference for cash. Findi specialises in the provision of bespoke ATM deployment & managed services, as well as digital payments & banking solutions servicing large financial institutions, small businesses and individuals. Building our ATM portfolio, expanding FindiPay offerings, and leverage our WLA strategy to create valuable cross-selling opportunities. In addition to our current portfolio of ~12,800 BLA and WLA, we anticipate adding 6,500 WLA by Mar-26. A key pillar to this strategy is the acquisition of TCPSL. The ongoing consolidation in the Indian ATM market is anticipated to present further opportunities. SCALE AND LEADING POSITION EXPANDING CUSTOMER BASE EXPERIENCED MANAGEMENT TEAM MEDIUM-TERM RE-RATE OPPORTUNITY Strategically positioned across 30+ States and Territories in Pan India, supported by over 650 employees servicing over 68,800 locations, including ~12,800 ATMs as the lowest cost player in the market and now with a leading position in the digital space following the acquisition of BankIT. With 350m unbanked adults and 1bn+ transactions processed in FY24, our objective is to attract >7m daily customers and deliver substantial growth in transaction volume by FY25, as we support customers’ transition into the banking system. Findi is led by a seasoned executive team in India supported by an active Board of Directors who together have delivered strong growth since the transaction settlement in January 2022. Listed comparable companies on the ASX, BSE & NSEI trade at an average EBITDA multiple of 25x. As at close 14 March 2025 A medium-term re-rate opportunity is evident as Findi currently trades at an FY25 EBITDA multiple of 8.0x. 11 Robust market opportunity In a strong Indian market, fuelled by a growing population, a vast group of unbanked individuals, the substantial circulation of cash, and a prevalent preference for cash transactions, Findi is well -positioned to both assist India in achieving its National Mission for Financial Inclusion (NMFI) objective & transition towards digital payment methods 1.4bn+ ~12% 90% the world’s most populous country 1 (25% of adults remain unbanked) 3 cash payments as a percentage of GDP in 2024 2,4 of e-commerce transactions in rural areas are settled in cash 8 1) 2) 3) Australia 5 518 333 241 418 Value of digital payments market (tn)5 35.7 33.8 31.3 28.5 24.5 306 digital payments market 518tn projected size by FY27 (4YR CAGR: 32.9%) (A$9.4bn) on pcp) INR of currency in circulation (tn)2 296 286 267 258 91 19 India 2 (A$651bn) in the US)6 Number of ATMs in India (k)7 150 ATMs per 100k people6 of currency in circulation 35.7tn as of July 2024 (~6.5% increase 21.4 (incl. WLA) INR 166 per 100,000 people in India ~19 ATMs (vs. 91 in Australia and 150 276 A significant opportunity remains in the Indian ATM market as the number of ATMs per capita is more than 4.5x less than Australia and 7.9x less than the US. US United Nations RBI The Economic Times 4) 5) 6) Forbes India PwC India Statista 7) 8) ReportLinker Management estimate 12 Strategic horizon We have made significant strides in achieving our strategic objectives in the past six months, moving us closer to Stage 3 of our Strategic Horizon – Unlock Shareholder Value. Our focus now shifts to consolidating recent acquisitions (TCPSL and BANKIT), executing our WLA and Payments Bank strategies, while pursuing targeted bolt-on expansions in regional areas of India in preparation for TSI India’s IPO Value to Findi’s Shareholders TRADITIONAL ATM BUSINESS Stage 1 – Portfolio Diversification & Expansion ✓ Foster organic expansion via deployment of ATMs at physical FindiPay stores. ✓ E