on the Restated Summary Statement of Assets and Liabilities as at March 31 2021 March31 2020 and March 31 2019 and Restated Summary Statement of Profits and Losses RestatedStatement of Cash Flows along with the Summary Statement of Significant AccountingPolicies and other explanatory information for years ended March 31 2021 March 31 2020and March 31 2019 of Fino Payments Bank Limited (collectively the "RestatedFinancial Information")
The Board of Directors Fino Payments Bank Limited
Plot No Gen 2/1/F Tower 1 8th Floor TTC Industrial Area MIDC Shirwane JuinagarNavi Mumbai - 400 706
Dear Sirs/ Madams
1. We have examined the Restated Financial Information of Fino Payments Bank Limited(the "Bank") as at March 31 2021 March 31 2020 and March 31 2019 annexed tothis report for the purpose of inclusion in the Draft Red Herring Prospectus("DRHP") Red Herring Prospectus ("RHP") and Prospectus prepared bythe Bank in connection with its proposed Initial Public Offer of equity shares of facevalue of Rs. 10 each ("Offer"). The
Restated Financial Information which have been approved by the board of directors ofthe Bank (the "Board of Directors") at their meeting held on July 23 2021 andhave been prepared by the Bank in accordance with the requirements of:
a) the Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act
2013 (the "Act");
b) the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations 2018 as amended (the "SEBI ICDR Regulations");and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by theInstitute of Chartered Accountants of India ("ICAI") as amended from time totime (the "Guidance Note").
2. The Bank's management are responsible for the preparation of Restated FinancialInformation for the purpose of inclusion in the DRHP to be filed with Securities and
Exchange Board of India ("SEBI") BSE Limited ("BSE") and theNational Stock Exchange of India Limited ("NSE") in connection with the Offerand the RHP and Prospectus to be filed with SEBI and Registrar of Companies Maharashtraat Mumbai. The Restated Financial Information have been prepared by the management of theBank in accordance with the basis of preparation stated in Note 1(B) of the RestatedFinancial Information. The management of the Bank is responsible for designingimplementing and maintaining adequate internal control relevant to the preparation andpresentation of the Restated Financial Information. The management of the Bank is alsoresponsible for identifying and ensuring that the Bank complies with the Act the SEBIICDR Regulations and the Guidance Note.
3. We have examined the Restated Financial Information taking into consideration:
a) the terms of reference and our engagement agreed with you vide our engagement letterdated July 22 2021 in connection with the Offer.
b) The Guidance Note. The Guidance Note requires that we comply with the ethicalrequirements as stated in the Code of Ethics issued by the ICAI;
c) the concepts of test check and materiality to obtain reasonable assurance based onverification of evidence supporting the Restated Financial Information; and
d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities inrelation to compliance with the Act the SEBI ICDR Regulations and the Guidance Note inconnection with the Offer.
4. The Restated Financial Information have been compiled by the management from theaudited financial statements of the Bank as at and for the years ended March 31 2021March 31 2020 and March 31 2019 prepared in accordance with accounting standardsnotified under section 133 of the Act read with the Companies (Accounts) Rules 2014 asapplicable to the Bank (the "Indian GAAP") the Banking Regulation Act 1949 anddirections issued by the Reserve Bank of India from time to time and have been approved bythe Board of Directors at their meeting held on May 15 2021 May 15 2020 and May 222019 respectively.
5. For the purpose of our examination we have relied on:
a) Auditor's report issued by us dated May 15 2021 and May 15 2020 on the financialstatements of the Bank as at and for the years ended March 31 2021 and March 31 2020respectively as referred in Para 4 above. The audited financial statements of the Bank forthe year ended March 31 2021 and March 2020 included an Emphasis of Matter Paragraph asfollows:
"We draw attention to Note 42 to Schedule 18 in the audited financial statementsfor the year ended March 31 2021 which describes that the extent to which the COVID-19Pandemic will impact the Bank's financial statements will depend on future developmentswhich are highly uncertain. Our opinion is not modified in respect of this matter."and
"We draw attention to Note 42 to Schedule 18 in the audited financial statementfor the year ended March 31 2020 which describes that the extent to which the COVID-
19 Pandemic will impact the Bank's financial statements will depend on futuredevelopments which are highly uncertain. Our opinion is not modified in respect of thismatter." b) Auditor's reports issued by B S R & Associates LLP ("PreviousAuditor") dated May
22 2019 on the financial statements of the Bank as at and for the year ended March 312019 as referred in Para 4 above.
The audited financial statements for the year ended March 31 2019 and the independentauditor's report thereon issued by the Previous Auditor have been furnished to us by theBank. Upon specific request by the Bank we have examined and reported on the restatedfinancial information for the year ended March 31 2019. The adjustments in so far as itrelates to the amounts disclosures material errors regroupings reclassifications etc.included in respect of the year ended March 31 2019 is restricted to and based solely onthe audited financial statements and auditor's report issued by the Previous Auditor forsuch years. We have not performed any additional procedures other than those stated hereinand do not accept any responsibility of whatsoever nature in this regard.
6. Based on the above and according to the information and explanations given to us wereport that:
i) Restated Financial Information have been prepared after incorporating adjustmentsfor the changes in accounting policies any material errors and regroupings/reclassifications retrospectively in the financial years as at and for the years March 312020 and March 31 2019 to reflect the same accounting treatment as per the accountingpolicies and grouping/classifications followed as at and for the year ended March 312021 as more fully described in Annexure 4 to the Restated Financial Information(Restated Statement of Adjustments to Audited Financial Statements);
ii) there are no qualifications in the auditor's reports on the audited financialstatements of the Bank as at and for the years ended March 31 2021 March 31 2020 andMarch 31 2019 which require any adjustments to the Restated Financial Information. Thereis an Emphasis of Matter (refer paragraph 5(a) above) which do not require any adjustmentto the Restated Financial Information; and
iii) Restated Financial Information have been prepared in accordance with the Act theSEBI ICDR Regulations and the Guidance Note.
7. The Restated Financial Information do not reflect the effects of events thatoccurred subsequent to the respective dates of the reports on the audited financialstatements mentioned in paragraph 4 above other than impact on Earnings Per Share onaccount of issue of bonus shares (refer note 39 to the Restated financial statements)
8. This report should not in any way be construed as a reissuance or re-dating of anyof the previous auditor's reports issued by us or by the Previous Auditor nor should thisreport be construed as a new opinion on any of the financial statements referred toherein.
9. We have no responsibility to update our report for events and circumstancesoccurring after the date of this report.
10. Our report is intended solely for use of the Board of Directors and for inclusionin the
DRHP RHP and Prospectus to be filed with the SEBI BSE NSE and the RoC as applicablein connection with the Offer. Our report should not be used referred to or distributedfor any other purpose without prior consent in writing. Accordingly we do not accept orassume any liability or any duty of care towards any other person relying on thestatement.
For MSKC & Associates (Formerly known as R. K. Kumar & Co.) CharteredAccountants ICAI Firm registration number: 001595S
Membership No. 118580
July 23 2021