# FND - Findi Limited



## System (16 October 2010)

Transaction Solutions International Limited (TSN) was formerly known as QED Occtech Limited (QED).


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## yarrabah (5 January 2011)

Well, a very tightly held stock, approx 70% from memory held by directors, jv partners & european banks. no debt and rising ATM's in India. Seems like a good story.


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## Mofra (5 January 2011)

Difficlt to get an idea of value on this one, given the last annual report (QED) only included a 17.6% interest in TSI (now 100% since Sept).

The Oct revenue figure of $674k on 350 ATMs is released as an ann, with the 43% increase in ATM nos in India as per announcement this extrapolates to $963,820 or $11,565,840 pa in revenue (again, the lack of prev. yrs financials makes it hard to judge any profit margin/fixed overheads). 
Extrapolated gross revenue vs shares on issue (~1.373m) gives a 0.84cps on gross revenue with 500ATMs, not sure at what point they become profitable.

Not compelling me to buy but one for the watchlist.


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## yarrabah (5 January 2011)

Thks Mofra. Lack of previous reports is an issue. Keeping an eye on this. I feel (and that is all it is ) it might run in the new year. All the best.


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## Bluebeard (22 October 2011)

This story is of major interest to me. I found this company a while back and have kept in touch with their announcements. I have also purchased some shares in this company (my own disclosure). TSI code (tsn on the asx) basically puts in ATMs for the Indian banks in India- they almost act like an ATM outsource firm for the banks and they get paid by the banksprimarily  on a per transaction basis.

Up till now they have secured contracts with Punjab National Bank, Tamilnad Mercantile Bank and HDFC Bank. They had 525 ATMs fully operational and had ATM contracts to come with HDFC and Tamilnad, from my understanding they are putting in another 100 machines for HDFC and 100 for Tamilnad which should take them to 725 machines soon.

I like the fact that this company has a scaleable business, that is the more contracts they win, the more machines they put in place, the more transactions they get and the more revenue is generated. I also like the fact that they are in India. India has a massive population with an increasing middle class. The stock last traded at 1.3cents. 



Disclosure: I am a shareholder in this company. I am not a financial advisor and I am not making any recommendation in relation to this or any stock nor should you depend on the contents of my post in relation to making any investment. If you want to make an investment please do your own research or consult a qualified professional before proceeding. You should always be responsible for your own investment decision.


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## peter2 (6 September 2016)

Thought of you, Telamelo, when I saw this chart today. *TSN* is into ATM's like STL. 

Nice high volume break higher.  The weekly chart shows that price is in a corrective move after a huge impulsive move up. I'd classify this buy as a daily break-out in a weekly pull-back. The RR is pretty good if price gets back the the old highs. 

I won't be buying this as there are too many issued shares (1.945 billion of them).


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## System (20 September 2019)

On September 20th, 2019, Transaction Solutions International Limited (TSN) changed its name and ASX code to Vortiv Limited (VOR).


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## Parse (30 October 2019)

An interesting micro cap company that is slowly increasing profits - there's not many companies at this share price that actually are making a profit. Their quarterly reports a 73% year on year increase in receipts bundled with 7 consecutive quarters of positive cash flow.

One of there mainstays is Cloudten, which is the first AWS Consulting Partner to attain Government Competency. Yeah sounds like publicity but then recently it has been announced that AWS has a new whole-of-government cloud agreement. Worth a few dollars that and something CloudTen will get their teeth into for a slice of the pie.

This just scrapes in for the tipping comp, currently 1.2c/share, but it has the ability to increase a fair amount in the near future - especially if a few contracts are announced. Hopefully this will happen in November!


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## galumay (30 October 2019)

I have been have an in depth look at this business the last couple of days, I backward engineered my valuation based on it being able to sustain a reasonable path of revenue growth (noting that it is dropping), I backed out the impairments due to the revaluation of the ATM business and the remaining payment for the acquisition and it looks like the business is Free Cash Flow positive and profitable. Even a very conservative runway of growth puts it in a position that justifies the current share price based on FCF/earnings. 

In the end there were two issues for me that stopped me investing, the first is the sheer amount of direct competition in the space, AWS partners are a dime a dozen and growing by the day, I looked at about a dozen direct competitors and its really hard to see any competitive advantage for VOR and hence I think both margins will be squeezed and growth must slow dramatically. Secondly, the massive amount of options issued added a level of uncertainty to any meaningful valuation that was outside my comfort zone.

So this is one I am not investing in, I may miss out on some short term gains, but in the long term I dont think its a business that would be conducive to a good nights sleep!


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## peter2 (30 October 2019)

@galumay  Good post even though I didn't understand your first paragraph. 

VOR (TSN) has been in my spec list for years and the trading opportunities have been sparse. My last post mentioned the large number of issued shares, 1.95Bill, now there are 2.68Bill. I'll never trade a company with so many shares.


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## galumay (31 October 2019)

LOL! @peter2 - if you understood 2 of the 3 paragraphs then I will take that!

I would expect there will be a consolidation at some point, probably once they feel there is no liklihood of further capital raises.


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## greggles (1 December 2019)

VOR jumped up 25% to 1c on Friday on volume of around 53 million shares.

I have no comment on its business operations, but feel there may be a little more short term momentum in VOR. On that basis I have chosen it as my entry in the December stock tipping competition.


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## Parse (30 May 2020)

VOR for June perhaps. Well it's my pick after a very good preliminary final report. A summary of which is available here https://www.asx.com.au/asxpdf/20200529/pdf/44j6jv786fyrkm.pdf
https://www.asx.com.au/asxpdf/20200529/pdf/44j6jv786fyrkm.pdf
The price jumped by near 25% on the last day of May but I still see possible gains in June. Vortiv have had a recent consolidation - for anyone noticing the current price (17c) vs the price in greggles post above is markedly different.


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## Country Lad (30 May 2020)

Parse said:


> Vortiv have had a recent consolidation - for anyone noticing the current price (17c) vs the price in greggles post above is markedly different.




Curiosity got the better of me after the 26% jump so I had a quick look.
I don't know much about this company other than it is part owner of an ATM business in India which it is looking to divest to concentrate on cyber security and cloud based serves.

I assume it is this latter activity that caught the market's attention from its business update report, particularly as it is in India with possible growth opportunities.

The recent consolidation was 1:20 so in theory, the price has gone backwards since @greggles comment above as to be on par it should be 20 cents.  Interesting to see whether their cyber security direction will bear fruit against the established competition and all the other wannabes in the marketplace.


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## Parse (30 June 2020)

Well for anyone watching, VOR had a little boost during June but fell back towards the end of the month.

I still believe this stock to be quite undervalued and hope the market believes the same thing. Some market "experts" have VOR on a buy list eg: Red Leaf Securities. Generally though, I don't automatically believe these recommendations.

VOR's 3 core businesses, Cloudten, DWX, stake in TSI India easily are worth 2/3 of the market cap, most probably more in today's money so I think the company should see a share price increase soon. Well I'm hoping real soon, like July as it's my pick again for the tipping competition.


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## Dona Ferentes (6 August 2020)

_• Vortiv on track to deliver revenue and profit growth driven by cyber security requirements of Government and financial institutions
• With 72% of Vortiv revenues coming from government and financial institutions, the Company is well positioned to offer its existing clients, solutions to the recent cyber threats. According to Government, a greater spend in cyber security is essential.
• Vortiv 25% passive investment in TSI India revised to $5.5 million. EBITDA of $2m, up 11%_

_*VORTIV CYBERSECURITY BUSINESS*
... Vortiv's cybersecurity business is on track to deliver revenue and profit growth. Strong demand from customers, primarily the government and financial institutions, will enable Vortiv to deliver another quarter of record growth. Revenue in the June 20 quarter is expected to be $3.6 to 3.8 million, while EBIT is expected to be $0.5 to 0.6 million.

... Vortiv strategy is to continue to pursue the high growth cybersecurity market. To date Vortiv is in a strong position to benefit from increased market growth driven by cyber security requirements. 

... Vortiv’s focus on both government and financial institutions, which represent 24% and 48% of the company’s revenue respectively, proves to be sound as both sectors continue to invest significantly to enhance their cybersecurity technologies, especially in view of the recent cyber threats. Vortiv, which is on the supplier panel of the federal and all state governments, expects to benefit from this opportunity_.

Bought into VOR at 23.5c today. There is another initiative soon







> Scott Morrison will on Thursday unveil a new cyber security strategy, boosting spending to $1.6 billion. Mr Morrison said the strategy made cyber security a fundamental part of everyday life, so Australians could reap the benefits of the internet and the digital economy safely and with confidence.




I like VOR rather than the other players (TST, WHK and even HWH). Making profits. No debt. Original founders of DecipherWorks and CloudTen have major roles in VOR.
_• Strong repeat business, recurring revenue stream and cross selling from loyal customer base
 • Increasing average spend for the top 10 client to ~$1.0 million per annum per client 
• Increasing demand in the cloud and cyber security market_


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## Dona Ferentes (10 August 2020)

Investor presentation out ....nothing really new

In FY21, VOR expects:
• Revenue growth 
• Margin expansion 
• Profit growth 
• Strong sector demand outlook
• Strong organic client growth of 25-30%
... Continued focus on large clients in target industries: banks, insurance, government, utilities and education 
... Cross-selling and deeper penetration into key accounts 
... Expanding geographic presence in Victoria and Canberra

plus _Potential latent value asset realisation_ (the Indian TSI holding), and 
_Potential opportunistic, accretive acquisitions. _(cash at 30 June is low)

Ordinary shares  ..... 139.5m
 Market capitalisation .... $33.5m 
Cash on hand (30 June 2020) ... $2.4m

RELATIVE VALUATION DISCOUNT
•  EV/revenue multiple of 2.6x, which is a 56% discount to its ASX-listed peer group average of 5.9x ...... (And, profitable compared to peers).

(_HOLD_)


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## makteb (1 September 2020)

A bit of speculation. Govt announced 1.6bn funding for cybersecurity and Vor as well as a few other asx companies are primed to offer their services.   World wide issues including malware,  US China relations, I think there a tech battle and not a cold war,  how else are we going to stimulate the economy?

Disclaimer: I have holdings in AR9 and VOR


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## Dona Ferentes (16 September 2020)

Vortiv Limited (ASX: VOR) advises that the holders of Convertible Notes that matured on 15 September 2020 elected to be repaid the face value and accrued interest on the Notes. 

The six Convertible Notes, issued 15 December 2017 and extended on 15 December 2019, had an aggregate face value of $590,000 and were convertible at 22 cents per share (refer to ASX announcements 13 December 2017 and 16 December 2019).  Total interest of $174,611 had accrued and was payable on the Notes at maturity.

_- some jockeying going on this morning (consolidation at a lower level)_


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## Parse (16 September 2020)

Not the best outcome on that one.


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## galumay (16 September 2020)

galumay said:


> I would expect there will be a consolidation at some point




Well I got that right, still not for me.


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## Dona Ferentes (18 September 2020)

the dump continues.


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## makteb (18 September 2020)

Lower highs until today.

VOR getting no love.


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## Dona Ferentes (18 September 2020)

put your head over the parapet, and someone takes a potshot

Things may not be as clean as they wish: "_Company’s aspiration is organic revenue growth of 20-30% in FY21. New business wins from May through July 2020 of ~$3.6 million supports this aspiration. Given the current pipeline of customer contracts signed to date, management expects *September 2020 * quarter revenue to be $2.9 to 3.2 million, a ~30-45% increase compared to $2.2 million revenue in September 2019 quarter_". ........ find out soon.


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## Dona Ferentes (20 October 2020)

Vortiv is in a Trading Halt; the _Company expects to make an announcement to the market regarding a sale of business. _.

Likely to be the TSI bit, described as latent.  *Vortiv 25% passive investment in TSI India revised to $5.5 million*. It will be interesting to see if they get this amount. will have a clean Cyber security company; expect a few corporate actions down the track?


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## Dona Ferentes (22 October 2020)

Dona Ferentes said:


> Vortiv is in a Trading Halt; the _Company expects to make an announcement to the market regarding a sale of business. _.
> 
> Likely to be the TSI bit, described as latent.  *Vortiv 25% passive investment in TSI India revised to $5.5 million*. It will be interesting to see if they get this amount. will have a clean Cyber security company; expect a few corporate actions down the track?



or ... they won't have a Cyber busness at all??

*PROPOSED SALE OF CLOUDTEN AND DWX FOR $25M*
_CyberCX, one of Australia’s leading cyber security services organisations, proposes to acquire 100% of the shares in both Cloudten Industries Pty Ltd and Decipher Works Pty Ltd, based on the following key terms: 
• total consideration reflecting a combined enterprise value of $25 million, on a cash free and debt free basis, with normal level of working capital; 
• 100% paid in cash on completion; and 
• sale completion is subject to the following key conditions:  
o Vortiv shareholder approval; _
_o CyberCX gaining FIRB approval to acquire the Business; 
o retention of key staff and key customers; and _
_o no material adverse change occurring in the Business prior to completion. 

As the Business *presently represents the main undertaking of Vortiv,* the Board will convene an Extraordinary General Meeting, scheduled for early December 2020, to obtain the approval of Shareholders as required under ASX Listing Rule 11.2, for the sale of the Business to CyberCX. _

Where Vortiv shareholders vote in favour of the transaction, it is then expected to proceed to Completion on or around 18 December 2020.

UNANIMOUS BOARD RECOMMENDATION
The Directors unanimously recommend that Shareholders vote in favour of the transaction, in the absence of a superior proposal emerging.  Further, each Director who is also a shareholder and who is not otherwise restricted from voting intends to vote in favour of transaction. 

*USE OF SALE PROCEEDS*
_Subject to completion of the transaction, Vortiv intends to return approximately $20 million to shareholders, in the form of a limit based equal access share buyback.  This amount represents the vast majority of net sale proceeds after accounting for estimated tax payable on the gain on sale of the Business plus legal and advisory costs directly associated with the transaction, collectively totalling approximately $3 million.  Vortiv is applying for an ATO Class ruling which seeks confirmation of the related tax treatment of the Buyback.  Such ruling is expected to be received by January 2021, with the Buyback to proceed shortly thereafter._

*BUYBACK*
_The Company will set a limit of $20 million to undertake the Buyback, with the buyback price to be set with reference to the share price at that time.  Shareholders will be able to tender as many or as little shares as they choose to be bought back by the Company, up to their full holding. 
At the conclusion of the Buyback offer period, all buyback requests will be tallied.  Where there is an undersubscription (i.e. less shares tendered for sale by shareholders than the Limit set by the Company), then all shares tendered will be bought back by the Company and such shares subsequently cancelled. Where there is an oversubscription (i.e. more shares tendered for sale by shareholders than the Limit set by the Company), then all offers to sell Shares will be proportionately scaled back.  All shares bought back by the Company will be subsequently cancelled.  This mechanism provides shareholders with a choice to stay invested in the Company as it continues to pursue new acquisition opportunities._

*INTENTIONS FOR VORTIV POST TRANSACTION  *
_Following completion of the Transaction, the Board intends Vortiv remains an ASX listed company, with its shareholding in TSI India, then forming the main undertaking.  The Board has identified acquisition opportunities in the Australian technology sector that can complement the Company’s exposure to ATM and associated payments technology which the Company has through its shareholding in TSI India.  These opportunities are currently at an early stage and may not ultimately progress to a transaction.  A further update to shareholders will be provided at the appropriate time.

Where the Company proceeds with an acquisition which is either significantly larger in value than its shareholding in TSI India and/or in a different industry segment, ASX will invariably exercise its discretion under Listing Rule 11.1.3 to require the Company to re-comply with ASX’s admission and quotation requirements_


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## galumay (22 October 2020)

For me personally this has been a rewarding example of doing the work researching and analysing the business, deciding it was not investible for me, predicting the consolidation, and made the correct decision by not investing. 

Its been my single biggest improvement as an investor, not buying the bad businesses. You dont need to be particularly good as picking the best businesses if you can just avoid the really bad ones!

At least shareholders will get most of their money back (depending on how much they paid.)


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## Dona Ferentes (23 October 2020)

CLARIFICATION ON PROPOSED SHARE BUYBACK 

• Proposed Buyback price of between 18.5 cents and 19.5 cents per share, supported by net tangible asset backing post sale of cyber assets 
• Buyback provides choice and flexibility to shareholders to tender as many or as little shares as they choose to be bought back


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## Dona Ferentes (16 December 2020)

Dona Ferentes said:


> CLARIFICATION ON PROPOSED SHARE BUYBACK
> 
> • Proposed Buyback price of between 18.5 cents and 19.5 cents per share, supported by net tangible asset backing post sale of cyber assets
> •



sale of Decipher Works and Cloudten Industries to CyberCX has *now completed.*  The terms of the sale for cash consideration of $25 million, on a cash free debt free basis, were set out in the announcement on 22 October 2020 and the notice of extraordinary meeting released 11 November 2020.

The Company is intending to return approximately $20 million to shareholders subject to an Australian Tax Office (ATO) Class Ruling on the tax treatment of the proposed limit-based equal access share buyback (final figure dependent on tax payable and costs of the transaction).  The purpose of seeking the Class Ruling is to ensure that the Company returns funds to its shareholders in the most tax effective way available. 

Vortiv continues to engage with the ATO regarding the buyback proposal and will seek approval from shareholders for the share buyback once the ruling has been received.  

*Board Changes *
With the sale of the cyber security business, the Company advises that Mr Gary Foster has stepped down as Chairman of the Board.  Mr Foster has served as Chairman for more than three years and has been a director for over 10 years.  Mr Foster will remain as a non-executive director and provide transition support to the Board for the next few months.

Independent non-executive director, Mr Howard Digby has been appointed to the role of Chairman.  Mr Digby is an experienced director who brings 30 years of experience in the technology sector to help Vortiv identify and evaluate new business opportunities.

Mr Phil Macleod has been appointed as a non-executive director in addition to his existing role as Company Secretary.  Mr MacLeod has over 25 years commercial experience and has provided corporate, management and governance advice to Australian and international public companies involved in the technology, resource, healthcare and property industries.

- _so, tried cybersecurity; and now, another tech reinvention?
... but first, arbitrage vs slumber_


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## Dona Ferentes (24 February 2021)

two deviations from what is very much waiting for Godot

1. Dip on 18th when a resigning  director sold out
2. Run-up after a "Change of Substantial Holding" notice lodged ( by one Troy Harry , the sole director of Rocket Science Pty Ltd and the principal of The Trojan Capital Fund.  He is also a director of Norfolk Enchants Pty Ltd )

... and back to 18.5c and waiting on tax treatment / new incarnation to be revealed


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## Dona Ferentes (12 March 2021)

*Return of $21.7 million to shareholders* 

• The Company today declares a $7.8 million fully franked dividend , equating to* 5.55 cents* per share + imputation (credit of 1.85 cents per share)
• A further $13.9 million to be returned to Shareholders as an Equal Capital Reduction, subject to shareholder approval. EGM scheduled to be held in latter part of April 2020, the Equal Capital Reduction will see a further *9.89 cents *per share paid to shareholders. 

_Activities Post Return of Capital  _


> Following completion of the Dividend and Equal Capital Reduction the Company will hold working capital of approximately $750,000, noting that the Company has recently paid tax of $1.96 million in relation to estimated current year tax profits in addition to the costs associated with the sale of the cybersecurity assets.





> The retained capital will be used by the Company to ensure it remains a going concern whilst the Board continues to assess and identify high growth opportunities in the Australian technology sector that the Board considers will have the potential to add value to shareholders.  The Company has had and continues to have meaningful conversations regarding various acquisition opportunities, but as at the date of this announcement those opportunities remain subject to ongoing discussions and due diligence and there is no certainty that any complete proposal or transaction will result from the ongoing discussions.





> Following the return of capital, the Company will also continue to hold its approximately 25% interest in TSI India, a business operating a network of bank automated teller machines and bill payment systems in India.


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## greggles (15 March 2022)

Announcement released today:






VOR is starting to look cheap to me. Revenue of $70-75 million and EBITDA of $20.5-22.5 million per annum, yet a market cap of under $15 million. What am I missing?


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## Dona Ferentes (25 October 2022)

Vortiv Limited (ASX Code: VOR) is pleased to advise that having received approval from shareholders to change the company’s name at the 2022 Annual General Meeting held on 22 August 2022, the name of the company changes to: 

*Findi Limited *

The name aligns with the company’s strategy, and the “Findi” name will also be utilised by the Company’s  main operating subsidiary domiciled in India.  The change of name took effect on 22 August 2022 when ASIC altered details of the Company's registration.  

Due to the pending share consolidation, the effective date for the name and ASX code change to *FND *on the ASX platform will be 19 September 2022.


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## Dona Ferentes (25 October 2022)

Following positive financial results in FY22, the renegotiation of finance arrangements and securing a five-year agreement with the Central Bank of India, the Company is pleased to provide guidance of:
• Revenue of A$47-50m (6-13% year on year increase)
• EBITDA of A$13-14m (100%+ year on year increase)
• EBITDA margin of 25%



> _The Indian financial services sector, supported by the Reserve Bank of India, is transforming and moving towards enhanced financial inclusion through greater penetration of financial services. Over the next three to four years, Findi will transition to a specialised Transaction Banking services provider in order to support this transformation. _



So the company could move away from ATMs towards a digital offering.? Applying for a transaction banking licence (for “white label” ATMs) whilst continuing to develop and commercialise its digital payments solutions, which will be a *key growth driver for the business into the future*.



greggles said:


> Announcement released : VOR is starting to look cheap to me. Revenue of $70-75 million and EBITDA of $20.5-22.5 million per annum, yet a market cap of under $15 million. What am I missing?



Numbers look lower @greggles  than before. 

The 'transformation' of VOR to FND includes new management and board (at cursory examination) and there has also been

Company is proposing that every twenty shares on issue will be consolidated into one Share
A$10 million loan facility with Pure Asset Management Aug 2022
In Oct 2022, a heavily oversubscribed capital raising of $2.8million at $0.40 per share (no discount to 15-day VWAP); Raise upsized due to demand with strong support from major Findi shareholder; Board of Directors subscribed for $550,000 of the placement, subject to shareholder approval


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## greggles (25 October 2022)

Dona Ferentes said:


> Following positive financial results in FY22, the renegotiation of finance arrangements and securing a five-year agreement with the Central Bank of India, the Company is pleased to provide guidance of:
> • Revenue of A$47-50m (6-13% year on year increase)
> • EBITDA of A$13-14m (100%+ year on year increase)
> • EBITDA margin of 25%
> ...




Market cap now ~$12.3 million. They recently raised $2.8 million via the issue of 7 million new shares at 40c per share. The placement was oversubscribed which is a good sign.

India is a growth market and digital payment solutions are the future, so if it can establish a good foothold in that market this could be a great stock in the medium term. Share price has been very stagnant for most of this year so I would need to see the start of an uptrend before getting interested.


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## Dona Ferentes (25 October 2022)

And I think there's a SPP underway. A mate was asking... ATMs are becoming dinosaurs, or is India different? It strikes me as a place with sophisticated digitised urban middle class, and myriad dollar a day villages.

And the move to digital payment systems ; a crowded field with deep pocketed incumbents, internationals and of course local nationalist policies.


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## peter2 (25 October 2022)

CEO mentioned that cash (via ATMs) is still important in regional areas. The TSI network has value because it accesses these areas. CEO also mentioned desire for Findi to become regional digital bank yet in same discussion mentions that most people in regional areas don't have mobile phones. 

Happy to avoid this one.


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## Dona Ferentes (25 October 2022)

peter2 said:


> CEO mentioned that cash (via ATMs) is still important in regional areas. The TSI network has value because it accesses these areas. CEO also mentioned desire for Findi to become regional digital bank yet in same discussion mentions that most people in regional areas don't have mobile phones.



My memory of India, especially in regional areas, is of grubby battered notes that wouldn't be fit for an ATM.


peter2 said:


> Happy to avoid this one.



ditto. How many payments systems have tried, here in Oz?


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