Dear Members,
Your Directors have pleasure in presenting the 26th Board's Report of M/s Trust Fintech Limited (Formerly known as M/s Trust Systems & Software (I) Limited ("the Company") for the financial year ended 31st March 2024.
Financial Review
(IN Rs. Lacs)
The company has clocked commendable revenues of Rs 3504.38 Lacs in FY 2023-24, as compared to revenue of Rs. 2254.34 in FY 2022-23 maintaining the accelerated growth momentum with 55.45% YoY increase. The EBITDA for FY 2023-24 is Rs. 1771.01 Lacs with a margin of 51%. The company has reported Net Profit of Rs. 1250.17 Lacs with a margin of 36% as compared to the Net Profit of FY 2022-23 which is Rs. 541.05 Lacs with margin of 18%.
Key Financial Ratios
Return on Net Worth for FY 2023-24 is 34% whereas the Return on Capital Employed if 37%. As the company has reduced its debts during last 2 financial years, the total debt to equity ratio came to 0.0038. Current ratio of the company is 3.66 which shows that's the current assets of the company is more than current liabilities. During FY 2023-24 EPS (Earning Per Share) is Rs.7.13 per share.
DIVIDEND
During the year under review, our Company has not recommended any dividend.
RESERVES AND SURPLUS
The Company had earned a Net profit of Rs. 1250.17 (in lacs) during the current financial year 2023-24. The entire Net profit during the current financial year had been carried to the Reserves and Surplus.
FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There are no such frauds reported by auditors, which are committed against the company by officers or employees of the company.
MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF CLOSE OF FINANCIAL YEAR 2023-24
The status of the company has been changed from Private Limited Company to Public Listed Company. The company has been listed on National Stock Exchange on 4th April, 2024. There were no other material changes and commitment affecting the financial position of company after the close of financial year 2023-24 till the date of report.
SHARE CAPITAL
During the year under review the company has not allotted any shares except Bonus share issue and Preferential Allotment as on 24th January, 2024 and 25th January, 2024 respectively.
PUBLIC DEPOSITS
The Company has not accepted any deposit during the period started from 1st April, 2023 to 31st March, 2024.
CHANGE IN NATURE OF BUSINESS OF THE COMPANY
There was no change in the nature of business of the Company.
INITIAL PUBLIC OFFER
The company has come with the Public issue of 62,82,000 (Sixty Two Lacs Eighty Two Thousand) Equity Shares with issue price of Rs. 101 (Rupees Hundred and One Only) per share. The company list on National Stock Exchange on 4nd April 2024.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements as on 31.03.2024 and part of annual report.
CORPORATE GOVERNANCE
Your Company's Corporate Governance Practices are a reflection of the value system encompassing culture, policies and relationships with its stakeholders. Integrity and transparency are a key to Corporate Governance Practices to ensure that the Company gain and retain the trust of its stakeholders at all times. Your Company is committed for highest standard of Corporate Governance in adherence of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to Regulation 34(3) read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, a Report on Corporate Governance forms an integral part of this annual report is attached as Annexure-A
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion & Analysis Report for the year under review as stipulated under Listing Regulations is presented separately as part of this Annual Report is attached as
Annexure-B
DISCLOSURE REGARDING BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
DISCLOSURE REGARDING CHANGE IN SHARE CAPITAL
During the year under review the company has issued bonus shares 11406707 (One Crore Fourteen Lacs Six Thousand Seven Hundred and Seven) equity shares each having a nominal value of Rs. 114067070/- (Rupees Eleven Crore Forty Lacs Sixty Seven Thousand and Seventy Lacs Only) at a price of Rs. 10/- (Rupees Ten only) per share at par as fully paid bonus shares to the holders of equity shares in the Company, whose names appear in the Register of Members of the Company on the date of allotment, in the ratio of 22:10 [i.e. 22 (Twenty-Two) fully paid up equity shares for every 10 (Ten) equity shares held.]
During the year under review the company, the Company has allotted of 9,51,625 Equity Shares of the Company of face value of INR 10/- each at a premium of INR Rs. 47/-per share amounting to INR RS. 57/-per share only), for an aggregate amount of Rs. 5,42,42,625/-
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an adequate internal financial control and risk mitigation, which are constantly assessed and strengthened with new/revised standard operating procedures commensurate with its size and the nature of its business.
During the year, no reportable weakness in the operations and accounting were observed and your company has adequate internal financial control with reference to its financial statements.
RISK MANAGEMENT POLICY
The Company has an effective risk management procedure, which is governed at the highest level by the Board of Directors, covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company's objectives or threaten its existence. To further strengthen & streamline the procedures about risk assessment and minimization procedures, the Board of Directors has a Risk Management Committee and has also formulated a Risk Management Policy.
HUMAN RESOURCES DEVELOPMENT:
Your Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. The Company's people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year.
Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's progressive workforce policies and benefits have addressed stress management, promoted work life balance.
PARTICULARS OF EMPLOYEES:
Details of the top ten employees in terms of remuneration drawn, as required under the provisions of Section 197 of the Act, read with Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as Annexure-C.
The ratio of remuneration of each Director and Key Managerial Personnel to the median of employees' remuneration, the percentage increase in remuneration, as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-C.
Further, there are no employees posted and working outside India and drawing salary in excess of the prescribed limits under the above Rules and accordingly, the statement included in this Report does not contain the particulars of employees who are posted and working outside India.
NUMBER OF BOARD MEETINGS:
The Board of Directors of the Company met 19 (Nineteen) times during the year under review. The details of the meetings of the Board including that of its Committees are given in the Report on Corporate Governance forming part of this Annual Report.
The maximum time gap between any two consecutive meetings did not exceed 120 days. NUMBER OF GENERAL MEETINGS: During the year 2023-24, following general meetings held:
1. Annual General Meeting: 15th day of September, 2023
EGM Date: During the year under review, Seven EGM were held on 16th September 2023, 15th November, 2023, 22nd November, 2023, 23rd December, 2023, 6th January, 2024, 24th January 2024, 25th January 2024.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the related party transactions are entered on arm's length basis and are in compliance with the applicable provisions of the Act. Further disclosure in Form AOC-2 is as attached as ‘Annexure D. There are no materially significant related party transactions made by the company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the company at large.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND EXPENDITURES:
Particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are given hereunder:
CONSERVATION OF ENERGY
i. Steps taken or impact on conservation of energy: Energy conservation efforts are ongoing activities. During the year under review further efforts were made to ensure optimum utilization of electricity.
ii. Steps taken by the company for utilizing alternate sources of energy: Nil, as your company does not carry any manufacturing activities
iii. The Capital investment on energy conservation equipment's: Nil
TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION AND RESEARCH & DEVELOPMENT
No research & development or technical absorption or adaption & innovation taken place in the company during the Financial Year 2023-24, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:
i. Efforts made towards technology absorption: Nil
ii. Benefits derived like product improvement, cost reduction, product developmentor import substitution: Nil
iii. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):
a) Details of technology imported: Nil
b) Year of Import: Nil
c) Whether the technology been fully absorbed: Nil
d) Areas where absorption has not taken place, and the reasons thereof: Nil
iv.Expenditure incurred on Research and Development: Nil
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the F.Y. 2023-24, the Company's Export Sales to its foreign clients in convertible foreign exchange was equivalent to Indian Rupees 7,51,57,280.00.
DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES:
Your Company has no subsidiary company, joint venture or associate company as on 31st March, 2024.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2024, there are 10 (Ten) Directors & Key Managerial Personnel in your Company. The detail is as under:
None of the directors are disqualification under section 164(1) of Companies Act, 2013.
CHANGE IN BOARD OF DIRECTORS DURING FINANCIAL YEAR 2023-24:
The Board of Directors of the Company approved the appointment of Mr. Nitin Dattatraya Alshi (Din: 05252946), Mr. Kapil Dilip Chandrayan (Din: 05311061) and Mr. Prasad Annaji Dongarkar (Din: 03025312) as non-executive - independent directors and Mrs. . Sandhya Narendra Gulhane (Din:10432093) as Non-Executive Non Independent Director of the Company with effect from 6th January, 2024.
DIRECTORS LIABLE TO RETIRE BY ROTATION
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Hemant Chafale (DIN: 01590781) is liable to retire by rotation and being eligible, seeks re-appointment at the ensuing AGM. Mr. Hemant Chafale is not disqualified under Section 164(2) of the Companies Act, 2013. Board of Directors recommends his re-appointment in the best interest of the Company.
During the year under review, the following persons were designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee has framed a policy for selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.
Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination & Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and Senior Management Personnel is available under investor relations section on the Company's website at URL https://www.softtrust.com/Trust-Fintech-Limited-Investor-corporate-policies.html
Further, the Company also has a Board Diversity Policy to assure that the Board is fully diversified and comprises of an ideal combination of Executive and Non-Executive Directors, including Independent Directors, with diverse backgrounds.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company received declarations from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Listing Regulations, that he/she meets the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and Listing Regulations.
PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its Committees.
The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings. Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors and strategic planning.
Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board.
Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, experience and expertise to provide feedback and guidance to top management on business strategy, governance, risk and understanding of the organisation's strategy.
STATUTORY AUDITORS:
M/s R B BHUSARI AND CO, Chartered Accountants (Firm Registration No. 101463W, Nagpur) was appointed as the Statutory Auditors of the Company for a term of 5 (Five) years for five financial years from F.Y. 2023-24 upto F.Y. 2027-28 under Section 139 of Companies Act, 2013 at a remuneration as may be mutually agreed upon between the said Auditors and Board of Directors of the Company.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the appointment of Secretarial Auditors was not applicable.
AUDITOR'S REPORT:
The observations of the Statutory Auditors in their report, read with the relevant notes to the financial statement are self-explanatory.
EXPLANATION TO AUDITOR'S REMARKS:
The auditor has not stated any qualification, reservation, adverse remark or disclaimer in the auditor's report.
DETAILS ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Corporate Social Responsibility is not applicable on the company during FY 2023-24.
FRAUDS TO BE REPORTED BY AUDITORS:
The Auditors of the Company had not reported any offence involving any fraud committed against the Company by any officer or employee of the Company during the current financial year as well as during the previous financial year, as required under sub-section (12) of section 143 of the Companies Act, 2013.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Your Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.
During the financial year 2023-24, the Company did not receive any complaints on sexual harassment and therefore, no complaints remain pending as of 31st March, 2024.
SIGNIFICANT AND MATERIAL ORDERS:
No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's Operations in future.
BUSINESS EXCELLENCE AND QUALITY INITIATIVES:
Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth. Innovation in services and business models is a key agenda of the Management along with a customer-focused culture towards building long-term customer relationships.
SECRETARIAL STANDARDS
The Company has complied with all the Secretarial Standards issued till the end of financial year 2023-24.
EXTRACT OF ANNUAL RETURN:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the financial year 2023-24 prepared in accordance with Section 92(1) of the Act is available on the website of the Company at URL : https://www.softtrust.com/Trust-Fintech-Limited- Investor-Financial-Information.html
VIGIL MECHANISM POLICY / WHISTLE BLOWER POLICY
Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a "Whistle Blower Policy and Vigil Mechanism" and which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Company has adopted the Policy for Directors and employees to report genuine concerns and to provide for adequate safeguards against victimization of persons who may use such mechanism. The policy provides for a framework and process whereby concerns can be raised by its Employees and Directors to the management about unethical behaviour, actual or suspected fraud or violation of the Code of conduct or legal or regulatory requirements incorrect or misrepresentation of any financial statements. Further, no person has been denied access to the Audit Committee.
The Whistle Blower policy can be accesses on the Company's Website at the link: https://www.softtrust.com/Trust-Fintech-Limited-Investor-corporate-policies.html
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act, the directors hereby confirm that: i. in the preparation of the annual accounts for the financial year 2023-24, the applicable accounting standards have been followed and there are no material departures;
ii. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit /loss of the Company for that period; iii. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv. the directors had prepared the annual accounts on a going concern basis; v. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates for their support and contribution during the year. The Directors would also like to thank the employees, shareholders, customers, suppliers, bankers and regulatory and government authorities for the continued support given by them to the Company and their confidence reposed in the management.