Avasara Finance Ltd Directors Report

To

The Members,

Avasara Finance Limited

(Formerly known as TRC Financial Services Limited)

Your Directors have pleasure to present the Thirtieth Annual Report of your Company, TRC Financial Services Limited for the financial year ended March 31, 2024. In line with the requirements of the Companies Act, 2013 and the rules framed thereunder, this report covers the financial results and other developments during the Financial Year 1^st April 2023 to 31^st March 2024.

1. SUMMARY OF OPERATIONS/RESULTS

The financial results of the Company for the year ended March 31, 2024 compared to the previous year are summarized below:

(Rupees in Lacs)

Particulars	March 31, 2024	March 31, 2023
Revenue from Operations	133.00	32.23
Other Income /Loss	-	-
Total Expenditure	111.32	29.38
Net Profit/(Loss) before tax	21.68	2.85
Current Tax	0	0
Tax Expense for earlier years	0	0
Net Profit/(loss) after Tax	21.68	2.85

2. COMPANYS AFFAIRS

Your Company has earned total business revenue of Rs. 133 lacs and the net profit before tax of Rs. 21.68 lacs for the financial year 2023-24 as against the revenue of Rs. 32.23 lacs and net profit after tax of Rs. 2.85 lacs in the previous financial year 2022-2023.

3. PERFORMANCE AND FUTURE PROSPECTS

Your Company has prepared the Financial Statements in accordance with Indian Accounting Standards ("IND AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016. The Company has adopted IND AS from 1^st April 2018 with effective transition date of 1^stApril, 2017 and accordingly, these Financial Statements together with the Financial Statements for the comparative reporting period have been prepared with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with relevant Rules issued thereunder and the other accounting principles generally accepted in India.

During the year 2023-24 the company had revenue of Rs. 130 lacs from consulting services as compared to Rs. 15 Lacs in the previous financial year. Employee benefit cost during the year was 17.63 lacs as compared to 15.14 lacs in the previous financial year. Profit before tax for the financial year was at Rs. 21.68 lacs as against a Profit before tax of Rs. 2.85 lacs for the financial year 2022-23.

Further the management of the Company is looking at various opportunities for expanding the business including other area of lending and building a loan book.

4. DIVIDEND & TRANSFERS TO IEPF

Your Board does not recommend any dividend for the financial year ended March 31, 2024. The Company was not required to transfer the amount of any unclaimed/unpaid dividend to Investor Education Protection Fund.

5. TRANSFER TO RESERVE

The Board of Directors of your Company has transferred Rs. 4.34 lacs from Retained earnings to the statutory reserve as directed by RBI for the year 2023-24.

6. CORPORATE GOVERNANCE

Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, provide threshold for applicability of corporate governance rules. Your company does not exceed such threshold. Hence, provision of corporate governance is not applicable on your company.

7. CHANGE IN THE NATURE OF BUSINESS

No changes occurred in the nature of business during the financial year ended March 31, 2024, and till the date of issue of this report.

8. MATERIAL CHANGES AND COMMITMENTS

No material changes/ commitments occurred between the end of the financial year to which financial statements relate and the date of this report.

9. DEPOSITS

The Company has not accepted any deposits and, as such, no amount of principal or interest is outstanding as of the Balance Sheet date.

10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

The Company does not have any subsidiary as per Clause 2(87) or associate as per Clause 2(6) of the Companies Act, 2013; also, it has not entered into any joint venture agreements with any other entities.

11. SHARE CAPITAL

During the F.Y. 2023-2024, there was no change in the Share Capital of the Company.

12. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND COMMITTEES THEREOF

12.1 Board of Directors and Key Managerial Personnel

The Composition of Board of Directors and Key Managerial Personnel of the Company as on 31^st March 2024 is as follows:

Sr. no.	Name of Director and Key Managerial Personnel	DIN/ PAN	Category
1	Mr. Naresh Gandhi	08130774	Non - Executive, Independent Director
2	Mr. K. Sanjay Prabhu	00023196	Non- Executive, Non - Independent Director
3	Mrs. Uma Prasad Bontha	08406107	Non- Executive, Independent Director
4	Mr. Sabarinath Gopalakrishnan	08479403	Whole Time Director & Chief Financial Officer
5	Mr. Valmeekanathan Subramanian	05297798	Non- Executive, NonIndependent Director
6	Ms. Charmi Kartik Gindra	AQAPC3360K	Company Secretary and Compliance Officer

12.2 Board of Directors

• Details of Board Meetings/Committee Meetings

The Board of Directors met four times during the year. The details as per Standard 9 of the Secretarial Standards-1 on Board meetings/committee Meetings held during the financial year 2023-24 are furnished below:

Board Meeting Dates	29.05.2023, 14.08.2023, 08.11.2023 and 09.02.2024
Audit Committee Meeting Dates	29.05.2023, 14.08.2023, 08.11.2023 and 09.02.2024
NRC Committee Meeting Dates	14.08.2023
Stakeholders Relationship Committee Meeting Date	14.08.2023

• Attendance of Directors at Meetings

Sl No.	Name of the Director	Board meeting attended	Audit Committee meetings attended	NRC Committe e meetings attended	Stakeholders Relationship Committee Meeting Date
1	Mr. Naresh Gandhi	4	4	1	1
2	Mr. Sanjay Prabhu	2	2	1	-
3	Mrs. Uma Prasad	4	4	1	1
4	Mr. Sabarinath Gopalakrishnan	4	-	-	1
5	Mr. Valmeekanathan Subramaniam	4	-	-	-

• Changes in Directors/ Key Managerial Personnel

There is following change in Directors during the year of review FY 2023-24 1) Mr. Valmeekanathan Subramaniam (DIN: 05297798), Non-Executive and Non-Independent

Director retired by rotation and was re-appointment at the 29^th Annual General Meeting held on Wednesday, September 27, 2023.

2) Mr. Naresh Gandhi (DIN: 08130774), was re-appointed as an Independent Director of the Company for a second term of 5 consecutive years pursuant to the provision of Section 149, 152 read with Schedule IV of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16 (b) Securities and Exchange Board of India (listing Obligations and Disclosure Requirements) Regulations, 2015 at the 29^th Annual General Meeting held on Wednesday, September 27, 2023.

• Changes in composition between the end of the financial year and the date of this report

Mrs. Uma Prasad Bontha has resigned from the post of Non-Executive, Independent Director w.e.f 09^th August, 2024 due to pre-occupation, accordingly, she also ceased to be a Member of the Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Investment Committee of the Company.

• Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Companys Articles of Association, Mr. Korodi Sanjay Prabhu (DIN: 00023196) retires by rotation at 30^th Annual General Meeting and being eligible has offered himself for re-appointment.

The Board of Directors recommends to the shareholders to re-appoint him at the 30^th Annual General Meeting.

• Committee Meeting Independent Directors

During the year under review, the meeting of Independent Directors was held on 09^th February 2024 inter alia, to discuss:

1. Evaluation of performance of Non-Independent Directors and the Board of Directors as a whole;

2. Evaluation of performance of the Chairman of the meetings of the Company, taking into account the views of Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties

• Declaration from Independent Directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors

as prescribed in Schedule IV of the Act.

• Familiarization program for independent directors

All new independent directors appointed on the Board attend a familiarization program.

After appointment, a formal letter is issued to the independent directors outlining his/her roles, functions, duties and responsibilities.

• Board evaluation

The performance of the board was evaluated by the board after seeking inputs from all the directors based on the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the board and committee meetings.

In a separate meeting of independent directors, performance of non-independent directors, and performance of the board was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

• Policy on directors appointment and remuneration

The current policy of the Company is to have an optimum combination of both executive and independent directors to maintain the independence of the Board and separate its functions of governance and management.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, independence of director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website (www.trcfin.in). There has been no change in the policy since the last financial year. We avow that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

• Policies

All our policies are available on our website (www.trcfin.in). The policies are reviewed periodically by the Board and updated based on need.

12.3 Committees of Board of Directors

• Audit Committee

The Audit Committee of Directors is constituted as per the provisions of Section 177 of the Companies Act, 2013. The Composition of Audit Committee is as follows:

Sr. no.	Name of Member	DIN	Category
1	Mr. Naresh Gandhi, Chairman	08130774	Non - Executive, Independent Director
2	Mr. K. Sanjay Prabhu	00023196	Non - Executive, Non- Independent Director
3	Mrs. Uma Prasad Bontha*	08406107	Non - Executive, Independent Director

• Nomination and Remuneration Committee

The Nomination & Remuneration Committee of Directors is constituted in accordance with the requirements of Section 178 of the Companies Act, 2013. The Composition of Nomination and Remuneration Committee is as follows:

Sr. no.	Name of Members	DIN	Category
1	Mr. Naresh Gandhi - Chairman	08130774	Non - Executive, Independent Director
2	Mr. K Sanjay Prabhu	00023196	Non - Executive, Non- Independent Director
3	Mrs. Uma Prasad Bontha*	08406107	Non-Executive Independent Director

• Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors has constituted the Stakeholders Relationship Committee. The Composition of Stakeholders Relationship Committee is as follows:

Sr. no.	Name of Director	DIN	Category
1.	Mr. Naresh Gandhi - Chairman	08479403	Whole-time Director
2.	Mr. Sabarinath Gopalakrishnan	08130774	Non - Executive, Independent Director
3.	Mrs. Uma Prasad Bontha*	08406107	Non - Executive, Independent Director

• Investment Committee

The Board of Directors has constituted the Investment Committee to co-ordinate and oversee the organizations investment portfolio as required under RBIs NBFC regulations. Composition of the same is as follows

Sr. no.	Name of Director	DIN	Category
1.	Mr. Naresh Gandhi - Chairman	08479403	Whole-time Director
2.	Mr. Sabarinath Gopalakrishnan	08130774	Non - Executive, Independent Director
3.	Mrs. Uma Prasad Bontha*	08406107	Non - Executive, Independent Director

* Mrs. Uma Prasad Bontha, ceased to be the Member w.e.f 09^th August, 2024.

14. CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE

Priti J Sheth of M/s Priti J Sheth & Associates practicing Company Secretaries has issued a certificate as required under the Listing Regulations, confirming that none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of Companies by SEBI/ Ministry of Corporate Affairs or any such statutory authority. The certificate is enclosed as "Annexure A"

15. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 in respect of Corporate Social Responsibility are not applicable to the Company.

16. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower mechanism for directors and employees to report concerns about unethical behavior. The said policy has been posted on the website of the Company- www.trcfin.in.

17. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators, courts or tribunals impacting the functioning of the Company.

18. STATUTORYAUDITORS

M/s. P.B. Shetty & Co., Chartered Accountants (FRN No. 110102W) were appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 for a period of three consecutive years i.e. to hold the office till the conclusion of the 32^nd Annual General Meeting to be held in the financial year 2026. The statutory auditors continue with their appointment.

19. STATUTORY AUDITORS REPORT

The Statements made by the Auditors in their report are self-explanatory and doesnt require any comments by the Board of Directors.

20. INTERNAL FINANCIAL CONTROL (IFC)

Your Companys internal control system (including Internal Financial Controls with reference to financial statements) ensures efficiency, reliability and completeness of accounting records and timely preparations of reliable financial and management information, compliance with all applicable laws and regulations, optimum utilization, and the protection of the Companys assets.

The Company has appointed M/ s. VMRS & Co., Chartered Accountants as the Internal Auditors as mandated under Section 138 of the Companies Act, 2013 for conducting the Internal Audit of the Company.

21. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

22. RISK MANAGEMENT POLICY

The Company has adopted a Risk Management Policy which helps the Company in identification of risk, lays down procedure for risk assessment and procedure for risk mitigation.

23 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Since the Company is a registered entity under the Reserve Bank of India to conduct the business of Non-Banking Financial Services, pursuant to the section of 186 (11)(a), (b) of the Companies Act, 2013, the company is exempted from complying with the provisions.

Further, details of Investments made by the Company during the year under review form a part of the financial statements.

24. PARTICULARS OF TRANSACTION BETWEEN THE COMPANY AND THE NON-EXECUTIVE DIRECTORS

During the year under review the company has not entered into any transaction with its Non-Executive Directors.

25. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at workplace, your Company has adopted a Policy for prevention of Sexual Harassment of Women at Workplace. During the year under review, the Company has not received any complaints in this regard.

Further, the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable.

26. COMPLIANCE WITH THE ICSI SECRETARIAL STANDARDS

The relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) related to the Board Meetings and General Meetings have been complied with by the Company.

27. DIRECTORS RESPONSIBILITYSTATEMENT:

In terms of Section 134(5) of the Companies Act, 2013 in relation to financial statements for the year ended 31^st March 2024, the Board of Directors state that:

a. In the preparation of the Annual Accounts, the applicable accounting standards had been followed.

b. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors had prepared the Annual Accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively.

f. 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.

22. WEBLINK OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2023-24 will be uploaded on the Companys website once filed with Registrar of Companies and can be accessed at http:/ / www.trcfin.in.

23. SECRETARIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 and Rules made thereunder the Board has appointed M/s. Priti J. Sheth & Associates, Practicing Company Secretaries as Secretarial Auditor of the Company for the F Y 2023-24.

24. SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the financial year 2023-24 forms part of Annual Report as "Annexure B" to the Boards Report.

25. DIRECTORS COMMENT ON QUALIFICATION OR OBSERVATION

The responses of your directors on the observations made by the Secretarial Auditor are as follows: -

1) The Company has generally complied with the NBFC norms issued by Reserve Bank of India except for filings with RBI. - Due to change in email ids and login issues in the new portal i.e. CIMS introduced by RBI.

2) The Company has not maintained the Structured Digital Database (SDD) as required under Regulation 3(5) of SEBI (Prohibition of Insider Trading) Regulations, 2015 nor has submitted the Compliance Certificate with respect to the same. - The company is in the process of setting the same.

3) Delayed BSE submission of Shareholding Patterns in few instances - As there was paucity of funds, benpos was blocked due to non-payment of annual fees to CDSL.

4) Delay in payment of Annual Listing fees. - Due to paucity of funds

5) Website is not updated as required under Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015. - The Company is in the process of updating the website

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) CONSERVATION OFENERGY

i. The Steps Taken or Impact on Conservation of Energy: The Company takes necessary measure to conserve energy at its offices.

ii. The Steps Taken by The Company for Utilizing Alternates Source of Energy: NIL

iii. The Capital Investment on energy conservation equipments: NIL

(B) TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption :NIL

ii. The benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. In case of imported technology (imported during last three years reckoned from beginning of financial year)

• Details of technology imported: Nil

• Year of Import: Nil

• Whether technology has been fully absorbed: Nil

• If not fully absorbed, areas where absorption has not taken place and the reasons thereof :Nil

iv. The expenditure incurred on Research and Development :Nil ( C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo during the period under review is as under:

Particulars	As at March 31, 2024	As at March 31, 2023
Foreign Exchange earned	Nil	Nil
Foreign Exchange used	Nil	Nil

27. CEO/ CFO CERTIFICATION

The company is exempted under Regulation 15(2) of the SEBI (Listing Obligations and Disclosures) Regulations, 2015 from including CEO / CFO certificate as a part of Annual Report.

28. RELATED PARTY TRANSACTIONS

Details of Related Party Transactions entered in to by the Company covered under the Provisions of Section 188 of the Companies Act 2013 are annexed to this report as "Annexure C"

29. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), is presented in a separate section forming part of this Annual Report.

30. RESERVE BANK OF INDIA REGULATIONS

The Reserve Bank of India has classified the Company as "Category B Non-Banking Finance Company".

The Company continues to comply with all the applicable regulation prescribed by the Reserve Bank of India ("RBI") from time to time.

31. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company.

32. PARTICULARS OF REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONS AND EMPLOYEES

The Company wishes to place on record their appreciation to the contribution made by the employees to the operations of the company during the period.

During the year under review, there were no employees who were in receipt of the remuneration beyond the limits prescribed under Rule 5 (2) of Companies (Appointment and Remuneration) Rules, 2014 and therefore no disclosures need to be made under the said section.

Further, the details of the top 10 employees in terms of remuneration drawn pursuant to rule 5(1) and 5(2) of Companies (Appointment and Remuneration) Rules, 2014 shall be available at the registered office of the Company during the business hours and the details ratios of the remuneration of each Director to the median remuneration to the employees of the Company for the financial year are enclosed as "Annexure D" to the Boards Report.

33. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

The Company has not entered in any of the agreements that it impacts management and control of the listed entity which are binding and not in normal course of business. Any other parties where listed entity is not a party has not been entered pursuant to Schedule V of SEBI (LODR), 2015

34. DISCLOSURE OF WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

The Company shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable pursuant to Schedule V of SEBI (LODR), 2015:

a. aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year - NIL;

b. number of shareholders who approached listed entity for transfer of shares from suspense account during the year- NIL;

c. number of shareholders to whom shares were transferred from suspense account during the year- NIL;

d. aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year- NIL;

e. that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares- NIL.

35. DISCLOSURE OF ACCOUNTING TREATMENT

The company is required to make disclosures pursuant to Schedule V of SEBI (LODR), 2015 but there was no instance during preparation of financial statement which is different from that prescribed in an Accounting Standard and all the treatment gives true and fair view.

36. INSOLVENCY AND BANKRUPTCY CODE

No application has been made under the Insolvency and Bankruptcy Code.

The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the Financial Year is not applicable.

37. DETAILS OF VALUATION

The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

38. ACKNOWLEDGEMENT

Your Board wishes to place on record its sincere appreciation for the wholehearted support received from members, government authorities, bankers, consultants, and all other business associates. We look forward to continued support of all these partners in progress.

For and on behalf of the Board of Directors

Avasara Finance Limited

(Formerly known as TRC Financial Services Limited)

Sd/-	Sd/-
Sabarinath Gopalakrishnan	Valmeekanathan S
Wholetime Director	Director
DIN: 08479403	DIN: 05297798
Place: Bangalore
Date: 12th August, 2024

Annexures:

Annexure A : Certificate from Company Secretary in practice Annexure

B : Secretarial Audit Report

Annexure C : Disclosures of Related Party Transaction in Form AOC 2

Annexure D : Information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014