Beacon Trusteeship Ltd Management Discussions

1. INTRODUCTION

Our Company was originally incorporated as a Public Limited Company in the name of "Beacon Trusteeship
Limited" under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated December
23, 2015, issued by the Deputy Registrar of Companies, Mumbai. Our company is a SEBI registered
Debenture Trustee having Registration No. IND000000569.

Our company is managed by a group of professionals and industry veterans who have extensive experience
in the field of Investment Banking, Finance, Debt Syndication and ancillary financial services at large. Our
company provides trusteeship services by acting as intermediary between the borrowing entities and
investors.

2. OVERVIEW OF REVENUE MODEL

The company provides a wide range of services in its role as a Corporate Trustee - viz Debenture Trustee,
Security Trustee, Trustee to Alternate Investment Fund (AIF), Trustee to ESOP, Securitization Trustee, Bond
Trusteeship Services, Escrow Agent, Safe Keeping Agent and as a vendor of other allied services. Our range
of services may be broadly summarized into the following categories:

In its role as a full-fledged corporate trustee, the company permeates various structured financial
transactions such as quoted / unquoted corporate bond issuances, consortium finance, fund setup, public /
rights issues, setup of trusts (REIT, InvIT, EWT, ESOP Trusts, etc.), Escrow - Bank Accounts, Demat Accounts,
Document Storage & IT Assets. The company has a robust network of BFSI entities, a pan nation presence &
nationwide arrangement for facilitating storage of physical documents & IT assets in the most remote
locations. The said advantages further downflow to our clients inducing continued flow of recurring
assignments & achieving new prospects.

3. RESILIENT BUSINESS MODEL

The company operates on ‘Debt Free & ‘Asset Light model basis. The said structure ensures the
company being ringfenced against any financial stress arising from extensive capex & borrowing
facilities.

The onset of COVID-19 brought unforeseen challenges followed by fostering of new opportune avenues. The
company struggled initially due to restricted movement & lockdown enforcement. However, the existing IT
Infrastructure of the company enabled it to sail smoothly through the lockdown period by fostering remote

working facilities & digital solutions.

The company is a service vendor. The majority operations of the company are executable remotely. The said
advantage allows the company to serve its clients unhindered by restricted movement & lockdown-like
conditions.

Preparedness & adaptability were crucial factors which enabled the company to sustain its operations
during challenging times and thrive amidst trying circumstances. By leveraging technology and our digital
infrastructure, we managed to exceed customer expectations and sustain a strong presence in the market.

4. SWOT ANALYSIS

A. STRENGTHS

Promoter Backed Management: The ownership of the company is largely Promoter centric as substantial
shareholding lies with the Promoters & their family members. Further, the day-to-day management of the
Company is closely monitored & directed by the Promoters. Their close involvement with the Companys daily
affairs augurs an expeditious steadfast approach in achieving organizational objectives.

Marquee Client Base: The Company has been able to rank amongst the Top 3 Trustees over the last couple
of years as per PRIME Database. Within a short span of time, the Company has been triumphant in
persistently winning noteworthy debt assignments from PSUs, BFSI entities, & prominent conglomerates
from the RE, Infra, & Mfg. domains. Being promoted by a group of ex-bankers & elitists from similar domains,
the Company has been able to establish a robust network of connections assuming influential roles in
organizations renowned globally.

Regulatory compliance: Our company is subject to strict regulatory oversight by SEBI, which inherently
requires us to meet high standards of corporate governance and fiduciary responsibility.

Brand recognition and Reputation: Our company has strong brand recognition amongst investors, clients
and other stakeholders. Our presence on almost all bespoke social media platforms, corporate events,
seminars & continued rapport with existing clients & prospects, has helped us create a sense of brand
recognition among any person we come across.

Expertise: Our Company has employed experienced and qualified professionals who have their domain in
trustee services, client relationship, debt & capital markets, banking, etc. This mix enables us to deliver on our
promise to provide high-quality services to our clients.

Technology: Our Company has continuously invested in modern technology to improve our efficiency and
effectiveness. This allows us to provide our clients with better services at a lower cost. Beacon has
successfully developed adaptable and flexible ERP and other product-based software, like Beacon ERP &
Beacon Prosec, to further its tech-advent. The digital infrastructure is developed in-house with no
dependence on any external agency. The digital infrastructure is well designed to address the needs of all
stakeholders with the systems ability to offer role-based access to all the participants including the
customers. Further, the systems have enabled significant automation & helped Beacon in reducing human
intervention.

Business Model: The Company is adorned with an astounding inherent ability to conduct its operations on

an ‘Asset Light & ‘Debt Free model basis. The same enables us to avoid any high-cost debt servicing owing
to capex requirements as may be envisaged in any other service business.

B. WEAKNESSES

High costs: Our company can address high costs by Investing in technology to improve efficiency and reduce
costs. Developing economies of scale by expanding our business operations. Offering value-added services
to our clients that can justify our higher costs.

Complex regulations: The Company is obligated to monitor compliance with provisions of extant SEBI
Regulations, SEBI Guidelines, SEBI Circulars, Companies Act & Rules, RBI Directions & Notifications, Contract
Law, Stamp Duty Law, Finance Act, Income Tax Act, etc.

Competition: The Corporate Trustee space has witnessed a marginal rise in the number of SEBI Registered
Debenture Trustees. New entrants have largely resorted to predatory pricing based business development.
While this may pose a difficulty for the company to attract & retain clients, the doubtful survival of such
entities also presents the company with an opportunity to contemplate strategic acquisitions.

C. OPPORTUNITIES

Growing demand for trustee services: The demand for trustee services is growing in India due to the
increasing number of complex financial transactions. This presents an opportunity for SEBI Registered
Debenture Trustee companies to grow their businesses. The said is visible from following tabulation
reflecting total no. & quantum of listed issuances made in last three years by all corporates mandatorily
requiring appointment of SEBI Registered Debenture Trustees:

Type of NCD Issue	FY 2025		FY 2024		FY 2023
	No. of Issues	Amount (INR in Crore)	No. of Issues	Amount (INR in Crore)	No. of Issues	Amount (INR in Crore)
Listed Privately Placed	1,659	9,87,055.08	1,347	8,37,756.42	1,524	7,54,467.06
Public Issues	43	8,149.04	45	19,167.88	34	9,220.64
Total	1,702	9,95,204.12	1,392	8,56,924.30	1,558	7,63,687.70

Expanding product and service offerings: The company can expand its product and service offerings to meet
the growing needs of its clients. One such promising vertical identified by the Company is that of providing
services as a Registrar to Issue, Share Transfer Agent, & Depository Participant.

Recent amendments to Companies (Prospectus & Allotment of Securities) Rules, 2014, have mandated
Private Companies to ensure issue of any new securities in dematerialized form only & to facilitate
dematerialization of any existing securities. The said development has opened a new revenue generating
avenue for RTIs, STAs & DPs. To monetize the said opportunity, the company has formed a wholly owned
subsidiary, Beacon Investor Holdings Private Limited ("BIHPL"). BIHPL is envisaged to operate as a SBEI
Registered RTI, STA & DP, making Beacon Group a premier one stop solution for all securities market
transactions. BIHPL has been granted SEBI Registration Certificate for Category 1 - RTI & STA in January
2025. It has currently applied for grant of registration as a Depository Participant with CDSL.

Expansion into new markets: The Company can expand into new markets, such as Tier-1, Tier-ll and Tier-Ill
cities - nationally & globally. This would allow them to reach out to a wider range of clients and grow their
businesses.

Positive Outlook on Industry: Private placement of corporate bonds and PTCs saw a y-o-y rise of 31% in no.
of issuances and 42% in funds raised through such issuances. The nations overall bond market reached INR
226 lakh crore in size (~ USD 2.6 Trillion). Indias economy is further projected to grow at 6.3% in 2026,
auguring continued growth in overall credit demand and raising of capital through corporate bond issuances.
The said is expected to fuel growth of the Bond Market alongside the Corporate Finance & Equity Market.

The markets regulator - SEBI, with a view of improving accessibility to the corporate bond markets, has
ushered numerous market favorable regulatory amendments. Some notable developments include
mandating large corporates to access the bond markets for any incremental borrowings and reducing the
minimum ticket size to INR 10,000/-. The regulatory impetus, expected rise in capex, retail credit growth,
increase in quantum of retail investors are factors that further posit the Corporate Bonds Market to more
than double by FY 2030.

Service verticals other than Debenture Trustee, namely AIF Trustee, Securitization Trustee, Security Trustee &
Escrow Agent, are poised for a positive outlook owing to sustained growth of Corporate Finance, Capex
Requirement, Funds raised & invested by AIFs & Retail Loan Portfolio growth in HFCs, MFIs & Vehicle
Finance. The forecast for FY 2026 is estimated to be positive owing to macro-economic growth &the nations
march towards becoming a USD 5 trillion economy and the third largest in the world market exchange rates
by 2027, aided by the demographic advantage & pace of financial sector development.

The positive outlook on Industry backed by Companys inherent ability to conduct its business operations on
‘Debt Free & ‘Asset Light Business Model basis alongside market reach & brand recognition of Beacon put
us at an advantageous position to substantially benefit & materialize desired revenue targets from the
forecasted growth.

D. THREATS

New regulations: The government may introduce new regulations for SEBI registered trustee companies in
the future. This could increase their compliance costs and make it more difficult for the Company to operate.

Economic Downturn: An economic downturn could lead to a decrease in the demand for trustee services.
This could have a negative impact on the business of the Company.

Technology Disruption: New technologies could disrupt the trustee industry and make it more difficult for
SEBI registered trustee companies to compete. For example, blockchain technology could be used to create
new and more efficient ways to provide trustee services.

5. MITIGATION OF RISK / RISK MANAGEMENT

The Board assesses and classifies risks across various domains such as operations, finance, marketing,
regulatory compliance, and corporate affairs. The Internal Auditor, Statutory Auditor, and Company
Secretary provide their insights on risk levels while auditing specific areas, reporting to the Audit Committee.
The company is proactively implementing immediate and future-oriented measures to minimize any
potential risks that might emerge.

6. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective and reliable internal control system commensurate with the size of its
operations. At the same time, it adheres to local statutory requirements for orderly and efficient conduct of
business, safeguarding of assets, the detection and prevention of frauds and errors, adequacy and
completeness of accounting records and timely preparation of reliable financial information. The efficacy of
the internal checks and control systems is validated by self-audits and internal as well as statutory auditors.

7. FINANCIAL PERFORMANCE

During the year under review, the Company successfully completed its Initial Public Offering (IPO) and listed
its Equity Shares on the stock exchange. The IPO received an overwhelming response from investors,
reflecting strong confidence in our business model, governance practices, and future growth prospects. The
proceeds from the IPO are being utilized to strengthen the Companys technological infrastructure, purchase
office premises, expand service offerings, and meet working capital requirements.

The financial performance of the company for the last three years as per restated consolidated financial
statements is as follows:

Type of NCD Issue	FY 2025	FY 2024	FY 2023
Revenue from Operations (INR in Lakhs)	2572.68	1,991.56	1480.56
8	29.18%	34.51%	47.63%
EBITDA (INR in Lakhs)	763.01	693.97	499.86
EBITDA Margin (%)	29.66%	34.85%	33.76%
Profit After Tax (INR in Lakhs)	574.92	516.40	401.58
PAT Margin (%)	22.35%	25.93%	27.12%
RoE (%)	17.84%	30.90%	33.13%

8. CORPORATE GOVERNANCE

In addition to the applicable provisions of the Companies Act, 2013 with respect to Corporate
Governance, provisions of the SEBI (LODR) Regulation, 2015 the compliance has been made with the
extent applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchange.

Our Company stands committed to good Corporate Governance practices based on principles such as
accountability, transparency in dealings with our stakeholders, emphasis on communication and transparent
reporting. We have complied with the requirements of the applicable regulations, in respect of corporate
governance including the constitution of the Board and Committees thereof. The Corporate governance

framework is based on an effective Independent Board, the Boards Supervisory role from the executive
management team and constitution of the Board Committees as required under law. The Board functions
either as a full board or through the various committees constituted to oversee specific operational areas. As
on the date, there are Six Five Directors on our Board out of which one third half are Independent Director.
Our Company is following the corporate governance norms prescribed under the Companies Act, 2013,
particularly, in relation to appointment of Independent Directors to our Board and constitution of Board-level
committees. Our Company undertakes to take all necessary steps to continue to comply with all the
requirements of the SEBI (LODR) Regulation, 2015 and the Companies Act, 2013.

9. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES /
INDUSTRIAL RELATIONS IN FRONT, INCLUDING NUMBER OF
PEOPLE EMPLOYED

The Company follows a policy of building strong teams of talented professionals & experienced industry
veterans. People remain a valuable asset to your Company. The Company recognizes people as an asset and
the Company has kept a sharp focus on Employee Engagement & Welfare. The Companys Human
Resources are commensurate with the size, nature and operations of the Company. In continuous
development company is also providing the health Insurance policy of recognized Insurance company M/s
Aditya Birla Health Insurance Co. Further, the Company undertakes various employee welfare initiatives such
as:

1. Intra Group Tournaments

2. Training Sessions conducted by Industry Experts

3. Counselling Sessions

4. Yoga Coaching

5. Celebration of Employee Birthdays, Work Anniversary, Wedding Anniversary, Academic & Professional
Achievements

The said initiatives have enabled the company to maintain a lower attrition rate, economic employee benefit
expenses, seamless client servicing, & positive customer feedback. The same can be reflected from below:

Particulars	FY 2025	FY 2024	FY 2023
Employee Benefit Expenses
Amount in INR Lakhs	967.32	737.23	620.74
- Change % y-o-y	31.21%	37.02%	103.96%
- As a % of Revenue from Operations	37.60%	34.85%	41.93%
No. of Employees	81	76	67
Attrition Rate	10%	10%	10%

10. CAUTIONARY STATEMENT

This report contains forward-looking statements based on the perceptions of the Company, the data and
information available with the company. The company does not and cannot guarantee the accuracy of
various assumptions underlying such statements and they reflect the Companys current views of future
events and are subject to risks and uncertainties. Many factors like change in general economic conditions,
amongst others, could cause actual results to be materially different.

On behalf of the Board of Directors of

Beacon Trusteeship Limited

Pratapsingh Nathani

Chairman & Managing Director

DIN: 07224752

 

Kaustubh Kulkarni

Director

DIN :02901117

 

Date: 25/07/2025

Place: Mumbai