Trust Fintech Ltd Directors Report

DIRECTORS REPORT 2024-25

Dear Members,

Your Directors have pleasure in presenting the 27^th Boards Report of Trust Fintech Limited [Formerly known as M/s Trust Systems And Software (India) Limited] ("the Company") for the financial year ended 31^st March 2025.

1. FINANCIAL RESULTS:

The companys financial performance for the year under review along with previous years figures are given hereunder:

	(Amount IN Rs. 000)
	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25
Net Sales/ Income from business operations	312611.03	350437.54	312611.03
Other Income	43727.16	2324.73	43753.15
Total Income	356338.19	352762.27	356364.18
Profit before Depreciation	141188.84	179245.25	131248.03
Less: Depreciation	19626.49	12334.54	19626.49
Profit After Depreciation but before Tax	121562.35	166910.71	111621.54
Less: Current Income Tax	30594.81	41446.37	30594.81
Less: Deferred Tax	971.72	438.77	971.72
Earlier year	-	8.61	-
Net Profit After Tax	89995.81	125016.96	80055.00
Amount transferred to General Reserve	89995.81	125016.96	80055.00
Earnings per share (in Rs)
Basic	3.78	7.13	3.36
Diluted	3.78	7.13	3.36

2. STATE OF COMPANYS AFFAIRS, RESULT OF OPERATIONS (STANDALONE AND CONSOLIDATED):

During the F.Y. 2024-25, the company recorded a standalone Net Profit After Tax of Rs. 8,99,95,810.00 as against Rs. 12,50,16,960.00 during the previous financial year 2023-24. On a consolidated basis, Net Profit After Tax was Rs. 8,00,55,000.00

The decline in profit was due to several challenges faced by the company during F.Y. 2024-25 which affected its performance. Due to Centre and State Level Elections held in the year 2024, the PSUs & Cooperative Banks generally have model code of conduct for elections and no procurement happens during achar sanhita period. Due to this, the ongoing Projects got delayed and the business was also affected during that period.

Further, during 2024-25, the company faced challenges in timely hiring of skilled resources- nationally and internationally & also faced difficulties in timely recoveries, which resulted in pushing up Receivables.

While setbacks have been inevitable, we look forward to emerge from each challenge to be more focused, and more equipped to drive our business forward during F.Y. 2025-26.

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) The composition of Board of Directors as on 31^st March, 2025 is as under:-

Sr. No.	Name	DIN	Category	Designation
1	HEMANT PADMANABH CHAFALE	01590781	Executive	Managing Director
2	HERAMB RAMKRISHNA DAMLE	02734881	Executive	Whole-time Director
3	MANDAR KISHOR DEO	01590926	Executive	Whole-time Director
4	ANAND SHANKER KANE	07635348	Executive	Director
5	PRASAD ANNAJI DONGARKAR	03025312	Non Executive Director	Independent Director
6	NITIN DATTATRAYA ALSHI	05252946	Non Executive Director	Independent Director
7	KAPIL DILIP CHANDRAYAN	05311061	Non Executive Director	Independent Director
8	SANDHYA NARENDRA GULHANE	010432093	Non-Executive Director	Director

b) The following persons are the Key Managerial Personnel of Company as on 31st March 2025:

Sr. No.	Name	Designation
1.	HEMANT PADMANABHCHAFALE	Managing Director
2.	MANDAR KISHOR DEO	Whole-time Director
3.	HERAMB RAMKRISHNA DAMLE	Whole-time Director
4.	ANAND SHANKER KANE	Chief Financial Officer
5.	MS. TAPASI DAS	Company Secretary and Compliance Officer

c) Change in Directors and Key Managerial Personnel during F.Y. 2024-25:

During the financial year under review, there was no change in the composition of the Board of Directors.

Composition of Key Managerial Personnel

Ms. Deshana Keval Joshi resigned as Company Secretary And Compliance Officer w.e.f. 15^th November 2024 & Ms. Tapasi Das (ACS 22310) was appointed as Company Secretary And Compliance Officer w.e.f. 23^rd December 2024.

d) Retirement of the Directors by Rotation:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Mandar Deo, Whole-time Director (DIN: 01590926) and Mr. Heramb Damle, Whole-time Director (DIN: 02734881) retires by rotation and being eligible offer themselves for re-appointment.

e) 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 16(1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

4. DISCLOSURE BY DIRECTORS:

The Directors on the Board have submitted notice of interest under Section 184(1) i.e., in Form MBP-1, intimation under Section 164(2) i.e., in Form DIR-8 and declaration as to compliance with the Code of Conduct of the company.

5. CODE OF CONDUCT:

The company has laid down a "Code of Conduct" for all the board members and the senior management of the company and the Code of Conduct has been posted on the website of the company at https://www.softtrust.com/Trust-Fintech-Limited- Investor-corporate- policies.html

The Members of the Board and Senior Management personnel have affirmed the compliance with the Code applicable to them during the year ended 31^st March, 2025.

6. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The company got listed in SME Portal of National Stock Exchange on 4^th April, 2024.

There were no other material changes and commitment affecting the financial position of company after the close of financial year 2024-25 till the date of report.

7. CONSOLIDATED FINANCIAL STATEMENT:

The company, in order to achieve a new business growth globally, have decided to incorporate a subsidiary company in the foreign country i.e. UK in the name of Trust Fintech Limited, UK. The company completed subscription for 90% shares in Trust Fintech Limited (UK) on 28^th May 2025.

During the F.Y. 2024-25, the company acquired 90% stake in TFL TECH INC, Delaware, USA on 25^th June 2024.

Both these subsidiary companies are engaged in product sales and IT enabled Services and are involved in the activities of marketing and sales of products and services of Trust Fintech Limited, Nagpur.

Accordingly, the company has prepared consolidated financial statements of the company and its subsidiary company for FY 2024-25 in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1 attached as Annexure-I.

8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE OF THE COMPANY:

The company has subsidiaries, the details of which are provided in Form AOC-1, attached as Annexure-I to this Report. The company does not have any associate or joint venture company during the year under review.

9. DIVIDEND:

The Board of Directors at its meeting held on 27^th May 2025 recommended final dividend of Re. 0.50 (50 paisa only) per Equity Share i.e. 5% on the face value of Rs. 10/- per Equity Share for the F.Y. 2024-25, subject to the approval of Shareholders in the ensuing 27^th Annual General Meeting of the company.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was no unpaid dividend during the reporting period 2024-25, and therefore, the provisions of Section 125(2) of the Companies Act, 2013 is not applicable.

11. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the Companies Act 2013 has formed various committees. The details of the Committees are available on the website of the company at https: //www.softtrust.com

a) Audit Committee:

The Audit Committee was constituted pursuant to the provisions of Section 177 of the Act and Regulation 18 of Listing Regulations read with Part C of Schedule II of the SEBI Listing Regulations applicable to the company.

The Company Secretary and Compliance officer will act as the Secretary of the Committee.

The composition of Audit Committee as on 31^st March 2025 is as under:

Name of the Director	Designation in the Committee	Nature of Directorship
Mr. Nitin Alshi	Chairperson	Non-Executive Independent Director
Mr. Kapil Dilip Chandrayan	Member	Non-Executive Independent Director
Mr. Anand Kane	Member	CFO & Director

b) Nomination And Remuneration Committee:

The Nomination and Remuneration Committee of the Board has been constituted Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations.

The Company Secretary and Compliance officer will act as the Secretary of the Committee.

The composition of Nomination and Remuneration as on 31^st March 2025 is as under:

Sr. No.	Name	Designation	Position in Committee
1.	Mr. Nitin Alshi	Non-Executive Independent Director	Chairperson
2.	Mr. Prasad Dongarkar	Non-Executive Independent : Director	Member
3.	Mrs. Sandhya Gulhane	Non-Executive Director	Member

c) Stakeholder Relationship Committee:

The Stakeholders Relationship Committee has been formed pursuant to Section 178 of Companies Act 2013 and Regulation 20 of SEBI (LODR) Regulations 2015.

The main object of this committee is to focus on the redressal of Shareholders/Investors Grievances if any like Transfer/Transmission/Demat of Shares; Loss of Share Certificates; Non receipt of notices, Annual Report; Dividend etc. As on 31^st March 2025, the composition of Stakeholder Relationship Committee is as under:

Sr. No.	Name	Designation	Position in Committee
1.	Mr. Nitin Alshi	Non-Executive Independent Director	Chairperson
2.	Mr. Hemant Chafale	Managing Director	Member
3.	Mr. Anand Kane	Director	Member

d) Corporate Social Responsibility Committee:

The brief outline of the corporate social responsibility (CSR) policy of the Company is available on the website of the company at https: //www.softtrust.com/Trust- Fintech-Limited-Investor-corporate-policies.html

As on 31^st March 2025, the composition of Corporate Social Responsibility Committee is as under:

Sr. No.	Name	Designation	Position in Committee
1.	Mr. Hemant Chafale	Managing Director	Chairperson
2.	Mr. Heramb Damle	Whole time Director	Member
3.	Mr. Kapil Dilip Chandrayan	Member	Non-Executive Independent Director

12. EXTRACT OF ANNUAL RETURN:

The Annual Return of the company in Form MGT 7 for the year 2024-25 shall be filed within 60 days of the ensuing 27th Annual General Meeting (AGM).

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copies of the Annual Return of the company 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

13. BOARD EVALUATION:

The Board of Directors has made formal annual evaluation of its own performance, and that of its committees and Individual Directors for the financial year ended 31^st March 2025.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, terms of reference of committees, effectiveness of the committee meetings, participation of the members of the committee in the meetings, etc.

The Board also carried out evaluation of the performance of Individual Directors on the basis of criteria such as attendance and effective participation and contributions at the meetings of the Board and its committees, business acumen, strategic thinking, exercise of his/her duties with due & reasonable care, skill and diligence, etc.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/ arrangements/ transactions entered by the company during F.Y. 2024-25 with related parties were on an arms length basis and in the ordinary course of business. There were no material Related Party Transactions (RPTs) undertaken by the company during the year that require shareholders approval under Section 188 of the Act.

All the transactions were in compliance with the applicable provisions of the Act.

Given that the company has reported the transactions in pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 and the same has been provided in Annexure-2.

During F.Y. 2024-25, the Non-Executive Independent Directors of the company had no pecuniary relationship or transactions with the company other than sitting fees, commission and reimbursement of expenses, as applicable.

The company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy is available on the companys website URL https://www.softtrust.com/Trust- Fintech-Limited-Investor-corporate-policies.html

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The 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" in line with the provisions of the Companies Act, 2013

The company has adopted the Policy for Directors and employees to report genuine concerns/grievances 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.

The Whistle Blower policy can be accesses on the companys Website at the link: https://www.softtrust.com /Trust-Fintech-Limited-Investor-corporate- policies.html

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

CONSERVATION OF ENERGY:

a) 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.

b) Steps taken by the company for utilizing alternate sources of energy: Nil, as the company does not carry any manufacturing activities

c) The Capital investment on energy conservation equipments: 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 2024-25, the details as per rule 8(3) of The companies (Accounts) Rules 2014 are as follows:

a) Efforts made towards technology absorption: Nil

b) Benefits derived like product improvement, cost reduction, product development or import substitution: NIL

c) In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

• Details of technology imported: Nil

• Year of Import: Nil

• Whether the technology been fully absorbed: Nil

• Areas where absorption has not taken place, and the reasons thereof: Nil

• Expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the F.Y. 2024-25, the companys Export Sales to its foreign clients in convertible foreign exchange was equivalent to Indian Rupees 3,24,22,420.00. The income during F.Y. 2024-25 due to rate difference in US Dollars is 40250.00

The interest income on Loan to TFL Tech INC equivalent to Indian Rupees is Rs. 5,64,790.00

17. 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 companys website at URL https://www.softtrust.com/Trust-Fintech-Limited- Investor-corporate-policies.html

18. AUDITORS:

(I) Statutory Auditors:

R. B. Bhusari & Co, Chartered Accountants, Nagpur were appointed as Statutory Auditor of the company in the Extra Ordinary General Meeting held on 22^nd November 2023, in the casual vacancy caused due to resignation of Rodi Dabir & Co., Chartered Accountants, Nagpur, for conducting Statutory Audit of Company for F.Y. 2023-24.

R.B. Bhusari & Co, were appointed to hold office of Statutory Auditor from the date of appointment i.e. 22^nd November 2023 till the date of ensuing AGM i.e. 25^th September, 2024.

However, it came to the notice of the Board that, inadvertently, R.B. Bhusari & Co; Chartered Accountants, Nagpur, who held office till the AGM date i.e. 25^th September 2024, were not re-appointed as Statutory Auditor of the company for another term of 5 years in the said AGM.

The omission to re-appoint Statutory Auditor in the AGM dtd. 25^th September 2024 was due to oversight, unintentional & without any malafide intention on the part of the company. Based on the assessment of these facts, the Board took adequate and appropriate steps for appointment of Statutory Auditor as deemed expedient and proper.

The company in its Extra Ordinary General Meeting of Members held on 27^th March 2025 appointed R.B. Bhusari & Co; Chartered Accountants, Nagpur as Statutory Auditor of the company for conducting Statutory Audit of company for a period of five financial years from F.Y. 2024-25 to F.Y. 2028-29.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors Report are self-explanatory and therefore, do not call for any further comments.

(II) Secretarial Auditor:

The Board of Directors in its meeting dtd. 23^rd December 2024 appointed M/s Kaustubh Moghe And Associates, Practicing Company Secretaries, Nagpur as Secretarial Auditor of the company for conducting Secretarial Audit for the F.Y. 2024-25, pursuant to Section 204 of Companies Act 2013.

The Board propose to appoint M/s Kaustubh Moghe And Associates, Practicing Company Secretaries, Nagpur as Secretarial Auditor of the company for the 202526 pursuant to Section 204 of Companies Act 2013.

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information and forms part of Annual Report.

The company is listed on SME Platform of National Stock Exchange and the provisions of Regulation 24A of SEBI (LODR) Regulations, 2015 are not applicable

(III) Internal Auditor:

M/s Shah & Raut, Chartered Accountants, Nagpur, Internal Auditor of the company have resigned w.e.f. 19^th August, 2025. The Board of Directors in its meeting dtd. 23-08-2025 accepted resignation of Internal Auditor w.e.f. 19^th August, 2025.

The company is in process of looking for a suitable person for the appointment as Internal Auditor for the F.Y. 2025-26, consequent to the resignation of M/s Shah & Raut, Chartered Accountants, Nagpur from the position of Internal Auditor of the company.

(IV) Cost Auditor:

Section 148 of the Companies Act, 2013 is not applicable to the company.

19. REPORTING OF FRAUD BY AUDITOR:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the company by its officers or employees, the details of which would need to be mentioned in the Boards report.

20. LOANS, GUARANTEES AND INVESTMENTS:

As per Section 186 of the Act, the details of Loans, Guarantees or Investments made during FY 2024-25 are given below:

Sr. No.	Name of company	Nature of Transaction	Amount
1.	TFL TECH INC, Delaware, USA	Trust Fintech Ltd acquired 90% stake of TFL TECH INC on 25th June 2024 900 shares of 1 $ (1 Dollar) each acquired.	900 share of $1 (1 dollar) for cash consideration through Banking Channel at applicable foreign exchange rate)
2.	TFL TECH INC, Delaware, USA	Loan during F.Y. 2024-25	Rs 1,49,76,745.00 (USD 150000)

During FY 2024-25, the company has not given guarantee to any of its subsidiaries, and other body corporates and persons.

21. DEPOSITS:

The company has not invited/accepted any deposits from the members as well as public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits as on March 31, 2025.

22. CAPITAL STRUCTURE & INITIAL PUBLIC OFFER: INITIAL PUBLIC OFFER (IPO):

The company filed a Red Herring Prospectus dated March 19, 2024 (the "RHP") and the Prospectus dated March 28, 2024 (the "Prospectus") with the Registrar of Companies, Mumbai.

The initial public offering (the "Issue") opened for subscription on March 26, 2024 and closed on March 28, 2024. The bidding for the Anchor portion opened and closed on Friday, March 22, 2024. Post the closure of issue, the issue price was determined as Rs. 101/- per share including a share premium of Rs. 91/- per Equity Share.

On 02^nd April 2024, the company allotted 62,82,000 Equity Shares at an issue price of Rs. 101/- per Equity Share, in terms of the basis of allotment approved by the National Stock Exchange of India Limited (the "Stock Exchange") in consultation with the Book Running Lead Manager & the Registrar to the Issue.

CAPITAL STRUCTURE:

Subsequent to the aforesaid Initial Public Offer the Equity Share Capital of the company increased from Rs. 17,54,32,000/- divided into 1,75,43,200 Equity Shares of face value of Rs. 10/- each to Rs. 23,82,52,000/ divided into 2,38,25,200 Equity Shares of Rs. 10/- each.

As on 3lst March 2025, the Authorized Share Capital of the company is Rs. 25,00,00,000/- divided into 2,50,00,000 Equity Shares of Rs. 10/- each, and the Issued, Subscribed, and Paid-up Equity Share Capital of the company is Rs. 23,82,52,000/ divided into 2,38,25,200 Equity Shares of Rs. 10/- each.

23. LISTING WITH SME PLATFORM OF NATIONAL STOCK EXCHANGE:

The company executed Listing Agreement with the National Stock Exchange (NSE) on 03^rd April 2024 in respect of admission and Listing of 2,38,25,200 Equity Shares of Rs. 10/- each including 62,82,000 Equity Shares of Rs. 10/- each issued in the Initial Public Offer, on stock exchange i.e. Emerge Platform of NSE. The shares got listed with NSE on 04^th April 2024.

24. STATEMENTOF UTILISATION OF IPO PROCEEDS AS ON 31^st MARCH 2025:

The fund utilization status as on 31^st MARCH 2025 duly certified by the Statutory Auditor R.B. Bhusari And Co. is as below:

Original Object	Modified Object, if any	Original Allocation	Modified allocation if any	Funds Utilized till 31.03.2025	Amount of Deviation Variation for the year according to applicable object	Remarks any
Setup additional Development facility in Nagpur, Maharashtra	NA	1,518.63	NA	8.30	0.00	Not fully Utilized.
Investment in Procuring Hardware	NA	300.00	NA	170.25	0.00	Not fully Utilized.
Funding for expenditure related to Enhancement of Existing Software Development	NA	1,500.40	NA	923.32	0.00	Not fully Utilized.
To meet out the Global & Domestic - Sales and Marketing expenses	NA	902.60	NA	0.00	0.00	Not fully Utilized.
General Corporate Expenses	NA	1,398.01	NA	518.77	0.00	Not fully Utilized.

25. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your company has zero tolerance for sexual harassment at workplace. The company is fully committed to uphold and maintain the dignity, respect and security of every women executive working in the company.

The company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y. 2024-25 as disclosed in the table below:

Sr. No.	Particulars	Number
1.	Number of complaints pending as on the beginning of the financial year (01.04.2024)	NIL
2.	Number of complaints filed during the financial year 2024-25	NIL
3.	Number of complaints pending as on the end of the financial year (31.03.2025)	NIL

26. DIRECTORS RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) read with 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the F.Y. ended 31.03.2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 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 that 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.

27. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

28. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There was no comment on qualifications, reservations or adverse remarks or disclaimers made by the auditors and secretarial auditors in their reports.

29. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

30. BOARD MEETING:

The Board of Directors of the company met 11(Eleven) times during the year the F.Y. 2024-25.

The intervening gap between any two Board Meetings was within the period prescribed by the Companies Act, 2013.

Further, the company has followed the applicable secretarial standard i.e., SS-1 relating to Meeting of the Board of Directors.

The details of Board Meeting held during F.Y. 2024-25 is as under:

Sr. No.	Date of Board Meeting	Total Number of Directors as on the date of Board Meeting	Number of Directors attended	% of Attendance
1.	02.04.2024	08	08	100%
2.	04.04.2024	08	06	75%
3.	09.05.2024	08	08	100%
4.	27.05.2024	08	08	100%
5.	08.06.2024	08	08	100%
6.	12.07.2024	08	07	87.50%
7.	28.08.2024	08	07	87.50%
8.	14.11.2024	08	07	87.50%
9.	23.12.2024	08	07	87.50%
10.	03.02.2025	08	07	87.50%
11	03.03.2025	08	08	100%

31. GENERAL MEETING:

The company had 02 General meetings during the financial year under review.

The company had duly followed the applicable Secretarial Standard i.e. SS-2, relating to General Meeting.

Sr. No.	Type of Meeting	Date of Meeting
1.	Annual General Meeting	25th September 2024
2.	Extra Ordinary General Meeting	27th March 2025

32. SHARES:

i. Issue of shares or other convertible securities:

During the year 2024-25, the company has not issued any convertible securities.

ii. Issue of equity shares with differential rights:

The company has not issued any equity shares with differential rights during the year under review.

iii. Issue of sweat equity shares:

The company has not issued any sweat equity shares during the F.Y. 2024-25.

iv. Details of employee stock options:

The company has not issued any Employee Stock Options during the year under review.

v. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The company does not hold any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

vi. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The company has not issued any debentures, bonds or any non-convertible securities during the year under review.

vii. Issue of Warrants:

The company has not issued any warrants during the year under review.

33. COST RECORD/AUDIT:

The company does not fall within the provisions of Section 148 of Companies Act, 2013 read with Rules made thereunder, therefore, the requirement of maintenance of cost records are not applicable to the company.

34. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has put in place an adequate system of internal financial control commensurate with the size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the company, and ensuring compliance with corporate policies.

The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention, and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

The Audit Committee periodically reviews the adequacy of Internal Financial controls. During the financial year 2024-25, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded, and reported and assets are safeguarded.

35. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 are set out in Annexure 4 of this Report.

36. PARTICULARS OF EMPLOYEES:

The statement of particulars of employees pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure- Annexure-5 and forms part of the Boards Report.

37. CORPORATE GOVERNANCE:

As a good corporate governance practice, the company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on NSE Emerge Platform on NSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of schedule V are not applicable to the company.

Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

38. RISK MANAGEMENT:

The Risk Management policy has been formulated and implemented by the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives

Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Our internal control encompasses various management systems, structures of organization, standards, and codes of conduct which are all put together to help manage the risks associated with the company.

Some of the risks that may pose challenges are set out in the Management Discussion and Analysis Report, which forms part of this Annual Report.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis report is annexed in Annexure-3.

40. WEBSITE:

The company is maintaining its functional website and the website contains basic as well as investor related information. The link of website is https://www.softtrust.com

41. CHANGE IN THE REGISTERED OFFICE OF THE COMPANY:

There was no change in the registered office of the company during the financial year 2024-2025.

42. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961:

The company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

43. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTACY CODE 2016:

During the financial year under review, there were no application/s made or proceeding were pending in the name of the company under the Insolvency and Bankruptcy Code, 2016.

44. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the Financial year under review, there were no one time settlement of Loans taken from Banks and Financial institutions.

45. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11:

The company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

46. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9:

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations.

The company has proposed and appointed a Designated person in a Board meeting for the said purpose.

47. FRAUD REPORTING:

During the Financial Year 2024-25, there have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the company or to the Central Government.

48. COMPLIANCE WITH SECRETARIAL STANDARD:

The company has complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

49. ADDITIONAL DISCLOSURES UNDER LISTING REGULATIONS:

i) CORPORATE GOVERNANCE:

The disclosure requirements as prescribed under Para C of the Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (LODR) are not applicable to the company pursuant to Regulation 15(2) of the LODR as the company is listed on the SME Exchange.

ii) FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

During the FY 2024-25 under review, there is no occasion wherein the company failed to implement any Corporate Action. As such, no specific details are required to be given or provided.

iii) PAYMENT OF LISTING AND DEPOSITORIES FEES:

The listing fees payable to the National Stock Exchange of India Limited within the due date.

The company, has also duly paid the requisite custodian and other fees to the National Securities Depository Limited (NSDL) and Central Depository Service India) Limited (CDSL).

iv) LINK OF DIVIDEND DISTRIBUTION POLICY:

The company is not amongst the top 1000 listed entities based on market capitalization, hence the provisions are not applicable to the company.

v) DEMATERIALISATION OF SHARES:

As on 31st March 2025, the entire 100% issued, subscribed and paid-up share capital i. e. equity shares of the company were held in dematerialized form through depositories namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSIL).

vi) NON APPLICABILITY OF REGULATION 24A of SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015 to the companies which are listed in SME Exchange

50. ACKNOWLEDGEMENT:

The Board desires to place on record its sincere appreciations for the assistance and co-operation extended by Government Agencies, and continued support extended to the company by the bankers, investors, vendors, esteemed customers, professionals /consultants and other business associates /institutions.

Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the company. The Board would also like to sincerely thank all the employees of the company for their unstinted commitment and valuable contribution for sustainable growth of the company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
TRUST FINTECH LIMITED
Sd/-	Sd/-
HEMANT CHAFALE	MANDAR DEO
MANAGING DIRECTOR	WHOLETIME DIRECTOR
DIN:01590781	DIN:01590926
Date: 23-08-2025
Place: Nagpur