Directors Report of Trust Fintech Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 27^th Board''s 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 company''s financial performance for the year under review along with
previous year''s figures are given hereunder:

fAmnunt TN Rc. flflfn

	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 COMPANY''S 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 Auditor''s 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		Non-Executive
Chandrayan	Member	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 Stakeholder''s 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 arm''s 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 company''s 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 company''s 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 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 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 company''s 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 company''s 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 2025¬
26 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 Board''s 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 company''s
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 Board''s 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 Management''s
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 software''s 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

---

Mar 31, 2024

Your Directors have pleasure in presenting the 26^th 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 31^st March 2024.

Financial Review (IN Rs. Lacs)
Particulars	FY 2023-24	FY 2022-23
Revenue from contracts with customers	3504.38	2254.34
Inventory and data costs	364.90	260.54
Employee benefits expenses	644.86	1055.48
Other expenses	723.61	359.86
EBITDA	_ 1771.01	578.46
% EBITDA Margin	51%	26%
Depreciation and amortisation expenses	123.35	49.48
Finance costs	1.80	3.78
Other income (Excl. Liabilities written back, if any)	23.25	15.85
Profit Before Tax and Share of loss of an associate	1669.11	541.05
Share of loss of an associate	0.00	0.00
Profit Before Tax (PBT)	1669.11	541.05
(Less): Total tax	418.94	138.84
(Less): Non-controlling interest	0.00	0.00
Profit After Tax (PAT) net of non-controlling interest	1250.17	402.21
% Profit Margin	36%	18%
Normalized PAT (net of non-controlling interest)	1250.17	402.21
% Normalized PAT Margin	36%	18%

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
Key Ratios	As of March 31, 2024
Return on Net Worth (%)	34%
Return on Capital Employed (%)	37%
Total Debt/Equity	0.0038
Current Ratio	3.66
Diluted Earnings per Share (Rs.)	7.13

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 4^th 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 24^th January, 2024 and 25^th January, 2024 respectively.

PUBLIC DEPOSITS

The Company has not accepted any deposit during the period started from 1^st April, 2023 to 31^st 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 4^nd 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: 15^th day of September, 2023

EGM Date: During the year under review, Seven EGM were held on 16^th September 2023, 15^th November, 2023, 22^nd November, 2023, 23^rd December, 2023, 6^th January, 2024, 24^th January 2024, 25^th 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 31^st March, 2024.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31^st March, 2024, there are 10 (Ten) Directors & Key Managerial Personnel in your Company. The detail 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	ANAND SHANKER KANE	N.A.	N.A.	CFO
6	PRASAD ANNAJI DONGARKAR	03025312	Non-Executive Director	Director
7	NITIN DATTATRAYA ALSHI	05252946	Non-Executive Director	Director
8	KAPIL DILIP CHANDRAYAN	05311061	Non-Executive Director	Director
9	SANDHYA NARENDRA GULHANE	01043209 3	Non-Executive Director	Director
10	DESHANA KEVAL JOSHI	N.A.	N.A.	Company Secretary

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 6^th 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:

Sr. No.	Name	Designation	Remarks
1	Mr. Anand Kane	Chief Financial Officer	Appointed on 21st October, 2023
2	Mrs. Tapsee Das	Company Secretary	Resigned on 31st May 2023
3	Mrs. Deshana Joshi	Company Secretary	Appointed on 21st August, 2023

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.

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.

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 31^st 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.