The following discussion is intended to convey managements perspective on our financial condition and results of operations for the period ended on September 30, 2023 and financial year ended March 31, 2023, 2022 and 2021. One should read the following discussion and analysis of our financial condition and results of operations in conjunction with our section titled "Financial Statements" and the chapter titled "Financial Information" on page 211 of the Draft Red Herring Prospectus. This discussion contains forward-looking statements and reflects our current views with respect to future events and our financial performance and involves numerous risks and uncertainties, including, but not limited to, those described in the section entitled "Risk Factors" on page 27 of this Draft Red Herring Prospectus. Actual results could differ materially from those contained in any forward-looking statements and for further details regarding forward-looking statements, kindly refer the chapter titled "Forward-Looking Statements" on page 16 of this Draft Red Herring Prospectus. Unless otherwise stated, the financial information of our Company used in this section has been derived from the Restated Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise stated, all references to a particular financial year are to the 12-month period ended March 31 of that year.
In this section, unless the context otherwise requires, any reference to "we", "us" or "our" refers to Trust Fintech Limited, our Company. Unless otherwise indicated, financial information included herein are based on our Restated Financial Statements for the period ended on September 30,2023 and for the financial year ended March 31, 2023, 2022 and 2021 included in this Draft Red Hearing Prospectus beginning on page 211 of this Draft Red Herring Prospectus.
BUSINESS OVERVIEW
Trust Fintech Limited is a Nagpur based SaaS Product focused company which has carved a niche in providing Core Banking Software, IT Solutions, ERP Implementation and Customized Software Solutions Development, SAP B1 and Offshore IT services for the BFSI sector. TFL was founded by Mr. Hemant Chafale, Mr. Heramb Ramkrishna, Mr. Mandar Kishor Deo with a focus on delivering secured core banking solutions & world-class technology solutions to a virtually integrated banking and financial eco- system. The company has evolved in the last 25 years and adapted to the technological and market shifts to reach the current business model and product version. Trust Fintech is consistently expanding its business footprints in India and Globally by adapting to ever-changing regulatory compliances for the global BFSI sector.
We have invested in developing more than 10+ (ten) banking related products for Commercial and Cooperative Banks and Financial Institutions, which comprise Core Banking Software, Loan Origination software, GST compliance software, Financial Accounting & Billing Software, GST Suvidha provider, SAP B1 Services (for Implementation, Support and Add-on Development), Various add-on modules for Statutory Report Generation, ATM Reconciliation, Anti-Money Laundering, Agency Banking, Mobile Banking leveraging end to end solutions to address the evolving needs of banking Solutions. All the product solutions are built as per RBI compliance requirements and the configurable software architect gives the flexibility to incorporate the changes in policy and RBI compliance upgrades. Also, our Core Banking Product (TrustBankCBS) is flexible enough to customize for the Central Bank requirements, by customizing this software, we have served this software in India Shri Lanka, Nepal, California, Ghambia, Tanzania, Ghana, Liberia, Nigeria, Zimbabwe, and few more countries.
Our company is majorly involved in the Implementation, and deployment of Core banking Software i.e. TrustBankCBS or MicroFinS. TrustBankCBS mainly serves the needs of medium to large banks & financial institutions and MicroFinS serves the needs of Small & growing Co-operative Societies, SACCOS & similar banking institutions. Our flagship product, TrustBankCBS, is a web-based software. It is available "on-premises with infrastructure" i.e. it offers the flexibility to the customer to deploy TrustBankCBS on their own premises with customized infrastructure. Alternatively, it is also available as off-the-shelf banking software solution in a Software as a Service (SaaS) model. This covers bundled solutions of software and hosting infrastructure on a rental basis for those preferring a hassle-free.
Our organization currently operates through its offices located in Nagpur, Pune, and Mumbai spread across total area of 1064.42 sq. mtr. accommodating a workforce of over 250+ employees. The Nagpur property is currently over utilized and lacks the capacity to accommodate additional personnel. To meet the anticipated growth of 1000 employees over the next three years, we are strategically planning to establish an additional facility in Mihan SEZ, Nagpur admeasuring area of 8093.71 square meters. This expansion aims to provide ample space for our expanding team. Upon setup of Mihan SEZ development facility, it will function as an export-oriented unit ("EOU"), will be purely engage in providing global core banking services and IT solutions.
SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR AND STUB PERIOD
As per mutual discussion between the Board of the Company and LM, in the opinion of the Board of the Company there have not arisen any circumstances since the date of the last financial statements as disclosed in this Draft Red Herring Prospectus and which materially and adversely affect or is likely to affect within the next twelve months except as follows:
Change in status of the Company from private limited to public limited vide special resolution passed at the Extra-Ordinary General Meeting held on September 16,2023.
The authorized capital of the Company has been increased from ? 6,00,00,000 to ? 25,00,00,000 by creation of 1,90,00,000 new Equity Shares of ?10 each vide ordinary resolution passed at the Extra-Ordinary General Meeting held on November 15,2023.
Change in name of the Company from Trust Systems and Software (India) limited to Trust Fintech limited vide special resolution passed at the Extra-Ordinary General Meeting held on November 22 ,2023.
The Board of Directors of our Company have approved raising of funds by way of Initial Public Offering vide its resolution dated December 01, 2023.
The Board of Directors of our Company have been authorized to raise the funds by way of Initial Public Offering vide special resolution passed at the Extra-Ordinary General Meeting held on December 23, 2023.
The Shareholders of our Company approved the appointment of Mr. Hemant Chafale as Managing Director in the Extra Ordinary General Meeting held on December 23, 2023.
The Shareholders of our Company regularized the appointment of Mr. Mandar Deo, Mr. Heramb Damle as Whole Time Director in the Extra Ordinary General Meeting held on December 23, 2023.
The Shareholders of our Company regularized the appointment of Mr. Anand Kane as Executive Director in the Extra Ordinary General Meeting held on December 23, 2023.
The Shareholders of our Company regularized the appointment of Mrs. Sandhya Gulhane as Non- Executive Director in the Extra Ordinary General Meeting held on January 06, 2024.
The Shareholders of our Company regularized the appointment of Mr. Prasad Dongarkar, Mr. Nitin Alshi and Mr. Kapil Dilip Chandrayan as Non- Executive Independent Director in the Extra Ordinary General Meeting held on January 06, 2024.
The Board of Directors are vested with the power to borrow, pursuant to Section 179(3)(d) of Companies Act 2013. However, pursuant to Section 180(1)(c) Companies Act, 2013 and the rules made thereunder that any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained from the Companys bankers in the ordinary course of business), exceeds the aggregate of the paid-up capital of the Company and free reserve, the approval of shareholders by way of Special Resolution will be required. The company has passed a special resolution in the Extra-ordinary General Meeting dated January 06, 2024 for approval of borrowing limits
FACTORS AFFECTING OUR RESULTS OF OPERATIONS
Our business is subjected to various risks and uncertainties, including those discussed in the section titled "Risk Factor" beginning on page 27 of this Draft Red Herring Prospectus. Our results of operations and financial conditions are affected by numerous factors including the following:
DISCUSSION ON RESULT OF OPERATION
Our Significant Accounting Policies
For Significant accounting policies please refer Significant Accounting Policies, under Chapter titled "Financial Statements"
beginning on page 220 of the Draft Red Herring Prospectus.
Overview of Revenue & Expenditure
Our revenue and expenses are reported in the following manner:
Revenues
Our principal component of revenue from operations is generated from sale of TrustBankCBS AMC, TrustBankCBS One time, TrustBankCBS Rental, Export TrustBankCBS, SAB B1, Soft GST, MicroFins etc.
Our other income mainly comprises of interest income from fixed deposits, discount income, Freight charges.
(Amounts in Lakhs)
Particulars |
For the period ended March 31, |
|||
September 30,2023 |
2023 |
2022 | 2021 | |
Income | ||||
Revenue from operations | 1882.14 | 2254.34 | 1763.25 | 2394.66 |
As a % of total Income | 99.95% | 99.30% | 97.96% | 99.04% |
Other Income | 0.99 | 15.85 | 36.75 | 23.28 |
As a % of Total Income | 0.05% | 0.70% | 2.04% | 0.96% |
Total Income | 1883.13 |
2270.19 |
1800.00 |
2417.94 |
Our total expenditure primarily includes cost of material consumed, Employee Benefit Expenses, Finance cost Depreciation & Amortization expenses and other expenses.
Our cost of material includes Software Development i.e. Contract Resources cost.
Our employee benefit expenses mainly include salaries, bonus, PF & ESIC, Directors Remuneration, Provision for Gratuity and Contributions to Provident fund, Gratuity, Incentive paid etc.
Our finance costs mainly include Bank interest, Charges and Commission.
Depreciation includes depreciation and amortization expenses.
It includes Professional Fees, consultancy charges, electricity expenses, Insurance expenses, legal expenses, selling & distribution expenses and office expenses, rent paid, repair & maintenance expense, service charges and travelling & conveyance charges.
RESULTS OF OUR OPERATION
(Amount in Lakhs)
Particulars |
For the period ended September 30,2023 |
For the period ended March 31, |
||
2023 |
2022 |
2021 |
||
INCOME | ||||
I. Revenue from Operations | 1882.14 | 2254.34 | 1763.25 | 2394.66 |
As a % of Total Income |
99.95% | 99.30% | 97.96% | 99.04% |
%Increase/(Decrease) |
- | 27.85% | (26.37) % | - |
II. Other Income | 0.99 | 15.85 | 36.75 | 23.28 |
As a % of Total Income |
0.05% | 0.70% | 2.04% | 0.96% |
%Increase/(Decrease) |
- | (56.87) % | 57.84% | - |
III Total Income (I+II) | 1883.13 |
2270.19 |
1800.00 |
2417.94 |
%Increase/(Decrease) |
- | 26.12% | (25.56) % | - |
IV EXPENSES | ||||
Cost of materials consumed | 175.88 | 435.66 | 371.71 | 947.14 |
As % of Total Income | 9.34% | 19.19% | 20.65% | 39.17% |
% Increase (Decrease) | - | 17.20% | (60.75) % | - |
Changes in inventories of Finished goods & Stock in Trade |
(150.00) | (175.12 | - | (26.00) |
As % of Total Income | (7.97) % | (7.71) % | 0.00% | (1.08) % |
% Increase (Decrease) | - | 0.00% | (100.00) % | - |
Employee benefits expense | 598.09 | 1055.48 | 861.04 | 845.21 |
As % of Total Income | 31.76% | 46.49% | 47.84% | 34.96% |
% Increase (Decrease) | - | 22.58% | 1.87% | - |
Finance costs | 1.13 | 3.78 | 1.72 | 3.94 |
As % of Total Income | 0.06% | 0.17% | 0.10% | 0.16% |
% Increase (Decrease) | - | 119.47% | (56.30) % | - |
Depreciation and amortization expense | 22.43 | 49.48 | 47.04 | 13.29 |
As % of Total Income | 1.19% | 2.18% | 2.61% | 0.55% |
% Increase (Decrease) | - | 5.18% | 253.94% | - |
Other expenses | 262.83 | 359.86 | 339.96 | 340.35 |
As % of Total Income | 13.96% | 15.85% | 18.89% | 14.08% |
% Increase (Decrease) | - | 5.85% | (0.12) % | - |
Total Expenses: | 910.36 |
1729.14 |
1621.48 |
2123.93 |
As % of Total Income | 48.34% | 76.17% | 90.08% | 87.84% |
% Increase (Decrease) | - | 6.64% | (23.66) % | - |
Earnings Before Interest, Tax, Depreciation and Amortization | 996.34 |
594.31 |
227.29 |
311.24 |
As % of Total Income | 52.91% | 26.18% | 12.63% | 12.87% |
% Increase (Decrease) | 161.48% | (26.97) % | ||
Earnings Before Interest and Tax | 973.90 |
544.83 |
180.25 |
297.95 |
As % of Total Income | 51.72% | 24.00% | 10.01% | 12.32% |
% Increase (Decrease) | - | 202.27% | (39.50) % | - |
Earning Before Exceptional Items and Tax | 972.77 |
541.05 |
178.53 |
294.01 |
As % of Total Income | 51.66% | 23.83% | 9.92% | 12.16% |
% Increase (Decrease) | - | 203.06% | (39.28) % | - |
Earning Before Tax | 972.77 | 541.05 | 178.53 | 294.01 |
As % of Total Income | 51.66% | 23.83% | 9.92% | 12.16% |
% Increase (Decrease) | - | 203.06% | (39.28) % | - |
Tax Expense: | 244.83 |
138.84 |
44.87 |
74.35 |
As % of Total Income | 13.00% | 6.12% | 2.49% | 3.08% |
% Increase (Decrease) | - | 209.42% | (39.65) % | - |
Profit (Loss) for the Period | 727.95 |
402.21 |
133.66 |
219.66 |
As % of Total Income | 38.66% | 17.72% | 7.43% | 9.08% |
% Increase (Decrease) | - | 200.93% | (39.15) % | - |
REVIEW OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2023
Income
Our total revenue from operations for the period ended September 30, 2023 was Rs. 1,883.13 Lakhs which is 99.95% of the total revenue and which includes revenue from sale of services and exports sales.
Expenditure
Total Expenditure for the period ended September 30, 2023 was Rs. 910.36 Lakhs which was about 48.34% of the total revenue and which includes cost of material consumed, Employee Benefit Expenses, Depreciation & Amortization expenses and other expenses.
Cost of Material consumed
Our cost of material for the period ended September 30, 2023 was Rs. 175.88 Lakhs which was about 9.34% of the total revenue which include software development i.e. Contract Resources cost.
Changes in inventories of Finished goods & Stock in Trade
Change in inventories of finished goods & stock in trade for the period ended September 30, 2023 was Rs. (150.00) Lakhs which was about (7.97) %of the total revenue.
Employee Benefit Expense
Our employee benefits expenses for the period ended September 30, 2023 were Rs. 598.09 Lakhs which was about 31.76% of the total revenue and which include salaries, bonus, PF & ESIC, Directors Remuneration, Provision for Gratuity and Contributions to Provident.
Profit before Interest, Depreciation and Tax
Profit / Loss before Interest, Depreciation and Tax for the period ended September 30, 2023 were Rs. 996.34 Lakhs which was about 52.91% of the total revenue.
Finance Costs
Our Financial costs for the period ended September 30, 2023 were Rs. 1.13 Lakhs which was about 0.06% of the total revenue which includes Bank interest/ charges/ commission.
Depreciation and Amortization Expense
Depreciation for the period ended September 30, 2023 were Rs. 22.43 Lakhs which was about 1.19% of the total revenue and which consists of depreciation and amortization expenses.
Other Expenses
Our other expenses for the period ended September 30, 2023 were Rs. 262.83 Lakhs which was about 13.96% of the total revenue and which includes Professional Fees, consultancy charges, electricity expenses, Insurance expenses, legal expenses, selling & distribution expenses and office expenses, rent paid, repair & maintenance expense, service charges and travelling & conveyance charges.
Net Profit after Tax and Extraordinary items
Net Profit after Tax and Extraordinary items for the period ended September 30, 2023 were Rs. 727.95 Lakhs which was about 38.66% of the total revenue.
FISCAL YEAR ENDED MARCH 31, 2023 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31,2022
Income
Total revenue has increased by ? 470.19 Lakhs and 27.85%from ? 1763.25 Lakhs in the fiscal year ended March 31, 2022 to ? 2254.34 Lakhs in the fiscal year ended March 31, 2023. The increase in revenue is on account of increase in revenue from operations and increase in export sales.
Expenditure
Total Expenditure increased by ? 107.66 Lakhs and 6.64%, from ? 1,621.48 Lakhs in the fiscal year ended March 31, 2022 to ? 1,729.14 Lakhs in the fiscal year ended March 31, 2023. Overall expenditure was increased mainly due to increase in the cost of material Consumed, Employee Benefit Expenses, finance cost and other expenses.
Cost of Material consumed
Our cost of material consumed increased by ? 63.95 Lakhs and 17.20% from ? 371.71 Lakhs in the fiscal year ended March 31, 2022 to ? 435.66 Lakhs in the fiscal year ended March 31, 2023. Cost of material consumed increased on account of increase in Software development i.e. Contract resources cost.
Changes in inventories of Finished goods & Stock in Trade
Change in inventories of finished goods & stock in trade for the period ended March 31, 2023 was Rs. (175.12) Lakhs which was about (7.71) %of the total revenue.
Employee Benefit Expense
Employee Benefit Expenses increased by ? 194.44 Lakhs and 22.58% from ? 861.04 Lakhs in the fiscal year ended March 31, 2022 to ? 1,055.48 Lakhs in the fiscal year ended March 31, 2023. Overall employee cost was increased due to increase in salary, bonus, PF & ESIC, increase in incentives, Gratuity and Admin charges of PF.
Profit before Interest, Depreciation and Tax
Profit / Loss before Interest, Depreciation and Tax has increased by ? 367.01 Lakhs and 161.48% from ? 227.29 Lakhs in the fiscal year ended March 31, 2022 to Profit of ? 594.31 Lakhs in the fiscal year ended March 31, 2023. Profit before Interest, Depreciation and Tax was increased due to increase in revenue from operations and increase in profit margins.
Finance Costs
Our finance costs increased by ? 2.06 Lakhs and 119.47%from ? 1.72 Lakhs in the fiscal year ended March 31, 2022 to ? 3.78
Lakhs in the fiscal year ended March 31, 2023. The increase was mainly on account of Bank interest/ charges/ commissions.
Depreciation and Amortization Expense
Depreciation in terms of value increased by ? 2.44 Lakhs and 5.18% from ? 47.04 Lakhs in the fiscal year ended March 31, 2022 to ? 49.48 Lakhs in the fiscal year ended March 31, 2023. Increase in depreciation is due to increase in assets i.e. Property, plant and equipment, intangible assets under development.
Other Expenses
Other Expense was increased by ? 19.9 Lakhs and 5.85% from ? 339.96 Lakhs in the fiscal year ended March 31, 2022 to ?
359.86 Lakhs in the fiscal year ended March 31, 2023. Other expenses increase due to increase in Professional Fees, consultancy charges, electricity expenses, Insurance expenses, legal expenses, selling & distribution expenses and office expenses, rent paid, repair & maintenance expense, service charges and travelling & conveyance charges.
Net Profit after Tax and Extraordinary items
Net Profit has increased by ? 268.55 Lakhs and 200.93% from 133.66 Lakhs in the fiscal year ended March 31, 2022 to profit of ? 402.21 Lakhs in the fiscal year ended March 31, 2023. Net profit was increased due to increase in revenue from operations.
FISCAL YEAR ENDED MARCH 31, 2022 COMPARED WITH THE FISCAL YEAR ENDED MARCH 31, 2021
Income
Total revenue has decreased by ? 617.94 Lakhs and (25.56) % from ? 2417.94 Lakhs in the fiscal year ended March 31, 2021 to
? 1800.00 Lakhs in the fiscal year ended March 31, 2022. The increase in revenue due to decrease in Revenue from operations
and decrease in export sales.
Expenditure
Total Expenditure decreased by ? 502.4 Lakhs and (23.66) %, from ? 2,123.93 Lakhs in the fiscal year ended March 31, 2021 to
? 1,621.48 Lakhs in the fiscal year ended March 31, 2022. Overall expenditure was decreased mainly due to decrease in cost
of material consumed.
Cost of Material consumed
Our cost of material consumed decreased by ? 575.42 Lakhs and (60.75) % from ? 947.14 Lakhs the fiscal year ended March 31, 2021 to ? 371.71 Lakhs in the fiscal year ended March 31, 2022. Cost of material consumed decreased on account of decrease in Software development i.e. Contract resources cost.
Employee Benefit Expense
Employee Benefit Expenses increased by ? 15.83 Lakhs and 1.87% from ? 845.21 Lakhs in the fiscal year ended March 31, 2021 to ? 861.04 Lakhs in the fiscal year ended March 31, 2022. Overall employee cost was increased due to increase in Director remuneration and office refreshment expenses.
Profit before Interest, Depreciation and Tax
Profit / Loss before Interest, Depreciation and Tax has decreased by ? 83.95 Lakhs and (26.97) % from ? 311.2 Lakhs in the fiscal year ended March 31, 2021 to Profit of ? 227.29 Lakhs in the fiscal year ended March 31, 2022. Profit before Interest, Depreciation items and Tax was decrease due to decrease in revenue from operations.
Finance Costs
Our finance costs decreased by ? 2.2 Lakhs and (56.30) %from ? 3.94 Lakhs in the fiscal year ended March 31, 2021 to ? 1.72
Lakhs in the fiscal year ended March 31, 2022. The decrease was due to decrease in Bank interest/ charges/ commissions.
Depreciation and Amortization Expense
Depreciation in terms of value increased by ? 33.75 Lakhs and 253.94 %from ? 13.29 Lakhs in the fiscal year ended March 31, 2021 to ? 47.04 Lakhs in the fiscal year ended March 31, 2022. Increase in depreciation is due to addition in Property, plant & equipment.
Other Expenses
Other Expense was decreased by ? 0.39 Lakhs and (0.12) % from ? 340.35 Lakhs in the fiscal year ended March 31, 2021 to ?
339.96 Lakhs in the fiscal year ended March 31, 2022. Other expenses decrease due to decrease in Bad debts.
Net Profit after Tax and Extraordinary items
Net Profit has decreased by ? (86.00) Lakhs and (39.15) %from ? 219.66 Lakhs in the fiscal year ended March 31, 2021 to profit of ? 133.66 Lakhs in the fiscal year ended March 31, 2022. Net profit was decreased due to decrease in Revenue from operations.
INFORMATION REQUIRED AS PER ITEM (II) (C) (I) OF PART A OF SCHEDULE VI TO THE SEBI REGULATIONS:
Except as described in this Draft Red Herring Prospectus, during the periods under review there have been no transactions or events, which in our best judgment, would be considered unusual or infrequent.
Other than as described in the section titled "Risk Factors" beginning on page 27 of this Draft Red Herring Prospectus, to our knowledge there are no known significant economic changes that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.
Income and sales of our Company on account of sale of TrustBankCBS AMC, TrustBankCBS One time, TrustBankCBS Rental, Export TrustBankCBS, SAB B1, Soft GST, MicroFins.
Our Company has not followed any unorthodox procedure for recording sales and revenues.
Our Companys future costs and revenues can be impacted by an increase in employee costs as the Company looks to hire
talent with new skills and capabilities.
Our Companys future costs and revenues will be determined by competition, demand/supply situation, Indian Government
Policies, foreign exchange rates and interest rates quoted by banks & others.
Increases in our revenues are by and large linked to increases in the volume of business.
The Company is operating in IT & CBS Industry. Relevant industry data, as available, has been included in the chapter titled
"Our Industry" beginning on page 112 of this Draft Red Herring Prospectus.
Our Company has not announced any new services and product and segment / scheme, other than disclosure in this Draft Red Herring Prospectus.
Our Companys business is not seasonal. However, the business of the Company does depend on countrys economy situation
and inflation.
Our Company was significantly dependent on top 10 customers. For further details refer the chapter titled "Risk factor" and "Our Business" on page 29 and 164 of Draft Red Herring Prospectus.
We do face normal competition from existing and potential competitors which is common for any business. We have, over a period of time, developed certain competitive strengths which have been discussed in section titled "Our Business" on page 128 of this Draft Red Herring Prospectus.
The Company is operating in IT & CBS Industry. Relevant industry data, as available, has been included in the chapter titled
"Our Industry" beginning on page 112 of this Draft Red Hearing Prospectus.
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Securities Support WhatsApp Number
+91 9892691696
www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.