Mar 31, 2025
Your Directors have pleasure in presenting the 10th Annual Report of your Company together with the
Audited Financial Statements for the year ended 31st March 2025:
K in Lakhs)
|
Standalone Results |
Consolidated Results |
|||
|
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
|
Total Income |
2,694.03 |
2,091.20 |
2,708.49 |
2,091.20 |
|
Less: Total Expenses |
1,906.13 |
1,380.28 |
1,959.06 |
1,380.28 |
|
Profit Before Tax |
787.90 |
710.92 |
749.43 |
712.63 |
|
Less: Tax Expenses |
||||
|
Current Tax |
174.06 |
194.52 |
174.04 |
194.52 |
|
Deferred Tax |
27.15 |
- |
27.15 |
- |
|
Short/(Excess) Provision |
11.77 |
- |
11.77 |
- |
|
Profit After Tax |
574.92 |
516.40 |
542.86 |
518.11 |
|
EPS: |
||||
|
i. Basic |
3.18 |
3.64 |
3.01 |
3.65 |
|
ii. Diluted |
3.18 |
3.64 |
3.01 |
3.65 |
During the financial year ended March 31, 2025, the Company acted as a Trustee for total of 739
transactions, compared to 589 transactions in the previous financial year. The revenue from operations stood
at ^2,572.68 lakhs, reflecting an increase of over 25% compared to ^1,991.56 lakhs in the previous financial
year. Despite a minor decline in the Earnings Per Share (EPS) from ^3.64 to ^3.18, attributable to an increase
in the total number of shares post-IPO, the Profit After Tax (PAT) rose by more than 10%, increasing from
^516.40 lakhs to ^574.92 lakhs.
These figures reflect the Company''s continued efforts to strengthen its market position, improve operational
efficiency, and deliver value to its stakeholders.
The Board of Directors has not recommended any dividend for the financial year ended March 31, 2025.
This decision has been taken after careful consideration of the Companyâs long-term strategic priorities. We
believe that the reinvestment of earnings into expansion initiatives and network development will position
the Company for sustained growth and profitability. This approach is aimed at enhancing shareholder value
over the long term.
The Company is engaged in the business of Trusteeship Servies viz. Debenture / Bond Trusteeship, Security
Trusteeship, Safe Keeping, Securitization, Management of Speical Purpose Vehicle (SPVs), Managing Trust
and allied services and is registered with the Securities and Exchange Board of India (SEBI) under the SEBI
(Debenture Trustees) Regulations, 1993, as amended from time to time. There has been no change in nature
of business of the Company during the year.
During the year, no amount is proposed to be transferred to the General Reserve from the Surplus.
A. Authorized Share Capital
The Authorized Share capital of the Company stands at Rs. 20,00,00,000/- (Rupees Twenty Crore Only)
divided into 2,00,00,000 Equity Shares of Rs.10 each
B. Paid up Share capital:
Over the course of the year, the number of shares increased in several stages:
On March 31, 2024 the issued, subscribed and paid-up capital of the Company stood at Rs. 14,19,29,130
divided into 1,41,92,913 Equity Shares of Rs. 10 each.
Thereafter on June 04, 2024, an Initial Public Offer (IPO) boosted the Paid-up Share Capital of the Company
to Rs. 18,06,49,130 divided into 1,80,64,913 Equity Shares of Rs. 10 each.
C. Preferential Issue
During the Financial Year, no shares were issued under any Preferential Issue.
D. Right Issue
During the year, the Company has not made any rights issue.
E. Bonus Issue
During the year, the Company has not issued any Bonus Shares.
F. Issue of Equity Shares with Differential Rights
The company does not have Equity Shares with differential rights and has not issued any shares with
differential rights during the financial year 2024-25.
G. Issue of Sweat Equity Shares
During the Financial Year, no shares were issued as Sweat Equity Shares under any Scheme.
H. Issue of Employee Stock Options
During the Financial Year, no shares were issued under any Scheme of Employee Stock Option.
The Board of Directors of the Company at their meeting held on March 26, 2025 had approved the Beacon
Trusteeship Limited Employee Stock Option Plan 2025 and the same was approved by the Members of the
Company through a Postal Ballot ended on June 18, 2025. The plan provides for the issuance of 1,50,000
Options convertible into Ordinary Equity Shares to the identified employees as per the terms more fully
described in the Plan.
I. Provision of money by company for purchase of its own shares by employees or by trustees for the
Benefit of employees
There was no provision made of the money by the company for purchase of its own shares by employees or
by trustees for the benefit of employees.
J. Splitting/Sub Division of shares
No splitting/subdivision of shares was done during the financial year 2024-25.
K. Issue of Shares Through Initial Public Offer and Listing of Shares
During the year under review the Company had made an Initial Public Offer comprising of a Fresh Issue of
38.72.000 Equity shares and the Offer for Sale 15,48,000 Equity shares; the whole issue aggregating to
54.20.000 Equity Shares of Rs, 10 each for cash price of Rs. 60/- each, (including the share premium of Rs.
50/- per Equity Share) amounting to Rs. 3,252.00 Lakhs, vide prospectus dated May 30, 2024 on the SME
platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.
The Equity Shares of the Company got listed on the NSE Emerge with effect from June 04, 2024.
The Company had raised funds through Initial Public Offer (IPO) on June 04, 2024 where the equity shares of
the Company are listed on NSE EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of
aforesaid issue have been completely utilized for the purpose for which it was raised by the Company in
accordance with the terms of the issue.
The object of the issue are mentioned below:
Our Company intends to Utilized the Net Proceeds for the following objects:
|
Sr. No. |
Particulars |
Original Allocation |
Funds Utilized |
|
1 |
Building Up Technology Infrastructure |
700.00 |
700.00 |
|
2 |
Investment in Wholly owned |
699.00 |
699.00 |
|
3 |
Purchase of New Office Premises |
325.00 |
325.00 |
|
4 |
General Corporate Purposes |
287.78 |
287.78 |
|
5 |
Public Issue Expenses |
311.42 |
311.42 |
|
TOTAL |
2,323.20 |
2,323.20 |
*As per the Prospectus of the issue
Throughout the year, Beacon Trusteeship Limited was acknowledged across various reputed platforms for its
participation in industry discussions, insights, and service milestones. Key mentions include:
1. An article titled âTransforming India''s Debt Securities Market: Innovation, Regulation, and Digital Trustâ,
authored by Mr. Pratapsingh Nathani, Chairman and Managing Director of Beacon Trusteeship Limited,
was published in ET-CISO.in, addressing the evolving regulatory landscape and digital transformation in
the debt market.
2. As reported by Prime Database, Beacon Trusteeship Limited was ranked as the No. 1 Debenture Trustee
for Public Debt Issuances, reflecting the companyâs continued engagement and activity in this segment.
3. Mr. Pratapsingh Nathani was featured in Outlook Magazine under the category -Visionaries of the 5
Trillion Economy, in recognition of his perspectives on the country''s economic development.
4. A financial literacy article titled âUnderstand How Amortization Impacts Your Home Loan EMIâ, authored
by Mr. Nathani, appeared in The Economic Times, contributing to the broader conversation on retail
finance awareness.
5. Beacon Trusteeship was featured in ET Panache in a piece titled âProviding Value Addition Beyond Mere
Trusteeshipâ, highlighting the company''s efforts to support clients with a wider range of solutions.
6. Beacon Investor Holdings Private Limited, announced its entry into the Registrar and Share Transfer
Agent (RTA) Services space. This development was covered in ETNow through an article authored by Mr.
Kaustubh Kulkarni, Executive Director, Beacon Trusteeship Limited
In compliance with the provisions of Section 92(3) read with Section 134(3)(a) of the Act, the Annual return
of the Company i.e. form MGT-7 for FY 2023-24 has been uploaded on the website of the Company at
https://beacontrustee.co.in/
Similarly, the Annual Return of the Company i.e. form MGT-7 for FY 2024-25 will be uploaded on the website
of the Company at https://beacontrustee.co.in/ once the same is due.
During the year under review, the Company has not raised money through borrowing from banks and/or
financial institutions. Further, there has been no instance of one-time settlement with Bank and hence, the
disclosure regarding difference in valuation is not required.
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sanjay
Bhasin, Non-Executive Non-Independent Director of the Company (DIN: 08484318) is liable to retire by
rotation at the ensuing 10th AGM and being eligible, has offered himself for re-appointment. On the
recommendation of the NRC, the Board of Directors recommends his re-appointment as Director, liable to
retire by rotation. The said re-appointment is subject to the approval of members at the ensuing AGM.
Further details including date of appointment/ retirement/ resignation, directorship/ committee membership
etc. can be found in the Explanatory Statement forming a part of the Notice of the ensuing Annual General
Meeting. In the opinion of the Board, all directors including the directors appointed / re-appointed during the
year possess requisite qualifications, experience and expertise and hold high standards of integrity.
As on the date of this report, the Company has the following Key Managerial Persons as per Section 203 of
the Act:
|
Name of the KMP |
Designation |
|
Mr. Pratapsingh 1. Nathani |
Chairman & Managing Director |
|
Ms. Sneha Patel |
Chief Financial Officer |
|
Ms. Pratibha Tripathi |
Company Secretary and Compliance |
All Independent Directors have submitted requisite declarations confirming that they
i. continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation
16(l)(b) of the SEBI Listing Regulations and are independent; and
ii. continue to comply with the Code of Conduct laid down under Schedule IV of the Act.
iii. The Directors have further confirmed that they are not debarred from holding the office of director under
any SEBI order or under the order of any such authority.
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by
specifying them in their appointment letter along with necessary documents, reports and internal policies to
enable them to familiarize with the Companyâs procedures and practices.
The terms and conditions of the appointment of Independent Directors have been disclosed on the website
of the Company https://beacontrustee.co.in/
As on the date of this report the Board has the following committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee
1. AUDIT COMMITTEE
The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177 of the
Companies Act, 2013. The following Directors are members of Audit Committee:
|
S.No. |
Name of the Directors |
DIN |
Category |
|
1 |
Mr. Vasan Paulraj |
08394150 |
Chairman & |
|
2 |
Mr. Pratapsingh Nathani |
07224752 |
Member |
|
3 |
Mrs. Bhoomika A. Gupta |
02630074 |
Member - Independent |
All the members of the Audit Committee are financially literate. During the year under review, all the
recommendations made by the Audit Committee were accepted by the Board.
The following Meetings of the Audit Committee were held during the Financial Year 2024-25:
|
S.No. |
Date of Committee meetings |
Committee Strength |
Number of Members |
|
1 |
5th April, 2024 |
3 |
3 |
|
2 |
13th May, 2024 |
3 |
3 |
|
3 |
29th August, 2024 |
3 |
3 |
|
4 |
13th November, 2024 |
3 |
3 |
|
5 |
17th January, 2025 |
3 |
3 |
|
6 |
26th March, 2025 |
3 |
3 |
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in
accordance with the provisions of the Companies Act, 2013 and Rule 7 of the Companies (Meeting of the
Board and its Power) Rules 2014.
Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman
of the Audit Committee. The whistle blower policy can be accessed at https://beacontrustee.co.in/
2. NOMINATION AND REMUNERATION COMMITTEE
The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions
of Section 178 of the Companies Act, 2013. The following Directors are members of Nomination and
Remuneration Committee:
|
S.No. |
Name of the Directors |
DIN |
Category |
|
1 |
Mr. Sanjay Sinha |
08253225 |
Chairman |
|
2 |
Mr. Sanjay Bhasin |
08484318 |
Member |
|
3 |
Mr. Vasan Paulraj |
08394150 |
Member |
The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year
2024-25:
|
S.No. |
Date of Committee meetings |
Committee Strength |
Number of Members |
|
1 |
29th August, 2024 |
3 |
3 |
|
2 |
13th November, 2024 |
3 |
2 |
|
3 |
26th March, 2025 |
3 |
3 |
The Nomination and Remuneration Policy prepared in accordance with the provisions of Section 178 of the
Companies Act, 2013 can be found on the website of the Company at https://beacontrustee.co.in/
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of
Section 178 of the Companies Act, 2013. The following Directors are members of Stakeholders Relationship
Committee:
|
S.No. |
Name of the Directors |
DIN |
Category |
|
1 |
Mr. Vasan Paulraj |
08394150 |
Chairman |
|
2 |
Mr. Pratapsingh 1. Nathani |
07224752 |
Member |
|
3 |
Mr. KaustubhK. Kulkarni |
02901117 |
Member |
|
S.No. |
Date of Committee meetings |
Committee Strength |
Number of Members |
|
1 |
29th August, 2024 |
3 |
3 |
|
2 |
13th November, 2024 |
3 |
3 |
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart
from other Board business. The Directors of the Company duly met Eight (8) times during the year, all the
Board Meetings were conducted in due compliance with the Companies Act, 2013 and Secretarial Standards
on Board Meeting.
The following Meetings of the Board of Directors were held during the Financial Year 2024-25:
|
S.No. |
Date of Committee meetings |
Board Strength Numb^of Directors |
|
1 |
5th April, 2024 |
6 3 |
|
2 |
13th May, 2024 |
6 5 |
|
3 |
27th May, 2024 |
6 2 |
|
4 |
31st May, 2024 |
6 2 |
|
5 |
29th August, 2024 |
6 3 |
|
6 |
13th November, 2024 |
6 5 |
|
7 |
17th January, 2025 |
6 5 |
|
4 |
26th March, 2025 |
6 5 |
The intervening gap between two consecutive meetings was within the limit prescribed under the
Companies Act, 2013 and SEBI Listing Regulations.
|
Date of Board |
Pratapsingh Nathani |
Sanjay Sinha |
Sanjay Bhasin |
Vasan Paulraj |
Kaustubh Kulkarni |
Bhoomika Gupta |
|
5th April, 2024 |
Y |
N |
N |
Y |
Y |
N |
|
13th May, 2024 |
Y |
Y |
N |
Y |
Y |
Y |
|
27th May, 2024 |
Y |
N |
N |
N |
Y |
N |
|
31st May, 2024 |
Y |
N |
N |
N |
Y |
N |
|
29th August, 2024 |
Y |
Y |
N |
N |
Y |
N |
|
13th November, 2024 |
Y |
Y |
N |
Y |
Y |
Y |
|
17th January, 2025 |
Y |
Y |
Y |
Y |
N |
Y |
|
26th March, 2025 |
Y |
Y |
N |
Y |
Y |
Y |
The AGM of the Company was held on September 28, 2024 for the FY 2023-2024.
The details of Investments, Loans & Advance, Guarantees or Securities, if any, made during the year under
review, are provided under the Notes to the Standalone and Consolidated Financial statements of the
Company.
The aforementioned details are specifically provided under Note No. 10 and 11 of the Standalone and
Consolidated Financial statements of the Company.
All related party transactions entered into during the financial year were on an armâs length basis, in the
ordinary course of business and were in compliance with the applicable provisions of the Companies Act,
2013.
During the year, the Company did not enter any transaction, contract or arrangement with related parties,
that could be considered material in accordance with the SEBI Listing Regulations and the Companyâs Policy
on Related Party Transactions ("RPT Policyâ). Accordingly, the disclosure of related party transactions in
Form AOC-2 is not applicable.
Details of the related party transactions as per the applicable accounting standards form a part of the Notes
to the Standalone Financial Statements and Consolidated Financial Statements.
The aforementioned details are specifically provided under Note No. 23 of the Financial statements of the
Company.
In terms of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988, the Directors furnish the information as below:
|
Conservation of Energy |
|
|
i. the steps taken or impact on |
i. The Company operates in the service sector with no ⢠Usage of energy-efficient LED lighting ⢠Encouraging minimal printing and use of digital ⢠Regular maintenance of air-conditioning and ⢠Implementing auto-shutdown features for computers |
|
ii. the steps taken by the company for |
ii. Considering the nature and scale of operations, there |
|
iii. the capital investment on energy |
iii. No significant capital investment was required or |
|
Technology Absorption |
As per below disclosure. |
|
Foreign Exchange Earnings and Outgo |
2024-2025 |
|
Earnings |
USD 24779/- |
|
Outgo |
a. USD 17283.53/- b. SGD 6944.44/- |
|
i |
The efforts made towards |
The Company has implemented cloud-based document |
|
ii |
The benefits derived like product |
⢠Improved turnaround time for investor reporting |
|
improvement, cost reduction, |
⢠Enhanced client servicing and operational efficiency. |
|
|
product development or import |
⢠Reduction in physical storage and paper costs |
|
|
substitution etc |
⢠Enhanced data security and audit trails |
|
|
iii |
In case of imported technology a. The details of technology b. Year of Import: c. Whether the technology been d. If not fully absorbed, areas where |
NIL |
|
iv |
The expenditure incurred on |
The Company being a service provider in the financial |
|
Research and Development |
domain has not undertaken any R&D activities during the |
The Company has the following Subsidiary and Associate Companies as detailed hereunder:
|
Sr. No. |
Name of the Directors |
Date of |
Subsidiary/ Associate |
Percentage of |
|
1 |
Beacon Payroll & Benefits Private |
16th July 2018 |
Associate |
49% |
|
2 |
Beacon Investor Holding Private |
05th April, 2024 |
Subsidiary |
100% |
|
3 |
Beacon Fiduciary Services |
08th January, 2025 |
Subsidiary |
100% |
|
4 |
Beacon Fiduciaries Pte. Ltd. |
25th February, 2025 |
Subsidiary |
100% |
A statement containing salient features of the financial statement of the said Associate Company is provided
in Form AOC-1 attached to the financial statements.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY
TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments, affecting the financial position of the company which have occurred
between the end of the financial year of the company to which the financial statements relate and till the
date of this report.
A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN
THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY
The Company has a Proper Risk Management Policy towards Operations and Administrative affairs of the
Company. The Audit committee reviews the Risk Management systems. The Policy can be found on the
website of the Company at https://beacontrustee.co.in/
The Board has been in a position to identify element of risk(s) associated with the operation and functioning
of the Company and basis which the Company does not see any threats towards the existence of the
Company.
The following are the Directors and KMPs of the Company as on 31st March 2025:
|
DIN/ PAN |
Name of Director/KMPs |
Designation |
|
07224752 |
Mr. Pratapsingh 1 Nathani |
Chairman & Managing |
|
08484318 |
Mr. Sanjay Bhasin |
Non-Executive Non¬ |
|
08253225 |
Mr. Sanjay Sinha |
Independent Director |
|
08394150 |
Mr. Paulraj Vasan |
Independent Director |
|
02901117 |
Mr. Kaustubh Kiran Kulkarni |
Executive Director |
|
02630074 |
Mrs. Bhoomika Aditya Gupta |
Independent Director |
|
BITPD5847A |
Mrs. Sneha Brijesh Patel |
Chief Financial Officer |
|
AYNPT2360H |
Ms. Pratibha Tripathi |
Company Secretary |
A brief profile of the Directors is available at the Companyâs website at https://beacontrustee.co.in/. The
composition of the Board is in conformity with the Act and consists of a combination of Executive and Non¬
Executive Directors and not less than l/3rd of the Board comprising of Independent Directors as required
under the Act.
During the year, there were no changes in the Board of Directors and Key Managerial Personnel of the
Company. Further, since no Independent Director has been appointed on the Board during the F.Y 2024-25,
the Board is not required to provide a statement with regard to integrity, expertise and experience (including
the proficiency) of the independent directors.
Further, in terms of the provisions of section 152 of the Companies Act, 2013, Mr. Sanjay Bhasin, Non¬
Executive Non-Independent Director of the Company retires by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting.
The annual evaluation of the performance of the Board, its committees and of individual directors is
conducted on the basis of the inputs received from all the Directors of the Company with respect to the
effectiveness of Board processes, information flow, frequency of meetings and functioning etc. Further, a
meeting of the Independent Directors was conducted to review the performance of the Board as a whole and
that of Non-Independent Directors.
The evaluation results were discussed at the meeting of Board of Directors. The Directors were satisfied with
the overall Board performance and effectiveness.
M/s MLR and Associates LLP, Chartered Accountants, were appointed as the Statutory Auditors of the
Company at the 9th AGM of the Company held on September 28, 2024 for a term of five years to hold office
till the conclusion of the 14th AGM of the Company to be held in the year 2029.
The Statutory Auditors have issued an unmodified opinion on the standalone and consolidated financial
statements of the Company for the year ended March 31, 2025 and the Auditor''s Report for the year under
review does not contain any qualification, reservation, adverse remark or disclaimer.
The notes on financial statements referred to in the Auditorâs Report are self-explanatory and do not call for
any further comments.
The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or
employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned
in this Report.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors in its meeting held on January 17, 2025 had
appointed Mr. Sidharath Jain, Practicing Company Secretary (Membership No.: A70075 | CoP No. 26261), as
Secretarial Auditor of the Company for the financial year 2024-25.
The Secretarial Audit Report for the financial year is annexed as Annexure IV to this report in the prescribed
form MR-3 pursuant to the provisions of Section 204 of the Act.
The Secretarial Auditorsâ Report for the Financial year 2024-25 does not contain any qualification,
reservation or adverse remark except for:
1. Filing of e-forms with Ministry of Corporate Affairs (âMCAâ) beyond prescribed time with additional fees.
2. Delay in disclosure of the administrative warnings issued by SEBI, Compliance Certificate under SEBI
(PIT) Regulations 2015 from the Company Secretary for the quarter ended June 24, Schedule of Investor
Meet, etc to the Stock Exchange.
3. Non-publication of Newspaper Advertisement immediately on completion of despatch of notices for the
Annual General Meeting held on 28/09/2024 as required by Section 101 of the Companies Act 2013 read
with Rule 20 of Companies (Management & Administration) Rules,2014.
4. Non-disclosure to Stock Exchange â RTA Certificate under Regulation 74(5) of SEBI (Depositories &
Participants) Regulations, 2018 for the quarter ended June 2024.
The Company acknowledges the importance of regulatory compliance and is committed to upholding the
highest standards of corporate governance. Moving forward, every reasonable effort will be made to ensure
full compliance with all applicable laws, rules, and regulations. The Company is also instituting necessary
measures to prevent any recurrence of such lapses. We remain committed to complying with the law in both
letter and spirit and to conducting our operations as a responsible and accountable corporate citizen.
Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies
(Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules
made thereunder (including any statutory modification(s) or enactment thereof for the time being in force),
and on the recommendation of Audit Committee, M/s Sudhir Kedia & Co. (FRN: 0116063W, Membership No.
100486) were appointed as the Internal Auditor of the company to conduct an Internal Audit of the functions
and activities of the company for the Financial Year 2024-25 at such remuneration as may be fixed by the
Board of Directors / Audit Committee.
The Central Government has not mandated maintenance of cost records as required under section 148(1) of
the Companies Act, 2013, in relation to the business operations of the Company.
Your Companyâs CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A
brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure II of this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
In accordance with the requirements of Section 135 of the Act, and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the Company has formulated a CSR Policy, which is available on the
website of the Company at https://beacontrustee.co.in/wpcontent/uploads/investor/csr_policv_beacon.pdf.
In accordance with the provisions of Section 135 of the Companies Act, 2013, the unspent CSR amount
pertaining to the financial year 2023-24 was transferred to a
a fund specified under Schedule VII as per the second proviso to sub-section (5) of Section 135, viz. Prime
Ministers National Relief Fund on September 10, 2024 which was within the prescribed period of six months
of the end of FY 2023-24, i.e., 30th September 2024.
The Company has already taken steps to prevent any recurrence of such shortfalls in CSR Expenditure in the
future. The entire process, including timely determination of CSR Expenditure obligations, selection of
projects, implementation, and monitoring of the utilization of prescribed CSR Expenditure during respective
financial years, is being strengthened.
The Company has already taken steps to prevent any recurrence of such shortfalls in CSR Expenditure in the
future. The entire process, including timely determination of CSR Expenditure obligations, selection of
projects, implementation, and monitoring of the utilization of prescribed CSR Expenditure during respective
financial years, is being strengthened.
The Annual Report on CSR activities for the financial year ended March 31, 2025, including the reasons for
the unspent CSR amount if any; is attached as Annexure-ll to this Report.
The Auditors of the Company has not reported any frauds under sub-section (12) of Section 143 other than
those which are reportable to the Central Government and hence the details in this regard are not applicable.
During the year under review, the Company has not made any application nor any proceeding pending
against the Company under the Insolvency and Bankruptcy Code, 2016.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
There has been no instance of one-time settlement with Bank and hence, the disclosure regarding difference
in valuation is not required.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE
No significant or material order has been passed by any Regulator, Court or Tribunal during the financial
year ended 31st March 2025 which could impact the going concern status and companyâs operations in
future.
The Company has not accepted any deposit covered under section 73 to 76 of Companies Act, 2013 and
hence it is not applicable.
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of NSE Limited. Pursuant to
Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance
with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub
regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 shall not apply.
Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed
for the best corporate governance practices.
The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the
financial year ended on March 31, 2025.
The Company has Compiled with the applicable requirements as prescribed under the Secretarial Standards
on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the relevant provisions
of the Companies Act, 2013 and Circulars/Notifications issued by Ministry of Corporate Affairs in this regard.
As per Section 134(5)(e) of the Act, the Directors have an overall responsibility for ensuring that the
Company has implemented a robust system and framework of internal financial controls. The Company had
already developed and implemented a framework for ensuring internal controls over financial reporting.
During the year under review, such controls were tested and no reportable material weakness in the design
or operation were observed.
As required under section 134(5) of the Companies Act, 2013, the Directors confirm that:-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any;
(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; and
(e) the directors had laid down the 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.
It is the continuous endeavor of the Company to create and provide an environment to all its employees that
is free from discrimination and harassment including sexual harassment.
Following is the constitution of the Internal Committee:
|
Sr. No. |
Post of Committee |
Employee Name |
Mobile Number |
E-mail id |
|
1 |
Presiding Officer |
Ms. Veena Nautiyal |
9324724945 |
veena® beacontr |
|
2 |
Member |
Ms. Sneha Patel |
9324724956 |
sneha®beacontr ustee.co.in |
|
3 |
Member |
Ms. Sonal More |
7208967015 |
sonal@beacontru stee.co.in |
|
4 |
External Member |
Ms. Swati Nivalkar |
9967616230 |
ssn iva 1 ka r® red iff |
During the period ended 31st March, 2025, no complaints pertaining to sexual harassment was received by
the Company. The Company has duly constituted Internal Complaints Committee as required under
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
following is a summary of sexual harassment complaints received and disposed of during the year 2024-25:
|
Particulars |
Number of Complaints |
|
Number of complaints received |
NIL |
|
Number of complaints disposed off |
NIL |
|
Number of cases pending for more than |
Not Applicable |
We also hereby confirm that during the year under review the Company has duly complied with the
provisions of the Maternity Benefit Act 1961.
The information required under Section 197 of the Companies Act, 2013 and the Rules made thereunder are
annexed to this Report as Annexure III.
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing
Regulationsâ), is presented in a separate section, forming part of the Annual Report.
Your Directors take this opportunity to place on record their gratitude to the Statutory Authorities, Employees,
Bankers and Consultants for their valuable support and co-operation during the period under review.
On behalf of the Board of Directors of
Beacon Trusteeship Limited
Kaustubh Kulkarni Pratapsingh Nathani
Date : 25/07/2025 Director Chairman & Managing Director
Place: Mumbai DIN: 02901117 DIN: 07224752
Mar 31, 2024
Your Directors have pleasure in presenting the 9th Annual Report of your Company together with the Audited Financial Statements for the year ended 31 st March 2024:
(Amt in lakhs)
|
Standalone Results |
Consolidated Results |
|||
|
Particulars |
2023-24 |
2022-23 |
2023-24 |
2022-23 |
|
Total Income |
2,091.20 |
1572.36 |
2091.20 |
1,572.36 |
|
Less: Total Expenses |
1,380.28 |
1037.82 |
1380.28 |
1,037.82 |
|
Profit Before Tax |
710.92 |
534.54 |
712.63 |
536.37 |
|
Less: Tax Expenses |
||||
|
Current Tax |
194.52 |
146.45 |
194.52 |
146.45 |
|
Short/(Excess) Provision of tax of earlier years |
-- |
(13.49) |
-- |
(13.49) |
|
Profit After Tax |
516.40 |
401.58 |
518.11 |
403.41 |
During the year under review, the Company has executed in aggregate 589 transactions as against 434 transactions in the corresponding previous year. The revenue from operation was Rs. 1,991.56 Lakhs (previous year Rs. 1,480.55 Lakhs). The Profit after tax is Rs. 516.40 (previous year Rs. 401.58 Lakhs). The earning per share is Rs. 3.64 (previous year Rs. 13.30).
In order to conserve resources for operations, the Directors do not recommend any dividend for the year under review.
The Company is engaged in the business of Trusteeship Servies viz. Debenture / Bond Trusteeship, Security Trusteeship, Safe Keeping, Securitization, Management of Speical Purpose Vehicle (SPVs), Managing Trust and allied services and is registered with the Securities and Exchange Board of India (SEBI) under the SEBI (Debenture Trustees) Regulations, 1993, as amended from time to time. There has been no change in nature of business of the Company during the year.
During the year, no amount is proposed to be transferred to the General Reserve from the Surplus.
As on March 31, 2024 the authorised share capital of the Company is Rs. 20,00,00,000 divided into 2,00,00,000 Equity Shares of Rs.10 each. The issued, subscribed and paid-up capital of the Company is Rs. 14,19,29,130 divided into 1,41,92,913 Equity Shares of Rs. 10 each.
During the year under review, there was following change in the share capital of the company:
a) Increase in authorised share capital form Rs. 8,00,00,000 (Rupees Eight Crore) divided into 80,00,000 (Eighty Lakh) equity share of Rs. 10 each to Rs. 20,00,00,000 (Rupees Twenty Crore) divided into 2,00,00,000 (Two Crore) Equity shares of Rs. 10 (Rupees Ten) each.
b) Issued and allotted of 1,11,73,144 (One Crore Eleven Lakh Seventy-Three Thousand One Hundred Forty-Four) Equity Shares of Rs. 10 each, as Bonus Shares, fully paid-up, on 7th February 2024
The Annual Return of the Company has been placed on the website of the Company -https://beacontrustee.co.in/ in compliance with the provisions of section 134(3)(a) read with section 92(3) and the Rules made thereunder.
During the year under review, the Company has not raised money through borrowing from banks and/or financial institutions. Further, there has been no instance of one-time settlement with the Bank and hence, the disclosure regarding difference in valuation is not required.
The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. The Directors of the Company duly met Five (5) times during the year, all the Board Meetings were conducted in due compliance with the Companies Act, 2013 and Secretarial Standards on Board Meeting.
The following Meetings of the Board of Directors were held during the Financial Year 2023-24:
|
Sr, No. |
Date of Board Meeting |
Board Strength |
Number of Directors Present |
|
1. |
15th May, 2023 |
7 |
7 |
|
2. |
31st July 2023 |
7 |
7 |
|
3. |
31st October 2023 |
5 |
5 |
|
4. |
3rd February, 2024 |
6 |
3 |
|
5. |
7th February, 2024 |
6 |
4 |
Attendance of Directors at Board Meetings held during the Financial Year 2023-24 are:
|
Date of Board Meeting |
Pratapsingh Nathani |
Sanjay Sinha |
Sanjay Bhasin |
Kaustubh Kulkarni |
Vasan Paulraj |
Bhoomika Gupta |
Satishchandra Kalani |
Ashok Kumar Motwani |
|
15th May, 2023 |
Y |
Y |
Y |
Y |
Y |
NA |
Y |
Y |
|
31st July 2023 |
Y |
Y |
Y |
Y |
Y |
NA |
Y |
Y |
|
31st October 2023 |
Y |
Y |
Y |
Y |
Y |
NA |
NA |
NA |
|
3rd February, 2024 |
Y |
N |
N |
Y |
Y |
N |
NA |
NA |
|
7th February, 2024 |
Y |
N |
N |
Y |
Y |
Y |
NA |
NA |
The Board has constituted the following Committees:
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee
The Company has duly constituted the Audit Committee pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Audit Committee:
|
Sr. No. |
Name |
DIN |
Category |
|
1. |
Mr. Vasan Paulraj |
08394150 |
Independent Director |
|
2. |
Mr. Pratapsingh Indrajitsingh Nathani |
07224752 |
Chairman & Managing Director |
|
3. |
Mrs. Bhoomika Aditya Gupta |
02630074 |
Independent Director |
The following Meetings of the Audit Committee were held during the Financial Year 202324:
|
Sr. No. |
Date of Committee meetings |
Committee Strength |
Number of Members Present |
|
1. |
7th February, 2024 |
3 |
3 |
The Company has duly constituted the Nomination and Remuneration Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Nomination and Remuneration Committee:
|
Sr. No. |
Name |
DIN |
Category |
|
1. |
Mr. Sanjay Sinha |
08253225 |
Independent Director |
|
2. |
Mr. Sanjay Bhasin |
08484318 |
Independent Director |
|
3. |
Mr. Vasan Paulraj |
08394150 |
Independent Director |
The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2023-24:
|
Sr. No. |
Date of Committee meetings |
Committee Strength |
Number of Members Present |
|
1. |
7th February, 2024 |
3 |
2 |
The Company has duly constituted the Stakeholders Relationship Committee pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The following Directors are members of Stakeholders Relationship Committee:
|
Sr. No. |
Name |
DIN |
Category |
|
1. |
Mr. Vasan Paulraj |
08394150 |
Independent Director |
|
2. |
Mr. Pratapsingh Indrajitsingh Nathani |
07224752 |
Chairman & Managing Director |
|
3. |
Mr. Kaustubh Kiran Kulkarni |
02901117 |
Independent Director |
The following Meetings of the Stakeholders Relationship Committee were held during the Financial Year 2023-24:
|
Sr. No. |
Date of Committee meetings |
Committee Strength |
Number of Members Present |
|
1. |
7th February, 2024 |
3 |
3 |
The details of Investments, Loans & Advance, Guarantees or Securities, if any, made during the year under review, are provided under the financial statements of the Company.
All related party transactions entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013. The details of related party transactions are provided in Form AOC-2 as Annexure-I to this Report.
Particulars with respect to conservation of energy etc. required as per Section 134(3)(m) of the Companies Act, 2013, are not applicable to the Company.
The foreign exchange earnings and outgo during the period was NIL.
The Company has one Associate Company as detailed hereunder:
|
Name of Associate Company |
Date of becoming Associate |
% Shareholding |
|
Beacon Payroll & Benefits Private Limited (CIN -U93090MH2018PTC311929) |
16th July 2018 |
49% |
A statement containing salient features of the financial statement of the said Associate Company is provided in Form AOC-1 attached to the financial statements.
After the closure of financial year but before signing of this Report, the Company has acquired 100% stake of Beacon Investor Holdings Private Limited (formerly known as BEACON RTA SERVICES PRIVATE LIMITED) form Mr. Pratapsingh I Nathani, Director of the Company, at an aggregate consideration of Rs. 1,00,000 (Rupees One Lakh). Accordingly, Beacon Investor Holding Private Limited has become wholly-owned subsidiary of the Company effective 5th April, 2024.
We are Pleased to inform you that the Company had made an Initial Public Offer of 54,20,000 Equity Shares of Rs, 10 each for cash price of Rs. 60/- each, (including the share premium of Rs. 50/- per Equity Share) aggregating to Rs. 3,252.00 Lakhs, comprising the Fresh Issue of 38,72,000 Equity shares aggregating to Rs. 2323.20 Lakhs and the Offer for Sale 15,48,000 Equity shares aggregating to Rs. 928.80 Lakhs vide red herring prospectus dated May 20, 2024 on the SME platform of the National Stock Exchange of India Limited i.e. NSE EMERGE.
The Equity Shares of the Company got listed on the NSE Emerge with effect from June 04, 2024.
The Board has duly identified risk(s) associated with the operation and functioning of the Company. The Board of Directors of the Company reviews the operation and financial position, from time to time.
The Board of Directors of the Company is duly constituted. The following are the Directors and KMPs of the Company as on 31 st March 2024:
|
DIN/ PAN |
Name of Director/KMPs |
Designation |
|
07224752 |
Mr. Pratapsingh I Nathani |
Chairman & Managing Director |
|
08484318 |
Mr. Sanjay Bhasin |
Non-Executive Non-Independent Director |
|
08253225 |
Mr. Sanjay Sinha |
Independent Director |
|
08394150 |
Mr. Paulraj Vasan |
Independent Director |
|
02901117 |
Mr. Kaustubh Kiran Kulkarni |
Executive Director |
|
02630074 |
Mrs. Bhoomika Aditya Gupta |
Independent Director |
|
BITPD5847A |
Mrs. Sneha Brijesh Patel |
Chief Financial Officer |
|
AYNPT2360H |
Ms. Pratibha Tripathi |
Company Secretary |
During the year, there were following changes in the Board of Directors and Key Managerial Personnel of the Company:
a) Change in Designation of Mr. Vasan Paulraj as Professional & Non-Executive Director w.e.f. 15th May, 2023.
b) Cessation of Mr. Satishchandra Kalani as an Independent Director w.e.f. 31st August, 2023.
c) Cessation of Mr. Ashok Kumar Motwani as Director w.e.f. 20th October, 2023.
d) Appointment of Mrs. Bhoomika Gupta as an Additional Director w.e.f. 1st November, 2023.
e) Change in Designation of Mr. Vasan Paulraj as an Independent Director w.e.f. 1st November, 2023.
f) Appointment of Mrs. Sneha Brijesh Patel as Chief Financial Officer w.e.f. 1st November, 2023.
g) Appointment of Ms. Pratibha Tripathi as Company Secretary of the Company w.e.f. 1st November, 2023.
h) Change in Designation of Mrs. Bhoomika Gupta as an Independent Director w.e.f. 1st November, 2023.
The reappointment of Pratapsingh Nathnai (DIN : 07224752) as chairman and managing director of the company whose office will be liable to determination by , retirement by rotation, for a period of five (05) years with effect from November 01, 2024 till October 31,2029
Further, in terms of the provisions of section 152 of the Companies Act, 2013, Mr. Kaustubh Kulkarni retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.
The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013.
Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/s P V K & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of five years till the conclusion of 9th AGM to be held for the year ended 31st March, 2024.
The Board of Directors of the Company recommends appointment of M/s MLR and Associates LLP, Chartered Accountants, for a term of five years from the conclusion of the 9th AGM till the conclusion of 14th AGM of the Company, to be held for the year ended 31st March, 2029.
There is no reservation and qualification marked by Statutory Auditor in his Audit Report for the financial year ended 31 st March, 2024.
The Central Government has not mandated maintenance of cost records as required under section 148(1) of the Companies Act, 2013, in relation to the business operations of the Company.
The Company met the criteria of Net Profit exceeding Rs. 5 Crore in the FY 2022-23, as prescribed under Section 135 of the Companies Act, 2013, and is thus obligated to comply with the CSR provisions during the FY 2023-24 for the first time. In accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a CSR Policy, which is available on our website at https://beacontrustee.co.in/wpcontent/uploads/investor/csr_policy_beacon.pdf.
For the FY 2023-24, the Company was required to spend Rs. 7.89 Lakhs, equivalent to 2% of the average net profits of the last three financial years, as CSR Expenditure. The entire prescribed CSR Expenditure of Rs. 7.89 Lakhs was allocated to certain non-ongoing projects. In the absence of an internal CSR implementation team, the Company appointed Prasana Social Welfare Foundation (PSWF) (CSR Registration No CSR00068315) as its Implementing Agency.
A sum of Rs. 7.90 Lakhs was paid to PSWF in 2023 2024 for utilization towards the selected CSR projects of the Company. However, due to certain unavoidable circumstances, PSWF could not spend any amount out of the aforesaid CSR funds of the Company by 31 st March 2024. This resulted in a shortfall of CSR Expenditure amounting to Rs. 7.89 Lakhs for FY 2023-24. The Company has initiated necessary steps to refund the entire amount paid to the Implementing Agency towards the prescribed CSR Expenditure amount for FY 2023-24. Since the unspent CSR amount relates to non-ongoing projects, the Company will transfer the same to a fund specified under Schedule VII as per the second proviso to sub-section (5) of Section 135, within six months of the end of FY 2023-24, i.e., by 30th September 2024.
The Company has already taken steps to prevent any recurrence of such shortfalls in CSR Expenditure in the future. The entire process, including timely determination of CSR Expenditure obligations, selection of projects, implementation, and monitoring of the utilization of prescribed CSR Expenditure during respective financial years, is being strengthened.
The Annual Report on CSR activities for the financial year ended March 31,2024, including the reasons for the unspent CSR amount, is attached as Annexure-II to this Report.
The Auditors of the Company has not reported any frauds under sub-section (12) of Section 143 other than those which are reportable to the Central Government and hence the details in this regard are not applicable
During the year under review, the Company has not made any application nor any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.
No significant or material order has been passed by any Regulator, Court or Tribunal during the financial year ended 31 st March 2024.
The Company has not accepted any deposit covered under section 73 to 76 of Companies Act, 2013 and hence it is not applicable.
The Company has Compiled with the applicable requirements as prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the relevant provisions of the Companies Act, 2013 and Circulars/Notifications issued by Ministry of Corporate Affairs in this regard.
As required under section 134(5) of the Companies Act, 2013, the Directors confirm that:-
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
(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; and
(e) 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.
It is the continuous endeavor of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.
During the period ended 31st March, 2024, no complaints pertaining to sexual harassment was received by the Company. The Company has duly constituted Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-24:
|
Particulars |
Number of Complaints |
|
Number of complaints received |
NIL |
|
Number of complaints disposed off |
NIL |
Your Directors take this opportunity to place on record their gratitude to the Statutory Authorities, Employees, Bankers and Consultants for their valuable support and cooperation during the period under review.
Place: Mumbai Chairman & Managing Director
DIN: 07224752
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