Your Directors are pleased to present before you their 38^th Annual Report on the business and operations of
the Company together with the Audited Statements of Accounts for the Financial Year ended 31^st March,

2024.

1. Financial Summary or Highlights/ Performance of the Company (Standalone):

The Company’s financial performance for the year under review along with previous year’s figures is
summarized hereunder on the Standalone basis financial statements of the company.

The Company’s financial performance for the year under review along with previous year’s figures is
summarized hereunder on the consolidated basis financial statements of the company.

1. Financial Performance (Amounts below are Rs. in ’000)

The Company has not carried out any major business during the year under review. On a Standalone basis, the
total Income from operations of the Company is Rs. 36,604.15/- for the current year as compared to Rs.
26,280.82/- in the previous year. The Company has earned profit of Rs. 32,988.20/- in the current year as
compared to net profit of Rs. 23,793.40/- in the previous year.

On a Consolidated basis, the total Income from operations of the Company is Rs. 36,604.16/- for the current
year as compared to Rs.26, 280.83/- in the previous year. The net profit for the year under review amounted to
Rs.32, 909.58/- in the current year as compared to net profit of Rs. 23,737.75/- in the previous year.

2. Business Review/State of the company’s affairs

During the year under review, the Company has not changed its nature of business.

3. Dividend

The Board of Directors of the Company has not recommended any dividend on the equity shares of the
Company for the financial year under review.

4. Reserves

During FY 2023-24, no amount has been transferred to the general reserves/ retained earnings of the Company.

5. Share Capital

During the year under review, the Company has not allotted any Equity Shares on rights/ preferential/ private
placement basis.

As on 31^st March, 2024, the issued, subscribed and paid up share capital of Company stood at Rs.
7,50,00,000/- comprising of 75,00,000 Equity shares of Rs.10/- each.

A. Disclosure regarding Issue of Equity Shares with Differential Rights:

During the year under review, the Company has not issued any equity shares with differential rights.

B. Disclosure regarding issue of Employee Stock Options:

During the year under review, the Company has not provided any Stock Option Scheme to the employees.

C. Disclosure regarding issue of Sweat Equity Shares:

During the year under review, the Company has not issued any Sweat Equity Shares.

D. Disclosure regarding Buy back of shares:

During the year under review, the Company has not bought back any shares.

E. Disclosure regarding issue of Bonus Shares:

During the year under review, the Company has not issued any bonus shares.

6. Details of directors or key managerial personnel who were appointed during the year:

(i) Retiring by rotation:

Ms.Rekha Jatin Sarvaiya (holding DIN 00046128), Director of the Company, will retire by rotation at the
ensuing Annual General Meeting and being eligible offers herself for reappointment.

Brief profile of the Directors proposed to be reappointed as required under Regulation 36 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part of the
Notice convening the Annual General Meeting.

(ii) Declaration by Independent Directors:

Pursuant to Section 149 (7) of the Companies Act, 2013 (“the Act”) read with the Companies
(Appointment and Qualifications of Directors) Rules, 2014, the Company has received declarations from
all the Independent Directors of the Company confirming that they meet the 'criteria of Independence' as
prescribed under Section 149 (6) of the Act and have submitted their respective declarations as required
under Section 149 (7) of the Act and the Listing Regulations.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in
the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

(iii) Familiarization programme for Independent Director:

The Company proactively keeps its Directors informed of the activities of the Company, it's Management
and operations and provides an overall industry perspective as well as issues being faced by the industry in
the Familiarization programme conducted for the Independent Directors of the Company. The
Familiarization programme is available on the website of the Company at www.tifil.in

(iv) Key Managerial Personnel:

In terms of the provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following
employees were holding the position of Key Managerial Personnel ('KMP') of the Company as on March
31, 2024:

Rekha Jatin Sarvaiya Director

Nagesh Vinayakrao Kutaphale Director

Dharmesh Doshi Director

Ms. Namrata Maheswari Company Secretary

7. Committees of Board:

As on March 31^st 2024, the Company has following Statutory Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

The Board decides the terms of reference for these companies. Minutes of meetings of the Committees are
placed before the Board for information. The details as to the composition, terms of reference, number of
meetings and related attendance, etc. of these Committees are provided in detail, in the Corporate Governance
Report which forms a part of this Annual Report.

8. Compliances of applicable Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating
effectively.

9. Meetings of the Board and its Committee:

A calendar of Meetings is prepared and circulated in advance to the Directors During the Financial Year 2023¬
24, 4 (Four) Meetings of the Board of Directors were held. The details of the meetings of the Board of Directors
of the Company convened during the Financial Year 2023-24 are summarized below:

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Committees of the Board

As on 31st March, 2024, the Board has 3 (Three) Committees: Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. During the year, all recommendations
made by the committees were approved by the Board. The composition and terms of reference of all the
Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and Listing
Regulations.

a) Audit Committee

i) Terms of Reference:

Your Company has constituted an Audit Committee with its composition, quorum, powers, roles and
scope in line with the applicable provisions of the Act and Listing Regulations. During the financial year
under review, the Audit Committee reviewed the internal controls put in place to ensure that the accounts
of your Company are properly maintained and that the accounting transactions are in accordance with
prevailing laws and regulations. In conducting such reviews, the Committee found no material discrepancy
or weakness in the internal control system of your Company. The Committee has also reviewed the Policy
and procedures for assessing and managing the risks.

During the financial year under review, all recommendations made by the Audit Committee were accepted
by the Board.

ii) Meetings of the Committee:

The Company has a qualified and independent Audit Committee, and its composition is in line with the
applicable provisions of Section 177 of the Act and Regulation 18 of Listing Regulation.

During the Financial Year 2023-24, the Committee met 4 (four) times i.e. on 30th May, 2023, 11^th August,
2023, 08^th November, 2023 and 12nd February, 2024 and the time gap between two consecutive Meetings
did not exceed one hundred and twenty days.

b) Nomination and Remuneration Committee (NRC)
i) Terms of Reference:

Your Company has constituted a Nomination and Remuneration Committee with its composition,
quorum, powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations.

Meetings of the Committee:

The Company has a qualified and independent Nomination & Remuneration Committee, and its
composition is in line with the applicable provisions of Section 178 of the Act and Regulation 19 of
Listing Regulation.

During the Financial Year 2023-24, the NRC committee met 4 (four) times i.e. on 30th May, 2023, 11^th
August, 2023, 08^th November, 2023 and 12nd February, 2024

The Nomination and Remuneration Committee has adopted a Policy which inter-alia includes the manner
of selection of the Board of Directors and Key Managerial Personnel along with criteria for providing
remuneration. This Policy is available on the Website of the Company at www.tifil.in

c) Stakeholder’s Relationship Committee

Your Company has constituted a Stakeholder Relationship Committee with its composition, quorum,
powers, roles and scope in line with the applicable provisions of the Act and Listing Regulations.

During the year 2023-24, the Stakeholder Relationship Committee met 4 (four) times i.e. on 30th May, 2023,
11th August, 2023, 08th November, 2023 and 12nd February, 2024

Contact details of the Compliance Officer / Company Secretary

The Company has a qualified and independent Stakeholder Relationship Committee, and its composition is
in line with the applicable provisions of Regulation 20 of Listing Regulation.

d) Meeting of Independent Directors:

The Independent Directors met once on 12nd February, 2024 to evaluate the Board and assess the
functioning of the Board.

10. Listing with Stock Exchanges

At Present, the Equity shares of the Company are listed at BSE Limited.

11. Dematerialization of Shares:

97.40% of the Company’s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2024 and balance
2.60 % is in physical form. The Company’s Registrar and Transfer Agent is Link Intime India Private Limited having
their registered office at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai - 400 083.

12. Appointment and Remuneration

a. Criteria for appointment:

i. NRC shall identify, ascertain and consider the integrity, qualification, expertise and experience of the
person for the appointment as a Director of the Company and recommend to the Board his / her
appointment. The Directors shall uphold ethical standards of integrity and probity and shall exercise
their duties and responsibilities in the interest of the Company.

ii. A person proposed to be appointed as Director should possess adequate qualification, expertise and
experience for the position he / she is considered for appointment. They shall possess appropriate
core skills/ expertise/competencies/ knowledge in one or more fields of finance, law, management,
sales and marketing, administration, research and in the context of business and/or the sector in
which the company operates. The NRC has the discretion to decide whether qualifications,
expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

iii. The Company shall comply with the provisions of the Act and Listing Regulations and any other laws
if applicable for appointment of Director of the Company. The Company shall ensure that provisions
relating to limit of maximum directorships, age, term etc. are complied with.

b. Remuneration of the Whole Time /Executive Director(s) / Managing Director:

i. The remuneration including commission payable to the Whole Time /Executive Director(s) /
Managing Director shall be determined and recommended by the NRC to the Board for approval.

ii. While determining the remuneration of the Executive Directors, following factors shall be considered
by the NRC/Board:

• Role played by the individual in managing the Company including responding to the challenges
faced by the Company •

• Individual performance and company performance so that remuneration meets appropriate
performance benchmarks •

• Reflective of size of the Company, complexity of the sector/ industry/company’s operations and
the Company’s financial position •

• Consistent with recognized best industry practices. •

• Peer remuneration •

• Remuneration involves balance between fixed and incentive pay reflecting performance objectives
appropriate to the working of the Company and its goals.

• Remuneration is reasonable and sufficient to retain and motivate directors to run the company
successfully.

c. Remuneration to Non- Executive / Independent Directors:

Sitting Fees: Independent Directors are entitled for sitting fees for attending meetings of the Board or
Committee of the Board or for any other purposes as may be decided by the Board, of such sum as
may be approved by the Board of Directors of the Company within the overall limits prescribed under

the Act and the rules made thereunder, Listing regulations or other applicable law.

13. Annual Evaluation of Board Performance and its Committee and Individual Directors:

Criteria of performance evaluation of the Board Committees and Directors are laid down by Nomination and
Remuneration Committee (NRC) of the Company. Further, pursuant to the provisions of Section 178(2) of the
Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017, NRC decided to continue the
existing method of performance evaluation through circulation of performance evaluation sheets based on
SEBI Guidance Note dated 5th January, 2017 and that only Board should carry out performance evaluation of
the Board, its Committees and Individual Directors.

The performance evaluation sheets based on aforesaid SEBI Guidance Note, containing the parameters of
performance evaluation along with rating scale was circulated to all the Directors. The Directors rated the
performance against each criteria. Thereafter, consolidated score was arrived. Pursuant to the provisions of the
Companies Act, 2013 and Listing Regulations, the Board has carried out performance evaluation of its own,
evaluation of working of the Committees and performance evaluation of all Directors in the said manner. The
performance of the Board, committees and individual directors was found satisfactory.

14. Extract of Annual Return

Pursuant to the provisions of Sections 134(3)(a) and 92(3) of the Act read with Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company’s website
at www.tifil.in

15. Directors Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the
best of their knowledge and belief and according to the information and explanations obtained by them, state
and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable

Accounting standards have been followed along with proper explanation relating to material

departures;

b) The Directors have selected such accounting policies as mentioned in the notes to the Financial

Statements for the year ended 31^st March, 2024 have been selected 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 affair of the company as at 31^st March, 2024 and of the profit and loss of the company
for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting
records in accordance with the provision of the Companies Act 2013 safeguarding the assets of the
company and preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual financial statements for the year ended 31st March, 2024 on a
going concern basis;

e) They have laid down internal financial controls, which are adequate and are operating effectively;

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems are adequate and operating effectively.

16. Management Discussion and Analysis

Pursuant to Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report

containing information inter-alia on industry trends, your Company’s performance, future outlook,
opportunities and threats for the year ended 31st March, 2024, is provided in a separate section forming
integral part of this Annual Report.

17. Disclosure Relating to Subsidiary Companies/ Associate Companies/ Joint Ventures:

The Company doesn’t have any Joint Venture or Associate company and hence doesn’t require any reporting for
the same. The Company has one subsidiary as on March 31, 2024, M/s. Triumph Retail Broking Services Ltd.
There has been no material change in the nature of the business of the subsidiary. There is no major business
carried out in the subsidiary company.

Pursuant to first proviso to sub-section (3) of section 129 read with Rule 5 of Companies (Accounts) Rules, 2014,
Form AOC-1 is annexed to this report as “Annexure 1”.

18. Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 every Company having net worth of Rs. 500 Crores or
more or Turnover of Rs.1,000 Crores or more or Net Profit of Rs. 5 Crores is required to constitute CSR
committee.

However, your Company has not developed or implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable to the Company.

19. Human Resources

Your Company treats its “human resources” as one of its most important assets. Your Company continuously
invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide
focused people attention are currently underway. Your Company thrust is on the promotion of talent internally
through job rotation and job enlargement.

20. Disqualification of Directors

During the year under review, the Company has received Form DIR-8 from all Directors as required under the
provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and
debarred from holding the office of a Director.

21. Vigil Mechanism

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and
employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation
of the company's code of conduct or ethics policy. The Vigil Mechanism Policy has been uploaded on the
website of the Company at www.tifil.in

22. Particulars of Employees:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. Particulars of Contracts or Arrangements with Related Parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to
in sub-section (1) of section 188 of the Companies Act, 2013 were on arm’s length basis and in the ordinary
course of business and shall be disclosed in Form No. AOC-2. (“Annexure 2”). Prior approval of Audit
Committee is obtained for all Related Party Transactions. A statement of all Related Party Transactions is
reviewed by the Audit Committee and Board on quarterly basis. Further, the related party transactions are also
provided in the notes to the financial statements.

24. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies
Act, 2013 are given in the Notes to the Financial Statements.

25. 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:

Your company understands that risk evaluation and risk mitigation is a function of the board of directors of the
company. The Board is fully committed to developing a sound system for identification and mitigation of
applicable risks—viz., systemic and non-systemic—on a continuous basis. The board is of the opinion that at
present, there are no material risks that may threaten the very existence and functioning of your company.

26. Safeguard at workplace

The management takes due care of employees with respect to safeguard at workplace. Further, no complaints are
reported by any employee pertaining to sexual harassment and hence no complaint is outstanding as on
31/03/2024 for redressal. There was no case filled during the year, under the sexual harassment of women at
workplace (Prevention, Prohibition & Redressal) Act, 2013. Further Company ensures that there is a healthy and
safe atmosphere for every women employee at the workplace and made the necessary policies for safe and secure
environment for women employee.

Complaints as on 01.04.2023: NIL
Complaints filed during the Financial Year: NIL
Complaints as on 31.03.2024: NIL.

27. Details of significant & material orders passed by the regulators or courts or tribunal impacting the
going concern status and company’s operation in future

During the year under review there was no such orders passed by the regulators or courts or tribunals impacting
the going concern status and company’s operations in future.

28. Finance & Accounts

The Company is having adequate resources at its disposal to meet its business requirements and for efficient
conduct of business. The Company has not raised any funds by issue of any securities during the year.

Your company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed
under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards)
Rules, 2015. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect
in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of
affairs and loss for the year ended 31^st March, 2024.

29. Auditors & Auditors Report:

a. Internal Auditor:

The Board has not appointed any Internal Auditors for the Company for the financial year.

b. Statutory Auditor:

Pursuant to Section 139 of Companies Act, 2013 and other applicable rules there under, The members
of the Company at 37^th AGM held on 26th September, 2023 had appointed, M/s. RAWAT &
ASSOCIATES, Chartered Accountants (FRN 134109W), Mumbai, as the Statutory Auditors of the
Company for a term of 5 years and accordingly they hold their office till the conclusion of AGM to be
held in the year 2028.

Accordingly, M/s. RAWAT & ASSOCIATES, Chartered Accountants (FRN 134109W),

Chartered Accountants shall continue to be the Statutory Auditors of the Company for F.Y2023-2024

c. Auditors Report:

The observations of the Auditors in their Report have been dealt with in the notes forming part of the
accounts and other statements, which are self-explanatory.

30. Management Perception to Auditors Qualifications:

i. The auditors in para (a) of their report have made a comment on the true and fair view of the balance
sheet due to irrecoverability of the dues stating that The accounts are prepared on going concern basis
as the company has shown its intent to do business of share trading immediately, though is not able
to commence for technical reasons. Management is hopeful to recover the amount from the debtors.
Even though NSE has declared us defaulter and restricted us from broking business, company can
always on carry investment and consultancy business and earn return on its investments.

ii. The Auditors in para (b) of their Report have made a comment on the receivables from Classic Credit
Limited (CCL) and other debtors. The Company is in the process to recover from CCL and hence of
the opinion that the some settlement will take place between the company and CCL, though the exact
time period and amount recoverable are not determinable at present. The management is hopeful to
recover part of the amount.

iii. The Auditors in para (c) of their Report have made a comment on the receivables from total debtors
other than Classic Credit Limited. Some of the debtors have not paid as the company has to pay

amount to their group companies. Eventually amount recoverable and payable will be adjusted
against each other. The company is making all the effort to recover amount from the remaining
debtors and is hopeful that the amount will be recovered from them in due course.

iv. The Auditors in para (d) of their has made a comment about Rs. 3.56 Crore paid to Panther
Investrade Limited (PIL), the company was to recover from the ICICI limited as a refund of earnest
money for acquiring property. ICICI Bank paid the entire amount to the Bank of India as per the
Instruction of the DRT Order and the company is in the process to file application with DRT and of
the opinion that the company will recover the amount from PIL.

v. The Auditors in para (e) of their Report have made a comment on the dividend income received by
the company. The directors are of the opinion that dividend received on the shares held in the
company’s demat account is the income of the company as these shares are now property of the
company given that the same are adjusted against the receivable from the respective clients. No claim
has been received from any client in respect of these dividends.

vi. The Auditors in para (f) of their Report have made a general comment stating that other matters in
respect of which the amount involved is significant and in respect of which they are unable to express
an opinion about recoverability of amount, delivery of shares. In such regards, the management is
unable to give any comment as the auditor has no specific remark.

31. Deposits

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read
with the Companies (Acceptance of Deposits) Rules, 2014.

32. Internal Control Systems and their Adequacy

During the year, the Company has been scouting for a suitable professional to perform the Internal Audit
and to conduct the Internal Control activities. Due to non-availability of suitable Professional, the Company
was not able to perform the Internal Control Systems and check its adequacy.

33. Cost Auditor

Your company does not fall within the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost records & Audit) Rules, 2014, therefore no such records are required to be maintained and no
cost auditor is required to be appointed.

34. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Mrs. Kavita Raju Joshi, Practising Company Secretary,

have been appointed as Secretarial Auditors of the Company.

The Secretarial Audit Report for financial year ended March 31, 2024 is enclosed with this Report as “Annexure
3”..

Secretarial Auditors Report:

The observations of the Auditors in their Report have been dealt with in the management perception,which
are self-explanatory.

Management Perception to Secretarial Auditors Qualifications:

The Management is taking adequate measures to comply with the requisite regulations.

35. Certificate from Practicing Company Secretary on Non-Disqualification of Directors:

None of the Directors of your Company is disqualified under the provisions of Section 164(2)(a) &

(b) of the Companies Act, 2013. The Certificate as required under Part-C of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, received from Mrs. Kavita Raju Joshi,
Practicing Company Secretary (C.P. No.: 8893), certifying that, none of the Directors on the Board of the
Company, have been debarred or disqualified from being appointed or continuing as Director of the
Company by SEBI/ Ministry of Corporate Affairs or any other Statutory Authority, is enclosed with this
Report as “Annexure 4”.

36. Risk Management:

The Company has in place Risk Management System which takes care of risk identification, assessment and
mitigation. There are no risks which in the opinion of the Board threaten the existence of the Company. Risk
factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming
part of this Directors’ Report.

37. Share Transfer System

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA).
M/s Link Intime India Private Limited is your Company's RTA. All share transfer requests, demat/remat
requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. should be addressed
to the registrar and transfer agents.

38. Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required under Schedule V of the SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015 forms part of this report.

39. Annual Performance Evaluation:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and
individual directors pursuant to the provisions of the Act and Listing Regulations. The performance of the Board
was evaluated after seeking inputs from all the Directors based on criteria such as the composition of the Board
and its committee, effectiveness of board processes, information and functioning, etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Board as a
whole and the Managing Director of the Company was evaluated, taking into account the views of the Executive
Director and Non-Executive Directors.

40. 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 occurred subsequent to the close of the financial year of the Company to which the balance
sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in
market value of investments, institution of cases by or against the company, sale or purchase of capital assets or
destruction of any assets etc.

41. Code of Conduct:

The Company has adhered to a Code of Internal Procedures and Conduct for Regulating, Monitoring and
Reporting of Trading by Insiders and Code of Practices and Procedures for fair disclosure of Unpublished
Price Sensitive Information Pursuant to Regulation 8(1) of the SEBI (Prohibition of Insider Trading)
Regulations, 2015.

42. Directors Responsibility Statement

According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended 31^st March, 2024, the applicable accounting
standards read with requirements set out under Schedule III to the Act, have been followed and there are no
material departures from the same;

b) the accounting policies as selected are consistently applied and made judgments and estimates that are reasonable
and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31^st March, 2024
and of the loss of the Company for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

d) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.

43. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were
no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. The Company does not have any scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees;

c. No fraud has been reported by the Auditors to the Audit Committee or the Board.

d. There are no shares lying in demat suspense account/unclaimed suspense account. Hence no disclosure is
required to be given for the same.

e. The Company has not developed and implemented any Corporate Social Responsibility initiatives as the
provisions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social Responsibility
Policy) Rules, 2014 are not applicable.

44. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and
outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is furnished as follows:
i) Conservation of energy

ii) Technology absorption

Your Company does not carry on any business which requires or where the conservation of energy or
technology absorption is mandatorily required.

45. Foreign Exchange Earnings / Outgo

The Company has neither incurred any expenditure nor earned any income in foreign exchange

46. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there
were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

47. Details of Application made or proceeding pending under insolvency and Bankruptcy Code, 2016:

During the year under review there were no application made or any proceedings were pending under insolvency
and Bankruptcy Code, 2016.

48. Acknowledgment:

Your directors wish to thank the stakeholders of the company for their continued support and cooperation and
employees for their dedication and the excellence they have displayed in conducting the business operations of
the company..

For and on behalf of the Board
Triumph International Finance India Limited

Registered Office:

Oxford Centre 10 Shroff Lanenext to Colaba Market Colaba,

Mumbai City,Mumbai,Maharashtra,India 400005.

Chairman
Mr. Dharmesh Doshi
DIN: 02568186

Date: 06/09/2024
Place: Mumbai