Triumph International Finance India Ltd Directors Report

Dear Members,

Your directors are pleased to present before you their 39* Annual Report together with Audited Statement of Accounts (both standalone and Consolidated) of Triumph International Finance India Limited (“The Company”) for the Financial Year ended 31* March, 2025.

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

The Companys financial performance for the year under review along with previous years figures is summarized hereunder on the Standalone and Consolidated basis financial statements of the company.

-	Standalone		Consolidated
	F.Y.2024- 25	F.Y.2023- 24	F.Y.2024-25 (Amounts	F.Y.2023- 24
	(Amounts below are Rs. in 000)	(Amounts below are Rs. in 000)	below are Rs. in 000)	(Amounts below are Rs. in 000)
Revenue from operations		-
Other operational income	43,035.61	36,604.15	43,035.61	36,604.16
Increase/ Decrease in Inventory	-		-	-
Total Income	43,035.61	36,604.15	43,035.61	36,604.16
Operating costs	6,368.23	3,615.95	6,396.13	3,694.58
Profit b.efo.re	36,667.37	32,088.20	36,639.47	32,909.58
Depreciation, Interest & Tax (PBDIT)
Less: Depreciation	-	-	-	-
Profit /Loss before Interest & Tax (PBIT)	36,667.37	32,988.20	36,639.47	32,909.58
Less: Finance costs	-	-	-	-
Profit /Loss before Tax (PBT)	36,667.37	32,988.20	36,639.47	32,909.58
Less: Provision for Income			-	-
Tax (Including deferred tax)	-	-
Profit for the year	36,667.37	32,988.20	36,639.47	32,909.58
Other Comprehensive Income	-	3	-	-
Total Comprehensive	-		36,639.47	32,909.58
Income for the period		3
Basic and Diluted EPS	4.89	4.40	4.89	4.39

Financial Performance (Amounts below are Amount. 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 at 43,035.61 for the current year as compared to 36,604.15 in the previous year. The Company has eamed profit of at 36,667.37 in the current year as compared to net profit of 32,988.20 in the previous year.

On a Consolidated basis, the total Income from operations of the Company at 43,035.61 for the current year as compared to 36,604.16 in the previous year. The net profit for the year under review amounted to 36,639.47 in the current year as compared to net profit of 32,909.58 in the previous year.

Business Review/State of the companys affairs :

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

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.

Reserves:

During FY 2024-25, no amount has been transferred to the general reserves/ retained earnings of the Company.

Share Capital:

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

As on 31% March, 2025, 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:

@ Retiring by rotation:

Mzr. Dharmesh Doshi (DIN:02568186), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

Bief 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.

() 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. G Familiarization programme for Independent Director: The Company proactively keeps its Directors informed of the activities of the Company, its 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.

(@) 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 directors were holding the position of Key Managerial Personnel (KMP) of the Company as on March 31, 2025:

Rekha Jatin Sarvaiya	Director
Nagesh Kutaphale	Director
Dharmesh Doshi	Director
Ms. Namrata Maheswari	Company Secretary

7. Committees of Board:

As on March 31* 2025, 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.

Compliances of applicable Secretarial Standards:

During the year under review, the Company has complied with all the mandatory applicable secretarial standards issued by the Institute of Company Secretaries of India (ICSI).

Meetings of the Board and its Committee:

A calendar of Meetings is prepared and circulated in advance to the Directors During the Financial Year 2024-25,

6 (Six) 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 Year2024-245are summarized below:

Sr. No.	Date of Meeting	No. of Directors whoattended the Board Meetings
1.	29th May, 2024	4
2.	13th August, 2024	4
3.	06th September, 2024	4
4.	14R November, 2024	4
5.	13" February, 2025	4
6.	28* March, 2025	4

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

Committees of the Board:

As on 31st March, 2025, 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 2024-25, the Committee met 4 (four) times i.e. on 29" May, 2024, 13* August, 2024, 14th November, 2024 and 13* February, 2025 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 2 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.

Dhuring the Financial Year 2024-25, the NRC committee met (One) time ie. on 29 May, 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

CRITERIA FOR EVALUATION OF PERFORMANCE:

The Nomination and Remuneration Committee has laid down the criteria for evaluation of performance of Independent Directors and the Board.

1. Attendance and contribution at Board and Committee meetings .

2. His/her stature, appropriate mix of expertise, skills, behaviour, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align companys value and standards.

3. His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance.

4. His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions.

5. Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency.

6. Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity.

7. Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board.

8. Quality of decision making on source of raw material/procurement of roughs, export marketing, understanding financial statements and business performance, raising of finance, best source of finance, working capital requirement, Forex dealings, geopolitics, human resources etc.

9. His/her contribution to enhance overall brand image of the Company. PERFORMANCE EVALUATION

The Nomination and Remuneration Committee lays down the criteria for performance evaluation of independent directors, Board of Directors and Committees of the Board of Directors. The criteria for performance evaluation encompass the following areas relevant to their functioning as independent directors, member of Board or Committees of the Board.

* Attendance to the Board and Committee meetings, and active participation thereof.

* Flow of information to the Board.

* Experience and competencies, performance of specific duties and obligations.

* How their performance is reflected in the overall engagement of the Board and its Committees with the Company

c) Stakeholders 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 2024-25, the Stakeholder Relationship Committee met 1 (One) time i.e. on 13" August, 2024.

Contact details of the Compliance Officer / Company Secretary

Ms.Namrata Maheswari	Address:	E-mail:
	Oxford Centre	10 Shroff Lanenext to tifilbse@rediffmail.com
	Colaba Market,	Colaba, Mumbai-400005

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 28% March, 2025 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 Companys paid up Equity Share Capital is in dematerialized form as on 31* March, 2025 and balance 2.60 % is in physical form. The Companys Registrar and Transfer Agent is MUFG 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:

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. 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/orthe 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. il 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.

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

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. While determining the remuneration of the Executive Directors, following factors shall beconsidered 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/companys operations and the Companys 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.

[ 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 sumas may be approved by the Board of Directors of the Company within the overall limits prescribedunder 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:

Ciriteria 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 Companys 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, tothe 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, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; 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.

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 Companys performance, future outlook, opportunities and threats for the year ended 31st March, 2025, 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 doesnt have any Joint Venture or Associate company and hence doesnt require any reporting for the same. The Company has one subsidiary as on March 31, 2025, 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 companys code of conduct or ethics policy. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.tifil.in

223 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 arms length basis and inthe ordinary course of business and shall be disclosed in Form No. AOC-2. (“Annexure 2”). Prior approvalof 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 partytransactions 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 (if any) are given in the notes to 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:

The Company has not formulated any Risk Management Policy as the Board felt that the elements of risk threatening the Companys existence are very minimal. However, the Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. The Board is of the opinion that at present, there are no materials risks that may threaten the very existence and functioning of the Company.

26. Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is not required to constitute an Internal Complaints Committee (ICC) as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 as the number of employees is less than 10.

23 Compliance With The Maternity Benefit Act, 1961 :

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribe under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissall during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

28. Gender-Wise Composition Of Employees:

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender] composition of its workforce as on the March 31, 2025. Male Employees: 0 Female Employees: 1 Transgender Employees: 0 This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

29. Details of significant & material orders passed by the regulators or courts or tribunal impacting the going concern status and companys 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 companys operations in future.

30. Details of Significant & Material Orders Passed by the Insolvency and Bankruptcy Code, 2016 :

During the year under review there was no application or proceeding pending under the Insolvency and Bankruptcy Code, 2016.

31. Details Of Difference Between the 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:

The Company has neither availed any loan from banks or financial institution and hence there is no application being made for One Time Settlement (OTS) with any banks or financial institution during the year under review.

823 Reporting Of Frauds:

During the year under review, there have been no frauds reported by the Statutory Auditors of the Company under sub-section (12) of Section 143 of the Act.

33. Internal Financial Controls Related to Financial Statements:

The Company has an adequate system of Internal Financial Control commensurate with its size and scale of operations, procedures and policies, ensuring efficient and orderly conduct of its business, including adherence t the Companys policy, safeguarding of its assets, prevention and detection of frauds and errors, accuracy an completeness of accounting records and timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board is of the opinion that the Company has adequate Internal Financial Control System that is operating effectively during the year under review.

There were no instances of fraud which necessitates reporting of material mis-statement to the Companys operations.

34. 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 Companys state of affairs and loss for the year ended 31* March, 2025.

35. 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* 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.Y2024-2025.

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.

36. Management Perception to Auditors Qualifications:

The qualifications, reservations, adverse remark or disclaimer in Auditors Report along with Directors” comments are as follows:

37. Deposits:

Your Company has not accepted any deposits during the year within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

38. 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.

39. 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, 2025 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.

40. 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 ofthe Company, have been debarred or disqualified from being appointed or continuing as Director ofthe Company by SEBI/ Ministry of Corporate Affairs or any other Statutory Authority, is enclosed with this Report as “Annexure 4”.

41. 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.

42. Share Transfer System:

All share transfer, dematerialization and related work is managed by Registrar and Share Transfer Agent (RTA). M/s MUFG Intime India Private Limited is your Companys 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.

43. 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.

44. 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.

45. 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.

46. 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.

47. 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.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Eamings 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

() the steps taken or impact on conservation of nergy	-
ii) the steps taken by the company for utilizing, Iternate sources of energy he capital investment on energy conservation quipments	- -

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.

49. Foreign Exchange Earnings / Outgo

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

50. 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).

51. 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 Lane next to Colaba Market
,Mumbai, Maharashtra India 400005.
	Chairman
	Mr. Nagesh Vinayakrao Kutaphale
	DIN: 00245782
Date: 05/09/2025
Place: Mumbai