We have audited the accompanying standalone Ind AS financial statements of Triumph
International Finance India Limited (the “Company”), which comprise the Balance Sheet
as at 31st March, 2025, the Statement of Profit and Loss (including Other Comprehensive
Income), the Statement of Changes in Equity and the Statement of Cash Flow for the year
then ended, and a summary of significant accounting policies and other explanatory
information.
In our opinion and to the best of our information and according to the explanations given to
us, the aforesaid standalone Ind AS financial statements give the information required by the
Companies Act, 2013, as amended (“the Act”) in the manner so required and give a true and
fair view in conformity with the accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2025, its profit including other comprehensive
income, its cash flows and the changes in equity for the year ended on that date.
Basis for Qualified Opinion
(a) We draw your attention to Notes A(3), A(4) and B(17), (20) and (25) in the Significant
Accounting Policies and Notes on Accounts (Notes A & B) forming part of Financial
Statement. 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. However, subject to the above mentioned notes in B, as the Securities and
Exchange Board of India has cancelled the registration of the Company as a stock—broker
and the National Stock Exchange has declared the Company to be a defaulter and that the
Company’s appeal has been dismissed by the Apex Court, and recovery of debts being
doubtful as mentioned in para(s) below and sizable accumulated losses, we are unable to
quantify the impact of some of qualifications and assets and liabilities and the equity stated in
the Balance Sheet;
(b) We draw your attention to Note 20 in Note B, which forms part of the Financial
Statements about amount of Rs 67.24 crores receivable from Classic Credit Limited
(“CCL ”). CCL has not commenced the payment as per the time schedule. The Company has
not been able to produce any positive evidence to us to show that CCL will be able to repay
the amount and give the delivery of the shares. According to the information and explanation
given to us and in absence of any evidence being made available to us, in our opinion on the
recoverability of this amount from CCL seem doubtful. On the basis that the amount is not
recoverable and the provision for the same is required to be made in the accounts, the profit
for the year Mould ha\’e been lover and the debit balance of Profit & Loss Account shown in
the Balance Sheet M ould have been higher by Rs 0.15 crores respectively and the asset, stated
in the balance sheet M ould hcr\’e been lower to that extent.
(c) We draw your attention to Note 25 in Note B, it hich forms part of the Financial
Statements about Rs.3.56 crores paid to Panther Investrade Limited. In 17'eir of the fact that
DRT matters are pending against Panther Investrade Limited and since other information
about them is not made available to us, we are unable to express an opinion about the
recoverability of this amount and consequential effect thereof on the profit for the year and
on the asset, liabilities and equity stated in the Balance Sheet.
(d) We drcrw your attention to the Note 23 in Note B, which forms part of the Financial
Statements that the Punjab National Bank (erstwhile Oriental Bank of Commerce) filed an
application with the Debt Recover}’ Tribunal (“DRT”) on August 6, 2003, seeking recovery of
a loan amounting to 146.76 crores. The bank ceased recognising interest on the said loan
with effect from April 1, 2003, and the Company has similarly not recognised interest on this
loan from April 1,2011.
We further obsen’e that while the Company has not debited the interest expense in its books
of account, it has claimed a deduction of the said interest under section 57 of the Income-tax
Act, 1961 against the interest income disclosed under section 56 in its tax filings. As such, the
Company has also not recognised tax expense in its books of account. In our view, the non¬
recognition of this interest liability is not in compliance with the requirements of Ind AS 37,
“Provisions, Contingent Liabilities and Contingent Assets,” and Ind AS 109, “Financial
Instruments, ” which mandate recognition of such obligations when it is probable that an
outflow of resources will be required to settle the obligation and a reliable estimate can be
made. The Company has not determined the amount of the unrecognised interest liability, nor
the resultant impact on the financial statements. Had the Company recognised such interest
liability, the finance cost for the year ended March 31, 2025 M ould have been higher, and
accumulated losses and total equity M ould ha\’e been adversely affected. We are unable to
express an opinion for the said interest amount and consequential effect thereof on the profit
for the year and on the asset, liabilities and equity stated in the Balance Sheet.
(e) We draw your attention to Note No 30(b) and (c) of Notes on accounts forming part of
Financial Statement which relates to ownership of shares and securities and dividend income
Rs 11.44 lacs received during the year. In absence of information regarding the ownership of
shares and securities we are unable to express an opinion about this amount and
consequential effect thereof on the profit for the year and on the asset, liabilities and equity
stated in the Balance Sheet.
(f) Except for the matters referred to in para (a) to (e) above in respect of which the
amount involved is significant and in respect of which ire are unable to express an opinion
about recoverability of amount, delivery of shares, in our opinion and to the best of our
information and according to the explanations given to us, the said accounts, read with the
Notes to Accounts appearing in the Note B give the information required by the Companies
Act, 2013, in the manner so required.
We conducted our audit in accordance with Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the Code of
Ethics issued by the Institute of Chartered Accountants of India together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions of
the Companies Act, 2013 and we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our qualified
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. In addition to
the matter described in the Basis for Qualified Opinion section we have determined the
matters described below to be the key audit matters to be communicated in our report.
(a) Evaluation of uncertain tax positions
The Company has material uncertain tax positions including matters under dispute which
involve significant judgement to determine the possible outcome of these disputes.
Refer Note no 31 to the Standalone Ind AS Financial Statements
Auditors ’ Response
Principal Audit Procedures
We obtained details of completed tax assessments and demands during the year ended March
31, 2025 from the management. We involved our internal experts to challenge the
management’s underlying assumptions and the possible outcome of the disputes. Our internal
experts also considered legal precedence and other rulings in evaluating management’s
position on these uncertain tax positions.
(b) Accuracy of revenues recognised on fixed deposits
The Company recognised interest on fixed deposits kept with the National Stock Exchange
India Limited (NSE) and various Banks.
Refer Note no 27 to the Standalone Ind AS Financial Statements
Auditors ’ Response
Principal Audit Procedures
We assessed the basis of recognition of interest income followed by the management.
Additionally, we obtained the statements of the Banks and Form no 26AS to evaluate whether
any change was required to management’s basis to recognise revenue.
Other Information
The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual report, but does not include the
standalone Ind AS financial statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone Ind AS financial statements, our responsibility
is to read the other information and, in doing so, consider whether such other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit or
otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report that fact. We have nothing to report in this regard.
Responsibilities of Management Tor (he Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of
the Act with respect to the preparation of these standalone Ind AS financial statements that
give a true and fair view of the financial position, financial performance including other
comprehensive income, cash flows and changes in equity of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) specified under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. This responsibility also includes
maintenance of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; and the design, implementation and
maintenance of adequate internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the standalone Ind AS financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for
assessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company’s financial
reporting process.
Auditors’ Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS
financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone Ind AS financial
statements, whether due to fraud or error, design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we
are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required
to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone Ind AS financial
statements, including the disclosures, and whether the standalone Ind AS financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a reasonably
knowledgeable user of the standalone financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit work and
in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone Ind AS financial
statements for the financial year ended March 31, 2023 and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such
communic ation.
Report on Other Legal and Regulatory Requirements
(a) As required by the Companies (Auditor’s Report) Order, 2016 (the “Order”) issued by the
Central Government in terms of section 143(11) of the Companies Act, 2013, we give in
the Annexure ‘A’ a statement on the matters specified in paragraphs 3 and 4 of the Order.
(b) As required by section 143(3) of the Act, we report that -
(i) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purpose of our audit;
(ii) In our opinion, proper books of account as required by law have been kept so far as
appears from our examination of such books;
(iii) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this
Report are in agreement with the books of account;
(iv) In our opinion, the aforesaid standalone Ind AS financial statements comply with the
Indian Accounting Standards specified under section 133 of the Act read with Rule 7 of
the Companies (Accounts) Rules, 2014.
(v) On the basis of written representations received from the directors as on March 31,
2025, and taken on record by the Board of Directors, none of the directors is disqualified
as at 31st March, 2025, from being appointed as a director in terms of section 164(2) of
the Act.
(vi) With respect to the adequacy of the internal financial controls over financial reporting
of the Company and the operating effectiveness of such controls, refer to our separate
report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company’s internal financial controls over financial
reporting.
(vii) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according to the explanations given to us:
(a) The Company has disclosed the impact of pending litigations on its financial position
in its standalone Ind AS financial statements except as mentioned in Note 22 and 23 in
Note B to the financial statements.
(b) The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, on long-term contracts including derivative
contracts except as mentioned in Note 23 in Note B to the financial statements.
(c) The Company has not transferred the amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company and as per the RBI
guidelines the bank has transferred the unclaimed dividend to the Reserve Bank of
India DEAF account.
(d) (i) The management has represented that, to the best of its knowledge and belief, no
funds have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Holding Company or its
subsidiary companies incorporated in India to or in any other persons or entities,
including foreign entities (“Intermediaries”), with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the
Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(ii) The Management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received
by the Company from any person(s) or entity(ies), including foreign entities
(“Funding Parties”), with the understanding, whether recorded in writing or
otherwise, that the Company shall, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations given by the management under paragraph
(b)(vii)(d)(i) and (ii) above, contain any material misstatement.
(e) The Company have not declared or paid any dividend during the current year.
(f) Based on our examination, which included test checks, the Company has used the
updated version of existing accounting software for maintaining its books of account
for the financial year ended March 31, 2025, which has a feature of recording audit
trail (edit log) facility and the same was not enabled and operated throughout the year
for all relevant transactions recorded in the software. Accordingly, the question of our
commenting on whether audit trail was tampered with does not arise.
Further, as proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is
applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 on preservation of audit trail as per the statutory
requirements for record retention is not applicable for the financial year ended March
31,2025.
For Rawat & Associates
Chartered Aeeountants
Firm Registration no 134109W
Ankit Rawat
Partner
Membership no 149191
Delhi, 28th May, 2025
UDIN - 25149191BMSCC48839
|