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

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

Tire Company’s financial performance for tire year under review along with previous year’s figures is
summarized heremider on die Standalone and Consolidated basis financial statements of the company.

1. Financial Performance (Amounts below are Amount, in ’OOP’):

The Company has not carded out any major business during die 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 earned 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.

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

Dining the year under review, tire Company has not changed its natme of business.

3. Dividend:

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

4. Reserves:

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

5. Share Capital:

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

As on 31^st 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:

Dining the year imder review, the Company has not provided any Stock Option Scheme to the employees.

C. Disclosure regarding issue_of Swe_at Equity_Shares:

Dining the year imder review, the Company has not issued any Sweat Equity Shares.

D. Disclosure regarding Buy back of shares:

Dining the year imder review, the Company has not bought back any shares.

E. Disclosure regarding issue of Bonus Shares:

During tire year under review, the Company has not issued an}⁷ bonus shares.

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

(i) Retiring by rotation:

Mr. Dlrarmesh Doslii (DIN:02568186), Director of tire Company, will retire by rotation at tire ensuing Annual
General Meeting and being eligible offers herself for reappointment.

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

(ii) Declaration by Independent Directors:

Pursuant to Section 149 (7) of dre Companies Act, 2013 (“the Act”) read with dre Companies (Appointment
and Qualifications of Directors) Rules, 2014, the Company has received declarations from all tire
Independent Directors of dre Company confirming tirat drey meet tire '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 tire Act and the Listing Regulations.

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

(iii) Familiarization programme for Independent Director:

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

(iv) Key Managerial Personnel:

In terms of the provisions of Sections 2 (51) and 203 of the Companies Act, 2013 read witir tire Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following directors were holding
tire position of Key Managerial Personnel (KMP') of tire Company as on March 31, 2025:

Reklra Jatirr Sarvaiya Director

Nagesh Kutaphale Director

Dlrarmesh Doslri Director

Ms. Namrata Maheswari Company Secretary

7. Committees of Board:

As on March 31^st 2025, tire Company has following Statutory⁷ Committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

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

8. Compliances of applicable Secretarial Standards:

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

9. Meetings of the Board and its Committee:

A calendar of Meetings is prepared and circulated in advance to the Directors During die Financial Year 2024-25,
6 (Six) Meetings of the Board of Directors were held. The details of die meetings of die Board of Directors of die
Company convened during die Financial Year2024-245are summarized below:

The intervening gap between die Meetings was witiiin die period prescribed under die 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 die year, all recommendations
made by the committees were approved by die Board. The composition and terms of reference of all the
Committee(s) of die Board of Directors of die Company is in line with the provisions of the Act and Listing
Regulations.

al Audit Committee:

Terms of Reference:

Your Company has constituted an Audit Committee witii its composition, quorum, powers, roles and scope

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

During die financial year under review, all recommendations made by the Audit Committee were accepted
by die 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 die Act and Regulation 18 of Listing Regulation.

During the Financial Year 2024-25, the Committee met 4 (four) times i.e. on 29^th May, 2024,13* August, 2024,
14tli November, 2024 and 13^th February, 2025 and die time gap between two consecutive Meetings did not
exceed one hundred and twenty days.

b) Nomination and Remuneration Committee (NRC):
i) Terms ofRefereiice;

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

Meetings of the Committee:

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

During die Financial Year 2024-25, die NRC committee met (One) time i.e. on 29* May, 2024.

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

CRITERIA FOR EVALUATION OF PERFORMANCE:

The Nomination and Remuneration Committee has laid down die criteria for evaluation of performance of
Independent Directors and die 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 company’s 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 integrity⁷ and probity⁷.

7. Recognize the role which he/she is expected to play⁷, internal Board Relationships to make decisions
objectively⁷ and collectively⁷ in die best interest of die Company⁷ to achieve organizational successes and
harmonizing the Board.

8. Quality⁷ 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 over all brand image of die Company⁷.

PERFORMANCE EVALUATION

The Nomination and Remuneration Committee lay⁷s down die 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 dieir functioning as independent
directors, member of Board or Committees of the Board.

• Attendance to die Board and Committee meetings, and active participation thereof.

• Flow⁷ of information to the Board.

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

• How dieir performance is reflected in die overall engagement of die Board and its Committees widi the
Company⁷

c) Stakeholder’s Relationship Committee:

Your Company has constituted a Stakeholder Relationship Committee with its composition, quorum, pow⁷ers,
roles and scope in lhie widi die apphcable provisions of die Act and Listing Regulations.

During die y⁷ear 2024-25, die Stakeholder Relationship Committee met 1 (One) time i.e. on 13^th August, 2024.

Contact details of die Compliance Officer / Company Secretary⁷

The Company⁷ lias a qualified and independent Stakeholder Relationship Committee, and its composition is in
fine widi die apphcable provisions of Regulation 20 of Listing Regulation.

d) Meeting of Independent Directors:

The Independent Directors met once on 28^th March, 2025 to evaluate die Board and assess the functioning
of die Board.

10. Listing with Stock Exchanges:

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

11. Dematerialization of Shares:

97.40% of die Company’s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2025 and balance
2.60 % is in physical form. Hie Company’s Registrar and Transfer Agent is MUFG Intime India Private Limited
having dieir 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 identity, ascertain and consider die integrity, qualification, expertise and experience of die
person for the appointment as a Director of die 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 die 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 die discretion to decide whether qualifications, expertise and
experience possessed by a person are sufficient/ satisfactory⁷ for die concerned position.

iii. The Company shall comply witii the prolusions of the Act and Listing Regulations and any odier laws
if applicable for appointment of Director of die 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 Directorfsl / Managing Director:

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

ii. While determining die remuneration of die Executive Directors, following factors shall beconsidered
by die NRC/Board:

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

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

• Refiective of size of die Company, complexity of the sector/ industry/company’s operations and
the Company¹ s financial position •

• Consistent witii recognized best industry⁷ practices. •

• Peer remuner ation •

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

• Remuneration is reasonable and sufficient to retain and motivate directors to run die 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 mar⁷ be decided by tire 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:

Criteria of performance evaluation of die 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 die 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 die parameters of
performance evaluation along witii rating scale was circulated to all the Directors. The Directors rated the
performance against each criteria. Thereafter, consolidated score was arrived. Pursuant to die provisions of the
Companies Act, 2013 and Listing Regulations, die Board has carried out performance evaluation of its own,
evaluation of working of die Committees and performance evaluation of all Directors in die said maimer. The
performance of die 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 die Act read witii Rule 12(1) of die Companies
(Management and Administration) Rules, 2014, die copy of Annual Return can be accessed at Company¹ s website
at www.titil.m

15. Directors Responsibility Statement:

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

(a) in the preparation of die annual accounts, die applicable accounting standards had been followed along witii
proper explanation relating to material departures;

(b) die 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 die end of die financial year and of die profit and loss of the company for tiiat period;

(c) die directors had taken proper and sufficient care for die maintenance of adequate accounting records in
accordance with tire provisions of this Act for safeguarding the assets of die company and for preventing and
detecting fraud and other irregularities;

(d) die directors had prepared die annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance witii the provisions of all applicable laws
and tiiat 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-aha on industry trends, your Company’s performance, future outiook, opportunities and threats
for die year ended 31st March, 2025, is provided in a separate section forming integral part of tiiis 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 repor ting for
die same. The Company lias one subsidiary as on March 31, 2025, M/s. Triumph Retail Broking Services Ltd.
Tliere has been no material change in the nature of the business of die subsidiary. Tliere is no major business
carried out in die subsidiary company.

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

18. Corporate Social Responsibility:

As per Section 135 of the Companies Act, 2013 every Company haring net wordi 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 diat provide focused
people attention are currently underway. Your Company duust is on die promotion of talent internally through job
rotation and job enlargement.

20. Disqualification of Directors:

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

21. Vigil Mechanism:

The Company has formulated a Wins tie Blower Policy to establish a vigil mechanism for Directors and employees
of die Company to report concerns about miethical behavior, actual or suspected fraud or violation of die
company's code of conduct or ethics policy. The Vigil Mechanism Policy has been uploaded on die 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 die 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 die Company with related parties referred to in
sub-section (1) of section 188 of die Companies Act, 2013 were on arm’s length basis and indie ordinary course
of business and shah be disclosed hi Form No. AOC-2. (“Annexure 2”). Prior approvalof Audit Committee is
obtained for ah Related Party Transactions. A statement of ah Related Party Transactions is reviewed by die Audit
Committee and Board on quarterly basis. Furdier, the related partytransactions are also provided hi die notes to
die financial statements.

24. Particulars of Loans. Guarantees or Investments:

Details of Loans, Guarantees and Investments covered under die provisions of Section 186 of die Companies Act,
2013 (if any) are given in die 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 die Board felt diat die elements of risk
threatening die Company’s existence are very⁷ minimal.

However, die Board periodically⁷ reviews die risks and suggests steps to be taken to control and mitigate die same
through a properly defined framework. The Board is of die opinion diat at present, there are no materials risks
diat may⁷ direaten die very⁷ existence and functioning of die Company⁷.

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 die requirements of
Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 as the number of
employees is less tiian 10.

27. Compliance With The Maternity Benefit Act, 1961 :

Tire Company⁷ has complied witii die provisions of die Maternity Benefit Act, 1961, including all applicable
amendments and rides framed thereunder. The Company⁷ is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women employees are provided with maternity⁷ benefits as prescribed
under the Maternity Benefit Act, 1961, including paid maternity⁷ leave, musing breaks, and protection from dismissal
during maternity leave.

The Company⁷ also ensures tiiat no discrimination is made in recruitment or service conditions on die grounds of
maternity⁷. Necessary⁷ internal systems and HR policies are in place to uphold die spirit and letter of die legislation.

28. Gender-Wise Composition Of Employees:

hi alignment with the principles of diversity, equity⁷, and inclusion (DEI), die Company discloses below die gender
composition of its workforce as on the March 31,2025.

Male Employees: 0
Female Employees: 1
Transgender Employees: 0

This disclosure reinforces the Company⁷⁵s 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 company’s operation in future:

During die y⁷ear under review diere was no such orders passed by the regulators or coiuts or tribunals impacting
die going concern status and company⁷⁵s operations in future.

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

During die year under review diere was no application or proceeding pending under die 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 neidier availed any loan horn banks or financial institution and lienee there is no application being
made for One Time Settlement (OTS) with any banks or financial institution dming the year under review.

32. Reporting Of Francis:

Dining the year under review, there have been no frauds reported by the Statutory' Auditors of the Company⁷
under sub-section (12) of Section 143 of die Act.

33. Internal Financial Controls Related to Financial Statements:

The Company⁷ has an adequate sy⁷stem of Internal Financial Control commensurate with its size and scale of
operations, procedures and policies, ensuring efficient and orderly⁷ conduct of its business, including adherence to
die Company⁷^ policy⁷, safeguarding of its assets, prevention and detection of frauds and errors, accuracy⁷ and
completeness of accounting records and timely⁷ preparation of reliable financial information.

Based on the assessment carried out by⁷ the Management and the evaluation of die results of die assessment, die
Board is of die opinion that die Company⁷ has adequate Internal Financial Control Sy⁷stem that is operating
effectively⁷ dining die y⁷ear under review.

There were no instances of fraud which necessitates reporting of material mis-statement to die Company⁷’s
operations.

34. Finance & Accounts:

The Company⁷ is having adequate resources at its disposal to meet its business requirements and for efficient conduct
of business. The Company⁷ has not raised any⁷ fluids by⁷ issue of any⁷ securities dining die y⁷ear.

Your company⁷ is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed
under Section 133 of die Companies Act, 2013 read witii Rule 3 of die Companies (Indian Accounting Standards)
Rules, 2015. The estimates and judgments relating to financial statements are made on prudent basis, so as to retiect
in a true and fair manner, die form and substance of transactions and reasonably⁷ present die Company’s state of affairs
and loss for die y⁷ear ended 31^!t March, 2025.

35. Auditors & Auditors Report:

a. Internal Auditor:

The Board has not appointed any Internal Auditors for die Company⁷ for die financial y^rear.

b. Statutory Auditor:

Pursuant to Section 139 of Companies Act, 2013 and odier applicable mles tiiere under, The members

of die Company at 37“ AGM held on 26di September, 2023 had appointed, M/s. RAW AT &
ASSOCIATES, Chartered Accountants (FRN 134109W), Mumbai, as die Statutory Auditors of die
Company for a term of 5 years and accordingly diey hold dieir office till die conclusion of AGM to be
held in die year 2028.

Accordingly, M/s. RAWAT & ASSOCIATES, Chartered Accountants (FRN 134109W), Chartered
Accountants shall continue to be die Statutory⁷ Auditors of die Company for F.Y2024-2025.

c. Auditors Report:

The observations of die Auditors in their Report have been dealt with in die notes forming part of the
accounts and odier statements, which are self-explanatory⁷.

36. Management Perception to Auditors Qualifications:

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

37. Deposits:

Your Company has not accepted an}⁷ deposits during die year within die meaning of section 73 of die Companies Act,
2013 and die Companies (Acceptance of Deposits) Rules, 2014.

38. Cost Auditor:

Your company does not fall widiin die provisions of Section 148 of die Companies Act, 2013 read widi die
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 die prolusions of Section 204 of die Companies Act, 2013 and die Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, Mrs. Kavita Raju Joslii, Practising Company Secretary, have
been appointed as Secretarial Auditors of die Company.

The Secretarial Audit Report for financial year ended March 31, 2025 is enclosed witii this Report as “Annexure 3”..

Secretarial Auditors Report:

The observations of die Auditors in their Report have been dealt witii in die 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 Dir ectors of your Company is disqualified under die provisions of Section 164(2)(a) & (b) of die
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 diat, 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 otiier Statutory Authority, is enclosed widi tins Report as “Annexure 4”.

41. Risk Management:

The Company has in place Risk Management System wliich takes care of risk identification, assessment and
mitigation. There are no risks wliich in the opinion of die Board tiireaten die existence of the Company. Risk
factors and its mitigation are covered extensively in the Management Discussion and Analysis Report forming
part of diis 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 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
die 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 tins 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 die provisions of die Act and Listing Regulations. Tire performance of die Board
was evaluated after seeking inputs from all the Directors based on criteria such as die 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, tire Board as a
whole and die Managing Director of the Company was evaluated, taking into account die views of die 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 tire financial year of the Company to which die balance

sheet relates and the date of die 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 dming 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 die 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
prolusions of section 135 of the Companies Act, 2013 along with Companies (Corporate Social Responsibility
Polity) 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 Earnings and
outgo as required under Section 134 (3)(m) of die Companies Act, 2013 read with Rule 8(3) of die Companies
(Accounts) Rules, 2014 is furnished as follows:
i) Conservation of energy

ii) Technology absorption

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

49. Foreign Exchange Earnings / Outgo

The Company has neither incurred ant' 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 hinds 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 Mar ket
^Mumbai, Maharashtra India 400005.

Chairman

Mr. Nagesh Vinayakrao Kutaphale
DIN: 00245782

Date: 05/09/2025
Place: Mumbai