Directors Report of Triumph International Finance India Ltd.

Mar 31, 2025

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.

	Standalone		Consolidated
	F.Y.2024- 25 (Amounts below are Rs. in ''000)	F.Y. 2023¬ 24 (Amounts below are Rs. in ''000)	F.Y. 2024-25 (Amounts below are Rs. in ''000)	F.Y. 2023¬ 24 (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 before Depreciation, Interest & Tax (PBDIT)	36,667.37	32,988.20	36,639.47	32,909.58
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	"	-	"	"

Total Comprehensive Income for the period	"	-	36,639.47	32,909.58
Basic and Diluted EPS	4.89	4.40	4.89	4.39

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:

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

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

Ms.Namrata	Address:	E-mail:
Maheswari	Oxford Centre 10 Shroff Lanenext to Colaba Market, Colaba, Mumbai-400005	tifilbs et2irediffinail.com

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:

Sr. No.	Auditors’ qualifications, reservations or adverse remarks or disclaimer in the Auditors’ Report	Board’s comments on qualifications, reservations or adverse remarks or disclaimer of the Auditors
1.	We draw your attention to Notes A(3), A(4)"and B(17), (20) and (25) in die 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 die above mentioned notes in B, as die Securities and Exchange Board of India has cancelled the registration of die Company as a stock—broker and die National Stock Exchange has declared die Company to be a defaulter and diat die Company’s appeal has been dismissed by die Apex Court, and recovery7 of debts being doubtful as mentioned in para(s) below and sizable accumulated losses, we are unable to quantify die impact of some of qualifications and assets and	Tire Impact of die Qualification is not quantified as the recoverability of die amount is not ascertainable, furdier, die accounts are prepared on going concern basis, as by die SEBI by its order dated November 12, 2007 from accessing die securities market and also prohibiting die company from buying, selling or otherwise dealing or associating with die securities market in any manner, whether directly or indirecdy, for a period of five years ends on November 12, 2012. The Company has shown its intent to do business of trading in shares and securities tiiereafter. Management is hopeful to recover the amount from die debtors. Even diougli NSE has declared us defaulter and restricted us from broking business, company can always on carry investment and consultancy7 business and earn return on its investments.

	liabilities and die equity stated in die Balance Sheet
2.	We draw your attention to Note 20 in Note B, which forms part of die Financial Statements about amount of Rs 67.24 crores receivable from Classic Credit Limited (“CCL”). CCL has not commenced die payment as per die time schedule. The Company has not been able to produce any positive evidence to us to show tiiat CCL will be able to repay die amount and give the deliver}7 of die shares. According to die information and explanation given to us and in absence of any evidence being made available to us, in our opinion on die recoverability of diis amount from CCL seem doubtful. On the basis diat the amount is not recoverable and die provision for die same is required to be made in die accounts, die profit for die year would have been lower and die debit balance of Profit & Loss Account shown in die Balance Sheet would have been higher by Rs 0.15 crores respectively and die asset, stated in die balance sheet would have been lower to diat extent.	The Company is in die process to recover from CCL and hence of die opinion diat die some setdement will take place between die company and CCL, diough the exact time period and amount recoverable are not determinable at present. The management is hopeful to recover part of die amount.
3.	We draw your attention to Note 25 in Note B, which forms part of die Financial Statements about Rs.3.56 crores paid to Pantiier Investrade Limited. In view of die fact diat 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 die recoverability of diis amount and consequential effect tiiereof on the profit for the year and on die asset, liabilities and equity stated in die Balance Sheet.	The company has to recover from the ICICI limited as a refund of earnest money for acquiring property. ICICI Bank paid the entire amount to die Bank of India as per die Instruction of die DRT Order and the company is in the process to file application with DRT and of die opinion diat die company will recover the amount from PIL.

4.	We draw your attention to die Note 23 in Note B, which forms part of the Financial Statements diat die Punjab National Bank (erstwhile Oriental Bank of Commerce) filed an application widi the Debt Recovery Tribunal (“DRT”) on August 6, 2003, seeking recovery of a loan amounting to ?46.76 crores. The bank ceased recognising interest on die said loan widi effect from April 1, 2003, and die Company has similarly not recognised interest on diis loan from April 1, 2011	Company is in process to setded die widi PNB, and hopeful to setde the same at die earliest.
5.	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 die year. In absence of information regarding the ownership of shares and securities we are unable to express an opinion about tiiis amount and consequential effect tiiereof on the profit for the year and on die asset, liabilities and equity stated in die Balance Sheet.	The directors are of die opinion that dividend received on die shares held in die company’s demat account is die income of die company as tiiese shares are now property of the company given that die same are adjusted against die receivable from die respective clients. No claim has been received from any client in respect of diese dividends.

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

	lie steps taken or impact on conservation of ^ergy	-
	lie steps taken by the company for utilizing ilternate sources of energy	-
in)	lie capital investment on energy conservation equipment’s	-

ii) Technology absorption

	he efforts made towards technology absorption	-
	he benefits derived like product improvement, cost reduction, pr oduct development or import substitution
in)	n case of imported technology (imported during the ast three years reckoned from the beginning of the inancial year)-
	a) die details of teclmology impoited	-
	h) the year of import;	-

	whether the technology been fully absorbed	-
	''d) if not fully absorbed, areas where absorption lias lot taken place, and the reasons thereof	-
	he expenditure incurred on Research and Development	-

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

---

Mar 31, 2024

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

2024.

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

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

Particulars	F.Y. 2023-24 Amounts below are Rs. in ''000)	F.Y. 2022-23 (Amounts below are Rs. in ''000)
Revenue from operations	-	-
Other operational income	36,604.15	26,280.82
Increase/ Decrease in Inventory	-	-
Total Income	36,604.15	26,280.82
Operating costs	3,615.95	2,487.42
Profit before Depreciation, Interest & Tax (PBDIT)	32,988.20	23,793.40
Less: Depreciation	-	-
Profit /Loss before Interest & Tax (PBIT)	32,988.20	23,793.40
Less: Finance costs	-	-
Profit /Loss before Tax (PBT)	32,988.20	23,793.40
Less: Provision for Income Tax
(Including deferred tax)
Profit for the year	32,988.20	23,793.40
Basic EPS	4.40	3.17

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

Particulars

F.Y. 2023-24

F.Y. 2022-23

	(Amounts below are Rs. in ’000)	(Amounts below are Rs. in ’000)
Revenue from operations	-	-
Other operational income	36,604.16	26,280.83
Increase/ Decrease in Inventory	-	-
Total Income	36,604.16	26,280.83
Operating costs	3,694.58	2,543.07
Profit before Depreciation, Interest & Tax (PBDIT)	32,909.58	23,737.75
Less: Depreciation	-	-
Profit /Loss before Interest & Tax (PBIT)	32,909.58	23,737.75
Less: Finance costs	-	-
Profit /Loss before Tax (PBT)	32,909.58	23,737.75
Less: Provision for Income Tax
(Including deferred tax)
Profit for the year	32,909.58	23,737.75
Basic EPS	4.39	3.17

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

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

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

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

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

3. Dividend

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

4. Reserves

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

5. Share Capital

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

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

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

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

B. Disclosure regarding issue of Employee Stock Options:

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

C. Disclosure regarding issue of Sweat Equity Shares:

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

D. Disclosure regarding Buy back of shares:

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

E. Disclosure regarding issue of Bonus Shares:

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

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

(i) Retiring by rotation:

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

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

(ii) Declaration by Independent Directors:

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

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

(iii) Familiarization programme for Independent Director:

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

(iv) Key Managerial Personnel:

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

Rekha Jatin Sarvaiya Director

Nagesh Vinayakrao Kutaphale Director

Dharmesh Doshi Director

Ms. Namrata Maheswari Company Secretary

7. Committees of Board:

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

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

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

8. Compliances of applicable Secretarial Standards:

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

9. Meetings of the Board and its Committee:

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

Sr. No.	Date of Meeting	No. of Directors who attended the Board Meetings
1.	30th May, 2023	4
2.	11th August, 2023	4
3.	08th November, 2023	4
5.	12nd February, 2024	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, 2024, the Board has 3 (Three) Committees: Audit Committee, Nomination and
Remuneration Committee and Stakeholders Relationship Committee. During the year, all recommendations
made by the committees were approved by the Board. The composition and terms of reference of all the
Committee(s) of the Board of Directors of the Company is in line with the provisions of the Act and Listing
Regulations.

a) Audit Committee

i) Terms of Reference:

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

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

ii) Meetings of the Committee:

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

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

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

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

Meetings of the Committee:

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

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

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

c) Stakeholder’s Relationship Committee

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

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

Contact details of the Compliance Officer / Company Secretary

Ms.Namrata	Address:	E-mail:
Maheswari	Oxford Centre 10 Shroff Lanenext to Colaba Market, Colaba, Mumbai-400005	[email protected]

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

d) Meeting of Independent Directors:

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

10. Listing with Stock Exchanges

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

11. Dematerialization of Shares:

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

12. Appointment and Remuneration

a. Criteria for appointment:

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

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

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

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

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

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

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

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

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

• Consistent with recognized best industry practices. •

• Peer remuneration •

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

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

c. Remuneration to Non- Executive / Independent Directors:

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

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

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

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

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

14. Extract of Annual Return

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

15. Directors Responsibility Statement

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

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

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

departures;

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

Statements for the year ended 31^st March, 2024 have been selected and applied them consistently and

made judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affair of the company as at 31^st March, 2024 and of the profit and loss of the company
for the year ended on that date;

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

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

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

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

16. Management Discussion and Analysis

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

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

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

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

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

18. Corporate Social Responsibility

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

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

19. Human Resources

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

20. Disqualification of Directors

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

21. Vigil Mechanism

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

22. Particulars of Employees:

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

23. Particulars of Contracts or Arrangements with Related Parties:

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

24. Particulars of Loans, Guarantees or Investments

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

25. Statement indicating development and implementation of a risk management policy for the company
including identification therein of elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company:

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

26. Safeguard at workplace

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

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

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

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

28. Finance & Accounts

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

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

29. Auditors & Auditors Report:

a. Internal Auditor:

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

b. Statutory Auditor:

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

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

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

c. Auditors Report:

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

30. Management Perception to Auditors Qualifications:

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

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

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

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

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

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

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

31. Deposits

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

32. Internal Control Systems and their Adequacy

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

33. Cost Auditor

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

34. Secretarial Audit

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

have been appointed as Secretarial Auditors of the Company.

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

Secretarial Auditors Report:

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

Management Perception to Secretarial Auditors Qualifications:

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

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

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

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

36. Risk Management:

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

37. Share Transfer System

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

38. Management Discussion and Analysis Report

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

39. Annual Performance Evaluation:

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

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

40. Material changes and commitments, if any, affecting the financial position of the company which have

occurred between the end of the financial year of the company to which the financial statements relate
and the date of the report

No Material changes occurred subsequent to the close of the financial year of the Company to which the balance
sheet relates and the date of the report like settlement of tax liabilities, operation of patent rights, depression in
market value of investments, institution of cases by or against the company, sale or purchase of capital assets or
destruction of any assets etc.

41. Code of Conduct:

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

42. Directors Responsibility Statement

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

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

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

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

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

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

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

43. General

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

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

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

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

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

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

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

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

(i)	he steps taken or impact on conservation of energy	-
(ii)	he steps taken by the company for utilizing alternate sources of energy	-
iii)	he capital investment on energy conservation equipment’s	-

ii) Technology absorption

(i)	he efforts made towards technology absorption	-
(ii)	he benefits derived like product improvement, cost eduction, product development or import ;ubstitution
m)	n case of imported technology (imported during the ast three years reckoned from the beginning of the inancial year)-
	a) the details of technology imported	-
	b) the year of import;	-
	. whether the technology been fully absorbed	-
	d) if not fully absorbed, areas where absorption has ot taken place, and the reasons thereof	-
iv)	he expenditure incurred on Research and evelopment	-

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

45. Foreign Exchange Earnings / Outgo

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

46. Transfer of Amounts to Investor Education and Protection Fund

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

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

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

48. Acknowledgment:

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

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

Registered Office:

Oxford Centre 10 Shroff Lanenext to Colaba Market Colaba,

Mumbai City,Mumbai,Maharashtra,India 400005.

Chairman
Mr. Dharmesh Doshi
DIN: 02568186

Date: 06/09/2024
Place: Mumbai

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Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTOR'S REPORT

To The Members, TRIUMPH INTERNATIONAL FINANCE INDIA LIMITED

The directors herewith submit their report on the business and operations; along with audited financial statements for the year ended March 31, 2006.

FINANCIAL RESULTS: (Rs. in mn)

Year ended (Audited) 31st March, 2006 31st March, 2005

Income from Operations 11 6

Total Expenditure 106 114

Profit/(Loss) Before Depreciation and Tax (95) (108)

Less: Depreciation 1 1

Profit/(Loss) Before Taxation (95) (109)

Less: Provision for taxation - -

Profit/(Loss) After Tax (95) (109)

Paid up Equity Share Capital 75 75

Preference Share Capital - -

Tax on Dividend - -

Reserves - -

DIVIDEND:

The Board of Directors does not recommend dividend for the current year.

REVIEW OF OPERATIONS:

The company has not carried out any major business during the year.

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Mar 31, 2004

The directors herewith submit their report on the business and operations; along-with audited financial statements for the year ended March 31, 2004.

FINANCIAL RESULTS

(Rs. in mn) Year ended (Audited) 31st March, 2004 31st March, 2003

Net Sales - 98

Cost of Sales - 69

Income from Operations and Other Income 11 5

Total Expenditure 591 171

Profit/(Loss) Before Depreciation and Tax (580) (137)

Tax

Less Depreciation 1 1

Profit/(Loss) Before Taxation (581) (138)

Less Provision for taxation - NIL

Profit/(Loss) After Tax (581) (138)

Paid up Equity Share Capital 75 75

Dividend (Equity Shares) Nil Nil

Tax on Dividend Nil Nil

Reserves - -

DIVIDEND

four Directors do not recommend any dividend for the current year.

REVIEW OF OPERATIONS

The company has not carried out any major business during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Securities and Exchange Board of India have, vide order dated May 16, 2002, cancelled the registration of the company as a Stock Broker. The company has filed an appeal before the Honourable Security Appellate Tribunal (SAT) against this order. The appeal is pending before SAT. The directors hope that the company will overcome its problems in due course of time and hence the company has prepared the accounts on the going concern basis.

National Stock Exchange of India Limited and National Securities Clearing Corporation Limited have declared the company as defaulter due to failure of the company to resolve the investor complaints filed against the company with effect from May 3, 2002.

SUBSIDIARY COMPANIES

As required under the provisions of Section 212 of the Companies Act. 1956, the audited Accounts alongwith the Directors report and auditors Report of the subsidiary companies are appended and form part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 is attached and forms part of this report.

MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATIONS

The Auditors in clause 4 (vi) & (xiv) of their report have made a comment on the going concern assumption. The company has made an application against the SEBI Order before the Security Appellate Tribunal and the case is yet to be decided. The company is any way into the consultancy and share trading business hence the concept of going concern exist.

he Auditors in Clause 4 (vii) of their report have made a comment on the receivables from Classic Credit Limited (CCL). The company is in the process of negotiation with CCL and hence of the opinion that the positive settlement will take place between the company and CCL, though the exact time period is not determinable at present: The management is sure to recover the amount and securities lues from CCL.

he Auditors in Clause 4 (viii) of their report have made a comment on the receivables from Total Debtors other than Classic Credit limited (CCL). Some of the debtors have not paid as the company has to pay amount to their group companies. Eventually amount recoverable and payable will be adjusted against each other. The Company is making all the effort to recover amount from the emaining debtors and is confident that the amount will be recovered from them in due course.

in Clause 4 (ix) of their report Auditors have made a comment in respect of amount of Rs 34.42 lacs paid by M. Jiggar & Co. to RO. The Company has received letter dated 30.06.2004 from the M. Jiggar & Co. informing that they have made payment of Rs. 4.32 lacs to the TRO. Accordingly, the debtors account is credited and Income Tax payment is debited by that amount. The company had requested the TRO for the confirmation of above transaction but has not received the same.

The Auditors in Clause 4(x) of their report have made a comment about Rs. 3.56 crores paid to Panther Investrade Limited (PIL). The Company was to recover amount from the ICICI limited as a refund of earnest money for acquiring, property, ICICI Bank paid the entire amount to the Bank of India as per the Instruction of the DRT Order, however The company is in the process of negotiation with PIL and hence of the opinion that the company will recover the amount from PIL

The Auditors in Clause 4(xi) of their report have made a comment about Rs. 4 crores advance given to Ex-director. The company has paid the advance money as per the option agreement to acquire the 51% stake in Triumph Securities Limited which was the member of the Stock Exchange, Mumbai. The company has not exercised the option and have called back the amount. Notwithstanding the financial and legal matters involving the said Ex-Director, the Management is hopeful of recovering the advances.

The Auditors have made a comment about managerial remuneration in Clause 4(xi) of their report. The company is of the opinion that the with the approval of the shareholder in the General Meeting, permission of the Central Government is not required. However the Company is taking a Special Resolution for the approval of the said remuneration from the shareholders at the Annual General Meeting.

DIRECTORS

The Board proposes the re-appointment of Mr. Dharmesh Doshi, who retire by rotation at forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement.

it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended 31st March, 2004, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the accounts for the financial year ended 31st March, 2004 on a `going concern basis.

FIXED DEPOSITS

Your company did not accept any fixed deposits during the year under review. No deposits were outstanding as on 31st March 2004.

HUMAN RESOURCES AND INFORMATION TECHNOLOGY

The company has and continues to take various steps to improve the quality of its human resources and to invest in technology and people to integrate its IT systems in business processes and to provide enhanced Service Quality.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGOING

The Company is advised that as it is not engaged in manufacturing activity there is no specific disclosure to be made as required under The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 of the Conservation of Energy and Technology Absorption and other related particulars.

The foreign exchange earning during the year was Nil and the outgo was Rs. NIL (Previous year Earning was Rs. Nil and Outgo Rs. Nil)

PARTICULARS REGARDING EMPLOYEES

Pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, as amended no employee of the company was in receipt of remuneration aggregating Rs. 24,00,000/- or more per annum of Rs. 2,00,000/- per month if employed for the part of the year.

AUDITORS

The auditors of the Company M/s. Pravin P. Shah & Co. Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Your are requested to appoint the auditors for the current year to hold office until the next Annual General Meeting and fix their remuneration.

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the stock Exchange Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance is made part of the Annual Report.

ACKNOWLEDGEMENTS

Your directors wish to place on record its sincere appreciation for the support and co-operation by its Bankers, Clients, Shareholders and other business constituents Company. Your directors also wish to sincerely appreciate the spirit of dedication and commitment of staff members during the year.

For and on behalf of the Board of Directors Jatin Sarvaiya Managing Director Mumbai June 30, 2004

---

Mar 31, 2003

The directors herewith submit their report on the business and operations; along-with audited financial statements for the year ended March 31, 2003.

FINANCIAL RESULTS

(Rs. in lacs) Year ended (Audited) 31st March, 2003 31st March, 2002

Net Sales 98 183

Cost of Sales 69 194

Income from Operations and Other Income 5 28

Total Expenditure 171 397

Profit/(Loss) Before Depreciation and Tax (137) (186)

Less Depreciation 1 1

Profit/(Loss) Before Taxation (138) (187)

Less Provision for taxation Nil NIL

Profit/(Loss) After Tax (138) (187)

Paid up Equity Share Capital 75 75

Preference Share Capital Nil Nil

Dividend (Preference Shares) Nil Nil

Dividend (Equity Shares) Nil Nil

Tax on Dividend Nil Nil

Reserves - 69

DIVIDEND

Your Directors do not recommend paying dividend for the current year.

REVIEW OF OPERATIONS

The company has not carried out any major business during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Securities and Exchange Board of India have, vide order dated May 16,2002, cancelled the registration of the company as a Stock Broker. The company has filed an appeal before the Honourable Security Appellate Tribunal (SAT) against this order. The appeal is pending before SAT. The directors hope that the company will overcome its problems in due course of time and hence the company has prepared the accounts on the going concern basis.

National Stock Exchange of India Limited and National Securities Clearing Corporation Limited have declared the company as defaulter due to failure of the company to resolve the investor complaints filed against the company with effect from May 3, 2002.

SUBSIDIARY COMPANIES

As required under the provisions of Section 212 of the Companies Act, 1956, the audited Accounts alongwith the Directors report and Auditors Report of the subsidiary companies are appended and form part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 is attached and forms part of this report.

MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATIONS

Auditors in clause (iv), (x) and (xi) of their report have made a comment on the non provision for diminution in the value of long term investment. The investments made by the company are long term in nature. The company has not received, the final accounts of certain companies. The diminution in the value of investments, if any, is temporary in nature and therefore no provision is required. Further the company has made a provision of Rs. 1.57 crore for diminution in the value of investment other than temporary. In the case of three subsidiaries companies, they have to recover amount either from Bank of India (BOI) or Classic Credit Company (CCL). Management is confident that these companies will recover the amount from the BOI or CCL and therefore no provision has been made.

The Auditors in clause (vi) of their report have made a comment on the going concern assumption. The company has made an application against the SEBI Order before the Security Appellate Tribunal and the case is yet to be decided. The company is any way into the consultancy and share trading business hence the concept of going concern exist.

The Auditors in Clause (vii) of their report have made a comment on the receivables from Classic Credit Limited (CCL). During the year under review the company has recovered 2.76 crore from CCL The company is in the process of negotiation with CCL and hence of the opinion that the positive settlement will take place between the company and CCL, though the exact time period is not determinable at present the management is sure to recover the amount and securities dues from CCL.

The Auditors in Clause (viii) of their report have made a comment on the receivables from Total Debtors other than Classic Credit Limited(CCL). Some of the debtors have not paid as the company has to pay amount to their group companies. Eventually amount recoverable and payable will be adjusted against each other. The company is making all the effort to recover amount from the remaining debtors and is confident that the amount will be recovered from them in due course.

The Auditors in Clause (ix) of their report have made a comment about Rs. 3 crores paid to Bank of India. The company has written letter to lawyers of Bank of India Limited about the status of amount held by them. However Bank of India has not furnish details and we are awaiting the reply from them. Even if the BOI hold the amount on account of Classic Credit Limited(CCL),the same will be recovered from CCL.

The Auditors in Clause (xii) of their report have made a comment about Rs. 4 crores advance given to Ex-director. The company has paid the advance money as per the option agreement to acquire the 51% stake in Triumph Securities Limited which is the member of the Stock Exchange, Mumbai. The company has not exercised the option and have called back the amount. Notwithstanding the financial and legal matters involving the said Ex-Director, the Management is hopeful of recovering the advances given and no provision is presently considered necessary.

Mrs. Jatin Sarvaiya appointed as Managing Director w.e.f. June 1998 for 5 years. Since there was amnendment in 2002, to approve the Managerial remuneration by remuneratin committee. Company has not setup any remanderation Committee therefore proposes Special resolution for approval of share holders.

DIRECTORS

The term of appointment of Mr. Jatin Sarvaiya is expired on May 30, 2003. Mr. Jatin Sarvaiya and his team have put in appreciable efforts to expand the companys business. The Company is under going bad times and the support from Mr. Sarvaiya is appreciable. The management proposes to his re-appointment as the Managing Director. The Board proposes the re-appointment of Mr. A. R. Kapadia, who retire by rotation at forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended 31st March, 2003, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the accounts for the financial year ended 31st March, 2003 on a going concern basis.

FIXED DEPOSITS

Your company did not accept any fixed deposits during the year under review. No deposits were outstanding as on 31st March 2003.

HUMAN RESOURCES AND INFORMATION TECHNOLOGY

The company has and continues to take various steps to improve the quality of its human resources. The Company has and continues to invest in technology and people to integrate its IT systems in business processes and to provide enhanced Service Quality.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING

The Company is advised that as it is not engaged in manufacturing activity there is no specific disclosure to be made as required under The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 of the Conservation of Energy and Technology Absorption and other related particulars.

The foreign exchange earning during the year was Nil and the outgo was Rs. NIL/- (Previous year Earning was Rs. Nil and Outgo Rs. 1,73,611/-)

PARTICULARS REGARDING EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A). Any member, interested in obtaining a copy of this statement, may write at the Registered Office of the Company.

AUDITORS -

The auditors of the Company M/s. Pravin P. Shah & Co. Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. Your are requested to appoint the auditors for the current year to hold office until the next Annual General Meeting and fix their remuneration.

CORPORATE GOVERNANCE:

Your company has been committed to good Corporate Governance practice. Your Companys Compliance Report on Corporate Governance forms part of the Annual Report. The Certificate of the auditor of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the listing Agreement is attached and forms part of this report.

ACKNOWLEDGEMENTS

The directors wish to admire the invaluable co-operation and support shown by its Bankers, Clients, Shareholders and other business constituents Company. Your directors also wish to sincerely appreciate the spirit of dedication and commitment of staff members during the year,

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS JATIN SARVAIYA Director

Place: Mumbai Date: 25th August, 2003

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Mar 31, 2002

FINANCIAL RESULTS

(Rs. in mn) Year ended (Audited) Particulars 31st March, 2002 31st March, 2001

Net Sales 183 4324

Cost of Sales 194 4372

income from Operations 28 780

Total Expenditure 203 894

Profit/(Loss) Before Depreciation and Tax (186) (162)

Less Depreciation 1 1

Profit/(Loss) Before Taxation (187) (163)

Less Provision for taxation Nil Nil

Profit/(Loss) After Tax (187) (163)

Paid up Equity Share Capital 75 75

Dividend (Preference Shares) Nil 4

Dividend (Equity Shares) Nil Nil

Tax on Dividend Nil 1

Reserves 69 257

DIVIDEND

Your Directors do not recommend paying dividend for the current year.

REVIEW OF OPERATIONS

The company has not carried out any major business during the year.

MANAGEMENT DISCUSSION AND ANALYSIS

The Securities and Exchange Board of India (SEBI) on May 16, 2002, has passed an final order cancelling he registration of the company as stock broker. The company has filed an appeal before the Security Appellate Tribunal (SAT) against this order. The final order from SAT is awaited. The directors hope that the company will overcome its problems in due course of time and hence the company has prepared the accounts on the going concern basis.

SUBSIDIARY COMPANIES

The audited Statement of Accounts alongwith the Directors report and Authors Report as well as information in respect of Triumph Forex Services Limited. Triumph Retail Broking Services Pvt. Ltd., Ruby Merchandise Pvt. Ltd. Rubuy Mellinium infotech & Communications Pvt. Ltd., Metro Mellinium Infotech & Communications Pvt. Ltd., and International Holding (Triumph) Ltd., a wholly owned subsidiaries of your Company, pursuant to the provisions of Section 212 of the Companies Act, 1956, are annexed hereto.

MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATIONS

The Auditors in clause (vi) and (ix) of their report have made a comment of the going concern assumption. Auditors in their report state that ....SEBI has cancelled the registration as a stock-broker and that NSE has declared the Company to be defaulter. The Companys ability to continue as a going concern is dependent on vacation of order by SEBI and recovery of debts. Therefore we are unable to comment about the ability of the Company to continue as a going concern and preparation of the accounts on Going Concern Assumption and the consequential effect thereof on the loss for the year and assets and the consequential effect on the loss for the year and assets and liabilities and the reserves stated in the Balance Sheet. The company has made an application against the SEBI Order before the Security Appellate Tribunal. The company is any way into the consultancy business and remains Category I Merchant Banker hence the concept of going concern exist.

The Auditors in Clause (vii) of their report comment on the receivables from Classic Credit Limited (CCL). The company is in the process of negotiation with CCL and hence of the opinion that the positive settlement will take place between the company and CCL, though the exact time period is not determinable at present the management is sure to recover the amount and securities due from CCL.

DIRECTORS

In the current financial year Mr. Dharmesh Doshi resigned as a Managing Director, however he continues as a director, board accepted the resignation and expressed their sincere appreciation for the able manner in which he had carried out his duties as Directors. The Board proposes the re-appointment of Mr. Dharmesh Doshi, who retire by rotation at forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended 31st March, 2002, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 loss of the of the Company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the accounts for the financial year ended 31st March, 2002 on a `going concern basis.

FIXED DEPOSITS

Your company did not accept any fixed deposits during the year under review. No deposits were outstanding as on 31st March 2002.

HUMAN RESOURCES AND INFORMATION TECHNOLOGY

The company has and continues to take various steps to improve the quality of its human resources. The Company has and continues to invest in technology and people to integrate its IT systems in business processes and to provide enhanced Service Quality.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING

The Company is advised that as it is not engaged in manufacturing activity there is no specific disclosure to be made as required under The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 of the Conservation of Energy and Technology Absorption and other related particulars.

The foreign exchange earning during the year was Nil and the outgo was Rs. 173,611/- (Previous year Earning was Rs. Nil and Outgo Rs. 664,767/-)

PARTICULARS REGARDING EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A). Any member, interested in obtaining a copy of this statement, may write at the Registered Office of the Company.

AUDITORS

The auditors of the Company M/s. Pravin P. Shah & Co. Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. You are requested to appoint the auditors for the current year to hold office until the next Annual General Meeting and fix their remuneration.

CORPORATE GOVERNANCE:

The company has complied with the guidelines prescribed by the Stock Exchange under clause 49 of the Listing Agreement on Corporate Governance. The Company has constituted Audit committee and Share Transfer cum Investors Grievances Redressal Committee and has initiated various actions for compliance of the said guidelines. Report on Corporate Governance is enclosed separately along-with a certificate from the statutory Auditors.

ACKNOWLEDGEMENTS

The directors wish to admire the invaluable co-operation and support shown by its Bankers, Clients, Shareholders and other business constituents Company. Your directors also wish to sincerely appreciate the spirit of dedication and commitment of staff members during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

JATIN SARVAIYA Managing Director

Place: Mumbai Date: 23rd August 2002

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Mar 31, 2001

The directors herewith submit their report on the business and operations; along-with audited financial statements for the year ended March 31, 2001.

FINANCIAL RESULTS

(Rs. in mn)

Year ended (Audited)

Particulars 31st March, 2001 31st March, 2000

Net Sales 4324 5183 Cost of Sales 4372 5165 Income from Operations 780 419 Total Expenditure 894 130 Profit/(Loss) Before Depreciation and Tax (162) 308 Less Depreciation 1 1 Profit / (Loss) Before Taxation (163) 307 Less Provision for taxation Nil 115 Profit/(Loss) After Tax (163) 193 Paid up Equity Share Capital 75 75 Preference Share Capital Nil 35 Dividend (Preference Shares) 4 5 Dividend ( Equity Shares) Nil 44 Tax on Dividend 1 5 Reserves 257 432

DIVIDEND

The Directors do not recommend paying dividend for the current year. The board in the month of December paid interim dividend on the preference shares and redeemed the preference shares.

SHARE CAPITAL

During the current year under review the company redeemed its preference shares. The Capital Redemption Reserve is accordingly created in the books of account on redemption of the preference share capital.

CAPITAL MARKETS

There has been a negative sentiment in the global markets in general and NASDAQ in particular for past 18 months. The cause for the debacle was mainly the excessive valuation given to Technology Stocks; viz. Dot Corn and software companies which could not deliver to the expectations. As valuations eroded investors across the board lost heavily. The same scenario was reflected in India and towards the end of the financial year there was crisis in the stock market inspite of excellent budget. The tech melt down has had extremely negative impact to the overall sentiments in the market.

REVIEW OF OPERATIONS

The company performed well in the year under review, but for the write off as a result of losses suffered by its clients not being recoverable. In the current year since 4th April 2001 the Securities and Exchange Board of India (SEBI) has debarred the company from undertaking fresh business as a stockbroker and merchant banker till further order passed by SEBI. The company has made its representations to SEBI and the matter is on date pending before the SEBI Appellate Tribunal (SAT). The final order from SAT is awaited. The Board and the management trust that the company will come out of the crisis and the normal business of the company will begin, though the damage done is irreparable.

During the financial year 2000-01 the company has done the following business. The members may please note that the figures are not comparable this year (i.e. 2001-02) since the SEBI order has brought the business to the grinding halt.

The company achieved income from operations of Rs. 780 mn for the current year as compared to Rs. 419 mn for the previous year. The securities brokerage operations continues to be the core business where trades amounting to Rs. 537 bn bringing in brokerage income of Rs. 613 mn were executed. This business has grown significantly and your company's strategy to increase the business base by catering to newer clients and spreading geographically has paid off well during the year. During the current year since the SEBI's Order the company has completely stopped its core business and the board is in the process of divesting from companies, which represented the company for business outside of Mumbai.

The Company has achieved significant presence in the debt market due to its efforts to continuously penetrate that market. The company achieved a turnover of Rs. 210 bn and earned income of Rs. 10 mn.

Investment Banking business started picking up in the current year under review. The company had mandates for several Initial Public Offerings to be made in current year. The total investment banking income earned during the year was Rs.69 mn as compared to Rs. Nil in the previous year.

The assets under management were Rs. 48 mn at present as compared to Rs. 59 mn in the previous year.

All the above has been achieved because of significant contribution from our research team. But today no research can give the fruits with all the uncertain market and current scenario of the company.

SUBSIDIARY COMPANIES

The company made investment in the Wholly Owned Subsidiary (WOS) in Mauritius during the year. The total investments made in the international Holdings (Triumph) Limited, Mauritius is US$ 350,000/-. The first financial year of the WOS will be 31st December 2001. The WOS has further invested in the company in UK, Triumph Securities UK Pie. Triumph Securities UK Pie has received an approval under the SFA (The Securities & Futures Authority), London, local laws in London for commencing business activities in UK.

Triumph Forex Services Limited could not successfully carry on the operations during the year. The company has made a Net Loss of Rs. 1.39 lac during the year under review. The board of the company accordingly decided discontinuing the present business of that company. Thus Triumph Forex is in the process of surrendering the FFMC license to RBI, and your company is in the process of divesting from the same.

Triumph Retail Broking Services Private Limited has not begun its operations during the year under review.

The company in the month of September 2000 was interested in the purchase of the office premises of its own. Accordingly the board had decided to purchase the office premises at ICICI Building , Backbay Reclamation, Mumbai. For the purpose of the purchase the office premises the company invested in the wholly owned subsidiaries namely Rubuy Millennium Infotech & Communication Private Limited, Metro Millennium Infotech & Communication Private Limited and Ruby Merchandise Private Limited. These WOS's made investments in the office premises at ICICI Building. But due to the approval not being received from the State Government, the deal for the purchase could not be completed and accordingly the deal was cancelled. The management is looking for the exit route from these companies, since the plan is cancelled on date.

The audited statement of accounts for the year ended March 31, 2001, of Triumph Forex Services Limited, Triumph Retail Broking Services Limited, Rubuy Millennium Infotech & Communication Private Limited, Metro Millennium Infotech & Communication Private Limited and Ruby Merchandise Private Limited together with the report of the Directors and the Auditors, as required under Section 212 of the Companies Act, 1956 is attached. International Holding (Triumph ) Limited Mauritius is company incorporated on October 16th, 2000 and hence the first financial will close on December 31st, 2001, but statement as required under Section 212 of the Companies Act, 1956 is attached. Triumph Securities (UK) Pie, London was incorporated on July 4th, 2000. This wholly owned subsidiary of International Holding (Triumph) Ltd., Mauritius will close its financial year on December 31st, 2001, but a statement as required u/s 212 of the companies Act, 1956 is attached.

FUTURE OUTLOOK

The recent terrorist attack in the New York, USA has affected the global economy severely. It is difficult to predict the outcome of the war like situation and to what extent it would damage our economy and the global economy. Due to these uncertainties it seems it will take atleast six months for the global markets to stabiles. Further to this the outcome of the SEBI Order is still awaited, and the entire future of the company depends on the final order. The board appreciates and thanks all the members for showing the confidence in the management and Board, further look ahead for the same support in the years to come.

MANAGEMENT PERCEPTION TO AUDITORS QUALIFICATIONS

Note 1 (b) and Note 4 in schedule 'O' - Notes to Accounts, to the balance sheet state that the Company's ability to continue is dependent on two factors mentioned therein. Securities and Exchange Board of India in April 2001 has debarred the company from undertaking fresh business as a stockbroker or merchant banker till further notice. In addition due to stoppage of the business, the Company has suffered substantial liquidity problems after the Balance sheet date. Therefore, considering the stoppage of business and the liquidity problems, the Company's ability to continue is dependent on vacation of the order by SEBI and inflow from receivables. As stated above in the directors report the SAT Order is awaited and hence the entire future of the company depends on the final order of the SEBI. The note in itself is self explanatory and needs no further clarification.

Note 7 to Schedule 'O' to the Balance Sheet regarding amount of Rs. 205.81 crores & delivery of share (worth Rs. 65 crore at value as on 30.9.2001) receivable from Classic Credit Limited (CCL)

As to the recovery of the debts from CCL, the company has taken all the necessary steps for the recoveries of the dues. CCL has been the client of the company since long time. As explained under the review of operation above, the clients of the Company have suffered losses due to 'tech melt down' in the Capital Market. The Company is in the process of recovery and taking all the necessary step in the best interest of the Company. The above note no. 7 is self explanatory and needs no further clarification.

DIRECTORS

During the year Mr. Ketan Parekh, Mr. Kartik Parekh and Mr. Vipul Parekh resigned and the Board accepted their resignations and expressed their sincere appreciation for the able manner in which they had carried out their duties as Directors.

In the current financial year Mr. Dharmen Shah resigned as a director the board accepted the resignations and expressed their sincere appreciation for the able manner in which he had carried out his duties as Director.

The Board proposes the re-appointment of Mr. A R Kapadia who retires by rotation at forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

The term of appointment of Mr. Dharmesh Doshi as Managing Director is due to complete on Oct. 31, 2001 the board recommend his reappointment as Managing Director w.e.f. November 1, 2001 for further term of 5 years.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

a) that in the preparation of the accounts for the financial year ended 31st March, 2001, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities,

d) that the Directors have prepared the accounts for the financial year ended 31" March, 2001 on a 'going concern' basis subject to The Securities and Exchange Board of India (SEBI) has debarred the Company from undertaking fresh business till further notice. Therefore, the Company's ability to continue as a going concern is dependent on vacation of order by SEBI.

AUDIT COMMITTEE

As a compliance of Corporate Governance guidelines and pursuant to the provisions of the Companies Act, 1956 the Board had constituted Audit Committee of the Directors, with following Directors:

Mr. Dharmesh Doshi Mr. Dharmen Shah Mr. A R Kapadia

On resignation of Mr. Dharmen Shah in the current financial year the above committee is reconstituted by inception of Mr. Jatin Sarvaiya in place of Mr. Dharmen Shah.

HUMAN RESOURCES AND INFORMATION TECHNOLOGY

The company has and continues to take various steps to improve the quality of its human resources. The Company has and continues to invest in technology and people to integrate its IT systems in business processes and to provide enhanced Service Quality.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING

The Company is advised that as it is not engaged in manufacturing activity there is no specific disclosure to be made as required under The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 of the Conservation of Energy and Technology Absorption and other related particulars.

The foreign exchange earning during the year was Nil and the outgo was Rs. 664,767/- (Previous year Earning was Rs. 86.426/- and Outgo Rs. 368.575/-)

PARTICULARS REGARDING EMPLOYEES

information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A). Any member, interested in obtaining a copy of this statement, may write at the Registered Office of the Company.

AUDITORS

M/s. Pravin P.Shah & Co. Chartered Accountants and Auditors of the Company, retire and are eligible for re-appointment. The members are requested to consider their re-appointment for the financial year 2001 - 02.

CORPORATE GOVERNANCE:

The compliance of the corporate governance code mandated by SEBI under clause 49 of the Listing Agreement with the stock exchanges is required to be achieved by the end of Financial Year 2001-02. The Board has initiated steps towards compliance of the same.

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Mar 31, 2000

The Directors herewith submit their report on the business and operations, alongwith audited financial statements for the year ended March 31, 2000,

FINANCIAL RESULTS

(Rs. in Million)

Particulars Year ended Year ended 31-Mar-2000 31-Mar-1999

Net Sales 5183 688

Cost of Sales 5165 699

Income from Operations 419 78

Total Expenditure 130 35

Profit Before Depreciation & Tax 308 32

Less Depreciation 1 1

Profit Before Taxation 307 31

Less Provision for Taxation 115 6

Profit After Tax 193 25

Paid up Equity Capital 75 55

Preference Share Capital 35 35

Proposed Preference Dividend 5 8

Proposed Equity Dividend 44 NIL

Tax on dividend 5 1

Reserves 432 14

DIVIDEND

The Directors recommend to pay dividend at the rate of Rs.15/- per share aggregating to Rs. 5.25 million on 3,50,000 - 15% cumulative redeemable preference shares of Rs.100 each for the current year.

Considering the encouraging performance the Directors recommend payment of dividend on enhanced equity capital of 75,00,000 equity shares (inclusive of 20,00,000 equity shares allotted on preferential basis) for the year ended March 31, 2000 at the rate of Rs.7.5 per equity share, on pro rata basis, aggregating Rs 44.20 million. If approved, the dividend shall be paid to members whose names appear in the Register of Members as on 20th May 2000. No dividend was paid on the equity shares, in previous year.

SHARE CAPITAL

During the year the Company had issued 20,00,000 equity shares at Rs.150/- per share as preferential issue to augment the long-term working capital resources. The allotment of said shares were made on January 20, 2000.

DEMATERIALISATION OF SHARES

The company at its extra ordinary general meeting held on 19th January, 2000 passed a resolution for the option to Dematerialisation of the Shares. The Company has entered into an agreement with the National Securities Depository Limited for the Demat of Shares. Accordingly the Shares of the company can also be traded in the Demat form on the Stock Exchange, Mumbai, on completion of necessary formalities. The company has also appointed the Registrar and Share Transfer Agents for the convenience of the Shareholders for better relationship with the company.

ECONOMY AND BUSINESS ENVIRONMENT

During the previous year we witnessed a steady recovery in the economy with the evolvement of new economy segment, namely information Technology, Communications and Entertainment. India is increasingly being accepted as the country with great future because of its capability of logical and creative thinking, which is the essence of software development, medical research, biotechnology etc. During the last year we also witnessed the disappearing of clouds of political instability. With stability in political environment and progressive approach towards reforms, India is becoming `the destination' for direct and portfolio investment. The benefits of `the feel good factor' were visible in changing business environment.

CAPITAL MARKETS

The Capital Markets reflected the buoyant mood towards the new economy segment. The Capital Market Segment is now comparable and integrated globally. The effect of the happening on the Global Markets is immediately reflected on the Indian Indices. Movement on NASDAQ, which is major trendsetter for the Technology Stocks, has its impact on the Technology Stocks listed here. The conservative stock valuation on the EPS and Industry PE ratio is undergone a change with the `Brick & Mortar Model' being replaced by `Dot.Comm Model'. The increased business volumes resulting from small investor coming back to market has increased the volatility in market. The coming year should see continuation of capital market related reforms such as introduction of `Futures & Options'.

REVIEW OF OPERATIONS

The company achieved income from operations of Rs.418.42 mn for the current year as compared to Rs. 77.65 mn for the previous year. In the backdrop of competition with the established and foreign entities offering financial services, the performance of your company is commendable.

The company has continued to value stock-in-trade on `Simple Average Cost or Market-Value', whichever is lower basis as done in the preceeding years. This is not in confirmity with the recent guidelines issued by ICAI. The system have been put in place to adhere to the new guidelines during current year and henceforth the stock shall be accordingly valued in comfirmity to these guidelines.

The securities brokerage operations continues to be the core business where trades amounting to Rs.336.82 bn bringing in brokerage income of Rs.350.47 mn were executed. This business has grown significantly and your company's strategy to increase the business base by catering to newer clients and spreading geographically has paid off.

The fixed Income group has further strengthened its position in the market. During the year your company started trading in fixed income instruments as a strategy to penetrate into semi wholesale debt market. It has also established debt desk in some of its offices across the country. The contribution from this business increased from Rs.0.96 mn to Rs.17.79 mn.

Investment Banking business started picking up in the second half and your company was involved is various equity placements on preferential offer basis. We have secured mandates for several Initial Public Offerings to be made in current year. In the coming years this business is expected to contribute significantly to the profits of the company.

Portfolio Management as a service has not received acceptability amongst Indian Investors. The assets under management are Rs.59 mn at present as compared to Rs. 34 mn in the previous year. It is envisaged that in years to come this business shall also grow as the need for professional guidance to investment is realised.

All the above has been achieved because of significant contribution from our research team. It is increasingly recognised that the research engine is eventually going to be responsible for the desired recognition of best broking house.

No lease contracts have been executed during the period reported. However, recovery of rental dues is under process. The company has taken steps to repossess an excavator earlier leased out, for sell thereafter.

The Company has regained the possession of the assets of pharma division. It is in the process of selling the assets as the company no longer considers beneficial to continue this business.

SUBSIDIARY COMPANIES

Triumph Forex Services Limited commenced full-fledged operations during the year. The company has made a Net Profit of Rs. 82,304/- during the year under review. Triumph Forex has expanded the operations and expects better prospects in future.

The company has a new subsidiary under its umbrella, Triumph Retail Broking Services Private Limited. Triumph Retail has successfully bided for the membership of the Stock Exchange, Mumbai for the Cash & Derivative Segments. On acquiring the BSE membership in the current year it is proposed to start its operations and gradually built its network within the city.

The audited statement of accounts for the year ended March 31, 2000 of Triumph Forex Services Limited together with the report of the Directors and the Auditors, as required under Section 212 of the Companies Act, 1956 is attached. Triumph Retail Broking Services Private Limited is company incorporated on March 8, 2000 and hence the first financial year will close on March 31, 2001 but statement as required under Section 212 of the Companies Act, 1956 is attached.

FUTURE OUTLOOK

The performance in last quarter of 99-00 saw significant improvement. It is expected that this trend shall continue during the current year and your company should benefit out of the steps taken towards strongly positioning the company in the financial and capital markets with the expected growth of 6 to 7% of the economy. We expect that alongwith the brokerage business other business should also contribute significantly.

The company has increased its franchises in the country and has representative offices at 9 centres across the country. The company looks at establishing atleast 25 centres across the country and even venturing for opportunities abroad. The Indian financial system is continuously evolving and new challenges are emerging as markets are being further deregulated.

DIRECTORS

The Board proposes the re-appointment of Mr. Kartik Parekh and Mr. A R Kapadia who retire by rotation at forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

HUMAN RESOURCES AND INFORMATION TECHNOLOGY

The company has and continues to take various steps to improve the quality of its human resources. The Company has and continues to invest in technology and people to integrate its IT systems in business processes and to provide enhanced service quality.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING

The Company is advised that as it is not engaged in manufacturing activity there is no specific disclosure to be made as required under The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 of the Conservation of Energy and Technology Absorption and other related particulars.

The foreign exchange earning during the year was Rs. 86,426/- and the outgo was Rs 368,575/- (Previous year Earning was Nil and Outgo was Rs.30,846/-)

PARTICULARS REGARDING EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A). Any member, interested in obtaining a copy of this statement, may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. Pravin P. Shah & Co. Chartered Accountants and Auditors of your Company, retire and are eligible for re-appointment. The members are requested to consider their r&appointment for the financial year 2000-01.

Y2K COMPLIANCE

The company is Y2K compliant and has successfully entered the millennium with the systems functioning normally.

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Mar 31, 1999

The directors herewith submit their report on the business and operations, alongwith audited financial statements for the year ended March 31, 1999.

FINANCIAL RESULTS

Rs. in Thousand

Year ended Year ended March 31, 1999 March 31, 1998

Profit Before Depreciation & Tax 32,271 3,987 Less : Depreciation 553 265 Profit Before Taxation 31,718 3,722 Less : Provision for Taxation 6,500 Nil Profit After Tax 25,218 3,722 Less : Prior Period Adjustment 444 642 Profit After Adjustment 24,774 3,080 Add : Profit/(Loss) b/f from last year (10,020) (13,100) Amount available for appropriation 14,754 (10,020) Proposed Dividend 8,136 Nil Tax on Dividend 814 Nil Carried to Profit and Loss Account 5,804 (10,020)

DIVIDEND

The Directors recommend to pay dividend on preference shares for previous year and current year. However no dividend is recommended on equity shares since the company requires to conserve its resources for future growth.

CHANGE OF NAME

The name of the company was changed to Triumph International Finance India Ltd as approved in the previous Annual General Meeting.

SHARE CAPITAL

During the year the Company had issued 15% Cumulative Preference Shares amounting to Rs. 5.00 million and 1,688,603 equity shares at Rs. 11/- as preferential issue to augment the long term working capital resources.

ECONOMY AND BUSINESS ENVIRONMENT

The slowdown in economy continued subsequent to Pokhran blast without any significant sign of recovery. Our economic condition would have further deteriorated, had the crude oil markets not witnessed drop in prices. The budget for 1999-2000 has been well accepted by the industry and capital markets. The markets are presently experiencing the feel good factor. India is once again emerging as destination for many investors and if this gathers momentum alongwith the promises for de-bottlenecking the Infrastructure sector being implemented, there is a good possibility of economic recovery.

REVIEW OF OPERATIONS

The company achieved income from operations of Rs. 77.65 mn for the current year as compared to Rs. 26.72 mn. for the previous year. In the backdrop of overall shrinkage in the number of entities continuing to offer financial services the performance of your company is commendable.

The securities brokerage operation continues to be the core business where trades amounting to Rs. 4.3 bn. bringing in brokerage income of Rs. 52.1 mn were executed. This business has grown significantly and the company's strategy to stay focused in this activity has been the prime reason for this commendable performance.

The fixed Income group has been able to establish themselves as important players in the debt market with empanelment by most Banks and Institutions. During the year the trades executed on the WDM segment was Rs. 1.6 bn. The company was also involved in the placement of Resurgent India Bonds issued by the State Bank of India which met with a big success from overseas Indians.

Overall Investment Banking continued to remain inactive due to the lack of confidence amongst investors in Primary market. The company was involved in various equity placements on preferential offer basis and as the Merchant Banker to the first ever buy-back of shares under the new guidelines prescribed by SEBI.

The continuation of slowdown in economic growth resulted in many medium sized companies witnessing tight liquidity situation. The company's view to reduce exposure to money market has turned out to be prudent in hindsight. The total volume recorded was Rs. 415.54 mn.

Portfolio Management division has been performing better in light of shift in focus towards equity related products. The assets under management are Rs. 34 mn. at present. It is envisaged that in years to come this business shall become, a major contributor.

The memorandum of understanding signed with Standard Bank London Limited was converted into formal agreement for Co-operation partners in the areas of forfeiting and International trade finance in May last year. This was followed by an extensive marketing and promotional drive, results of which are expected during the current year. The relationship with Standard Bank is getting deep rooted and we expect to get associated with them in many more areas of business.

No lease contracts have been executed during the period reported. However, recovery of rental dues is under process. The company has received favourable judgement for re-possession of excavator earlier leased out. On possession the company shall put efforts to sell the same.

The Company has been awarded favourable decision in the suit filed for re-possession of assets of Pharma Division. We are now in the process of regaining the possession of the above assets, by seeking execution of the court order. In the meanwhile, the business is continued by engaging in trading activity.

The most commendable achievement is the recognition of our research for its quality and reliability. We recognise the importance of research and it is our endeavour to constantly improve our research capabilities.

SUBSIDIARY COMPANIES

During the year Triumph Forex Management received approval from the Reserve Bank to do money changing business. The company should start its operations during current year.

FUTURE OUTLOOK

The performance in last quarter of 98-99 saw significant improvement. It is expected that this trend shall continue during the current year and the company should benefit out of the steps taken towards positioning the company in the financial and capital markets with the expected turnaround of the economy. We expect that alongwith the brokerage business other activities should also do well during the coming years and therefore we are presently strengthening ourselves in these businesses.

DIRECTORS

During the year Mr. S.J. Marshall resigned from the board of the company. We express our sincere appreciation for the able manner in which he had carried out his duties as Director. Mr. A.R. Kapadia was appointed during the year as a director of the company, in place of casual vacancy due to resignation of Mr. S J Marshall.

Notice under section 257 of the Companies Act, 1956 has been received from a member of the company for the appointment of Mr. A.R. Kapadia. The Board also proposes the appointment of Mr. Dharmen Shah and Mr. Vipul Parekh who retire by rotation at forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

HUMAN RESOURCES AND INFORMATION TECHNOLOGY

The company has and continues to take various steps to improve the quality of its human resources. The Company continues to invest in technology and people to integrate its IT systems in business processes and to provide enhanced Service Quality.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOING

The Company is advised that as it is not engaged in manufacturing activity there is no specific disclosure to be made as required under The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 of the Conservation of Energy and Technology Absorption and other related particulars.

The foreign exchange earning during the year was Nil and the outgo was Rs. 30,846.

PARTICULARS REGARDING EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 the Report and Accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A). Any member, interested in obtaining a copy of this statement, may write to the Company Secretary at the Registered Office of the Company.

AUDITORS

M/s. Pravin P. Shah & Co. Chartered Accountants and Auditors of the Company, retire and are eligible for re-appointment. The members are requested to consider their re-appointment for the financial year 1999-2000.

Y2K COMPLIANCE

The Company is aware of the Y2K problem that it may face for the next millennium. The problem relates to the functioning of the Computer Systems. The Computer Systems are used both by the front office as well as the back office. As far as the front office is concerned the Computer systems are in line with the requirements of the National Stock Exchange of India Limited and are Y2K compliant. As far as the back office is concerned the Company has deputed its own in-house team to handle the said problem. The team consists of qualified computer engineers and we expect to get prepared for any contingency by June 1999. The costs expected in the Y2K Compliance will not be significant.

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Mar 31, 1998

The directors herewith submit their report on the business and operations, alongwith audited financial statements for the year ended March 31, 1998.

FINANCIAL RESULTS (Rs. in thousands)

Year ended Period ended March 31, 1998 March 31, 1997 (Six months)

Profit/(Loss) Before Depreciation & Tax 3,987 (2,456) Less : Depreciation 265 148 Profit/(Loss) Before Taxation 3,722 (2,604) Less : Provision for Taxation Nil Nil Profit/(Loss) After Tax 3,722 (2,604) Less Prior Period Adjustment 642 1 Profit/(Loss) After Adjustment 3,080 (2605) Add : Profit/(Loss) b/f from last year (13,100) (10,496) Proposed Dividend Nil Nil

Carried to Profit and Loss Account (10,020) (13,101)

DIVIDEND

Your Directors recommend not to pay any dividend on preference shares or equity shares since the company requires to conserve its resources for future growth.

SHARE CAPITAL

During the year the Company had issued 15% Cumulative Preference shares amounting to Rs.30 million to augment the long term working capital resources.

OXFORD'S OPERATING ENVIRONMENT

Financial sector witnessed downward pressure in all segments and products due to the continued economic slowdown. This resulted in many players being virtually driven out of the market place. The confidence levels in financial transactions deteriorated and affected business volumes in money markets. The primary market was restricted to few initial offerings made by Public Sector Banks which were priced attractively. Volumes of trading on the secondary market has been progressively improving with continuity of measures to reform and intergrade our capital markets and perceived political stability. The Debt Market is evolving as banks and financial institutions are moving from traditional modes of lending to securitised debt instruments as mode of extending finance. In nutshell all segments are transforming into market and product driven business. The competition is ensuring survival of fittest. Your company's conservative approach has ensured that it survives these difficult times and after consolidating moves into high growth trajectory.

RECENT DEVELOPMENTS

Recently the Company has entered into a Memorandum of Understanding with Standard Bank London Ltd., London (UK) to co-operate on an exclusive basis for the promotion and marketing of forfeiting and international trade finance business in India. This would enhance the companies ability to offer different products to its corporate clientele.

REVIEW OF OPERATIONS

Your company has been able to achieve fee based income of Rs.26.72 mn. for the current year as compared to Rs.15.25 mn. for the previous six months period ended 31st March 1997 and trading profit of Rs.4.84 mn. as compared to loss of Rs.1.02 mn. for six months period ended 31st March 1997. Considering the present environment in the financial services business the results achieved are commendable.

Investment Banking operations were affected due to the continued sluggishness in the Initial Public Offerings market. The Company has diverted its efforts to Private Equity placement and Acquisition & Merger business.

The Activity in the primary market continued to be sluggish due to extremely low investor interest. In the current year no underwriting was done as there were limited opportunity available.

The securities broking operations on the National Stock Exchange (NSE) performed well and generated trading volumes amounting to Rs. 13,454 mn. bringing in brokerage income of Rs. 17.27 mn. This has been the backbone on which your company has been able to sustain itself in adverse market conditions.

The general downturn in the financial sector also affected the money market operations. Your company's conservative approach resulted in no default position for transactions syndicated by the department. The total business revenues from this division was Rs.2.87 mn.

Total Assets managed by the Portfolio Management division presently stands at Rs. 35 million. In the current and future year this business is expected to perform significantly better both in terms of total asset under management and revenues.

During the year the Company activated the WDM segment. Your company has been empanelled by most of the banks who are important participants of this market.

No lease contracts have been executed during the period reported. However, recovery of rental dues is under process.

Your Company has been awarded favorable decision in the suit filed for re-possession of assets of Pharma Division. We are now in the process of regaining the possession of the above assets, by seeking execution of the court order. In the meanwhile the business is continued by engaging in trading activity.

FUTURE OUTLOOK

The current year has begun on a significantly better note with the perceived political stability and expected turnaround of the economy. The business volumes have picked up and we expect a far better performance in the current year. Your company has taken a conscious decision to stay focused in the business of securities broking/financial services and related areas. Your company is venturing in to newer areas of business such as money changing, international trade finance syndication, developing retail network of share shop across the country etc. which are considered to be having high growth potential.

We are in the process of enhancing delivering capability in all segments of business and continuously innovating products to meet out client requirements.

We are also committed to back all our business activities with through research and achieve the status of reliable and qualitative research.

DIRECTORS

During the year Mr.Percy Mistry, Mr.Dhiren Shah, Mr.Homi Sethna and Mr.Homi Patel resigned as directors of the Company. Pursuant to the resignations Mr.Vipul Parekh and Mr. Dharmen Shah were appointed by the Board as additional directors of the Company. Mr. Kartik Parekh was appointed as director due to causal vacancy created by the resignation of Mr.Homi Sethna.

The Company accepted the resignations from Mr. Percy Mistry, Mr. Dhiren Shah, Mr. Homi Sethna and Mr. Homi Patel and expressed sincere appreciation for the able manner in which they had carried out their duties as Directors.

Notice under section 257 of the Companies Act, 1956 has been received from a member of the company for the appointment of Mr. Kartik Parekh, Mr. Vipul Parekh & Mr. Dharmen Shah. The Board also proposes the appointment of Mr. Jatin Sarvaiya as the Managing Director of the Company, for whom notice has been received from a member of the company. HUMAN RESOURCES AND INFORMATION TECHNOLOGY

The company has and continues to take various steps to improve the quality of its human resources. The Company has and continues to invest in technology and people to integrate its IT systems in business processes and to provide enhanced Service Quality.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOINGS

The Company is advised that as it is not engaged in manufacturing activity there is no specific disclosure to be made as required under The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988, of the Conservation of Energy and Technology Absorption and other related particulars.

PARTICULARS REGARDING EMPLOYEES

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 forms part of this Report. However, as per the provisions of Section 219(1)(b)(IV) of the Companies Act, 1956 the Report and Accounts are being sent to all members excluding the statement of particulars of employees under Section 217(2A). Any member interested in obtaining a copy of this statement, may write at the Registered Office of the Company.

AUDITORS

M/s. Pravin P Shah & Co. Chartered Accountants and Auditors of your Company, retire and are eligible for reappointment. The members are requested to consider their reappointment for the financial year 1998-99.

ACKNOWLEDGMENTS

The directors wish to place on record their appreciation for the timely support and co-ordination given to the Company by employees at all levels of the Company, its Bankers, Client all those who have directly/indirectly contributed to the Company's progress and above all you, the Shareholders, of the Company.

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Mar 31, 1997

DIRECTORS' REPORT

To the Members

The directors herewith submit their report on the business and operations, alongwith audited financial statements for the six month period ended March 31, 1997.

FINANCIAL RESULTS

Rs. in thousands.

Period ended Period ended March 31, 1997 September 30,1996 (Six months) (Eighteen months)

Profit/(Loss) Before Depreciation and Tax (2,456) (4,126) Less : Depreciation 148 1,124 Profit/(Loss) Before Taxation (2,604) (5,250) Less : Prior Period Adjustment 1 20 Profit/(Loss) After Tax (2,605) (5,270) Add : Profit/(Loss) b/f from last year (10,496) (5,226) Amount available for appropriation (13,101) (10,496) Proposed Dividend NIL NIL

Carried to Profit and Loss Account (13,101) (10,496)

DIVIDEND

The directors regret their inability to pay a dividend for the six month period ended March 31, 1997.

SHARE CAPITAL

The issued and paid-up share capital stands at Rs. 38,113,970/- subsequent to exercise of warrants issued as per the scheme of Amalgamation.

AMALGAMATION AND RECONSTITUTION

After the reorganisation and consolidation of the share capital subsequent to amalgamation with the erstwhile Oxford International Finance India Limited., in the previous accounting period, the Company has arranged for the issue of new share certificates to all shareholders, in exchange for the old share certificates.

In accordance with the Scheme of Amalgamation a plan of action was chalked out to offer the shareholders options to (i) either accept new shares of the Company (ii) or sell their shares at a price of Rs. 30/- per share.

The Company has appointed Stellar Equity Management Services to manage the entire transaction and make sure that the shareholders get a fair deal by offering them both entry and exit routes. The exercise received a favourable response from the shareholders.

OXFORD'S OPERATING ENVIRONMENT

An unnecessarily high level of political uncertainty in the Indian economy and financial sector has continued exerting downward pressure on the bottomlines of Non-Banking Finance Companies (NBFCs). The primary market was moribund and the secondary market trading was restricted to a few large company shares. At a time when the investor confidence in the capital market was reviving gradually, after approval of the much acclaimed Budget - 97 in the parliament and a more flexible and responsive Credit Policy, yet another scam by one of the major Investment Banks sent more shock waves to the investor community further jeopardising an already unsteady and nervous capital market. The repetition of such scams almost every year is damaging investor perceptions about the probity of Indian capital markets and therefore revival of investor interest. What is of graver concern is the corrosive effect that these can have on the progress of financial sector reforms and hence of the entire liberalisation programme.

Indian capital markets are unlikely to see the survival of all of the financial services companies, which mushroomed subsequent to financial sector liberalisation in 1992. As markets mature there will be increasing competition exerting pressure on margins and business will come to those who can adapt and change by developing capabilities to generate larger volumes and provide high-quality personalised services. Oxford is focussing its attention precisely on developing such capabilities through strategic alliances in the capital market.

REVIEW OF OPERATIONS

The business environment for the financial services changed very rapidly. A young Company of Oxford's size, which is evolving from its infancy, has gone through turbulent times that were not anticipated when it was launched. The Company is attempting to anticipate these changes and is cautious in its operations.

During this period the Company has made great efforts to increase operational efficiency, improve its service quality and enhance back-office strengths. Its organisation structure has been refined highlighting responsibilities more clearly to improve productivity and accountability. Reporting lines have been smoothened to align individual roles in coherence with the broad organisational objectives. Investments have been made in Information Technology to integrate systems with processes to keep abreast with the industry trends and to augment Company's capacity to cope with rapid changes.

The capital market has seen a shift from equity to debt related instruments. Oxford recognised the shift and exploited the opportunities that have emerged thereof. As a result the Company has been able to increase its fee-based income (Net income from operations for the six month period ended March 31, 1997 stands at Rs. 15.25 mn. as compared to Rs. 34.45 mn. for the eighteen month period ended March 31, 1996., up by 32.8 %) in an environment where the overall economy witnessed a slow-down and most companies in financial services business reported a slump in fee-based income. In beating the industry trend, Oxford has demonstrated that it has the capacity to succeed in a difficult environment - a capacity which reflects the quality of its human resources and their flexibility.

INVESTMENT BANKING

Investment Banking operations were affected due to the continued lull in the Initial Offerings market. The Company was involved in various project finance activities which earned fees of Rs. 1.80 mn. for the period reported.

The investment banking division successfully carried out a takeover exercise for a client and is presently working on several proposals for loan-syndications, ECBs, acquisitions & mergers etc. for various clients.

PRIMARY MARKETING

The primary market was moribund for the third consecutive year with only a limited number of good equity issues entering the market. The Company successfully marketed the fundamentally strong issues through its sub-broker network. The primary market is witnessing increasing distribution of debt instruments and Oxford is building up its strength in this segment.

CAPITAL MARKET OPERATIONS

Despite the prevailing conditions in the secondary market, the securities broking operations on the National Stock Exchange (NSE) performed well and generated trading volumes amounting to Rs. 5157.60 mn. bringing in brokerage income of Rs. 6.26 mn..

In addition to increased revenues in the equity broking, Oxford gradually expanded broking activity in the wholesale debt market. With the debt market expected to grow significantly, the Company is working on generating more business volumes from this segment and expects substantial benefits to accrue in the near future.

MONEY MARKET OPERATIONS

The Company was quick to exploit the opportunities that evolved in the money market because of decreased activity in other segments of the financial services sector. The money market division increased its business volumes and exceeded its income targets for the period reported. The income from this division was Rs. 4.81 mn.

The division started with plain vanilla products such as ICDs, Bill Discounting etc. It has now entered into value added product segments such as Commercial Papers, Institutional Corporate loan syndications, placement of NCDs et al. This transition has been made possible due to opportunities offered by a constantly evolving business environment coupled with renewed interest and emphasis on new product development.

ASSET MANAGEMENT

With continuing sluggishness in stock markets and decreased appetite on the part of its clients, Oxford's asset management business was affected to the anticipated extent. The total assets being managed under the PMS presently stands at Rs. 30 mn..

In tune with the shift from equity to a debt denominated market, the PMS is working on debt related products and expects to expand its business as the market recovers and investor confidence is restored.

LEASING

No lease contracts have been executed during the period reported. However, recovery of rental dues is under process.

PHARMA DIVISION

The Company has continued this business by engaging in trading activity.

DIRECTORS

Mr. Shiamak Marshall and Mr. Homi Sethna Directors of the Company retire by rotation and being eligible offer themselves for reappointment. The members are requested to consider their reappointment.

HUMAN RESOURCES AND INFORMATION TECHNOLOGY

Going by world experience, institutional transformation is inevitable in a constantly evolving financial firmament and for a capital market undergoing transformation at a rapid pace. As the economy transits from a command-control, government directed economy to a liberated one, there will surface a latent demand for quality financial products and services. To meet these demands the Indian financial system requires high quality human resources.

Oxford has taken various steps to improve the quality of its human resources. In-house training programmes are carried out to create a knowledge-base and to improve cross-functional interaction across the organisation.

The Company has and continues to invest in technology and people to integrate its IT systems into business processes and to provide enhanced Service Quality.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGOINGS

The Company is advised that as it is not engaged in manufacturing activity and there is no specific disclosure to be made as required under The Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988., of the Conservation of Energy and Technology Absorption and other related particulars.

The particulars regarding foreign exchange expenditure and earnings appear as Item No. 14 and 15 in Notes to the Accounts.

AUDITORS

M/s. Pravin P. Shah & Co., Chartered Accountants and Auditors of your Company, retire and are eligible for reappointment. The members are requested to consider their reappointment for the financial year 1997-98.

ACKNOWLEDGEMENTS

The directors wish to place on record their appreciation for the timely support and co-ordination given to the Company by employees at all levels of the Company, its Bankers, Clients, all those who have directly/indirectly contributed to the Company's progress and above all you, the Shareholders, of the Company.

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Sep 30, 1996

Directors herewith submit their report to the Members together with the audited financial statements for the 18 month period ended September 30, 1996. This is the first report to you after your Company's reconstitution through the amalgamation of the erstwhile Oxford International Finance (India) Limited (OXFORD) with your company, which was formerly known as Empire Medicines Limited (EML).

FINANCIAL RESULTS:

(Rs. in Million) Period ended EML (Year ended Erstwhile OXFORD September 30,1996 March 31,1995) (Year ended March 31,1995)

Profit /(Loss) Before Depreciation and Taxes (4.126) 3.308 1.449

Less : Depreciation 1.124 0.711 0.153

Profit /(Loss) Before Taxation (5.250) 2.597 1.296

Less : Provision for Taxation 0.020 NIL 0.085

Profit /(Loss) After Tax (5.270) 2.597 1.211

Add : Profit /(Loss) b/f from last year (5.226) (27.565) 0.080

Amount available for appropriation (10.496) (24.968) 1.291

Proposed Dividend NIL NIL 1.193

CARRIED TO PROFIT AND LOSS ACCOUNT (10.496) (24.968) 0.098

DIVIDEND:

Your directors regret their inability to recommend a dividend for the period ended 30th September, 1996.

SHARE CAPITAL:

The authorised share capital has been increased from Rs. 22.50 mn. to Rs. 50 mn. The issued and paid-up share capital, after re-organisation and consolidation, stands at Rs. 37,914,300.

AMALGAMATION

The scheme of amalgamation of Oxford International Finance (India) Limited (OXFORD) and Empire Medicines Limited (EML)., as approved by you in the previous Annual General Meeting was sanctioned in the High Court of Judicature at Bombay. The name of the amalgamated Company has been changed to Oxford International Finance India Limited". Prior to the issue of shares in the amalgamated Company to the shareholders in OXFORD, the Equity Share Capital of your company was, with the approval of the High Court at Bombay, re-organised by carrying out a reduction of capital so as to reduce the face value of shares from Rs 10 to Re. 1 per share after which these were consolidated back into shares of the face value of Rs. 10 each. This ratio carried out to ten shares in your Company prior to reduction of capital for every share held in OXFORD.

As a result of this amalgamation, the Directors are confident of reaping major rewards from positive synergy of the erstwhile Companies which is aimed at absorbing the accumulated losses of EML and making operations profitable in the subsequent years.

PRESENT SCENARIO:

The economy is facing a slowdown after three consecutive years of high growth. The signs are depicted by deceleration in industrial growth, the prevailing high interest rates, a reduced rate of expansion of commercial bank credit and a marked deceleration of export growth rates. Illiquid secondary markets and sluggish primary markets have compelled the corporates and entrepreneurs to resort to high cost debt. But high interest rates, and a tight liquidity position, have made the cost of capital prohibitive. This has affected production as well as industrial growth/expansion. A restrained rate of money supply in the face of a significant expansion of money demand has exacerbated the shortfall of credit needed by industry as government borrowings from the market have grown much too rapidly to finance an unsustainably large fiscal deficit. The resultant crowding out effect has resulted in expansion of bank credit to the commercial sector showing a decreasing trend. The combination of tight money, the high cost of debt, collapsed equity market, continuing concerns about the political front has engendered pessimistic expectations about prospects for the Indian economy as a whole.

Your Company's performance is related to the state of economy and therefore given the present scenario the current years performance may not be very encouraging. The management is hopeful that the scenario would improve in the forthcoming year.

REVIEW OF OPERATIONS:

Leasing :

No further lease contracts have been executed during the year. However, recovery of lease rental dues is under process.

Pharma Division: The company has continued the business by engaging in trading activity.

Investment Banking:

1. Issue Management:

The Company has successfully completed five issues as Lead Managers and has assisted as Lead Manager in the takeover of a Company.

2. Underwriting:

The Company has underwritten primary issues to the tune of Rs. 47.20 mn.

3. Project Finance:

The Company has undertaken an International Assignment from a client in the Ukraine (part of the former USSR) for undertaking feasibility studies of various projects in the pharmaceutical, automobile, petroleum and food-processing sectors. These assignments were successfully carried out over a six month period. We shall continue to undertake such overseas assignments in the coming financial year.

The Project Finance Division of the Company has successfully completed the preparation of three Detailed Project Reports for its clients.

4. Issue Marketing:

The company has mobilised funds to the extent of Rs. 3025 mn. despite muted conditions in the Primary Market. It has successfully acted as a Syndicate Member in the first ever book building process for the ICICI Bond issue.

CAPITAL MARKET OPERATIONS:

Turnover in equity trading was Rs. 1786.90 mn. for the 18 month period. We expect higher volumes in the capital markets once the national depository is put in place and derivatives begin to be traded.

MONEY MARKET:

The Company has achieved healthy growth in its Money Market operations with turnover exceeding Rs. 3000 mn. for the period. Besides syndication of ICD, B/D and lending against shares, our Money Market operations have resulted in a high level of client satisfaction through the provision of a combined package of services i.e. Custodial Services, meticulous documentation, rapid settlement etc.

We foresee a very healthy increase in this segment of our business in the forthcoming year.

ASSET MANAGEMENT SERVICES:

OXFORD has been operating with various portfolio management products developed to serve high net worth individual as well as the corporate clientele. The Company is now advising various Resident and Non-Resident Indian clients. The total value of funds being managed by our portfolio management services group amounts to Rs. 30 mn. We expect to expand this business as the capital market recovers and investor confidence is restored.

HUMAN RESOURCES:

The company has expanded its human resource base rapidly over the past 18 months and is proud of its highly qualified professionals who deserve credit for contributing to the Company's growth. Over that period training programmes have been undertaken by the Company to improve the quality and skill-level of our human resource base with several initiatives being taken for their welfare.

The Company understands that human resources represent the cornerstone of its future market success and will continue its progressive policies to encourage individual and team excellence.

The information required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 amended is as per the Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

The company is being advised that since there was no manufacturing activity during the year due to closure of the factory the Company has nothing in specific to be disclosed as required under The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, of the Conservation of Energy and Technology Absorption. But the Company has taken all the possible necessary steps for the Conservation of Energy and Technology Absorption.

The particulars regarding foreign exchange earnings and expenditure appear as item No. 16 and 17 in Notes to the Accounts. The Company is being advised that since there was no manufacturing activity during the year other particulars in The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

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Mar 31, 1995

Your Directors have pleasure in submitting their Nineth Annual Report together with the audited accounts for the year ended 31st March, 1995

FINANCIAL RESULTS:

(RUPEES IN LACS)

CURRENT YEAR PREVIOUS YEAR Rs. Rs.

Sale of Pharmaceutical Products 18.71 - Lease Rental & Other Income 46.93 15.10 65.64 15.10 GROSS PROFIT 45.24 12.33 Less : Interest 0.78 0.17 Depreciation 7.11 7.11 Preliminary Expenses W/off 1.38 1.38 Provision for contingencies 10.00 ________ 19.27 8.66

Profit after Depreciation 25.97 3.67

APPROPRIATIONS: Balance Brought Forward from Previous Year (275.65) (279.32) Leaving Balance to Carried Forward (249.68) (275.65)

DIVIDEND:

Your Directors regret their inability to recommend any dividend for the year under report.

OPERATIONS:

LEASING DIVISIONS

No further lease contracts have been executed during the year. However, Recovery of Lease rental dues are under process.

The Company has negotiated with banks for settlement of Secured Loans. Secured Loans of Bank of India, Bank of Maharashtra and Union Bank of India has been settled and repaid during the year. Negotiations with Indian Overseas Bank is in progress and your directors are expecting to clear their dues very soon.

PHARMACEUTICAL DIVISION

The Company had to suspend its manufacturing activities as the Company's factory has been illegally occupied by one of its past Director. The company has initiated necessary legal action to evacuate him and secure possession. In the meanwhile the Company has however continued the business of this division by engaging in trading activity.

AUDITORS:

The auditors of the company, A.C. Matalia & Co., Chartered Accountants, retires at the ensuing Annual General Meeting and have shown their unability to continue.

Your directors propose to appoint M/s. Pravin P. Shah & Co. as Auditors from the conclusion of ensuing general meeting till the conclusion of the next Annual general meeting.

PARTICULARS OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company at present does not carry out any research.

The Company has not imported any technology whatsoever so far and hence the question of its absorption/benefits does not arise.

The Company did not earn foreign exchange or spent any sum in foreign exchange.

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Mar 31, 1994

Your Directors have pleasure in submitting their Eighth Annual Report together with the audited account for the year ended 31st march, 1994.

DIVIDEND : Your Directors regret their inability to recommend any dividend for the year under report.

OPERATIONS : LEASING DIVISIONS : No further lease contracts have been executed during the year. however, Recovery of Lease rentals dues are under process

The company is negotiated with banks for settlemetnof secured loans. The dues of Mandvi Co-op Bannk Ltd. has been re-negotiated.

PHARMACEUTICAL DIVISION : The Company has suspended its manufacturing activities as the compan's factory has been illegally occupied by one of its past director. The company has initiated necessary legal action to evacuate him and secure possession. In the meanwhile the company has however continued the business of this division by engaging in trading activity.

FOREIGN EXCHANGE EARNINGS AND OUTGO : The Company did not earn foreign exchange or spent any sum in foreign exchange.

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Mar 31, 1993

Your Directors have pleasure in submitting their Seventh Annual Report together with the audited account for the year ended 31st march, 1993.

DIVIDEND : Your Directors regret their inability to recommend any dividend for the year under report.

OPERATIONS : LEASING DIVISIONS : No further lease contracts have been executed during the year. The activities in this division have been now concentrated in recovery of the lease rents.

Major contracts executed for lease transactions have expired during the year and in absence of secondary lease period available under the contract, the relevant leased assets have to be written off during the year under report. The amount thus written off during the year amounts to Rs. 36.36 Lacs.

Further, Provisions for Contingencies of Rs. 20 Lacs have been made during the year in respect of lease rent dues, non-usage Raw materials and Stock and value of Fixed Assets on estimated basis as the loss amount is not ascertainable.

PHARMACEUTICAL DIVISION : The Company has suspended the activities of this division as mentioned in earlier Director's Report, and other trading avenues are being explored. The Company's Factory has been illegally occupied by one of its past Director. The Company has initiated necessary legal action to evacuate him, and secure possession.

FOREIGN EXCHANGE EARNINGS AND OUTGO : The Company did not earn foreign exchange or spent any sum in foreign exchange.

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Mar 31, 1992

NOT AVAILABLE