We have audited the accompanying standalone Ind AS financial statements of Triumph
International Finance India Limited (the “Company”), which comprise the Balance
Sheet as at 31^st March, 2024, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash
Flow for the year then ended, and a summary of significant accounting policies and other
explanatory information.

In our opinion and to the best of our information and according to the explanations given
to us, the aforesaid standalone Ind AS financial statements give the information required
by the Companies Act, 2013, as amended (“the Act”) in the manner so required and give a
true and fair view in conformity with the accounting principles generally accepted in
India, of the state of affairs of the Company as at March 31, 2024, its profit including
other comprehensive income, its cash flows and the changes in equity for the year ended
on that date.

Basis for Qualified Opinion

(a) We draw your attention to Notes A(3), A(4) and B(17), (20) and (25) in the
Significant Accounting Policies and Notes on Accounts (Notes A & B) to the balance
sheet. The accounts are prepared on going concern basis as the company has shown its
intent to do business of share trading immediately, though is not able to commence for
technical reasons. However, subject to the above mentioned notes in B, as the Securities
and Exchange Board of India has cancelled the registration of the Company as a stock¬
broker and the National Stock Exchange has declared the Company to be a defaulter and
that the Company’s appeal has been dismissed by the Apex Court, and recovery of debts
being doubtful as mentioned in para(s) below and sizable accumulated losses, we are
unable to quantify the impact of some of qualifications and assets and liabilities and the
equity stated in the Balance Sheet;

(b) We draw your attention to Note 20 in Note B to the Balance Sheet about amount of
Rs 67.54 crores receivable from Classic Credit Limited (“CCL”). CCL has not
commenced the payment as per the time schedule. The Company has not been able to
produce any positive evidence to us to show that CCL will be able to repay the amount
and give the delivery of the shares. According to the information and explanation given to
us and in absence of any evidence being made available to us, in our opinion on the
recoverability of this amount from CCL seem doubtful. On the basis that the amount is not
recoverable and the provision for the same is required to be made in the accounts, the
profit for the year would have been lower and the debit balance of Profit & Loss Account
shown in the Balance Sheet would have been higher by Rs 0.15 crores respectively and
the asset, stated in the balance sheet would have been lower to that extent.

(c) We draw your attention to the fact that total Debtors other than Classic Credit
Limited are Rs. 2.50 crores. In absence of other details about them, we are unable to
express an opinion about the recoverability of the amount and the consequential effect
thereof on the profit for the year and on the asset, liabilities and the other equity, stated in
the Balance Sheet

(d) We draw your attention to Note 25 in Note B to the Balance Sheet about Rs.3.56
crores paid to Panther Investrade Limited. In view of the fact that DRT matters are
pending against Panther Investrade Limited and since other information about them is
not made available to us, we are unable to express an opinion about the recoverability of
this amount and consequential effect thereof on the profit for the year and on the asset,
liabilities and equity stated in the Balance Sheet.

(e) We draw your attention to Note No 30(b) and (c) of Notes on accounts forming
part of Financial Statement which relates to ownership of shares and securities and
dividend income Rs 12.54 lacs received during the year. In absence of information
regarding the ownership of shares and securities we are unable to express an opinion
about this amount and consequential effect thereof on the profit for the year and on the
asset, liabilities and equity stated in the Balance Sheet.

(f) Except for the matters referred to in para (a) to (e) above in respect of which the
amount involved is significant and in respect of which we are unable to express an
opinion about recoverability of amount, delivery of shares, in our opinion and to the best
of our information and according to the explanations given to us, the said accounts, read
with the Notes to Accounts appearing in the Note B give the information required by the
Companies Act, 2013, in the manner so required.

We conducted our audit in accordance with Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards
are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India together with
the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Companies Act, 2013 and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our qualified opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
In addition to the matter described in the Basis for Qualified Opinion section we have
determined the matters described below to be the key audit matters to be communicated in
our report.

(a) Evaluation of uncertain tax positions

The Company has material uncertain tax positions including matters under dispute which
involve significant judgement to determine the possible outcome of these disputes.

Refer Note no 31 to the Standalone Ind AS Financial Statements

Auditors ’ Response

Principal Audit Procedures

We obtained details of completed tax assessments and demands during the year ended
March 31, 2024 from the management. We involved our internal experts to challenge the
management’s underlying assumptions and the possible outcome of the disputes. Our
internal experts also considered legal precedence and other rulings in evaluating
management’s position on these uncertain tax positions.

(b) Accuracy of revenues recognised on fixed deposits

The Company recognised interest on fixed deposits kept with the National Stock
Exchange India Limited (NSE) and various Banks.

Refer Note no 27 to the Standalone Ind AS Financial Statements

Auditors ’ Response

Principal Audit Procedures

We assessed the basis of recognition of interest income followed by the management.
Additionally, we obtained the statements of the Banks and Form no 26AS to evaluate
whether any change was required to management’s basis to recognise revenue.

Other Information

The Company’s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual report, but does not include
the standalone Ind AS financial statements and our auditor’s report thereon.

Our opinion on the standalone Ind AS financial statements does not cover the other
information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone Ind AS financial statements, our
responsibility is to read the other information and, in doing so, consider whether such
other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based
on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this
regard.

Responsibilities of Management for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these standalone Ind AS financial statements
that give a true and fair view of the financial position, financial performance including
other comprehensive income, cash flows and changes in equity of the Company in
accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules, 2015, as amended. This
responsibility also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and the design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of
the accounting records, relevant to the preparation and presentation of the standalone Ind
AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone Ind AS financial statements, management is responsible for
assessing the Company’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial
reporting process.

Auditors’ Responsibilities for the Audit of the Standalone Ind AS Financial
Statements

Our objectives are to obtain reasonable assurance about whether the standalone Ind AS
financial statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these standalone Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone Ind AS financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act,
we are also responsible for expressing our opinion on whether the Company has adequate
internal financial controls system in place and the operating effectiveness of such
controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to

modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions may cause the Company
to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone Ind AS
financial statements, including the disclosures, and whether the standalone Ind AS
financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,
individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the standalone financial statements may be influenced.
We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of
any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters,
the planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone Ind AS financial
statements for the financial year ended March 31, 2023 and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

(a) As required by the Companies (Auditor’s Report) Order, 2016 (the “Order”) issued by
the Central Government in terms of section 143(11) of the Companies Act, 2013, we
give in the Annexure ‘A’ a statement on the matters specified in paragraphs 3 and 4 of
the Order.

(b) As required by section 143(3) of the Act, we report that -

(i) We have sought and obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our audit;

(ii) In our opinion, proper books of account as required by law have been kept so far
as appears from our examination of such books;

(iii) The Balance Sheet, the Statement of Profit and Loss including Other
Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity
dealt with by this Report are in agreement with the books of account;

(iv) In our opinion, the aforesaid standalone Ind AS financial statements comply with
the Indian Accounting Standards specified under section 133 of the Act read with
Rule 7 of the Companies (Accounts) Rules, 2014.

(v) On the basis of written representations received from the directors as on March 31,
2023, and taken on record by the Board of Directors, none of the directors is
disqualified as at 31st March, 2023, from being appointed as a director in terms of
section 164(2) of the Act.

(vi) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate report in “Annexure B”. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Company’s internal financial controls
over financial reporting.

(vii) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according to the explanations given to
us:

(a) The Company has disclosed the impact of pending litigations on its
financial position in its standalone Ind AS financial statements except as
mentioned in Note 22 and 23 in Note B to the financial statements.

(b) The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, on long-term
contracts including derivative contracts except as mentioned in Note 23 in
Note B to the financial statements.

(c) The Company has not transferred the amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company and as per the RBI
guidelines the bank has transferred the unclaimed dividend to the Reserve Bank
of India DEAF account.

(d) (i) The management has represented that, to the best of its knowledge and belief,
no funds have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the Holding Company
or its subsidiary companies incorporated in India to or in any other persons or
entities, including foreign entities (“Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that the Intermediary shall, directly or
indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(ii) The Management has represented, that, to the best of its knowledge and belief,
no funds (which are material either individually or in the aggregate) have been
received by the Company from any person(s) or entity(ies), including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the
Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused
us to believe that the representations given by the management under paragraph
(b)(vii)(d)(i) and (ii) above, contain any material misstatement.

(e) The Company have not declared or paid any dividend during the current year.

(f) Based on our examination, which included test checks, the Company has used the updated
version of existing accounting software for maintaining its books of account for the
financial year ended March 31, 2024, which has a feature of recording audit trail (edit log)
facility and the same was not enabled and operated throughout the year for all relevant
transactions recorded in the software. Accordingly, the question of our commenting on
whether audit trail was tampered with does not arise.

Further, as proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable
from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as per the statutory requirements for record
retention is not applicable for the financial year ended March 31, 2024.

For Rawat & Associates
Chartered Accountants
Firm Registration no 134109W

Ankit Rawat
Partner

Membership no 149191

Delhi, 29^th May, 2024

UDIN - 24149191BKEWYU2816