డైరెక్టర్ల నివేదిక Niyogin Fintech Ltd.

Mar 31, 2025

Your Directors are pleased to present this Annual Report of Niyogin Fintech Limited ("the Company" or "Niyogin") along with the
audited financial statements (standalone and consolidated) for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	7,644.04	4,034.91	30,397.84	19,576.56
Other income	19370	138.57	504.02	223.04
Total Income	7,837.74	4,173.48	30.901.86	19,799.60
Total Expenditure	8,815.91	4.928.90	3312846	22,411.63
Profit/(Loss) before Tax	(97817)	(755.42)	(2,226.60)	(2,612.03)
Less: Provision for taxation
Current Tax	-	-	-	-
Deferred Tax Asset	-	-	(569.01)	(128.05)
Tax Adjustment of earlier year	-	-	(24.87)	-
Net Profit/(Loss) after Tax	(97817)	(75542)	(1,632.72)	(2,483.98)
Transfer to Reserve under Section 45IC of the RBI Act, 1934	-	-	-	-
Balance brought forward from previous period	(6,314.22)	(5,559.65)	(8,716.41)	(7,038.08)
Balance carried to Balance Sheet	(7,285.95)	(6,314.22)	(10,299.48)	(8,716.41)
Earnings Per Share
- Basic	(1.01)	(0.80)	(1.64)	(178)
- Diluted	(0.99)	(079)	(1.63)	(175)

2. COMPANY''S PERFORMANCE

Your Company is in the business of providing fully digital
credit access to MSME’s through a large distribution network
of financial professionals serviced by product partners. The
product stack includes unsecured working capital loans,
transaction centric short duration and secured loans. It is
registered as a Base layer, Non-Banking Financial Company
- Non-Systemically Important Non-Deposit taking Company
under Master Direction - Reserve Bank of India (Non-Banking
Financial Company - Scale Based Regulation) Directions, 2023
("RBI Scale Based Regulations") and is listed on the Bombay
Stock Exchange Limited (’BSE Limited''). There was no change
in the nature of business of the Company during the FY 2025.

Detailed information on the operations of the different
business lines and state of affairs of the Company and its
subsidiaries are covered in the Management Discussion and
Analysis.

On a consolidated basis, the revenue for FY 2025 was
'' 30,901.86 Lakhs. The loss for the year was '' 2,226.60 Lakhs.

On a standalone basis, the revenue for FY 2025 was '' 7,837.74
Lakhs. The Company posted loss of '' 978.17 Lakhs as against
'' 755.4) Lakhs in the previous year.

The consolidated financial statements have been prepared
in accordance with the Act and the relevant accounting
standards and forms part of this Annual Report.

3. DIVIDEND

In the absence of profits during the year under review, your
Directors do not recommend any dividend for the FY 2025.

4. DEBT EQUITY RATIO

Your Company’s Debt: Equity ratio as on March 31, 2025 stands
0.25.

5. NET WORTH

The Net Worth of your Company as on March 31, 2025 stood
at '' 35,289.92 Lakhs.

6. CREDIT RATING

The brief details of the rating received from the credit agency
by the Company for its outstanding instruments are given
elsewhere in the Annual Report.

7. MATERIAL CHANGES AND COMMITMENTS
AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE
OF THE REPORT

There are no significant material changes and commitments
affecting the financial position of the Company that occurred
between the end of the financial year and the date of this
report, except the following.

The Company has issued and allotted 20,000 Listed, Rated,
Senior, Secured, Transferable, Redeemable, Taxable, Non¬
Convertible Debentures of Face value '' 10,000/- (Rupees Ten
Thousand only) [''NCDs''] aggregating to '' 20,00,00,000/-
(Rupees Twenty Crores Only) on a private placement basis
on July 17, 2025. These NCDs were listed on BSE Limited on
July 18, 2025.

8. RBI SCALE BASED REGULATIONS

The Company is categorised as an NBFC - Base Layer (NBFC-
BL) pursuant to the Master Direction - Reserve Bank of India
(Non-Banking Financial Company - Scale Based Regulation)
Directions, 2023.

9. COMPOSITE SCHEME OF ARRANGEMENT
AND AMALGAMATION

The Board of Directors of the Company upon the report of
the Audit Committee and Independent Directors Committee,
at its meeting held on January 31, 2025 had considered and
approved the Composite Scheme of Arrangement and
Amalgamation between Niyogin Fintech Limited ("Demerged
CompanyTAmalgamating Company VNFLVCompany"),

and Niyogin Finserv Limited ("Resulting CompanyTNFL 2")
and Iserveu Technology Private Limited ("Amalgamated
CompanyTIserveu") and their respective shareholders and
creditors under sections 230 to 232 read with section 52 and
66 and other applicable provisions of the Companies Act, 2013
("Act") (“Scheme").

The Scheme is subject to receipt of the approvals of the
requisite majority of the public shareholders and creditors
(as maybe applicable) of the Companies, BSE Limited, the
Securities and Exchange Board of India, National Company
Law Tribunal, Chennai Bench and other regulatory authorities,
as may be applicable.

The said Scheme is available on the website of the Company
www.niyogin.com

10. SUBSIDIARIES

On March 31, 2025, the Company has 5 subsidiaries and there
has been no material change in the nature of the business
of the subsidiaries. During the FY 2025, the Company had
incorporated a public company in the name of Niyogin Finserv
Limited on January 28, 2025. There were no associates or joint

venture companies within the meaning of Section 2(6) of the
Companies Act, 2013 ("Act").

Iserveu Technology Private Limited (Iserveu)

A material subsidiary in which the Company holds 51.00%.
Iserveu is the only full stack financial infrastructure company
offering an integrated platform that delivers embedded
banking and financial technology solutions to banks, NBFCs,
FinTechs, and other regulated financial institutions.

Iserveu enables seamless digital transformation and financial
inclusion through its wide portfolio of Banking-as-a-Service
(BaaS) across the following key verticals:

• Financial Inclusion: Agency banking, branchless banking,
mobile money platforms, and wallet infrastructure
engines

• Issuance: Infrastructure for debit, credit, and prepaid
card issuance, along with neo-banking solutions

• Merchant Acquiring: Point of Sale (POS) solutions,
QR code-based payment systems, and Soundbox
integrations

• Transaction Banking: UPI APIs, BBPS, and payout
infrastructure for remittances and offline payments

Iserveu is having its registered office in Odisha, Bhubaneswar.
Iserveu is in the process of shifting its registered office from
Odisha, Bhubaneswar to Chennai, Tamil Nadu.

The revenue for FY 2025 was '' 16,549.95 Lakhs. The Loss Before
Tax reduced significantly by 63.69%, from '' 1,437.26 Lakhs in
FY 2023-24 to '' 521.86 Lakhs in FY 2024-25. Iserveu achieved a
Profit After Tax of '' 62.64 Lakhs in FY 2024-25, compared to a
Loss After Tax of '' 1,331.73 Lakhs in the previous year.

A wholly-owned subsidiary of Iserveu in the name of Iserveu
Payment Services Private Limited was incorporated on June
13, 2025. Iserveu Payment Services Private Limited intends to
engage in the business of providing payment solutions and
services related to multiple online and offline payment systems
through software and hardware technology products to
expand Iserveu''s footprint in the digital payments ecosystem.

Investdirect Capital Services Private Limited
(Investdirect)

A subsidiary in which the Company holds 60.00% as on March
31, 2025. Based on the audited financials for the year ended
March 31, 2025, Investdirect has become a material subsidiary
of the Company. Investdirect offers a range of traditional
wealth products to clients ranging from mutual funds, bonds,
corporate deposits, unlisted securities, PMS, etc. and provides
bespoke reporting and analytical tool to other private wealth
outfits and has a very marquee list of enterprise names under
its belt. Investdirect also has a large B2B franchise offering
wealth solutions to Tier 2 and Tier 3 cities through a partner
network. Investdirect is having its registered office in Mumbai,
Maharashtra.

The revenue for FY 2025 was '' 6567.26 Lakhs. Investdirect
posted a profit of '' 39.03 Lakhs for the year ended March 31,
2025 as against '' 4.10 Lakhs in the previous year.

Monemap Investment Advisors Private Limited
(Moneymap)

A step down subsidiary i.e. Moneymap is 100% owned by
Investdirect. Moneymap is an investment platform that offers
financial advisory services to its clients via a comprehensive
portfolio approach using a fully automated and paperless
platform. Moneymap holds a valid license issued by SEBI
under the Securities and Exchange Board of India (Investment
Advisers) Regulations, 2013. Moneymap is having its registered
office in Mumbai, Maharashtra.

The revenue for FY 2025 was '' 19.68 Lakhs. Moneymap posted
a profit of '' 0.50 Lakhs for the year ended March 31, 2025 as
against loss of '' 0.74 Lakhs in the previous year.

Niyogin AI Private Limited (Niyogin AI)

A wholly owned subsidiary of the Company. Niyogin AI houses
the AI based platform ''SuperScan'' which is an Al-enabled
toolkit that employs Optical Recognition technology to convert
unstructured data into structured input. Niyogin AI is having its
registered office in Chennai, Tamil Nadu.

The revenue for FY 2025 was '' 65.60 Lakhs. Niyogin AI posted
a loss of '' 433.39 Lakhs for the year ended March 31, 2025.

Niyogin Finserv Limited (Niyogin Finserv)

A wholly owned subsidiary of the Company. The main object
of the company is to undertake financial services business
including investment business, lending, advisory, consultation
etc. Niyogin Finserv is having its registered office in Chennai,
Tamil Nadu.

The revenue for FY 2025 was '' 0 Lakhs. Niyogin Finserv posted
a loss of '' 1.92 Lakhs for the year ended March 31, 2025.

Pursuant to the provisions of Section 129(3) of the Act,
a statement containing the salient features of financial
statements of the Company''s subsidiaries in Form No. AOC-1
is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial
statements along with relevant documents and separate
audited financial statements in respect of subsidiaries, are
available on the Company''s website at www niyogin com

The policy for determination of material subsidiary can
be accessed on the Company''s website at https//docs-
aws.niyogin.com/wp-content/uploads/2022/01/material
subsidiary policy.pdf

In terms of the said policy and provisions of regulation 16 of the
SEBI Listing Regulations, Iserveu is a material subsidiary of the
Company as on March 31, 2025.

11. SHARE CAPITAL

(i) Authorized and Paid-up Share Capital

As on March 31, 2025, the authorized share capital of the
Company was '' 135,58,60,000/- (Rupees One Hundred Thirty-
Five Crore Fifty-Eight Lakhs Sixty Thousand only) divided
into 12,65,86,000 (Twelve Crore Sixty-Five Lakh Eighty-Six
Thousand) Equity Shares of '' 10/- each aggregating to

'' 126,58,60,000/- (Rupees One Hundred Twenty-Six Crore
Fifty-Eight Lakh Sixty Thousand only) and 90,00,000 (Ninety
Lakhs) Preference Shares of '' 10/- each aggregating to
'' 9,00,00,000/- (Rupees Nine Crore only).

As on March 31, 2025, the issued and paid-up equity share
capital of the Company stood at '' 1,10,99,44,260/- (Rupees
One Hundred and Ten Crores Ninety-Nine Lakhs Forty-
Four Thousand Two Hundred and Sixty Only) divided into
11,09,94,426 (Rupees Eleven Crores Nine Lakhs Ninety-Four
Thousand Four Hundred and Twenty-Six Only) equity shares
of '' 10/- each.

(ii) During the FY 2025, the Company made the
following allotments:

(a) Employee Stock Option (ESOP) Scheme:

Presently, the stock options granted to the employees
operate under NFL-Employee Stock Option Plan 2018 (''Plan
2018''), Niyogin Employees Stock Option Plan 2019 (''Plan 2019'')
and Niyogin Employees Stock Option Plan 2020 (''Plan 2020'').
Pursuant to the Plan 2018, during the FY 2025, the Board issued
and allotted 70,500 (Seventy Thousand Five Hundred) to the
eligible employees.

There is no material change and the schemes are in compliance
with Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI
(SBEB) Regulations) and the Companies Act, 2013.

The certificate from secretarial auditor M/s. Mitesh J. Shah &
Associates, Company Secretaries confirming implementation
of the schemes in accordance with the SEBI SBEB Regulations
is annexed elsewhere in the Annual report.

A statement giving detailed information on the options
granted and vested as on March 31, 2025, is provided in
Annexure to this report. The details of the schemes including
the terms of reference and the requirement specified under
regulation 14 of SEBI SBEB Regulations are available on the
Company''s website at https://docs-aws.niyogin.com/wp-
content/uploads/2025/01/reg 14 of sebi sbeb esop
disclosure fy24 25.pdf

(b) Conversion of warrants issued on preferential
basis:

The Company had raised funds through issue of 1,75,36,011
(One Crore Seventy-Five Lakh Thirty-Six Thousand and Eleven
only) convertible warrants on a preferential basis against the
receipt of warrant subscription price i.e. 25% of the issue price
(i.e. '' 11.405 per warrant) from the allottees to the Promoter/
Promoter Group of the Company and certain identified non
- promoter persons/entities in accordance with the SEBI
(Issue of Capital Disclosure Requirements) Regulations, 2018
("SEBI ICDR Regulations") and the Companies Act, 2013 ("Act").
The preferential issue was approved by the Board and the
shareholders on July 04, 2023 and August 02, 2023 respectively.
Subsequently, the allotment of 1,75,36,011 convertible warrants
was approved by the Board on August 23, 2023. Further, the
Board approved the allotment of 6,57,600 (Six Lakhs Fifty-
Seven Thousand Six Hundred) equity shares and 1,57,82,411
(One Lakh Fifty-Seven Lakhs Eighty-Two Thousand Four
hundred and Eleven) equity shares upon conversion of

warrants post payment of '' 34.215/- per warrant (being 75%
of the issue price per warrant) from the allottee(s) on March
13, 2024 and February 21, 2025 respectively.

10,96,000 Warrants were cancelled on February 23, 2025,
due to non-exercise of option to convert warrants into equity
shares within the stipulated eighteen-month period from the
date of allotment. Accordingly, '' 1,25,00,000 being 25% of the
issue price was forfeited and the same was transferred to
General Reserve.

12. DEPOSITORY SYSTEM

The Company''s equity shares are compulsorily tradable in
electronic form. As on March 31, 2025, 99.95% of the Company''s
listed paid-up capital representing 9,52,12,015 equity shares
were in dematerialized form.

The Board of Directors of the Company, vide resolution passed
via circulation dated February 21, 2025, approved conversion
of 1,57,82,411 warrants into equal number of equity shares of
face value of '' 10/- each. The Company was awaiting listing
confirmation from BSE for 1,57,82,411 equity shares which
resulted in the difference between the paid-up share capital
and the listed paid-up capital as on March 31, 2025. In view
of the benefits offered by the depository system, members
holding shares in physical mode are advised to avail the
demat facility.

13. REPORT ON CORPORATE GOVERNANCE AND
MANAGEMENT DISCUSSION AND ANALYSIS

Report on Corporate Governance and Management Discussion
and Analysis Report for the year under review, together with
a certificate from M/s Mitesh J. Shah & Associates, Practicing
Company Secretary regarding compliance of the conditions
of Corporate Governance, as stipulated under SEBI Listing
Regulations forms part of the Annual Report. The Report on
Corporate Governance also contains the details as required
to be provided on the composition and category of Directors,
number of meetings of the Board, composition of the various
committees, annual Board evaluation, remuneration policy,
criteria for Board nomination and senior management
appointment, whistle blower policy/vigil mechanism,
disclosure of relationships between Directors inter-se, state of
Company''s affairs, etc. The Company is in compliance with
the requirements and disclosures that have to be made in this
regard.

14. DIRECTORS

As on March 31, 2025, the Company has seven Directors
including one-woman director.

The Board comprises of six Non-Executive Directors, out of
which four are Independent Directors.

Mr. Tashwinder Harjap Singh, was re-appointed as the
Managing Director and Chief Executive Officer of the
Company for a term of 3 years commencing from February
02, 2025 to February 01, 2028. This appointment was approved
by the shareholders on January 27, 2025 vide a postal ballot.

Mr. Samir Pandiri was appointed as an Additional Director in
the capacity of an Independent Director of the Company for a
term of 5 years commencing from September 27, 2024 upto

September 26, 2029. This appointment of Mr. Samir Pandiri as
an Independent Director was approved by the shareholders
on November 04, 2024 vide postal ballot.

Mr. Sudip Vatsal Thakor and Ms. Katarina Racek were
appointed as Additional Directors in the capacity of
Independent Directors of the Company for a term of 5 years
commencing from November 12, 2024 upto November 11, 2029.

The above appointments of Mr. Sudip Vatsal Thakor and
Ms. Katarina Racek as Independent Directors were approved
by the shareholders on December 17, 2024 vide postal ballot.

Mr. Nitin Jaiswal was appointed as an Additional Director in
the capacity of an Independent Director of the Company for
a term of 5 years commencing from August 09, 2025 upto
August 08, 2030. This appointment is recommended by the
Board for approval of the members in the ensuing Annual
General Meeting of the Company.

In accordance with Section 152 and other applicable provisions
of Act, Mr. Amit Rajpal (DIN: 07557866), Non-Executive Non¬
Independent Director retires by rotation and being eligible,
offers himself for re-appointment at the ensuing Annual
General Meeting. A resolution seeking shareholders'' approval
for his re-appointment along with other required details
forms part of the Notice. The Nomination and Remuneration
Committee and the Board commends his re-appointment.

In the opinion of the Board, Mr. Kapil Kapoor, Mr. Samir Pandiri,
Ms. Katarina Racek, Mr. Sudip Thakor and Mr. Nitin Jaiswal are
persons of integrity, expertise, experience and fulfils requisite
conditions as per applicable laws and are independent of the
management of the Company. All the Independent Directors
of the Company have registered their names with the data
bank of IDs and shall complete the online proficiency self¬
assessment test as per the timeline notified by the Ministry of
Corporate Affairs.

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each
of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder
and Regulation 16(1)(b) of the SEBI Listing Regulations. There
has been no change in the circumstances affecting their
status as Independent Directors of the Company.

During the year under review, the non-executive directors of
the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and
reimbursement of expenses, if any.

15. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act,
Mr. Tashwinder Harjap Singh, CEO & MD, Mr. Abhishek
Thakkar, Chief Financial Officer and Ms. Neha Daruka,
Company Secretary are the whole-time key managerial
personnel of the Company as on March 31, 2025.

16. NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the Board were held during the year. For
details of meetings of the Board, please refer to the Corporate
Governance Report, which forms part of the Annual Report.

17. ANNUAL 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 SEBI Listing
Regulations.

The performance of the board was evaluated by the Board
after seeking inputs from all the directors on the basis of criteria
such as the board composition and structure, effectiveness of
board processes, information and functioning, etc. Performance
evaluation of Independent Directors was done by the entire
Board, excluding the Independent Director being evaluated.
The performance of the committees was evaluated by the
Board after seeking inputs from the committee members on
the basis of criteria such as the participation in the meetings,
effectiveness of meetings, quality of decision making etc. In
a separate meeting of Independent Directors, performance
of Non-Independent directors, the Board as a whole and
Chairman of the Company was evaluated, taking into account
the views of executive directors and non-executive directors.

The manner in which the evaluation has been carried out has
also been explained in the Corporate Governance Report.

18. POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The policy on director''s appointment and remuneration and
other matters provided in Section 178(3) of the Act has been
disclosed in the Corporate Governance Report, which forms
part of the Annual Report.

The charter of the policy inter-alia includes:

- To identify persons who are qualified to become Directors
and who may be appointed in Senior Management as
well as devising a policy on Board diversity.

- To lay down criteria for such appointments.

- Recommend to the Board their remuneration,
appointment and renewal.

- To evaluate performance of every Director including the
Independent Directors.

- To recommend to the Board remuneration payable
to the Directors, Key Managerial Personnel and Senior
Management.

This policy is also available on the Company''s website at
https//docs-aws niyogin com/wp-content/uploads/2022/01/
nomination and remuneration policy pdf

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act, your Company
is not required to contribute funds for CSR. However, as a
part of good corporate governance along with an intent to
work for a social cause the Company has constituted a CSR
Committee.

For other details regarding the CSR Committee, please refer
to the Report on Corporate Governance, which forms part of
the Annual Report.

20. INTERNAL FINANCIAL CONTROLS

The Company has in place a comprehensive Internal control
framework including clear delegation of authority and
standard operating procedures that are established and laid
out across all businesses and functions. The framework is
reviewed periodically at all levels. The internal financial controls
with reference to the financial statements were tested and
reported adequate.

21. AUDIT COMMITTEE

The details pertaining to the composition of the Audit
Committee are included in the Corporate Governance Report,
which forms part of the Annual Report.

22. AUDITORS

At the 33^rd Annual General Meeting ("AGM") held on September
17, 2021, the members approved the appointment of M/s Pijush
Gupta & Co., Chartered Accountants (ICAI Firm Registration
No. 309015E) as the Statutory Auditors of the Company for
an initial term of 5 years i.e. from the conclusion of 33^rd AGM
till the conclusion of the 38^th AGM of the Company subject
to them continuing to fulfil the applicable eligibility norms.
The Statutory Auditors have confirmed that they continue
to satisfy the eligibility norms and independence criteria as
prescribed by RBI guidelines and the Companies Act, 2013.

The statutory auditors have also confirmed adherence to
the requirement of Para 8.3 of the circular issued by RBI in
respect of Appointment of Statutory Central Auditors (SCAs)/
Statutory Auditors (SAs) of Commercial Banks (excluding
RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021,
as maybe applicable.

23. AUDITOR''S REPORT

The statutory audit report is attached with financial statements
and forms part of the Annual Report and does not contain any
qualifications, reservations or adverse remarks or disclaimer.

During the year under review, the Auditors had not reported
any matter under Section 143(12) of the Act, therefore no detail
is required to be disclosed under Section 134(3)(ca) of the Act.

24. SECRETARIAL AUDIT

M/s Mitesh J Shah & Associates, Company Secretaries (FCS:
10070 CP No.12891) were appointed as the secretarial auditors
of the Company for the financial year ended March 31,
2025. The Secretarial Audit Report forms part of this report
and does not contain any qualification, reservation, adverse
remark or any disclaimer.

The Secretarial Audit Report of Iserveu Technology Private
Limited, material subsidiary of the Company forms part of
this report and does not contain any qualification, reservation,
adverse remark or any disclaimer.

Pursuant to Regulation 24A of SEBI Listing Regulations, the
Board of Directors have recommended to the shareholders
for approval, the appointment of M/s. Mitesh Shah & Co.
as Secretarial Auditors of the Company for a term of five
(5) consecutive years, from FY 2025-26 till FY 2029-30.
The outgoing secretarial auditors are M/s Mitesh J Shah &
Associates, a firm managed by the same partner.

25. RISK MANAGEMENT

The Board of Directors of the Company has a Risk
Management Committee which have approved a
comprehensive Framework for Liquidity Risk Management,
supported by a formal framework to identify, assess, and
monitor risks, with the aim of strengthening risk controls and
mitigation processes.

The Committee constituted by the Board periodically reviews
risk assessment, risk metrics, and mitigation measures to
ensure structured oversight of Risk.

The Audit Committee constituted by the Board periodically
reviews internal controls, financial reporting, compliance to
ensure the accountability of the functions.

26. WHISTLE BLOWER POLICY/VIGIL
MECHANISM

The Company has a Whistle Blower Policy and has established
the necessary vigil mechanism for directors and employees
in conformation with Section 177(9) of the Act and Regulation
22 of SEBI Listing Regulations, for their directors or employees
to report their genuine grievances. This policy is available on
the Company''s website at https://docs-aws.niyogin.com/wp-
content/uploads/2077/01/vigil mechanism whistle blower
policy-1 pdf

27. PARTICULARS OF LOANS, GUARANTEES &
INVESTMENTS

Being an NBFC, the disclosures regarding particulars of loans
given, guarantees given and security provided is exempted
under the provisions of section 186(11) of the Act. With regard to
investments made by the Company, the details of the same
are provided under note 10 in standalone financial statements
and note 12 in consolidated financial statements of the
Company for the year ended 31 March, 2025.

28. RELATED PARTY TRANSACTIONS

All transactions with related parties that were entered
into during the financial year were in the ordinary course of
business and were on an arm''s length basis. There were no
materially significant transactions with promoters, directors,
key managerial personnel or other designated persons which
may have a potential conflict with the interest of the Company
at large. There were no contracts or arrangements entered
into with related parties during the year to be disclosed
under sections 188(1) and 134(h) of the Act in form AOC-2,
hence the form AOC-2 does not form a part of this report.
Omnibus approval for transactions that cannot be foreseen or
envisaged were obtained as permitted under the applicable
laws and the thresholds are periodically reviewed. The
transactions entered into pursuant to the approval so granted
were placed before the audit committee for its review on a
quarterly basis.

The Company has not entered into any transactions with
related parties as required under Indian Accounting Standard
24 (Ind AS 24) including transaction with promoter/promoter
group holding 10% or more shareholding in the Company
except as mentioned in the note no. 37 of the standalone
financials and note no. 42 in consolidated financials.

The policy on materiality of related party transactions and
on dealing with related party transactions is available on the
website of the Company at https//docs-aws niyogin com/
wp-content/uploads/7077/01/related party transactions
policy. pdf

29. ANNUAL RETURN

In accordance with sections 134(3)(a) and 92(3) of the Act, the
annual return in form MGT-7 is placed on the website of the
Company and is available on the weblink: https://docs-aws.
niyogin com/wp-content/uploads/7077/04/draft annual
return for fy 2024 25pdf

30. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and
percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company
Secretary in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Non-executive Directors:
Amit Vijay Rajpal	-	-
Gaurav Makarand Patankar	-	-
Subhasri Sriram	-	-
Kapil Kapoor	-	-
Eric Wetlaufer	-	-
Ashby Monk	-	-
Samir Pandiri	-	-

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and
percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company
Secretary in the financial year: (Contd.)

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Katarina Racek	-	-
Sudip Thakor	-	-
Executive Director:
Tashwinder Harjap Singh	15.14	0
Chief Financial Officer:
Abhishek Thakkar	7.23	5
Company Secretary:
Neha Kshitij Daruka	2.91	5

b. The percentage increase in the median remuneration of
employees in the financial year is 11%.

c. The number of permanent employees on the rolls of
Company as on March 31, 2025 are 114.

d. Average percentile increase already made in the salaries
of employees other than the managerial personnel in the
FY 2025 was 6%. The average percentile increase in the
managerial remuneration in the FY 2025 was 3%.

The average increase in the remuneration of both,
the managerial and non-managerial personnel was
determined based on the overall performance of the
Company and is as per the remuneration policy of the
Company.

e. The Company affirms that the remuneration is as per
the remuneration policy of the Company.

f. The statement containing names of top ten employees
in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report.

Further, the report and the accounts are being sent to
the members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is available for
inspection and any member interested in obtaining a copy of
the same may write to the Company at investorrelations@
niyogin.in.

31. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of SEBI Listing Regulations, inter alia, provides
that the annual report of the top 1000 listed entities based
on market capitalization (calculated as on 31 March of every
financial year) shall include a Business Responsibility Report.
As on March 31, 2025, the Company is not amongst top 1000
listed entities, hence this is not applicable.

32. DEPOSITS FROM PUBLIC

Your Company is a ''Non-Banking Financial Company - Non-
Systemically Important Non-Deposit taking Company''. The
Company does not hold or have accepted deposits as on
March 31, 2025.

33. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO

a. Conservation of Energy: The operations of the Company
are not energy intensive.

b. The details pertaining to technology absorption have
been explained in the Management Discussion and
Analysis

c. Foreign Exchange Earning: NIL

d. Foreign Exchange Outgo: 9.75 Lakhs

34. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Independent Directors have complete access to the
information within the Company. As a part of Agenda of
Board/Committee Meetings, presentations are regularly made
to the Independent Directors. The detailed discussions and
presentations on the sales, marketing, credit and operations
of the Company, business plans, financials, risks and mitigation
plans, compliances, major litigation, regulatory scenario etc.
are facilitated by the Company''s senior management. It
remains the constant endeavor of the Company to continually
update its Directors on the various developments, facilitate
interaction with various functional and department heads of
the Company and external experts.

The details of familiarisation programmes for the directors
are disclosed on the Company''s website and the weblink
for the same is https//docs-aws niyogin com/wp-
content/uploads/2022/01/niyogin board familiarisation
programme-4.pdf

35. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to
the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial
year ended March 31, 2025, the applicable accounting
standards have been followed and there are no material
departures;

(b) They have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at
the end of the financial year and of the profit/loss of the
Company for the financial year ended March 31, 2025;

(c) They have taken proper and sufficient care for
the maintenance of adequate accounting records
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) They have prepared the annual accounts on a going
concern basis;

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

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

36. REQUIREMENT FOR MAINTENANCE OF
COST RECORDS

The provision of section 148 of the Act relating to maintenance
of cost records and cost audit are not applicable to the
Company.

37. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS

There was no fraud reported by auditors of the Company
as given under Section 143 (12) of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014 during
FY 2024-25 requiring a disclosure in the Director''s report.

38. OTHER STATUTORY DISCLOSURES

• The financial statements of the Company and its
subsidiaries are placed on the Company''s website at
wwwniyogincom

• The Cash Flow Statement for FY2025 is attached to the
Balance Sheet.

• The Company has completed all corporate actions
within the specified time limits. The securities were not
suspended from trading during the year due to corporate
actions or otherwise.

• During the FY 2025, there were no significant and material
orders passed by the regulators or courts or tribunals
impacting the going concern status of the Company and
its future operations.

• During the year ended March 31, 2025, the Company
had not made any application under the Insolvency and
Bankruptcy Code, 2016 ("the Code"). No proceeding is
pending against the Company under the Code.

• During the year, the Company had not made any one¬
time settlement with banks or financial institutions.

• The Directors'' responsibility statement as required by
section 134(5) of the Act, appears in this report.

• The Company is in compliance with the provisions of the
Maternity Benefit Act, 1961.

• The Company has a policy on Prevention of Sexual
Harassment at Workplace and has constituted an
Internal Complaints Committee as required under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The policy is available
on the Company''s website.

There was no case reported during the year under
review as detailed below:

a) Number of complaints sexual harassment received
in the year: Nil

b) Number of complaints disposed off during the year:
Nil

c) Number of cases pending for more than ninety
days: Nil

39. COMPLIANCE WITH SECRETARIAL
STANDARDS ON BOARD AND GENERAL
MEETINGS

The Company has complied with all the provisions of
secretarial standards issued by the Institute of Company
Secretaries of India in respect of meetings of the Board of
Directors and General Meetings held during the year.

40. ACKNOWLEDGEMENT

The Directors places its gratitude and appreciation for the
support and co-operation from its members and various
regulators.

The Directors appreciate and value the contribution made by
every member of the Niyogin family.

For and on behalf of the Board of Directors
Amit Vijay Rajpal

Place: London Chairman

Date: August 08, 2025 DIN: 07557866

---

Mar 31, 2024

Your Directors are pleased to present this Annual Report of Niyogin Fintech Limited ("the Company” or “Niyogin”) along with the audited financial statements (standalone and consolidated) for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

h? in lakhs)

	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from operations	4,034.91	2,405.00	19,576.56	10,867.29
Other income	138.57	226.63	223.04	850.46
Total Income	4,173.48	2,631.63	19,799.60	11,717.75
Total Expenditure	4,928.90	3,268.47	22,411.63	14,530.48
Profit/(Loss) before Tax	(755.42)	(636.84)	(2,612.03)	(2,812.73)
Less: Provision for taxation
Current Tax	-	-	-	-
Deferred Tax Asset	-	-	(128.05)	25.90
Net Profit/(Loss) after Tax	(755.42)	(636.84)	(2,483.98)	(2,838.63)
Transfer to Reserve under Section 45IC of the RBI Act, 1934	-	-	-	-
Balance brought forward from previous period	(5,559.65)	(4,92742)	(7,038.08)	(5,207.33)
Balance carried to Balance Sheet	(6,314.22)	(5,559.65)	(8,716.41)	(7,038.08)
Earnings Per Share
- Basic	(0.80)	(0.68)	(1.78)	(1.87)
- Diluted	(0.79)	(0.68)	(1.75)	(1.87)

2. COMPANY’S PERFORMANCE

Your Company is in the business of providing fully digital credit access to MSME''s through a large distribution network of financial professionals serviced by product partners. The product stack includes unsecured working capital loans, transaction centric short duration and secured loans. It is registered as a Base layer, Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company under Master Direction - Reserve Bank of India (Non-Banking Financial Company -Scale Based Regulation) Directions, 2023 (“RBI Scale Based Regulations”) and is listed on the Bombay Stock Exchange Limited (''BSE Limited''). There was no change in the nature of business of the Company during the FY 2024.

Detailed information on the operations of the different business lines and state of affairs of the Company and its subsidiaries are covered in the Management Discussion and Analysis.

On a consolidated basis, the revenue for FY 2024 was '' 19,799.60 lakhs. The loss for the year was '' 2,612.03 lakhs.

On a standalone basis, the revenue for FY 2024 was '' 4,173.48 lakhs. The Company posted loss of '' 755.42 lakhs as against '' 636.84 lakhs in the previous year.

The consolidated financial statements incorporate the audited financial statements of the subsidiaries of the Company.

3. DIVIDEND

In the absence of profits during the year under review, your Directors do not recommend any dividend for the FY 2024.

4. DEBT EQUITY RATIO

Your Company''s Debt:Equity ratio as on March 31, 2024 stands 0.15.

5. NET OWNED FUNDS

The Net Owned Funds of your Company as on March 31, 2024 stood at '' 30,511.42 lakhs.

6. CREDIT RATING

The brief details of the rating received from the credit agency by the Company for its outstanding instruments are given elsewhere in the Annual Report.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no material changes and commitments, which affect the financial position of the Company, that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

However, the Company incorporated a wholly-owned subsidiary in the name of ''Niyogin AI Private Limited'' (“Niyogin AI”) with effect from April 30, 2024. Niyogin AI has acquired the AI based platform “Superscan” from Modaviti eMarketing Private Limited, as a going concern on a slump sale basis. This acquisition would help the Company to expand the current offerings to cover larger set of ecosystems and build new and innovative solutions using the existing offerings.

8. SCALE BASED REGULATIONS

Reserve Bank of India issued a circular on “Scale Based Regulation: A Revised Regulatory Framework for NBFCs” on October 22, 2021. As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML), NBFC - Upper Layer (NBFC-UL) and NBFC - Top Layer (NBFC-TL). Accordingly, your Company is categorised as an NBFC - Base Layer (NBFC- BL). The Company is in compliance with RBI Scale Based Regulations.

9. SUBSIDIARIES

On March 31, 2024, the Company has 3 subsidiaries and there has been no material change in the nature of the business of the subsidiaries. During the FY 2024, no new subsidiary was incorporated/acquired. There were no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

• Iserveu Technology Private Limited (Iserveu)

A material subsidiary in which the Company holds 51.00%. Iserveu is the only full stack financial infrastructure company to be a one stop solution for providing innovative customer experience for payment acquiring, issuing, accounts, lending, withdrawal, deposit, remittance, insurance, customer KYC. Iserveu is having its registered office in Odisha, Bhubaneswar.

The revenue for FY 2024 was '' 15,397.62 lakhs. Iserveu posted a loss of '' 1,437.26 lakhs for the year ended March 31, 2024 as against 2,166.76 lakhs in the previous year.

• Investdirect Capital Services Private Limited (Investdirect)

A subsidiary in which the Company holds 60.76% as on March 31, 2024. This shareholding was reduced to 60.00% as of the report date due to the exercise of stock options. Investdirect offers a range of traditional wealth products to clients ranging from mutual funds, bonds, corporate deposits, PMS, etc. and provides bespoke reporting and analytical tool to other private wealth outfits and has a very marquee list of enterprise names under its belt. Investdirect also has a large B2B franchise offering wealth solutions to Tier 2 and Tier 3 cities through a partner network. Investdirect is having its registered office in Mumbai, Maharashtra.

The revenue for FY 2024 was '' 345.94 lakhs. Investdirect posted a profit of '' 4.10 lakhs for the year ended March 31, 2024 as against '' 11.68 lakhs in the previous year.

• Monemap Investment Advisors Private Limited (Moneymap)

A step down subsidiary i.e. Moneymap is 100% owned by Investdirect. Moneymap is an investment platform that offers financial advisory services to its clients via a comprehensive portfolio approach using a fully automated and paperless platform. Moneymap holds a valid license issued by SEBI under the Securities and Exchange Board of India (Investment Advisers) Regulations, 2013. Moneymap is having its registered office in Mumbai, Maharashtra.

The revenue for FY 2024 was '' 13.19 lakhs. Moneymap posted a loss of '' 0.73 lakhs for the year ended March 31, 2024 as against '' 791 lakhs in the previous year.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s website at www.niyogin.com.

The policy for determination of material subsidiary can be accessed on the Company''s website at https:// docs.niyogin.com/wp-content/uploads/2022/01/ material-subsidiarv-policv.pdf.

In terms of the said policy and provisions of regulation 16 of the SEBI Listing Regulations, Iserveu is a material subsidiary of the Company.

10. PREFERENTIAL ISSUE OF WARRANTS

During the year under review, the Company raised funds through issue of 1,75,36,011 (One Crore Seventy-Five Lakhs Thirty-Six Thousand and Eleven only) convertible warrants on a preferential basis against the receipt of warrant subscription price i.e. 25% of the issue price (i.e. '' 11.405 per warrant) from the allottees to the Promoter/Promoter Group of the Company and certain identified non - promoter persons/entities in accordance with the SEBI (Issue of Capital Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations”) and the Companies Act, 2013 (“Act”). The preferential issue was approved by the Board and the shareholders on July 4, 2023 and August 2, 2023 respectively. Subsequently, the allotment of 1,75,36,011 convertible warrants was approved by the Board on August 23, 2023. Further, the Board approved the allotment of 6,57,600 (Six Lakhs Fifty-Seven Thousand Six Hundred) equity shares upon conversion of warrants post payment of '' 34.215/- per warrant (being 75% of the issue price per warrant) from the one of the allottee(s) on March 13, 2024. The requisite trading approval by BSE Limited for the said allotment was received by the Company on May 9, 2024 post completion of necessary requirements under SEBI ICDR Regulations and the Act.

11. SHARE CAPITAL

(i) Increase in Authorized Share Capital

During the year under review, the Company increased the Authorised Share Capital from the existing '' 113,05,00,000 (Rupees One Hundred Thirteen Crore Five Lakhs only) divided into 10,40,50,000 (Ten Crore Forty Lakhs Fifty Thousand) Equity Shares of '' 10/-each aggregating to '' 104,05,00,000/- (Rupees One Hundred Four Crore Five Lakhs only) and 90,00,000 (Ninety Lakhs) Preference Shares of '' 10/- each aggregating to '' 9,00,00,000/- (Rupees Nine Crore only) to '' 135,58,60,000/- (Rupees One Hundred Thirty-Five Crore Fifty-Eight Lakhs Sixty Thousand only) divided into to 12,65,86,000 (Twelve Crore Sixty-Five Lakhs Eighty-Six Thousand) Equity Shares of '' 10/- each aggregating to '' 126,58,60,000/-(Rupees One Hundred Twenty-Six Crore Fifty-Eight Lakhs Sixty Thousand only) and 90,00,000 (Ninety Lakhs) Preference Shares of '' 10/- each aggregating to '' 9,00,00,000/- (Rupees Nine Crore only).

The said increase in the Authorized Share Capital of the Company and the subsequent alteration in the Memorandum of Association was approved by the shareholders at their Extraordinary General Meeting held on August 2, 2023.

(ii) During the FY 2024, the Company made the following allotments

Presently, the stock options granted to the employees operate under NFL-Employee Stock Option Plan 2018 (''Plan 2018''), Niyogin Employees Stock Option Plan 2019 (''Plan 2019'') and Niyogin Employees Stock Option Plan 2020 (''Plan 2020''). Pursuant to the Plan 2018, during the FY 2024, the Board issued and

allotted 1,44,590 (One Lakh Forty-Four Thousand Five Hundred and Ninety) equity shares to the eligible employees.

As on March 31, 2024, the issued and paid-up equity share capital of the Company stood at '' 95,14,15,150/-(Rupees Ninety-Five Crore Fourteen Lakhs Fifteen Thousand One Hundred and Fifty Only) divided into 9,51,41,515 (Nine Crore Fifty-One Lakhs Forty One Thousand Five Hundred and Fifteen) equity shares of '' 10/- each.

12. DEPOSITORY SYSTEM

The Company''s equity shares are compulsorily tradable in electronic form. As on March 31, 2024, 99.94% of the Company''s total paid-up capital representing 9,44,30,615 equity shares were in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility.

13. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a certificate from M/s Mitesh J. Shah & Associates, Practicing Company Secretary regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI Listing Regulations forms part of the Annual Report. The Company is in compliance with the requirements and disclosures that have to be made in this regard.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Company has seven Directors including one woman director.

The Board comprises of six Non-Executive Directors, out of which four are Independent Directors.

In accordance with Section 152 and other applicable provisions of Act, Tashwinder Harjap Singh (DIN: 06572282), Executive Non-Independent Director retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. A resolution seeking shareholders''approval for his re-appointment along with other required details forms part of the Notice. The Nomination and Remuneration Committee and the Board commends his re-appointment.

In the opinion of the Board, Subhasri Sriram, Kapil Kapoor, Eric Michael Wetlaufer and Ashby Henry Benning Monk are persons of integrity, expertise, experience and fulfils requisite conditions as per applicable laws and are independent of the management of the Company. All the Independent Directors of the Company have registered their names with the data bank of IDs and completed online proficiency self-assessment test as per the timeline notified by the Ministry of Corporate Affairs.

Eric Michael Wetlaufer shall retire from the Board of the Company with effect from close of business hours on September 16, 2024 upon completion of his first term as an Independent Director of the Company. He informed the Board his intent not to proceed with the second term as an Independent Director of the Company in view of his time commitments. The Board places on record its appreciation for his invaluable contribution and guidance.

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

Pursuant to the provisions of Section 203 of the Act, Tashwinder Harjap Singh, CEO & MD, Abhishek Thakkar, Chief Financial Officer and Neha Daruka, Company Secretary are the key managerial personnel of the Company as on March 31, 2024.

15. NUMBER OF MEETINGS OF THE BOARD

Six meetings of the Board were held during the year. For details of meetings of the Board, please refer to the Corporate Governance Report, which forms part of the Annual Report.

16. ANNUAL 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 SEBI Listing Regulations.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the participation in the meetings, effectiveness of meetings, quality of decision making etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

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

The manner in which the evaluation has been carried out has also been explained in the Corporate Governance Report.

17. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on Director''s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

The charter of the policy inter-alia includes:

- To identify persons who are qualified to become Directors and who may be appointed in Senior Management as well as devising a policy on Board diversity.

- To lay down criteria for such appointments.

- Recommend to the Board their appointment and renewal.

- To evaluate performance of every Director including the Independent Directors.

- To recommend to the Board remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

This policy is also available on the Company''s website at https://docs.niyogin.com/wp-content/ uploads/2022/01/nomination-remuneration-policv. pdf.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the provisions of Section 135 of the Act, your Company is not required to contribute funds for CSR. However, as a part of good corporate governance along with an intent to work for a social cause the Company has constituted a CSR Committee.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of the Annual Report.

19. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place a comprehensive Internal control framework including clear delegation of authority and standard operating procedures that are established and laid out across all businesses and functions. The framework is reviewed periodically

at all levels. The internal financial controls with reference to the financial statements were tested and reported adequate.

20. AUDIT COMMITTEE

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

21. AUDITORS

At the 33^rd Annual General Meeting ("AGM”) held on September 17, 2021, the Members approved the appointment of M/s Pijush Gupta & Co., Chartered Accountants (ICAI Firm Registration No. 309015E) as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 33^rd AGM till the conclusion of the 38^th AGM of the Company subject to them continuing to fulfil the applicable eligibility norms.

22. AUDITOR’S REPORT

The statutory audit report is attached with financial statements and forms part of the Annual Report and does not contain any qualifications, reservations or adverse remarks or disclaimer.

During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility norms and independence criteria as prescribed by RBI guidelines and the Companies Act, 2013.

The Statutory Auditors have also confirmed adherence to the requirement of Para 8.3 of the circular issued by RBI in respect of Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021, as maybe applicable.

23. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Mitesh J Shah & Associates, Company Secretaries (FCS: 10070 CP No.12891), to undertake secretarial audit of the Company.

A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this report.

As per regulation 24(1) of SEBI Listing Regulations, a listed company is required to annex a secretarial audit report of its material subsidiary to its Annual report. The secretarial audit report of Iserveu, a material subsidiary is annexed herewith.

These reports do not contain any qualifications, reservations or adverse remarks or disclaimer.

24. RISK MANAGEMENT

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee also monitors the Enterprise Risk Management Policy of the Company which aims at risk identification, impact assessment, risk treatment, (avoidance, mitigation, transfer or acceptance) and lists the key risks applicable to the Company at entity level.

The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are periodically discussed at the meetings of the Committee.

25. WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, for their directors or employees to report their genuine grievances. This policy is available on the Company''s website at https://docs. niyogin.com/wp-content/uploads/2022/01/vigil-mechanism-policv.pdf.

26. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of business, is exempt from complying with the provisions of section 186 of the Act except sub-section (1) with respect to loans, guarantees and investments. Accordingly, the Company is exempted from complying with the requirements to disclose in the financial statements the full particulars of the loans given, investment made, guarantee given, or security provided.

27. RELATED PARTY TRANSACTIONS

All transactions with related parties that were entered into during the financial year were in the ordinary course of business and were on an arm''s length basis. There were no materially significant transactions with promoters, Directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large. There were no contracts or arrangements entered into with related parties during the year to be disclosed under sections 188(1) and 134(h) of the Act in form AOC-2, hence the form AOC-2 does not form a part of this report. All proposed transactions with related parties were placed before the audit committee for prior approval. Omnibus approval for transactions that cannot be foreseen or envisaged were obtained as permitted under the applicable laws and the thresholds are periodically reviewed. The transactions entered into pursuant

to the approval so granted were placed before the audit committee for its review on a quarterly basis. Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions was placed at the AGM.

The Company has not entered into any transactions with related parties as required under Indian Accounting Standard 24 (Ind AS 24) including transaction with promoter/promoter group holding 10% or more shareholding in the Company.

The policy on materiality of related party transactions and on dealing with related party transactions is available on the website of the Company at https:// docs.nivogin.com/wp-content/uploads/2022/01/ related-partv-transaction-policv-1.pdf.

28. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company''s website at https://docs. niyogin.com/wp-content/uploads/2022/04/draft annual- return 2023 24.pdf.

29. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Name	Ratio to median remuneration	% increase in remuneration in the financial year
Non-Executive Directors:
Amit Vijay Rajpal	-	-
Gaurav Makarand Patankar	-	-
Subhasri Sriram	-	-
Kapil Kapoor	-	-
Eric Wetlaufer	-	-
Ashby Monk	-	-
Executive Director:
Tashwinder Harjap Singh	21	7
Chief Financial Officer:
Abhishek Thakkar	9	0
Company Secretary:
Neha Kshitij Daruka	4	10

b. The percentage increase in the median remuneration of employees in the financial year is 0.25%.

c. The number of permanent employees on the rolls of Company as on March 31, 2024 are 127.

d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the FY 2024 was 4.89%. The average percentile increase in the managerial remuneration in the FY 2024 was 2.8%.

The average increase in the remuneration of both, the managerial and non-managerial personnel was determined based on the overall performance of the Company and is as per the remuneration policy of the Company.

e. The Company affirms that the remuneration is as per the remuneration policy of the Company.

f. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

30. BUSINESS RESPONSIBILITY REPORT

Regulation 34(2) of SEBI Listing Regulations, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization (calculated as on March 31 of every financial year) shall include a Business Responsibility Report. As on March 31, 2024, the Company is not amongst top 1000 listed entities, hence this is not applicable.

31. DEPOSITS FROM PUBLIC

Your Company being a ''Non-Banking Financial Company - Non-Systemically Important Non-Deposit taking Company'' has not accepted deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGO

a. Conservation of Energy: The operations of the Company are not energy intensive.

b. Technology Absorption: The details pertaining to technology absorption have been explained in the Management Discussion and Analysis.

c. Foreign Exchange Earning: Nil

d. Foreign Exchange Outgo: '' 8.25 lakhs

33. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have complete access to the information within the Company. As a part of Agenda of Board/Committee Meetings, presentations are regularly made to the Independent Directors. The detailed discussions and presentations on the sales, marketing, credit and operations of the Company, business plans, financials, risks and mitigation plans, compliances, major litigation, regulatory scenario etc. are facilitated by the Company''s senior management. It remains the constant endeavor of the Company to continually update its Directors on the various developments, facilitate interaction with various functional and department heads of the Company and external experts.

The details of familiarisation programmes for the Directors are disclosed on the Company''s website and the weblink for the same is https://docs.nivogin. com/wp-content/uploads/2022/01/niyogin board familiarisation programme-1.pdf.

34. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the

applicable accounting standards have been followed and there are no material departures;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records 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) They have prepared the annual accounts on a going concern basis;

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

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

35. REQUIREMENT FOR MAINTENANCE OF COST RECORDS

The provision of section 148 of the Act relating to maintenance of cost records and cost audit are not applicable to the Company.

36. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, no instances of fraud committed against the Company by its officers or employees were reported by the auditors under Section 143(12) of the Act to the Audit Committee or the Board of Directors of the Company.

37. EMPLOYEE STOCK OPTION SCHEME

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company''s objectives and promoting increased participation by them in the growth of the Company.

The stock options granted to the employees operate under various schemes. There is no material change and the schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) and the Act. The certificate from secretarial auditor M/s. Mitesh J. Shah & Associates, Company Secretaries confirming implementation of the schemes in accordance with the SEBI SBEB Regulations is annexed elsewhere in the Annual Report. The Company has not issued any sweat

equity shares or equity shares with differential voting rights during the FY 2024.

A statement giving detailed information on the options granted and vested as on March 31, 2024, is provided in Annexure to this report.

The details of the schemes including the terms of reference and the requirement specified under regulation 14 of SEBI SBEB Regulations are available on the Company''s website at https://docs.nivogin. com/wp-content/uploads/2022/01/reg 14 of-sebi sbeb esop disclosure fv23 24.pdf.

38. OTHER STATUTORY DISCLOSURES

• The financial statements of the Company and its subsidiaries are placed on the Company''s website at www.niyogin.com.

• The consolidated financial statement has been prepared in accordance with the Act and the relevant accounting standards and forms part of this Annual Report.

• The Cash Flow Statement for FY2024 is attached to the Balance Sheet which forms part of this Annual Report.

• The Company has completed all corporate actions within the specified time limits. The securities were not suspended from trading during the year due to corporate actions or otherwise.

• During the FY 2024, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its future operations.

• During the year ended March 31, 2024, the Company had not made any application under the Insolvency and Bankruptcy Code, 2016 ("the Code”). No proceeding is pending against the company under the Code.

• During the year, the Company had not made any one-time settlement with banks or financial institutions.

• The Directors'' responsibility statement as required by section 134(5) of the Act, appears in this report.

• Pursuant to the legislation ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'', the Company has a policy on Prevention of Sexual Harassment at Workplace and has constituted an Internal Complaints Committee. The policy is available on the Company''s website. There was no case reported during the year under review. Following is the detailed presentation of the same:

a) Number of complaints filed during the financial year: Nil

b) Number of complaints disposed of during the year: Nil

c) Number of complaints pending as on end of financial year: Nil

39. SECRETARIAL STANDARDS OF ICSI

The Company complied with all the provisions of secretarial standards issued by the Institute of Company Secretaries of India in respect of meetings of the Board of Directors and general meetings held during the year.

40. ACKNOWLEDGEMENT

The Directors places its gratitude and appreciation for the support and co-operation from its Members and various regulators.

The Directors appreciate and value the contribution made by every member of the Niyogin family.

For and on behalf of the Board of Directors

Amit Vijay Rajpal

Chairman DIN:07557866

London, August 9, 2024

---

Mar 31, 2018

TO THE MEMBERS,

The Directors have pleasure in presenting their 30^th Annual Report together with the Audited Accounts of the Company for the year ended 31^st March 2018.

1. FINANCIAL PERFORMANCE:

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Total Income	1,223.12	15.02
Total Expenditure	1,488.31	491.92
Profit before Tax	-265.19	-476.9
Less: Provision for taxation
Current Tax	-	-
Deferred Tax Asset	-	-
Net profit after Tax	-265.19	-476.9
Transfer to Reserve under Section 45IC of the RBI Act, 1934	-	-
Balance brought forward from previous period	-472.95	3.95
Balance carried to Balance Sheet	-738.14	-472.95
Earning Per Share:
Basic	(0.46)	-13.25
Diluted	(0.46)	-13.25

During the year under review, the company commenced its operations and the revenues of the Company stood at Rs.1223.12 lakhs. The Company posted loss of Rs. 265.19 lakhs as against Rs. 476.90 lakhs in the previous year.

2. OPERATIONAL PERFORMANCE

Your Company is in the business of providing unsecured working capital credit to MSMEs across India by applying state of the art fintech solutions that streamlines client onboarding, underwriting, documentation, loan disbursals and repayment. It is a registered Non-Banking Finance Company under the Reserve Bank of India Act, 1934 and is listed on the Bombay Stock Exchange Limited (BSE Limited).

As on 31^st March, 2018, your Company has commenced its pilot operations in the State of Maharashtra. Till date it has onboarded 43 partners and has disbursed loans worth 118 Lakhs.

3. DIVIDEND:

In view of the loss incurred by the Company during the year under review, your Directors do not recommend any dividend for the financial year ended 31^st March 2018.

4. DEBT EQUITY RATIO:

Your Company’s Debt:Equity ratio as on March 31, 2018 stands at NIL.

5. CAPITAL ADEQUACY RATIO:

The provisions of Basel III norms on the Capital to Risk Assets Ratio (CRAR) prescribe a minimum CRAR of 15%. Your company has a CRAR of 99.59% which is well above the threshold.

6. NET OWNED FUNDs:

The Net Owned Funds of your Company as on March 31, 2018 stood at 25,539.93 lakhs.

7. CREDIT RATING

Since your Company is a Non Deposit Accepting Non-Systematic NBFC, it does not have any deposits and thus does not require to obtain ratings for the same.

8. CHANGE IN NAME:

During the year under review, the Company changed its name from M3 Global Finance Limited to its current name i.e. Niyogin Fintech Limited with effect from 12^th May 2017.

9. SHARE CAPITAL:

(a) Authorized Share Capital: During the year under review your Company has increased the authorized capital from Rs. 44 Crores (Rupees Forty-Four Crore Only) to Rs. 98 Crores (Rupees Ninety-Eight Crores Only) comprising of 89.000.000 (Eight Crore Ninety Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each and 9.000.000 (Ninety Lakhs) preference shares of Rs. 10/- (Rupees Ten Only) each which was approved by the shareholders in the ExtraOrdinary General Meeting held on 27^th June, 2017.

(b) Issued, Subscribed & Paid-up Share Capital: During the year under review till the date of this report, the Company made the following allotments:

(i) Allotment of 37,113,000 (Three Crores Seventy One Lakhs Thirteen Thousand) equity shares of Rs. 10/- each at a price of Rs. 50/- (Rupees Fifty Only) each including premium of Rs. 40/- (Rupees Forty Only) aggregating to Rs. 1,855,650,000/- (Rupees One Hundred and Eighty-Five Crores Fifty-Six Lakhs and Fifty Thousand Only) on a preferential basis to persons belonging to non-promoter category. The said preferential issue was approved by the shareholders at the Extra Ordinary General Meeting of the Company held on 27^th June 2017.

(ii) Allotment of 2,500,000 (Twenty Five Lakhs) equity shares of Rs. 10/- each to the Promoter entity pursuant to the conversion option exercised by the Promoter entity in respect of 2,500,000 Compulsorily Convertible Preference Shares (“CCPS”). The said CCPS were issued to the Promoter entity, during the financial year 2016-17, on preferential basis at face value of Rs. 10 (Rupees Only) each aggregating to Rs. 25,000,000 (Rupees Two Crores and Fifty Lakhs Only). The said preferential issue was approved by the shareholders at the 28^th Annual General Meeting of the Company held on 19^th September 2016.

(iii) Allotment of 29,500,000 (Two Crores Ninety Five Lakhs) equity shares of Rs. 10/- each to the Promoter entity pursuant to the conversion option exercised by the Promoter entity in respect of 29,500,000 Share Warrants (“Warrants”). The said Warrants were issued to the Promoter entity, during the financial year 201617, on preferential basis at face value of Rs. 10 (Rupees Ten Only) aggregating to Rs. 295,000,000/- (Rupees Twenty-Nine Crores and Fifty Lakhs Only). The said preferential issue was approved by the shareholders at the 28^th Annual General Meeting of the Company held on 19^th September 2016.

(iv) Allotment of 7,321,450 (Seventy Three Lakhs Twenty One Thousand Four Hundred and Fifty) equity shares of Rs. 10/- each at a price of Rs. 50/- (Rupees Fifty Only) each including premium of Rs. 40/- (Rupees Forty Only) aggregating to Rs. 366,072,500/- (Rupees Thirty Six Crores Sixty Lakhs Seventy Two Thousand Five Hundred Only) on preferential basis to the Promoter entity. The said preferential issue was approved by the shareholders at the Extra Ordinary General Meeting of the Company held on 14^th August 2017.

(v) Allotment of 4,732,433 (Forty Seven Lakhs Thirty Two Thousand Four Hundred and Thirty Three) equity shares of Rs. 10/each to Strategic India Equity Fund (“SIEF”) (public category) pursuant to the conversion option exercised by SIEF in respect of 4,732,433 Compulsorily Convertible Preference Shares (“CCPS”) held by SIEF in the Company. The said CCPS were issued to SIEF, during the financial year 2016-17, on preferential basis at a price of Rs. 21.60 (Rupees Twenty One and Paise Sixty Only Only) each including premium ofRs. 11.60 (Rupees Eleven and Paise Sixty Only) aggregating to Rs. 102,220,552.80 (Rupees Ten Crores Twenty Two Lakhs Twenty Thousand Five Hundred and Fifty Two and Paise Eighty Only). The said preferential issue was approved by the shareholders vide Postal Ballot, results of which were declared on 18^th February 2017.

Subsequent to the aforesaid allotments, the issued and paid-up equity share capital of the Company stands increased from Rs. 36,000,000/- (Rupees Three Crores and Sixty Lakhs Only) divided into 3,600,000 (Thirty Six Lakhs) equity shares of Rs. 10/- (Rupees Ten Only) each to Rs. 847,668,830/- (Rupees Eighty Four Crores Seventy Six Lakhs Sixty Eight Thousand Eight Hundred and Thirty Only) divided into 66,892,908 (Six Crores Sixty Eight Lakhs Ninety Two Thousand Nine Hundred and Eight) equity shares of Rs. 10/- (Rupees Ten Only) each.

10. DEPOSITORY SYSTEM:

The Company’s equity shares are compulsorily tradable in electronic form. As of 31^st March 2018, 99.99% of the Company’s total paid-up capital representing 79,973,550 equity shares were in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility.

11. PUBLIC DEPOSITS:

Your Company did not invite or accept deposits from public during the year under review.

12. SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

13. particulars of loans, GUARANTEES OR INVESTMENTS:

In terms of Section 186(11) of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, loans made, guarantees given or securities provided by the Company are exempted from compliance with the requirements of Section 186 of the Companies Act, 2013.

During the year under review, your Company has invested surplus funds pending business deployment in various liquid debt securities in the ordinary course of business. For details of the current and non-current investments of the Company, please refer Note 10 and 13 to the Audited Financial Statements.

14. related party transactions:

All related party transactions that were entered into during the financial year were in compliance with the requirement of the Companies Act, 2013 and the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All Related Party Transactions are placed before the Audit Committee and also the Board, as the case may be, for approval. A statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval / noting on a quarterly basis.

During the year under review, the contracts or arrangements with related parties referred to in section 188 of Companies Act, 2013 have been on arms’ length and in ordinary course of business and were not material in nature. However the particulars of the transactions as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013 are as a part of the Director’s Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

15. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under review, together with a Certificate from Mitesh J. Shah & Associates, Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) Directors:

As on the date of this report, the Company’s Board consists of the following Directors:

(i) Mr. Amit Rajpal - Chairman & NonExecutive, Non-Independent Director -DIN: 07557866

(ii) Mr. Makarand Patankar - Whole Time Director - DIN: 01584128

(iii) Mr. Kapil Kapoor - Independent Director -DIN:00178966

(iv) Ms. Sutapa Banerjee - Independent Director - DIN: 02844650

(v) Ms. Sucheta Dalal - Independent Director - DIN: 01351168

The Independent Directors of your Company have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

In accordance with Section 152 and other applicable provisions of Companies Act, 2013, Mr. Amit Rajpal (DIN: 07557866) - NonExecutive, Non-Independent Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board commends his re-appointment for your approval.

(b) Key Managerial Personnel:

As on the date of this Report, the following persons have been appointed as the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013:

(i) Mr. Sandeep Kumar - Chief Financial Officer (w.e.f. 8^th February 2018)

(ii) Mr. Mandar Godbole - Company Secretary & Compliance Officer (w.e.f. 8^th February 2018)

During the year, (a) Mr. Arnab Bhattacharya

- President resigned as the Chief Financial Officer of the Company (w.e.f. 8^th February 2018) and (b) Ms. Shraddha Dalvi resigned as the Company Secretary & Compliance Officer of the Company (w.e.f. 8^th February 2018).

17. BOARD & COMMITTEE MEETINGs:

During the year under review, the following Board /Committee Meetings were convened and held:

(a) Eight (8) Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(b) Six (6) Audit Committee Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(c) Three (3) Nomination & Remuneration Committee Meeting was held, details of which are given in the Corporate Governance Report.

18. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and the Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

19. DIRECTOR(S) DISCLOSURES:

Based on the declarations and confirmations received in terms of provisions of the Companies Act, 2013, circular(s) / notification(s) / direction(s) issued by the RBI and other applicable laws, none of the Directors on the Board of your Company are disqualified from appointment as Directors.

Your Company has received declarations from the Independent Director(s), affirming compliance with the criteria of independence as stipulated in Section 149(6) of the Companies Act, 2013.

20. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Independent Directors have complete access to the information within the Company. As a part of Agenda of Board / Committee Meetings presentations are regularly made to the Independent Directors on various matter inter-alia covering the Company’s strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual financial results, human resources, technology, quality, role, rights, responsibilities of the Independent Directors and such other areas as may arise from time to time, where Directors get an opportunity to interact with the Company’s management (Familiarization Programmes).

21. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company’s Website at www.niyogin.in.

22. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31 ^st March, 201 8, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have 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 your Company as at 31^st March, 2018 and of the profit/loss of the Company for the financial year ended 31^st March, 2018;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. STATUTORY AUDITORS:

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 201 4, the Members of the Company in its 29^th Annual General Meeting held on 28^th September, 2017 approved the appointment of B S R & Co. LLP, Chartered Accountants (ICAI Registration No -101248W/W-100022), as the Statutory Auditors of the Company for an initial term of 5 years i.e. from the conclusion of 29^th Annual General Meeting till the conclusion of the 34^th Annual General Meeting of the Company. The Report given by M/s. B S R & Co. LLP, Chartered Accountants, on the financial statements of the Company for the year ended 31^st March 2018 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

24. 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, the Company had appointed M/s Mitesh J. Shah & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended 31^st March 2018. The Report of the Secretarial Audit is annexed herewith as Annexure ‘II’.

25. RBI GUIDELINES

Your Company continues to fulfill and comply with all the circular(s), notification(s), direction(s) and guideline(s) issued by the RBI, as are applicable to it as a Non-Systemically Important Non-Deposit Accepting or Holding Non-Banking Financial Company.

In terms of the RBI Master Circular No. 15/2015-16 dated July 1, 2015 on Foreign Investment in India, your Company has obtained a certificate from its Statutory Auditors, certifying that the Company is in compliance with the FEMA regulations.

26. PARTICULARS OF DEPOSITS

Your Company being a ‘Non-Deposit Accepting or Holding Non-Banking Financial Company’ has not accepted deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI.

Accordingly, the disclosure requirements under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable to the Company.

27. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company’s internal financial control system also comprises of compliances with the Company’s policies and Standard Operating Procedures (SOPs), which is further reviewed by Protiviti India Member Private Limited, the Internal Auditors. The Internal Auditors independently evaluate the adequacy of internal controls.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS IN RELATION TO FINANCIAL STATEMENTS:

The Companies Act, 2013 re-emphasizes the need for an effective Internal Financial Control system in the Company. The system should be designed and operated effectively. Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board’s report. To ensure effective Internal Financial Controls, the Company has laid down the following measures:

0 All operations are executed through Standard Operating Procedures (SOPs) in all functional activities for which key manuals have been put in place. The manuals are updated and validated periodically.

0 All legal and statutory compliances are ensured on a monthly basis for all locations in India through a fully automated tool. Noncompliance, if any, is seriously taken by the management and corrective actions are taken immediately.

0 Approval of all transactions is ensured through a pre-approved delegation of authority schedule. The schedule is reviewed periodically by the management and compliance of the same is regularly checked and monitored by the auditors.

0 The Company follows a robust internal audit process wherein audits are conducted on a regular basis throughout the year by the Internal Auditors as per agreed audit plan.

0 The audit reports of the Internal Auditors are submitted to the Audit Committee and the Board for review and necessary action.

0 The Company has a comprehensive risk management framework.

0 The Company has a robust mechanism of building budgets at an integrated crossfunctional level. The budgets are reviewed on a monthly basis so as to analyze the performance and take corrective action, wherever required.

0 The Company has in place a well-defined Whistle Blower Policy / Vigil Mechanism.

0 The Company has a system of Internal Business Reviews. All departmental heads discuss their business issues and future plans in monthly review meetings. They review their achievements in quarterly review meetings.

0 Compliance of the secretarial functions is ensured by way of secretarial audit.

29. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, your Company is not required to contribute funds for CSR. However, as a part of good corporate governance along with an intent to work for a social cause the Company has constituted a CSR Committee.

30. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return as on 31^st March, 2018 forms part of this report as Annexure ‘I’.

31. PARTICULARS OF EMPLOYEES

During the year, there were 39 employees on the payroll ofthe Company. During the year, 1 employee employed throughout the year was in receipt of remuneration of Rs. 1 crore and 2 lakh or more per annum and 0 employees employed for part of the year was in receipt of remuneration of Rs. 8.5 lac or more per month. In accordance with the provisions of Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of the top ten employees in terms of remuneration drawn and of the aforesaid employees are set out in the annexure to the Directors’ Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the rule, the Directors’ Report is being sent to all shareholders of the Company excluding the annex. Any shareholder interested in obtaining a copy of the annexure may write to the Company. Further disclosures on managerial remuneration are annexed to this report. Further disclosures on managerial remuneration are annexed to this report.

32. EMPLOYEE STOCK OPTION PLAN:

The Board of Directors, at its meeting held on 28^th May 2018, has approved Niyogin Employee Stock Option Plan (“Niyogin ESOP”). The Niyogin ESOP was approved by the shareholders vide Postal Ballot, results of which were declared on 9^th July 2018.

33. SEXUAL HARRASMENT POLICY:

During the year under review the Company has not received any complaint from the employees related to sexual harassment. The Company has in place sexual harassment policy which is available on the Company’s website.

34. RISK MANAGEMENT:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are periodically discussed at the meetings of the Company.

35. VIGIL MECHANISM:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

36. ENERGY CONVERSATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conversation of Energy: NIL

B. Technology Absorption: NIL

C. Foreign Exchange Earning: NIL

D. Foreign Exchange Outgo: NIL

37. APPRECIATIONS

Your Directors take this opportunity to express their appreciation to all stakeholders of the Company including the Reserve Bank of India, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India and other Regulatory Authorities, Members, Customers and Employees of the Company for their continued support and trust. Your Directors would like to express deep appreciation for the commitment shown by the employees in supporting the Company in achieving continued robust performance on all fronts.

FOR NIYOGIN FINTECH LIMITED

Sd/-

Makarand Ram Patankar

Whole Time Director

(DIN:01584128)

Date: 13^th August 2018

Place: Mumbai

---

Mar 31, 2014

To The Members,

The Directors present this 26th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

Financial Results

Particulars (In Rupees) (In Rupees) Current Year Previous Year 2013-14 2012-13

Total Income 400,248 950,000

Profit before Finance Cost and Depreciation 369,738 301,069

Less : Finance Cost 0 0

Profit before Depreciation 367,938 301,069

Less : Depreciation 0 0

Profit/(Loss) before Tax 367,938 301,069

Provision for Tax

Current Tax

Deferred Tax 0 92,876

Tax For earlier Years

Balance of Profit/(Loss) for the year 3,67,938 208,193

Balance Brought forward from the Previous year 212,352 4,159

Amount available for appropriation 580,290 212,352

Proposed Dividend Nil Nil

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 580,290 212,352





OPERATIONS

The Financial year 2013-14 saw worst spell of Financial Crisis. The Rupee depreciated against the US Dollar which led to sudden depletion of Foreign exchange Reserve. To Defend Rupee Exchange Rate RBI maintained a tight monetary policy by increasing Short term rates to lessen excess liquidity.

Due to the Continuous economic slowdown for past few years the Economic environment for the year under review remained subdued therefore your company instead of taking risk for a small gain continued with existing operation without much change. The GDP growth rate in the previous year was a decade-low of 4.5 per cent. This is the second year in a row during which the economy''s growth remained below the 5 per cent that is of 4.8 %. The loss of growth momentum continued throughout the year 2013-14. The other important factor, inflation measured by the Wholesale Price Index which remained sticky at around 5.5% through Financial Year 2013-14.

During the year company has earned net profit of Rs.367938/- as compared to Rs.207693/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. . The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

All the Decisions of the Company are based on factors like overall economic growth of economy, Monetary Policies of RBI ,Interest rates and liquidity, stock market performance and volatility, growth of infrastructure, agriculture and other auto industries etc. however concerns remain on inflation an twin deficits of Fiscal and Current Account. Your Company believes with sound risk management and strong capital adequacy ratio, the India of future offers opportunities for growth. The approach of the company till the date is cautious and traditional which is based on risk-management. However your Board is now focusing on various options as all courses of action are risky, so prudence is not in avoiding danger but calculating risk and acting decisively.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit.

DIRECTOR

- Rotation of Directors

In accordance with section 257 of the Companies Ac, 1956 and Section 152 and other applicable provision of the Companies Act 2013 Shri Haresh Champaklal Harde, Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-election.

Change in Designation of Directors

In pursuance of the provisions of Sections 196,197,198 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof, for the time being in force),read with Schedule V to the said Act and subject to such other approvals, consents as may be required, the consent of the Members of the Company and subject to the approval of shareholders at the next General Meeting, Mr. Manish Arvindlal Shah ,be and is hereby appointed as non-rotational Whole Time Director of the company with effect from 11.07.2014 to 10.07.17 for tenure of three years.

Based on the confirmations received, none of the Directors are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956 and Section 164(2) of Companies Act, 2013._

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm: I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure. II. That the director''s have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year 31st March, 2014.

III. That the director''s have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the director''s have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

RBI GUIDELINES

As a Systemically Important Non Deposit taking Non-Banking Finance Company, your Company always aims to operate in compliance with applicable RBI laws and regulations and employs its best efforts towards achieving the same.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company

certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s M/s.Jain Khetan Agarwal & Associates., Chartered Accountants., retire at the ensuing Annual General Meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224(1B) of Companies Act, 1956 and section 139(2) of the Companies Act, 2013 the explanation given in Auditor''s report and notes on accounts are self-explanatory and do not call for any comments.

NEW GUIDELINE FOR DIRECT LISTING AT BSE

The Bombay Stock Exchange has come out with liberalized guideline for direct listing at exchange for those Regional Stock Exchange Listed Company having certain competency. Many times shareholders are approaching company with problem of ill-liquidity. With a view to avoid this major problem your company will take all necessary action to get company listed on a Bombay Stock Exchange. The necessary measures have been taken by your company to comply all mandatory requirements for direct listing.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company was in receipt, of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act 1956 & Corresponding section197 of the Companies Act, 2013 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure are NIL. Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Regd. Office: 152, Narayan Dhuru Street By Order of the Board 2nd Floor, Room No.24, Mumbai-003 Manish Shah Sejal Shah 14th August, 2014 (Whole Time Director) (Director)

---

Mar 31, 2013

To The Members,

The Directors present this 25th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013. Financial Results

Particulars (in Rupees) Current Year Previous Year 2012-13 2011-12

Total Income 950000 199863

Profit before Finance Cost and Depreciation 300569 25627

Less : Finance Cost 0 0

Profit before Depreciation 300569 25627

Less : Depreciation 0 0

Profit/(Loss) before Tax 300569 25627

Provision for Tax

Current Tax

Deferred Tax 92876 7919

Tax For earlier Years

Balance of Profit/(Loss) for the year 207693 17708

Balance Brought forward from the Previous year 4659 (3260)

Amount available for appropriation 212352 4659

Proposed Dividend Nil Nil

Tax on proposed Dividend 0 0

Balance Profit/(Loss) carried to Balance Sheet 212352 4659



OPERATIONS

During the year under review the financial sector remains subdued and therefore your company instead of taking risk for a small gain continued with existing operation without much changes. The annual GDP growth rates revised continuously from 9% to 8% and now 5.6% where the last quarter shows growth rate of just 4.8%.The loss of growth momentum continued throughout the year 2012-13. The other important factor, inflation measured by the Wholesale Price Index which remained sticky at above 7.5% through first half of 2012-13, fell to 5.9% in March, 2013.

During the year company has earned net profit of Rs.2,07,693/- as compared to Rs.7,919/- in previous year. Your directors are taking various initiatives for overall better performance and optimistic for the years to come. . The details of financial performance of the Company are appearing in the Balance Sheet and Profit & Loss Account for the year.

FUTURE OUTLOOK

Any major steps or initiatives on the part of operations of the company is based on factors like overall economic growth, interest rates and liquidity, stock market performance and volatility, growth of infrastructure and auto industries etc. The approach of the company till the date is cautious and traditional which is based on risk- management. However your Board is now focusing on various options as all courses of action are risky, so prudence is not in avoiding danger but calculating risk and acting decisively.

DIVIDEND

No dividend recommended by the Board of directors in view of limited profit.

DIRECTORATE

Shri Manish Arvindlal Shah, Director of the Company, retires by rotation at this Annual General Meeting and being eligible offer himself for re-election.

Mrs. Sejal Manish Shah was appointed as additional director of the company on 12th August, 2013. His tenure of office expire at this Annual General Meeting and he is eligible to re-appoint as director liable to retire by rotation. She is associated with the company as Promoter Group Director in replacement of Mr. Mitul Shah who ceased to be director of the company on his pre-occupation. Your directors place their appreciation for valuable support to this company from Mr. Mitul Shah.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your directors'' confirm:

I. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure. II. That the director''s have selected such accounting policies & applied them consistently & made judgment & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the company at the end of the financial year & of the Profit of the company for the year.

III. That the director''s have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company & for preventing & detecting fraud & other irregularities.

IV. That the director''s have prepared the annual accounts on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed discussion on the Company''s operations is presented in the chapter on Management Discussion and Analysis, which forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company has implemented all the provisions of the Corporate Governance as stipulated by Clause 49 of the listing agreements with all the stock exchanges where the Company''s securities are listed. It has always been a constant Endeavour of the Company to adopt good corporate governance code through independent Board, transparent disclosures and shareholders empowerment for creating and sustaining shareholder value. A separate section on Corporate Governance along with a certificate from the auditors of the Company certifying compliance of stipulations of Clause 49 of listing agreements with the stock exchanges with regards to the Corporate Governance code is present elsewhere.

DEPOSITS

The Company has not invited or accepted any fixed deposit from the public during the year under review.

AUDITORS

M/s M/s.Jain khetan Agarwal & Associates., Chartered Accountants., retire at the ensuing Annual General meeting. They offer for re-appointment. Company has received their eligibility certificate in pursuant to section 224 (1B) of the Companies Act, 1956. The explanation given in Auditor''s report and notes on accounts are self explanatory and do not call for any comments.

NEW GUIDELINE FOR DIRECT LISTING AT BSE

The Bombay Stock Exchange has come out with liberalized guideline for direct listing at exchange for those Regional Stock Exchange Listed company having certain competency. Many times shareholders are approaching company with problem of ill- liquidity. With a view to avoid this major problem your company will take all necessary action to get company listed on a Bombay Stock Exchange. The necessary measures have taken by your company to comply all mandatory requirements for direct listing.

PARTICULARS OF EMPLOYEES

None of the Employee''s of the company was in receipt of the remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 as amended, during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

The particulars regarding foreign exchange earnings and expenditure is NIL.

Since your company does not own any manufacturing facility, the other particulars in the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,1988 are not applicable.

ACKNOWLEDGMENT

The Board of Directors wishes to place on record its appreciation for the cooperation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and looks forward to a continued mutual support and co-operation.

Regd. Office : 152, Narayan Dhuru Street By Order of the Board 2nd Floor, Room No.24, Mumbai Manish Shah Mitul Shah Haresh Harde 12th August, 2013 (Director) (Director) (Director)

---

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report with the Audited Statements of Account for the year ended 31st March, 2011.

1. FINANCIAL RESULTS: (Rs. in thousand) For the year ended For the year ended 31st March, 2011 31st March, 2010

Gross Income 198.33 13877.44

Profit before taxation 25.00 43.19

Less Provision for Taxation 7.70 14.00

Profit after taxation 17.30 29.19

Balance brought forward (83.55) (106.64)

Less: Transfer to Statutory Reserve 45.60 6.10

Balance (Deficit) carried to Balance Sheet (111.85) (83.55)

2. DIVIDEND :

With a view to conserve the resources of the company the directors do not propose to recommend any dividend.

3. DIRECTORS :

Shri Jitendra A. Patel retire by rotation and is eligible for re-appointment.

4. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review your company has not consumed energy of any significant level and accordingly no measures were taken for energy conservation and no additional investment was made for reduction of energy consumption. No comment is made on technology absorption considering the nature of activities undertaken by your company during the year under review. There has been no foreign exchange income or outflow during the year.

5. NON-BANKING FINANCIAL COMPANIES (RESERVE BANK) DIRECTIONS

The company follows the R.B I. directions regarding NBFC business.

6. PUBLIC DEPOSITS

During the year under review, your company did not accept or renew any Public Deposit within the meaning of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 as amended by Companies (Amendment) Act, 2000 your Directors state:

I) that in the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures:

ii) that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on 31-03-2011 and of the profit of the company for the year ended on 31-03-2011

iii) 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,

iv) that the directors have prepared annual accounts on a going concern basis.

8. CORPORATE GOVERNANCE

A Report on Corporate Goverance along with a Report from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to clause 49 of the fisting Agreement is annexed.

9 AUDITORS REPORT FOR NBFC:

As per RBI Directions, the Company has obtained Auditor''s Report Confirming that the Company has complied with all the guidelines and provisions as applicable to the Company for carrying out activities as a registered NBFC. A copy of report is annexed to this report

10 COMPLIANCE CERTIFICATE:

In accordance with Sec. 383A of the Companies Act, 1956, the Company has obtained a Certificate from a Company Secretary in whole time practice confirming that the Company has complied with all the provisions of the Companies Act. 1956 and a copy of such certificate is annexed to this report.

11. DEMATERIALISATION OF SECURITIES/SHARE:

The company''s shares are available in Demat form and the company''s ISIN No is INE480D01010

12. EMPLOYEES:

The Company has no employees of the category specified u/s 217(2A) of the Companies Act, 1956 during the year

13. AUDITORS:

M/s. B.J. Ethan & Co., Chartered Accountants, Auditors of the company, retire and being eligible, offer themselves for re-appointment

on behalf of the Board R. R. TIBREWALA Chairman

Place Ahmedabad

Date 27-05-2011