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Niyogin Fintech Ltd.

BSE: 538772 Sector: Financials
NSE: N.A. ISIN Code: INE480D01010
BSE 15:11 | 08 Feb 32.30 -0.70
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NSE 05:30 | 01 Jan Niyogin Fintech Ltd
OPEN 33.00
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VOLUME 9738
52-Week high 84.00
52-Week low 30.00
P/E
Mkt Cap.(Rs cr) 305
Buy Price 32.30
Buy Qty 100.00
Sell Price 32.95
Sell Qty 210.00
OPEN 33.00
CLOSE 33.00
VOLUME 9738
52-Week high 84.00
52-Week low 30.00
P/E
Mkt Cap.(Rs cr) 305
Buy Price 32.30
Buy Qty 100.00
Sell Price 32.95
Sell Qty 210.00

Niyogin Fintech Ltd. (NIYOGINFINTECH) - Auditors Report

Company auditors report

To the Members of Niyogin Fintech Limited

Report on the Audit of the Standalone Financial Statements

OPINION

We have audited the accompanying standalone financial statements of Niyogin FintechLimited ("the Company") which comprise the standalone Balance Sheet as at 31March 2022 and the standalone Statement of Profit and Loss (including Other ComprehensiveIncome) the standalone Statement of Changes in Equity and the standalone Statement ofCash Flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information("the Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Financial Statements give the information requiredby the Companies Act 2013 ("the Act') in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with Companies (Indian Accounting Standards) Rules 2015 as amended andother accounting principles generally accepted in India of the state of affairs of theCompany as at 31 March 2022 of its loss and other comprehensive loss changes in equityand its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (ICAI) togetherwith the ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules thereunder and we have fulfilledour other ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion on the Standalone Financial Statements.

EMPHASIS OF MATTER

We draw attention to Note 46 to the standalone financial statements which describesthat the extent to which the COVID 19 Pandemic will continue to impact the Company'sStandalone financial statements will depend on ongoing and future developments.

Our opinion is not modified in respect of this matter.

KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone Financial Statements of the current period.These matters were addressed in the context of our audit of the Standalone FinancialStatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the Standalone Financial Statements section ofour report including in relation to these matters. Accordingly our audit included theperformance of procedures designed to respond to our assessment of the risks of materialmisstatement of the Standalone Financial Statements. The results of our audit proceduresincluding the procedures performed to address the matters below provide the basis for ouraudit opinion on the accompanying Standalone Financial statements.

Classification and measurement of loans and Provision for expected Credit loss (ECL) onFinancial Assets - Loans

Charge to the Statement of Profit and Loss for the year ended 31 March 2022 - Rs. 74.45Lacs Total ECL Provision as at 31 March 2022 - Rs. 714.30 Lacs (including managementoverlay of Rs. 176.06 Lacs)

Refer accounting policies in Note 3.6 to the standalone financial statements

Key Audit Matter

Under Ind AS 109 "Financial Instruments" impairment loss allowance of loansis determined using Expected Credit Loss (ECL) estimation model. The estimation of ECL onfinancial instruments involves significant judgement and estimates. The Company's model tocalculate expected credit loss ("ECL") is inherently complex and judgment isapplied in determining the correct construction of the three-stage impairment model("ECL Model") including the selection and input of forward-looking information.Inherently judgemental models are used to estimate ECL which involves determiningProbabilities of Default ("PD") Loss Given Default ("LGD") andExposures at Default ("EAD"). The PD and LGD are the key drivers of estimationcomplexity in ECL and as a result are considered the most significant judgemental aspectof the company's modelling approach. Further ECL provision calculation require the use oflarge volumes of data. The completeness and reliability of data can significantly impactaccuracy of the modelled impairment provisions. The accuracy of data flows and theimplementation of related controls are critical for the integrity of the estimatedimpairment provisions.

The disclosures (including disclosures prescribed by RBI) regarding the company'sapplication of Ind AS 109 are the key to explaining the key judgements and material inputsto the Ind AS 109 ECL results. We have identified the measurement of ECL as a key auditmatter in view of the significant judgement and assumptions involved.

How the Key Audit Matter was addressed in our audit

We performed end to end process walkthroughs to identify the key systems applicationsand controls used in the ECL process. We tested the relevant Manual Controls general ITand application controls over key systems used in ECL process.

The Board approved policy on ECL for impairment of financial instruments was examinedand its compliance with Ind AS 109 was assessed.

Understood the process of ECL computation and tested design and operating effectivenessof key controls around data extraction and validation.

Evaluated management's controls over collation of relevant information used fordetermining estimates for management overlays on account of COVID-19.

We have verified the methodology of the computation of staging of loans estimation ofprobability of default its calibration and estimation of loss given default.

To ensure the completeness of the data used we reconciled the total financial assetsconsidered for ECL estimation with the books of accounts.

We have evaluated the appropriateness of the Company's Ind AS 109 Impairmentmethodologies and reasonableness of assumptions used.

We have broadly reviewed the underlying assumptions and estimates used by themanagement with respect to additional provision made by the company on account of theimpact of COVID -19 pandemic but as the extent of impact is dependent on futuredevelopments which are highly uncertain we have primarily relied on those assumptions andestimates. These assumptions and estimates are a subject matter of periodic review by thecompany.

Performed Substantive Procedures for testing the ECL Model and computation of ECLamount included and not limited to the following:

• Reviewed the assumptions used for and computation of probability of default andloss given default for different stage of financial assets as per their nature and riskassessment reviewed the assessment performed for forward looking macro-economic factor.

• Tested the appropriate staging of assets basis their days past due and otherloss indicators on sample basis along with the ECL computation and ensured applicationof correct underlying factor like PD LGD and weights on the financial assets.

• Mathematical accuracy of the computation of ECL was examined by reperforming theformulas.

Assessing Disclosures

We assessed whether the disclosures on key judgements assumptions and quantitativedata with respect to impairment of loans (including restructuring and NPA relateddisclosures) in the Standalone Financial Statements are appropriate and sufficient.

INFORMATION OTHER THAN THE STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT THEREON

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Board's Report including Annexuresto Board's Report but does not include the standalone financial statements and ourauditor's report thereon. The Board's Report including Annexures to Board's Report isexpected to be made available to us after the date of this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

When we read the Board's report including Annexures to Board's Report if we concludethat there is a material misstatement therein we are required to communicate the matterto those charged with governance under SA 720 'The Auditor's responsibilities Relating toOther Information'.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONEFINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance changesin equity and cash flows of the Company in accordance with the Indian Accounting Standardsprescribed under Section 133 of the Act read with Companies (Indian Accounting Standards)Rules 2015 as amended issued thereunder. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statement that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the standalone financial statements the Board of Directors is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the Board of Directors either intends to liquidate the Company or tocease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

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

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the companyhas internal financial controls with reference to financial statements in place and theoperating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

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

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

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

OTHER MATTER

The standalone financial statements of the Company for the year ended 31 March 2021were audited by another auditor whose report dated 19 May 2021 expressed an unmodifiedopinion on those statements.

Our opinion is not modified in respect of this matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books.

(c) The Standalone Balance Sheet the Standalone Statement of Profit and Loss theStandalone Statement of Changes in Equity and the Standalone Statement of Cash Flow dealtwith by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid Standalone Financial Statements comply with theAccounting Standards specified under Section 133 of the Act read with Companies (IndianAccounting Standards) Rules 2015.

(e) On the basis of the written representations received from the directors as on 31March 2022 taken on record by the Board of Directors none of the directors aredisqualified as on 31 March 2022 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls with reference tostandalone financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

3. With respect to the matter to be included in the Auditor's Report under Section197(16) of the Act:

In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act.

4. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous we report as under:

i. The Company does not have any pending litigations which would impact its financialposition;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There were no amounts which were required to be transferred to the investorEducation and Protection Fund by the Company;

iv (a) The Management has represented to us that to the best of its knowledge andbelief no funds (which are material either individually or in the aggregate) have beenadvanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the Company to or in any other person or entity includingforeign entity ("Intermediaries") with the understanding whether recorded inwriting or otherwise that the Intermediary shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Company ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;

(b) The Management has also represented to us that to the best of its knowledge andbelief no funds (which are material either individually or in the aggregate) have beenreceived by the Company from any person or entity including foreign entity ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) contain any material misstatement.

v. No dividend was declared or paid by the company during the year.

For Pijush Gupta & Co
Chartered Accountants
ICAI Firm Registration Number: 309015E
Gurugram Sangeeta Gupta
14 May 2022 Partner
Membership Number: 064225
UDIN: 22064225AIYU RX6895

Annexure A to Independent Auditors' Report of even date on the Standalone FinancialStatements of Niyogin Fintech Limited for the year ended 31 March 2022

[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'in the Independent Auditors' Report]

To the best of our information and according to the explanations provided to us by theCompany and the books of account and records examined by us in the normal course of auditwe state that:

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment ("PPE") andrelevant details of right-of-use assets. The Company is maintaining proper records showingfull particulars of intangible assets.

(b) The Company has a regular programme of physical verification of its PPE by whichall PPE are verified in a phased manner. In our opinion this periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets. In our opinion and according to the information and explanations given to us nomaterial discrepancies were noticed on such verification.

(c) The Company does not have any immovable Property disclosed under Property Plant andEquipment and hence reporting under clause 3(i)(c ) of the Order is not applicable.

(d) In our opinion and according to the information and explanations given to us theCompany has not revalued its PPE (including Right of Use assets) and intangible assets orboth during the year.

(e) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company no proceedings have been initiated during theyear or are pending against the Company as at 31 March 2022 for holding any benamiproperty under the Benami Transactions (Prohibition) Act 1988 (45 of 1988 as amended in2016) and rules made thereunder. Refer note 47 to the Standalone Financial Statements.

ii. (a) The Company is in the business of providing loans and does not have anyphysical inventories. Accordingly the provision of clause 3(ii)(a) of the Order is notapplicable to it.

(b) The Company has not been sanctioned working capital limits in excess of Rs. 5crore in aggregate at any points of time during the year from banks or financialinstitutions on the basis of security of current assets and hence reporting under clause3(ii)(b) of the Order is not applicable.

iii. (a) Since the Company's principal business is to give loans. Accordingly theprovision of clause 3(iii)(a) of the Order is not applicable to it.

(b) The Company being a Non-Banking Financial Company ('NBFC') registered underprovisions of RBI Act 1934. In our opinion and according to the information andexplanations given to us the investments made guarantees provided security given andthe terms and conditions of the grant of all loans and advances in the nature of loans andguarantees provided during the year are prima facie not prejudicial to the Company'sinterest.

(c) The Company being a Non-Banking Financial Company ('NBFC') registered underprovisions of RBI Act 1934 and rules made thereunder in pursuance of its compliance withprovisions of the said Act/Rules particularly the Income Recognition AssetClassification and Provisioning Norms monitors repayments of principal and payment ofinterest by its customers as stipulated. In our opinion and according to the informationand explanations given to us in respect of loans and advances in the nature of loans theschedule of repayment of principal and payment of interest has been stipulated and incases where repayment of principal and payment of interest is not received as stipulatedthe cognizance thereof is taken by the Company in course of its periodic regulatoryreporting. Refer notes 7 and 39 to the Standalone Financial Statements for summariseddetails of such loans/advances which are not repaid by borrowers as per stipulations.According to the information and explanation made available to us reasonable steps aretaken by the Company for recovery thereof.

(d) The Company being a NBFC registered under provisions of RBI Act 1934 and rulesmade thereunder in pursuance of its compliance with provisions of the said Act/Rulesparticularly the Income Recognition Asset Classification and Provisioning Normsmonitors and report total amount overdue including principal and/or payment of interest byits customers for more than 90 days. In cases where repayment of principal and payment ofinterest is not received as stipulated the cognizance thereof is taken by the Company incourse of its periodic regulatory reporting. Refer notes 7 and 39 to the StandaloneFinancial Statements for summarised details of such loans/ advances which are not repaidby borrowers as per stipulations. According to the information and explanation madeavailable to us reasonable steps are taken by the Company for recovery thereof.

(e) Since the Company's principal business is to give loans. Accordingly the provisionof clause 3(iii)(e) of the Order is not applicable to it.

(f) Based on our audit procedures according to the information and explanation madeavailable to us the Company has not granted any loans or advances in the nature of loanseither repayable on demand or without specifying any terms or period of repayment duringthe year.

iv. In our opinion and according to the information and explanations given to us theCompany has not either directly or indirectly granted any loan to any of its directors orto any other person in whom the director is interested in accordance with the provisionsof section 185 of the Act and the Company has not made investments through more than twolayers of investment companies in accordance with the provisions of section 186(1) of theAct. The other subsections of Section 186 of the Act are not applicable to the Company

v. The Company has not accepted any deposit or amounts which are deemed to be deposits.Hence reporting under clause 3(v) of the Order is not applicable. According to theinformation and explanations given to us no order has been passed by the Company LawBoard or the National Company Law Tribunal or the RBI or any Court or any other Tribunalagainst the Company in this regard.

vi. The Central Government has not prescribed the maintenance of cost records undersub-section (1) section 148 of the Act for the business activities carried out by theCompany. Accordingly the provision of clause 3(vi) of the Order is not applicable to theCompany.

vii. (a) In our opinion and according to the information and explanations given to usthe Company has generally been regular in depositing undisputed statutory dues relating toamounts deducted/ accrued in the books of account including Goods and Services Taxprovident fund employees' state insurance income tax sales-tax service tax duty ofcustoms duty of excise value added tax cess and any other material statutory duesapplicable to it with the appropriate authorities during the year.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax Goods andServices Tax duty of customs cess and any other material statutory dues were in arrearsas at 31 March 2022 for a period of more than six months from the date they becamepayable.

(b) There are no statutory dues referred to in subclause (a) above which have not beendeposited as on 31 March 2022 on account of disputes.

viii. In our opinion and according to the information and explanations given to us andon the basis of our examination of the records of the Company we confirm that we have notcome across any transactions not recorded in the books of account which have beensurrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act 1961 (43 of 1961). Also there are no previously unrecorded income which has beennow recorded in the books of account. Hence the provision stated in paragraph 3(viii) ofthe Order is not applicable to the Company.

ix. (a) In our opinion and according to the information and explanations given to usthe Company has not taken any loans or other borrowings from any lender. Hence reportingunder clause 3(ix)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and on the basis of ouraudit procedures we report that the company has not been declared wilful defaulter by anybank or financial institution or government or any government authority.

(c) In our opinion and according to the information and explanations provided to usand based on the audit procedures performed by us the Company has not taken any term loanduring the year and there are no outstanding term loans at the beginning of the year andhence reporting under clause 3(ix)(c) of the Order is not applicable.

(d) In our opinion and according to the information and explanations provided to usand based on the audit procedures performed by us the Company has not raised any funds onshort- term basis and hence reporting under clause 3(ix)(d) is not applicable.

(e) In our opinion and according to the information and explanations provided to usand based on the audit procedures performed by us we report that the Company has nottaken any funds from any entity or person on account of or to meet the obligations of itssubsidiaries.

(f) In our opinion and according to the information and explanations provided to usand based on the audit procedures performed by us we report that the Company has notraised any loans during the year and hence reporting on clause 3(ix)(f) of the Order isnot applicable.

x. (a) In our opinion according to the information and explanations given to us andbased on the audit procedures performed by us the Company has not raised money by way ofinitial public offer or further public offer (including debt instruments) during the yearand hence reporting under clause 3(x)(a) of the Order is not applicable.

(b) In our opinion according to the information and explanations given to us andbased on the audit procedures performed by us the Company has not made any preferentialallotment or private placement of shares or convertible debentures (fully or partly oroptionally) during the year and hence reporting under clause 3(x)(b) of the Order is notapplicable.

xi. (a) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us no material fraud by theCompany or on the Company has been noticed or reported during the course of our audit.

(b) In our opinion and according to the information and explanations given to us noreport under subsection (12) of section 143 of the Act has been filed by the auditors inForm ADT -4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 withthe Central Government.

(c) According to the information and explanations given to us there were no whistleblower complaints received during the year by the Company.

xii. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable to the Company.

xiii. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Note No. 35 to the standalone financial statementsas required by the applicable accounting standards.

xiv. (a) In our opinion and based on our examination the Company has an internal auditsystem commensurate with the size and nature of its business.

(b) We have considered during the course of our audit the reports of the InternalAuditor(s) for the period under audit issued to the Company during the year till date indetermining the nature timing and extent of our audit procedures in accordance with theguidance provided in SA 610 "Using the work of Internal Auditors".

xv. According to the information and explanations given to us in our opinion duringthe year the Company has not entered into non-cash transactions with directors or personsconnected with its directors and hence provisions of section 192 of the Act are notapplicable to Company. Accordingly the provisions stated in paragraph 3(xv) of the Orderare not applicable to the Company.

xvi. (a) The Company is required to and has been registered under Section 45-IA of theReserve Bank of India Act 1934 as Non-Banking Financial Company as a Non- SystemicallyImportant Non-Deposit taking (NBFC-ND-SI) Company.

(b) In our opinion and according to the information and explanations given to us theCompany has obtained Certificate of Registration from RBI for conducting activitiesrelating to Non-banking financing activities and hence the Company has not conducted anyNon-Banking Financial or Housing Finance activities without obtaining a valid CoR from theReserve Bank of India as per the Reserve Bank of India Act 1934.

(c) According to the information and explanations given to us the Company is not aCore Investment Company ('CIC ') as defined under the Regulations by the Reserve Bank ofIndia. Accordingly the provisions stated in paragraph 3(xvi)(c) of the Order are notapplicable to the Company.

(d) As per information provided in course of our audit the Group to which the Companybelongs does not have a CIC.

xvii. According to the information explanation provided to us the Company has notincurred cash losses in the current financial year and in the immediately precedingfinancial year.

xviii. During the year MSKA & Associates Chartered Accountants the Statutoryauditors of the Company have resigned with effect from 05 August 2021 consequent toamended rules/regulations applicable to the Company. (i.e. vide RBI circular o.DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated 27 April 2021). According to the information andexplanations given to us there have been no issues objections or concerns raised by thesaid outgoing statutory auditors of the Company.

xix. According to the information and explanations given to us and on the basis of thefinancial ratios ageing and expected dates of realization of financial assets and paymentof financial liabilities along with details provided in Note 43B to the StandaloneFinancial statements which describe the maturity analysis of assets & liabilitiesother information accompanying the financial statements our knowledge of the Board ofDirectors and management plans and based on our examination of the evidence supporting theassumptions nothing has come to our attention which causes us to believe that anymaterial uncertainty exists as on the date of the audit report indicating that the Companyis not capable of meeting its liabilities existing at the date of balance sheet as andwhen they fall due within a period of one year from the balance sheet date. We howeverstate that this is not an assurance as to the future viability of the Company. We furtherstate that our reporting is based on the facts up to the date of the audit report and weneither give any guarantee nor any assurance that all liabilities falling due within aperiod of one year from the balance sheet date will get discharged by the Company as andwhen they fall due.

xx. According to the information and explanations given to us the Company does notattract the requirement of Corporate Social Responsibility (CSR) under Section 135 of theCompany's Act 2013 and hence reporting under clause xx (a) and (b) of the Order is notapplicable.

xxi. The reporting under paragraph 3(xxi) of the Order is not applicable in respect ofaudit of standalone financial statements. Accordingly no comment in respect of paragraph3(xxi) has been included in the report.

For Pijush Gupta & Co
Chartered Accountants
ICAI Firm Registration Number: 309015E
Gurugram Sangeeta Gupta
14 May 2022 Partner
Membership Number: 064225
UDIN: 22064225AIYU RX6895

Annexure B to the Independent Auditor's Report of even date on the Standalone FinancialStatements of Niyogin Fintech Limited for the year ended 31 March 2022

[Referred to in paragraph 2(f) under 'Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report]

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION143 OF THE COMPANIES ACT 2013 ("THE ACT")

OPINION

We have audited the internal financial controls with reference to standalone financialstatements of Niyogin Fintech Limited ("the Company") as of 31 March 2022 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequate internal financialcontrols with reference to standalone financial statements and such internal financialcontrols with reference to standalone financial statements were operating effectively asat 31 March 2022 based on the internal control with reference to standalone financialstatements criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (" theGuidance Note").

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's Management is responsible for establishing and maintaining internalfinancial controls based on the internal control with reference to standalone financialstatements criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (ICAI) (the"Guidance Note"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note and the Standards on Auditingissued by ICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether internal financial controls with reference tostandalone financial statements was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the internalfinancial controls with reference to standalone financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to standalonefinancial statements included obtaining an understanding of internal financial controlswith reference to standalone financial statements assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatement of thestandalone financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls withreference to Standalone Financial Statements.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONE FINANCIALSTATEMENTS

A Company's internal financial control with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of standalone financial statements for externalpurposes in accordance with generally accepted accounting principles. A Company's internalfinancial control with reference to standalone financial statements includes thosepolicies and procedures that (1) pertain to the maintenance of records that in reasonabledetail accurately and fairly reflect the transactions and dispositions of the assets ofthe company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of standalone financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorizations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the Standalone Financial Statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO STANDALONEFINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone financial statements to future periods are subjectto the risk that the internal financial control with reference to standalone financialstatements may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

For Pijush Gupta & Co
Chartered Accountants
ICAI Firm Registration Number: 309015E
Gurugram Sangeeta Gupta
14 May 2022 Partner
Membership Number: 064225
UDIN: 22064225AIYU RX6895

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