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Niyogin Fintech Ltd.

BSE: 538772 Sector: Financials
NSE: N.A. ISIN Code: INE480D01010
BSE 09:55 | 27 Jan 34.95 0.65
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NSE 05:30 | 01 Jan Niyogin Fintech Ltd
OPEN 35.95
PREVIOUS CLOSE 34.30
VOLUME 2646
52-Week high 84.00
52-Week low 30.00
P/E
Mkt Cap.(Rs cr) 330
Buy Price 34.20
Buy Qty 400.00
Sell Price 34.90
Sell Qty 50.00
OPEN 35.95
CLOSE 34.30
VOLUME 2646
52-Week high 84.00
52-Week low 30.00
P/E
Mkt Cap.(Rs cr) 330
Buy Price 34.20
Buy Qty 400.00
Sell Price 34.90
Sell Qty 50.00

Niyogin Fintech Ltd. (NIYOGINFINTECH) - Director Report

Company director report

DIRECTORS' REPORT

DEAR MEMBERS

Your Directors present the 34th Annual Report along with the auditedstandalone and consolidated financial statements of the Company for the year ended March31 2022.

1. FINANCIAL PERFORMANCE:

The highlights of the standalone and consolidated financial results are as under:

(Amounts in Rs. lakhs)

Particulars

Standalone

Consolidated

2021-22 2020-21 2021-22 2020-21
Total Income 2439.18 2599.83 10707.91 5063.27
Total Expenditure 2859.36 3243.68 11480.63 5788.43
Profit/(Loss) before Tax (413.97) (631.38) (772.72) (725.17)
Less: Provision for taxation
Current Tax - - 46.67 56.50
Deferred Tax Asset - - (59.34) (39.60)
Net Profit/(Loss) after Tax (413.97) (631.38) (760.05) (742.07)
Transfer to Reserve under Section 45IC of the RBI Act 1934
Balance brought forward from previous period (4513.45) (3882.09) (4622.96) (3943.33)
Balance carried to Balance Sheet (4927.42) (4513.45) (5207.33) (4622.96)
Earning Per Share
- Basic (0.44) (0.73) (0.63) (0.79)
- Diluted (0.44) (0.73) (0.63) (0.79)

2. PRESENTATION OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:

The financial statements of the Company for FY 2022 on a standalone and consolidatedbasis have been prepared in compliance with the Companies Act 2013 (the 'Act')applicable Accounting Standards and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and amendments thereto (the 'SEBI Listing Regulations')and are disclosed in accordance with Schedule III of the Act. The consolidated financialstatements incorporate the audited financial statements of the subsidiaries of theCompany.

3. FINANCIAL AND COMPANY'S PERFORMANCE:

Your Company is in the business of providing unsecured working capital credit to MSMEsacross India by applying state of the art fintech solutions that streamlines clientonboarding underwriting documentation loan disbursals and repayment. It is a registeredas a Non-Banking Financial Company - Non-Systemically Important NonDeposit taking Companyunder Master Direction - Non-

Banking Financial Company - Non-Systemically Important Non-Deposit taking Company(Reserve Bank) Directions 2016 and is listed on the Bombay Stock Exchange Limited ('BSELimited').

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

On a consolidated basis the revenue for FY 2022 was 7 10707.91 lakhs. The loss for theyear was 7 760.05 lakhs.

On a standalone basis during the year under review the revenue of the Company stoodat 7 2439.18 lakhs. The Company posted loss of 7 413.97 lakhs as against 7 631.38 lakhs inthe previous year.

4. DIVIDEND:

In view of the loss incurred by the Company during the year under review yourDirectors do not recommend any dividend for the financial year ended March 31 2022.

5. DIVIDEND DISTRIBUTION POLICY:

The Board of Directors of the Company at its meeting held on May 19 2021 adopted aDividend Distribution Policy for the Company which sets out the parameters andcircumstances that will be taken into account by the Board in determining the distributionof dividend to its shareholders. The Dividend Distribution Policy is placed on theCompany's website at https://docs.niyogin.com/wp-content/uploads/2022/01/dividend-distribution- policy.pdf.

6. DEBT EQUITY RATIO:

Your Company's Debt : Equity ratio as on March 31 2022 stands NIL.

7. NET OWNED FUNDS:

The Net Owned Funds of your Company as on March 31 2022 stood at 7 17287.90 lakhs.

8. CREDIT RATING:

Since your Company is a Non-Deposit Accepting NonSystematically Important Non -BankingFinancial Company ("NBFC") it does not have any deposits and thus does notrequire to obtain ratings for the same.

9. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments which affect the financialposition of the Company that have occurred between the end of the financial year to whichthe financial statements relate and the date of this report except as mentioned under theScheme of Amalgamation in this report.

10. SUBSIDIARIES

The Company has 3 subsidiaries as on March 31 2022. There are no associate or jointventure companies within the meaning of Section 2(6) of the Act. There has been nomaterial change in the nature of the business of the subsidiaries.

Iserveu Technology Private Limited (Iserveu)

A subsidiary in which the Company owns 51.00%. The Company is into Domestic MoneyTransfer Aadhar Enabled Payment System Micro ATM facilitation Bharat Bill PaymentSystem (BBPS) facilitation Business Correspondence Arrangement facilitating MicroLending/other loans Merchant payment solutions through payment aggregation (including butnot limited to UPI card-based payments) and otherwise Cash deposit and withdrawalfacilitation Credit Disbursements as a disbursement partner. Iserveu is having itsregistered office in Odisha Bhubaneswar.

Investdirect Capital Services Private Limited (Investdirect)

During the year under review there was an increase in the shareholding from 50.01% to60.76% of the Company in Investdirect on account of conversion of Compulsorily ConvertiblePreference shares into Equity shares. Investdirect is an automated direct plan platformprovider assisting clients in investing in mutual funds as well as other equity and fixedincome instruments. It enables users to consolidate their fund holdings from traditionalchannels to direct channel with the aim of upselling higher value products along withbuilding advisory capability. Investdirect is having its registered office in MumbaiMaharashtra.

Monemap Investment Advisors Private Limited (Moneymap)

A step subsidiary i.e. Moneymap is 100% owned by Investdirect. Moneymap is anInvestment Advisor and holds a valid license issued by SEBI. Moneymap is having itsregistered office in Mumbai Maharashtra.

Detailed information on the performance and financial position of each subsidiary ofthe Company is covered in the 'Management Discussion and Analysis' and the statementcontaining the salient features of Company's subsidiaries and associate companies underthe first proviso of section 129(3) forms the part of the Annual Report.

As decided by the Board of Directors the copies of the Financial Statements of thesubsidiary companies have not been attached to the Annual Accounts of the Company. Thesedocuments will however be made available upon request by any member of the Company andalso shall be available for inspection at the registered office of the Company duringbusiness hours on working days of the Company up to the date of the ensuing Annual GeneralMeeting. Further the financial statements of the subsidiary companies are available onthe website of the Company

i.e. www.niyogin.com.

The policy for determining material subsidiaries is disclosed on the Company's websiteand the weblink for the same is https://docs.niyogin.com/wp-content/uploads/2022/01/material-subsidiary-policy.pdf

In terms of the aforesaid policy Iserveu is a material subsidiary of the Company.

11. REDEEMABLE PREFERENCE SHARES:

During the year the Company had subscribed to 33444 - 0.1% redeemable non-cumulativepreference shares ("RPS") of 710 each of Iserveu on a premium of 7 14940/-(Rupees Fourteen Thousand Nine Hundred and Forty only) per redeemable non-cumulativepreference share for a term of 15 years aggregating to total consideration of 7 4999.87lacs on a preferential basis pursuant to the Redeemable Preference Shares SubscriptionAgreement dated March 17 2022 ("Agreement"). The RPS were allotted to theCompany on March 28 2022. The RPS shall not carry any voting rights except as providedunder applicable law. Redemption shall be at such value as may be agreed between theparties which shall not be less than the cost of acquisition of RPS subject to applicablelaw. In the event of liquidation the amount available for distribution shall be appliedin priority to all equity shares and all other securities in the capital of the Company asper the terms mentioned in the Agreement.

12. SCHEME OF AMALGAMATION:

The Board of the Directors of your Company at their meeting held on December 16 2019approved Scheme of amalgamation under Sections 230-232 of the Act and the rules andregulations made thereunder of Information Interface India Private Limited ("IIIPL")with Niyogin Fintech Limited ("NFL") and their respective shareholdersand creditors ("Scheme"). The Scheme as aforesaid has received approvalfrom the stock exchange and Reserve Bank of India on July 09 2020 and July 23 2020respectively. Approval of the Equity shareholders and Unsecured creditors pursuant to theOrder of Chennai Bench of National Company Law Tribunal dated December 01 2021 has beenreceived vide Special Resolution dated February 15 2022. Subsequently the Company filedthe Petition on February 25 2022 vide Petition Number CP (CAA)/46&47(CHE)/2022. TheNational Company Law Tribunal Chennai Bench ("Hon'ble NCLT") h asapproved the order and the certified copy of the order was received by the Company on July21 2022 ("Order"). However the Company is seeking certainclarifications in Clause 11 (vi) in the said Order received from Hon'ble NCLT and theCompany has separately approached the Hon'ble NCLT for the same. The Company is awaitingfor further instructions from the Hon'ble NCLT before proceeding with any filings.

13. SHARE CAPITAL:

Pursuant to the NFL- Employee Stock Option Plan 2018 ('ESOP Scheme') during the FY2022 the Board issued and allotted 710004 (Seven Lakhs Ten Thousand and Four) to theeligible employees under the ESOP Scheme (for information pertaining to ESOPs pleaserefer Annexure to the Directors' Report).

Subsequent to the aforesaid allotments the issued and paid-up equity share capital ofthe Company as on March 31 2022 stands at T 942114700 /- (Rupees Ninety-Four CroresTwenty-One Lakhs Fourteen Thousand Seven Hundred Only) divided into 94211470 (NineCrores Forty- Two Lakhs Eleven Thousand Four Hundred and Seventy) equity shares of T 10/-(Rupees Ten Only) each.

14. DEPOSITORY SYSTEM:

The Company's equity shares are compulsorily tradable in electronic form. As on March31 2022 99.94% of the Company's total paid-up capital representing 94156270 equityshares were in dematerialized form. In view of the benefits offered by the depositorysystem members holding shares in physical mode are advised to avail the demat facility.

15. PARTICULARS OF LOANS GUARANTEES & INVESTMENTS:

Details of loans guarantee and investments if any covered under the provisions ofsection 186 of the Act are provided in the notes to financial statements.

16. RELATED PARTY TRANSACTIONS:

All contracts/ arrangement/ transactions entered by the Company during FY 2022 withrelated parties were in compliance with the applicable provisions of the Act and SEBIListing Regulations. Prior omnibus approval of the Audit Committee is obtained for allrelated party transactions which are foreseen and of repetitive nature. A statement givingdetails of all related party transactions were placed before the Audit Committee and theBoard of Directors for their approval / noting on a quarterly basis. Appropriate approvalsof the members were taken as applicable pursuant to the SEBI Listing Regulations.

The particulars of contracts or arrangements with related parties as prescribed in FormNo. AOC-2 is annexed to this report. Details of related party transactions are given inthe notes to the financial statements.

The policy on materiality of related party transactions and on dealing with relatedparty transactions as approved by the Board is uploaded on the Company's website www.niyogin.com.

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

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

18. DIRECTORS & KEY MANAGERIAL PERSONNEL:

(a) Directors:

As on March 31 2022 the Company's Board consists of the following Directors:

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

(ii) Mr. Kapil Kapoor - Independent Director

(DIN: 00178966)

(iii) Ms. Subhasri Sriram - Independent Director (DIN: 01998599)

(iv) Mr. Eric Wetlaufer - Independent Director

(DIN: 08347413)

(v) Mr. Gaurav Makarand Patankar - Non-Executive Non Independent Director (DIN:02640421)

(vi) *Mr. Tashwinder Singh - Managing Director designated as Chief Executive Officer(DIN: 06572282)

(vii) *Dr. Ashby Monk - Independent Director

(DIN: 09441825)

*The Board of Directors at its meeting held on February 02 2022 upon therecommendation of the Nomination and Remuneration Committee had appointed Mr. TashwinderSingh as the Managing Director (Additional) designated as CEO and Dr. Ashby Monk as anAdditional Independent

Director. Further in terms of Regulation 17(1 C) of SEBI Listing Regulations themembers of Company approved the appointment of Mr. Tashwinder Singh as Managing Directordesignated as CEO and Dr. Ashby Monk as an Independent Director by passing specialresolution dated March 05 2022 through Postal Ballot. In the opinion of the Board Dr.Ashby Monk is a person of integrity and possesses the expertise and experience required tobe appointed as an Independent Director of the Company.

Mr. Noorallah Charania tendered his resignation from the office of Whole-Time Directorof the Company with effect from February 03 2022. The Board places on record itsappreciation for the services rendered by Mr. Charania as Director of the Company.

During the year under review Mr. Makarand Patankar (DIN:01584128) Whole-Time Directorand Ms. Sutapa Banerjee (DIN: 02844650) Independent Director ceased to be Directors ofthe Company with effect from December 04 2021 on account of completion of their term of 5years.

In accordance with Section 152 and other applicable provisions of Act Mr. Amit Rajpal(DIN: 07557866) NonExecutive Non-Independent Director retires by rotation and beingeligible offers himself for re-appointment at the ensuing Annual General Meeting. TheBoard commends his re-appointment.

The necessary resolution for re-appointment of the Directors and the brief profile ofMr. Amit Rajpal has been included in the notice convening the ensuing AGM.

Proficiency of Independent Directors:

All the Independent Directors of the Company have registered their names in thedatabase maintained by the Indian Institute of Corporate Affairs Manesar. ThoseIndependent Directors who are not otherwise exempted shall appear for the commonproficiency test conducted by the said institute within the prescribed time.

(b) Key Managerial Personnel:

As on March 31 2022 the following persons are acting as the Key Managerial Personnel(KMP) of the Company pursuant to Section 2(51) and 203 of the Act:

(i) Mr. Tashwinder Singh - Managing Director designated as Chief Executive Officer(w.e.f. February 02 2022)

(ii) Mr. Raghvendra Somani - Chief Financial Officer - Interim (w.e.f. March 15 2022)

(iii) Ms. Neha Agarwal - Company Secretary & Compliance Officer

19. BOARD & COMMITTEE MEETINGS:

During the year under review six (6) Board Meetings and six (6) Audit CommitteeMeetings were convened and held. The intervening gap between the meetings was within theperiod prescribed under the Act.

The details on the number of board/ committee meetings held are provided in the Reporton Corporate Governance.

20. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Act and SEBI Listing Regulations the Board hascarried out an annual performance evaluation of its own Board its Committees and theindividual members of the Board (including the Chairperson). A structured questionnairewas prepared after taking into consideration inputs received from the directors coveringthe aspects of the Board's functioning. The overall performance of the Board andCommittees of the Board was found satisfactory.

Further the overall performance of Chairman Executive Directors and the Non-ExecutiveDirectors of the Company was also found satisfactory. The review of performance was basedon the criteria of performance knowledge analysis quality of decision making etc.

In addition to the above parameters the Board also evaluated fulfilment of theindependence criteria as specified in SEBI Listing Regulations by the IndependentDirectors of the Company and their independence from the management. The evaluationbrought out the cohesiveness of the Board a Boardroom culture of trust and cooperationand Boardroom discussions which are open transparent and encourage diverse viewpoints.

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

21. DISCLOSURES BY DIRECTORS:

Based on the declarations and confirmations received in terms of provisions of the Actcircular(s) / notification(s) / direction(s) issued by the RBI and other applicable lawsnone of the Directors on the Board of your Company are disqualified from appointment asDirectors.

Declaration of independent directors

The independent directors have submitted their declaration of independence as requiredunder section 149(7) of the Act stating that they meet the criteria of independence asprovided in section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations. Theindependent directors have also confirmed compliance with the provisions of rule 6 ofCompanies (Appointment and Qualifications of Directors) Rules 2014 as amended relatingto inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independentdirectors regarding the meeting the prescribed criteria of independence after undertakingdue assessment of the veracity of the same as required under Regulation 25 of SEBI ListingRegulations.

There has been no change in the circumstances affecting their status as IndependentDirectors of the Company. In the opinion of the Board the Independent Directors possessthe requisite integrity experience expertise and proficiency required under allapplicable laws and the policies of the Company.

22. 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 theIndependent Directors on various matters inter-alia covering the Company's strategybusiness model operations markets organization structure product offerings financerisk management framework quarterly and annual financial results human resourcestechnology quality role rights responsibilities of the Independent Directors and suchother areas as may arise from time to time where Directors get an opportunity to interactwith the Company's management (Familiarization Programme).

The details of familiarisation programmes for the directors are disclosed on theCompany's website and the weblink for the same is https://www.niyogin.com/investors

23. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination & Remuneration policy. This policy inter alia provides:

(a) The criteria for determining qualifications positive attributes and independenceof Directors; and

(b) Policy on remuneration of directors key managerial personnel and other employees.

The Policy is directed towards a compensation philosophy and structure that will rewardand retain talent. The Nomination & Remuneration Policy is stated in the CorporateGovernance Report and is also available on the Company's website at https://docs.niyogin.com/wp-content/uploads/2022/01/nomination-remuneration- policy.pdf

24. DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(3)(c) of the Act and based on theinformation provided by the management the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended March 312022 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of your Company as at March 31 2022 and of the profit/loss of the Company for the financial year ended March 31 2022;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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 theCompany and that such internal financial controls are adequate and were operatingeffectively; and

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

25. STATUTORY AUDITORS:

As per Section 139 of the Act read with the Companies (Audit and Auditors) Rules 2014the members of the Company in its 33rd Annual General Meeting held on September17 2021 approved the appointment of M/s Pijush Gupta & Co. Chartered Accountants(ICAI Firm Registration No. 309015E) as the Statutory Auditors of the Company for aninitial term of 5 years i.e. from the conclusion of 33rd Annual General Meetingtill the conclusion of the 38th Annual General Meeting of the Company. TheStatutory Auditors have confirmed that they are not disqualified from continuing asauditors of the Company. The statutory audit report for the FY2022 is unmodified doesnot contain any qualification reservation or adverse remark or disclaimer by thestatutory auditor and forms part of the Annual Report. During the year under review theAuditors had not reported any matter under Section 143(12) of the Act therefore no detailis required to be disclosed under Section 134(3)(ca) of the Act.

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

26. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s Mitesh J.Shah & Associates Company Secretaries to undertake the Secretarial Audit of theCompany for the financial year ended March 31 2022 and Iserveu (material subsidiary) hadappointed M/s Saraf & Associates Practising Company Secretaries as its secretarialauditor. The secretarial audit reports form a part of the Annual Report. Further pursuantto amendments under SEBI Listing Regulations and SEBI circular dated February 08 2019 areport on secretarial compliance as required under Regulation 24A was submitted to thestock exchanges as obtained from M/s Mitesh J. Shah & Associates Company Secretariesfor FY2022. These reports do not contain any qualification reservation or adverse remarkor disclaimer.

27. REQUIREMENT FOR MAINTENANCE OF COST RECORDS

The cost records as specified by the Central Government under Section 148(1) of theAct are not required to be maintained by the Company.

28. PARTICULARS OF DEPOSITS:

Your Company being a 'Non-Banking Financial Company - Non-Systemically ImportantNon-Deposit taking Company' has not accepted deposits during the year under review andshall 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.

29. INTERNAL FINANCIAL CONTROL SYSTEM:

According to Section 134(5)(e) of the Act the term Internal Financial Control (IFC)means the policies and procedures adopted by the company for ensuring the orderly andefficient conduct of its business including adherence to company's policies safeguardingof its assets prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation.

The Company has a proper and adequate internal financial control system which ensuresthat all assets are safeguarded and protected and that the transactions are authorisedrecorded and reported correctly. The Company's internal financial control system alsocomprises of compliances with the Company's policies and Standard Operating Procedures(SOPs) which is further reviewed by M/s CNK & Associates LLP Internal Auditors ofthe Company. The Internal Auditors independently evaluate the adequacy of internalcontrols.

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

The Company has documented its internal financial controls considering the essentialcomponents of various critical processes both physical and operational. This includes itsdesign implementation and maintenance along with periodic internal review of operationaleffectiveness and sustenance and whether these are commensurate with the nature of itsbusiness and the size and complexity of its operations.

This ensures orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention of errors accuracy andcompleteness of the accounting records the timely preparation of reliable financialinformation and prevention and detection of frauds and errors. Internal financial controlswith reference to the financial statements were adequate and operating effectively.

31. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OF THEACT:

During the year under review no instances of fraud committed against the Company byits officers or employees were reported by the Statutory Auditors and Secretarial Auditorsunder Section 143(12) of the Act to the Audit Committee or the Board of Directors of theCompany.

32. CORPORATE SOCIAL RESPONSIBILITY ('CSR'):

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

33. ANNUAL RETURN:

A copy of the annual return in the prescribed form MGT-7 as provided under section92(3) of the Act is placed on Company's website www.niyogin.com

34. PARTICULARS OF EMPLOYEES:

As on March 31 2022 there were 72 employees on the payroll of the Company. During theyear no employee employed throughout the year was in receipt of remuneration of T 1 croreand 2 lakhs or more per annum and no employee employed for part of the year was in receiptof remuneration of T 8.5 lakhs or more per month.

Details of top ten (10) employees in terms of the remuneration and employees in receiptof remuneration as prescribed under rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 containing details prescribed underRule 5(3) of the said rules which form part of the Directors' Report will be madeavailable to any member on request as per provisions of section 136(1) of the Act.

Details as required under section 197(12) of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 containinginter alia ratio of remuneration of directors and KMP to median remuneration ofemployees percentage increase in the median remuneration are annexed to this Report.

35. EMPLOYEE STOCK OPTION SCHEME:

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

The stock options granted to the employees operate under various schemes. There hasbeen no variation in the terms of the options granted under any of the schemes and all theschemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity)Regulations 2021 (SBEB Regulations) and the same has been certified by the SecretarialAuditors of the Company. The Company has not issued any sweat equity shares or equityshares with differential voting rights during the FY2022.

A statement giving complete details as at March 31 2022 pursuant to regulation 14 ofSBEB Regulations are provided in Annexure to this report.

36. STATUTORY DISCLOSURES:

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

• The directors' responsibility statement as required by section 134(5) of theAct appears in this report.

• There is no change in the nature of business of the Company during FY2022.

• A Cash Flow Statement for FY2022 is attached to the Balance Sheet.

• Pursuant to the legislation 'The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013' the Company has a Policy on Preventionof 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 theyear 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 off during the year: NIL

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

37. AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in theReport on Corporate Governance Report.

38. RISK MANAGEMENT:

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These areperiodically discussed at the meetings of the Company. The development and implementationof risk management policy has been covered in the Management Discussion and Analysis.

39. VIGIL MECHANISM:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Vigil Mechanism Policy whichis in compliance with the provisions of Section 177 (10) of the Act and regulation 22 ofthe SEBI Listing Regulations. The policy provides for a framework and process wherebyconcerns can be raised by its employees against any kind of discrimination harassmentvictimization or any other unfair practice being adopted against them.

40. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &OUTGO:

A. Conservation of Energy: NIL

B. Technology Absorption: NIL

C. Foreign Exchange Earning: NIL

D. Foreign Exchange Outgo: 7 5.25 Lakhs

41. SECRETARIAL STANDARDS OF ICSI:

The Company has complied with the requirements of the applicable Secretarial Standardsas notified from time to time.

42. BUSINESS RESPONSIBILITY REPORT:

Regulation 34(2) of SEBI Listing Regulations inter alia provides that the annualreport of the top 1000 listed entities based on market capitalization (calculated as onMarch 31 of every financial year) shall include a Business Responsibility Report (BRR). Ason March 31 2022 your company is not amongst top 1000 listed entities hence this is notapplicable.

43. ACKNOWLEDGEMENT:

The Board places its gratitude and appreciation for the support and co-operation fromits members and other regulators.

The Board also places on record its sincere appreciation for the commitment and hardwork put in by the management and the employees in these trying times.

For and on behalf of the Board of Directors
Niyogin Fintech Limited
Date: August 02 2022 Sd/-
Place: Mumbai Tashwinder Singh
MD & CEO
DIN:06572282

.