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

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:

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.)

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