Niyogin Fintech Ltd

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

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

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

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

2,612.03 lakhs.

On a standalone basis, the revenue for FY 2024 was

4,173.48 lakhs. The Company posted loss of 755.42 lakhs as against 636.84 lakhs in the previous year.

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

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

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

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

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.

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

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

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

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

• Iserveu Technology Private Limited (Iserveu)

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

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

• Investdirect Capital Services Private Limited (Invest direct)

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

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

• Monemap Investment Advisors Private Limited (Moneymap)

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

The revenue for FY 2024 was 13.19 lakhs. Moneymap posted a loss of 0.73 lakhs for the year ended March 31, 2024 as against 7.91 lakhs in the previous year.

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

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

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

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

During the year under review, the Company increased the Authorised Share Capital from the existing

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

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

Presently, the stock options granted to the employees operate under NFL-Employee Stock Option Plan 2018 ('Plan 2018'), Niyogin Employees Stock Option Plan 2019 ('Plan 2019') and Niyogin Employees Stock Option Plan 2020 ('Plan 2020'). Pursuant to the Plan 2018, during the FY 2024, the Board issued and allotted 1,44,590 (One Lakh Forty-Four Thousand Five Hundred and Ninety) equity shares to the eligible employees.

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

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

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

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

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

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

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

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

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

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

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

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

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.

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

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

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

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

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

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

The charter of the policy inter-alia includes:

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

- To lay down criteria for such appointments.

- Recommend to the Board their appointment and renewal.

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

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at https://docs. niyogin.com/wp-content/uploads/2022/04/draft_ annual-_return_2023_24.pdf.

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:

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

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

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

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

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

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

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

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

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

a. Conservation of Energy: The operations of the Company are not energy intensive. b. Technology Absorption: The details pertaining to technology absorption have been explained in the Management Discussion and Analysis. c. Foreign Exchange Earning: Nil d. Foreign Exchange Outgo: 8.25 lakhs

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.niyogin. com/wp-content/uploads/2022/01/niyogin_board_ familiarisation_programme-1.pdf.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that: (a) In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures;

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

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

(d) They have prepared the annual accounts on a going concern basis;

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

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

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

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

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

The stock options granted to the employees operate under various schemes. There is no material change and the schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) and the Act. The certificate from secretarial auditor M/s. Mitesh J. Shah & Associates, Company Secretaries confirming implementation of the schemes in accordance with the SEBI SBEB Regulations is annexed elsewhere in the Annual Report. The Company has not issued any sweat equity shares or equity shares with differential voting rights during the FY 2024.

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

The details of the schemes including the terms of reference and the requirement specified under regulation 14 of SEBI SBEB Regulations are available on the Company's website at https://docs.niyogin. com/wp-content/uploads/2022/01/reg_14_of-sebi_ sbeb_esop_disclosure_fy23_24.pdf.

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

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

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

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

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

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

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

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

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

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

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

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

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.

Annexure to the Director's Report

(Pursuant to Rule 12 of Companies (Share Capital and Debentures) Rules, 2014)

Form No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Neelkanth Corporate IT Park, 311/312, 3^rd Floor, Kirol Road, Vidyavihar (w), Mumbai-400086.

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Niyogin Fintech Limited CIN: L65910TN1988PLC131102, having its registered office at MIG 944, Ground Floor, TNHB Colony, 1^st Main Road Velachery, Chennai-600042, Tamil Nadu, India and its Corporate Office at Neelkanth Corporate IT Park, 311/312, 3^rd Floor, Kirol Road, Vidyavihar (w), Mumbai-400086, Maharashtra, India (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2024 according to the provisions of: i. The Companies Act, 2013 ("the Act") and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ("SEBI Act"):-a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; d. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; e. The Securities and Exchange Board of India (Depository and Participants) Regulations 2018; f. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; g. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (There were no events requiring compliance during the audit period) h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (There were no events requiring compliance during the audit period) i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (There were no events requiring compliance during the audit period) j. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

vi. The Management has identified and confirmed the following laws as specifically applicable to the Company:

1. The Reserve Bank of India Act, 1934.

2. Chapter V of the Finance Act, 1994.

3. The Employees Provident Fund and Miscellaneous Provisions Act, 1952.

4. The Payment of Gratuity Act, 1972.

5. The Payment of Bonus Act, 1965.

6. The Employee State Insurance Act, 1948.

7. The Income Tax Act, 1961.

8. The Indian Stamp Act, 1899.

9. The State Stamp Acts.

10. Negotiable Instruments Act, 1881.

11. Shops and Establishment Act, 1953 and the rules, notifications issued thereunder.

I have also examined compliance with the applicable clauses of the following: i. Secretarial Standards with regard to Meeting of the Board of Directors (SS-1), General Meeting (SS-2), Secretarial Standard on Dividend (SS-3) and Secretarial Standard on Report of the Board of Directors (SS-4) issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with Stock Exchange(s) read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

? The Board of Directors of the Company was duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

? Adequate notice was given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting for meaningful participation in the meeting.

? The decisions of the Board Meetings were carried out with requisite majority.

? As informed, the Company has responded appropriately to notices received from various statutory/regulatory authorities including actions for corrective measures, wherever found necessary.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report during the audit period, the Company had following specific events/actions having a major bearing on the Company's affairs: i. Allotment of Equity Shares under NFL – Employee Stock Option Plan – 2018 ("ESOP Scheme"):

The Company at its meeting as mentioned below approved the following allotments under the ESOP Scheme:

The Board of Directors vide circular resolution dated August 23, 2024 have approved the allotment of 1,75,36,011 warrants, each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value of 10/- each ("Warrants") at a price of 45.62/- each including premium of 35.62/- each on preferential basis.

The Company at its extra ordinary general meeting held on August 02, 2023 has approved the increase of Authorised share capital of the Company from the existing 1,13,05,00,000 divided into 10,40,50,000 Equity Shares of 10/- each aggregating to

1,04,05,00,000/- and 90,00,000 Preference Shares of 10/- each aggregating to 9,00,00,000/- to

1,35,58,60,000/- divided into to 12,65,86,000 Equity Shares of 10/- each aggregating to 1,26,58,60,000/- and 90,00,000 Preference Shares of 10/- each aggregating to 9,00,00,000/-. iv. Reporting of violation of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 by Designated Persons to Stock Exchange:

In few instances the Designated Persons under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 have violated the Code of Conduct against which the Compliance Officer of the Company has taken necessary action and informed the SEBI about the said violation as required under Schedule B Clause 13 of the said regulations.

My report of even dated is to be read along with this letter:

Management's Responsibility Statement i. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

Auditor's Responsibility Statement ii. I have followed the audit practices and processes as were appropriate to obtain responsible assurance about the correctness of the contents of secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices that I follow provide a responsible basis for my opinion.

iii. I have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

iv. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer v. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to verification of procedures on test basis.

vi. The secretarial audit report is neither an assurance as to the future viability of the Company nor the e_cacy or effectiveness with which the management has conducted the affairs of the Company.

vii. Due to the inherent limitations of an audit including internal, financial, and operating controls, there is an unavoidable risk that some misstatements or material non-compliances may not be detected, even though the audit is properly planned and performed in accordance with audit practices.

Form No. MR-3

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To

The Members,

Iserveu Technology Private Limited

Plot No. E-12, SRB Tower, 11^th Floor Infocity Area, Chandaka, I E Bhubaneswar, Khordha-751024.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Iserveu Technology Private Limited (hereinafter called ‘the Company') for the financial year ended 31^st March, 2024. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conduct/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2024, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Iserveu Technology Private Limited for the financial year ended on 31^st March, 2024, according to the provisions of: (i) The Companies Act, 2013 (the Act), and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the Rules made there under; (Not applicable during the Audit Period)

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas

Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(‘SEBI Act'): a. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (Not applicable during the Audit Period)

b. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (Not applicable during the Audit Period)

c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (Not applicable during the Audit Period)

d. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable during the Audit Period)

e. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable during the Audit Period)

f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable during the Audit Period)

g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993; (Not applicable during the Audit Period)

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable during the Audit Period)

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(vi) Apart from the other statutory laws applicable to the day to day business of the Company, following industry specific laws which are also applicable to the Company:

1. The Information Technology Act, 2000.

We have also examined compliance with the applicable clauses of Secretarial Standards (SS-1 & SS-2) issued by The Institute of Company Secretaries of India (ICSI).

During the period under review, as per the explanations and clarifications given to us, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors and Non-Executive Directors. There were no changes in the composition of the Board of Directors during the period under review.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that:

During the period under review, the company has no specific events or actions which have a major bearing on the Company's Affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.