Nihar Info Global Ltd Directors Report.

To the Members,

The Directors submit 24th Annual Report of the Company along with the audited financial statements for the financial year (FY) ended March 31, 2018.

1. Financial Summary

The Companys financial performance, for the year ended March 31, 2018 is summarized below:

Rs. in Lakhs

Particulars Current Year ended 31st March 2018 Previous year ended 31st March 2017
Gross Revenue 499.05 155.12
Profit before interest, depreciation & taxes 33.17 29.05
Interest 0.00 0.00
Depreciation & Amortization 3.32 3.52
Profit /Loss After Tax 24.51 20.35

2. Performance of the Company

The Turnover and Profit of the Company for the current year is Rs.499.05 Lakhs and Rs.24.51 Lakhs as against corresponding figures of the previous year of Rs.155.12 Lakhs and Rs.20.35 Lakhs respectively. As compared to the previous Financial Year, the company had increased its Turnover from 1.5 Crores to Rs.4.99 Crores by 325% in the Financial Year 2017-18. The company is aiming for a target of Rs.20 Crores in the Current Financial Year.

3. Dividend

The Board of Directors of your Company has not recommended any dividend for the financial year 2017-18.

(1)Sales through Other Portals

The company is a seller on all the following leading portals of INDIA:

• Amazon.in: - The Company is planning to increase its sales in the future years. For that, the company is in process to increase the sales correspondence and best customer acquaintance through Amazon. The company has license from Amazon for three fulfillment centers (FBA) each in Hyderabad city and Haryana state respectively through which company has covered the north and south region of the country and now aiming to cover the rest of India.

• Flipkart.com: - For the fast and quality delivery of products company has license from Flipkart as "Flipkart Assured" products and has two warehouses in the city of Hyderabad. Now, the flipkart has been promoted the company status from Bronze to Silver based on the Improvement in the sales and Seller Performance. With this products of the company will have greater visibility and will improve the sales of the company.

• Paytm.com: - With a license of Paytm Fulfillment Center Companys sales figure are augmented and to keep it constant

company has maintained a storehouse in Hyderabad city for this e-commerce giant. It will benefit to the company to provide services at large scale.

• Snapdeal.com: - For this portal company has a specific distribution center in the Hyderabad city by which company has touched the hearts of so many consumers and it is still counting.

• Olx.in: - The Company has covered all-most all the big e-commerce giants of the country and olx is one of them, as olx has simple user interface and easy selling norms by which abundant sellers are registered, company is getting good response from the consumers.

• Quikr.com: - One of the fastest reaching portal to the sellers and buyers of the country, through which company has also maintained its footprints on this portal.

The categories under which the company has listed its products for sale on aforementioned portals are detailed below:

1. Large Appliances: - LED TVs, Washing Machine, Dishwasher, Refrigerator, Air Conditioner etc.

2. Small Appliances: - Vacuum Cleaners, Mixer Grinder, Wet Grinder, Geysers, Room Heaters etc.

3. Home & Kitchen Products: - Water Purifier, Air Purifier, Lunch Box, Iron Box, Thermo flask, Sippers, Cooktops, Fans, Toasters, Hand Blenders, Kettles etc.

4. Laptops & Desktops.

5. Computer Accessories: - Speakers, Headphones, Keyboards, Cables etc.

6. Mobiles & Tablets: - IPhone, iPad, 10+ inch tablet, Smartphones, Feature Phones etc.

7. Corporate Gifts: - Diaries, Calendars, Awards & Mementos, T-Shirts, Caps, Festival Gifts, Employee Gifts, Dealer Gifts, Pen Drives, Power banks, Electronic Gifts, Table Top items, Customized Gifts etc.

The Company is in constant process of increasing the number of products and categories. To sell quality of products, company has partnered / associated with many manufacturers and brands includes but not limited to: -

• Eureka Forbes Limited

• Godrej Industries Limited

• Reliance Retail Limited

• Microsoft Corporation

• IBM India Private Limited

• Eveready Industries India Ltd

• Portronics Digital Pvt. Ltd

• V I P Industries Limited

• Elgi Ultra Industries Limited

• MMTC - PAMP India Private Limited

• Zoook

• iBall (Best IT World India Private Limited)

• Wildcraft India Private Limited

• Redington (India) Limited

• Ingram Micro India Private Limited.

The company has registered with all the warehouses of the Portals located in and around the Hyderabad city and it has also initiated the process of setting up a branch office in the states of Haryana, Maharashtra and Karnataka and registering with the warehouses of Amazon and other leading portals. With this the company plans to increase the speed of delivery of products to all the locations in India as it is able to stock products in all the warehouses. Also by setting up offices in these states and maintaining stocks in these locations, the company expects to clock more sales and increase its operational efficiency and bring down the operational costs as it plans to source the products locally from these locations.

(2) B2B E-Commerce:

B2B marketing strategy is one of the fundamental ingredients for success in Business. Experts have predicted that Indias B2B industry will be worth Rs.45 lakh Crore by 2020. And according to SME finance Companies, this online industry is six time bigger than B2C in India.

With such a huge market, Nihar Info Global Ltd. is focusing on various aspects in the B2B eCommerce. Under the B2B eCommerce, the Company is providing various items which is required and demanded by the customers. Also, the Corporate Gifting Solutions to various Corporates. The Company has a product portfolio of more than 10,000 products for supplying in bulk.

(3) Exports:

The company is also a seller on all the following portals of Amazon in outside India:

• Amazon.com (USA)

• Amazon.co.uk (UK)

• Amazon.ca (Canada)

• Amazon.com.mx (Mexico)

(4) Nihar Market eCenter (one stop shop for E-commerce, E-Services and E-Movies):

The company has made technology platform ready for Nihar Market E-Center which is a one stop shop for E-commerce, E- Services and E-Movies and will be through franchise concept in India.

Nihar Market E-center- The Nihar Market eCenter, it will be through Franchisee initially in the Hyderabad, it will be expanded on PanIndia basis. The franchisee Centers of the Company will offer a wide range of Products and Services and will act as the Last Mile Offline Touch Points. The Company has appointed KPMG to provide Advisory Services for Reviewing the current Growth Strategy of eCommerce and eServices and Redesigning the Growth Strategy and operationalizing the same.

The company plans to have a pilot launch of the Nihar Market eCenters in Hyderabad and later expand to other locations in India. The company has signed agreements with various aggregators and Manufacturers. It will provide both eServices and eCommerce. The e-center will provide more than 100 Services and more than 1000 products in course of time.

Nihar Market eCenter is One stop Shop for eCommerce, eServices and eMovies. The company has following eCommerce Portals for dealing with different items.

1) ItDukkan.com

The company has this portal for dealing with Mobiles, Tablets and Laptops and Notebooks, Accessories, TV, Peripherals and softwares.

2) GoldnSilver.in

This portal is designed for dealing with Gold and Silver items which provides variety of items also required for day to day activities. It includes Coins, Ingots, in Bar Accessories like Ice Jug, Devotion like Idols and Puja items. Under Gift category, it provides Candle Stand, Flower Vase, in Kitchen and Dining items are Bowls, Tray and Platters and Office Accessories provides Book Mark Holder and Paper Cutter.

3) BanyanStore.com

It includes featured products like LED Lights, Furnitures. etc.

4) MakeAdeal.in

Makeadeal.in is an Online Product and Price Comparison Portal. The Portal has products ranging from all the categories.

The company has following eServices

1) Prepaid , Postpaid and Landline Payments

It provides various recharges for Prepaid and Postpaid customers for all company users. The company is providing this services through franchisee center.

2) DTH Recharges

The company is providing DTH Recharges of various companies. Also providing services like Bus Tickets Booking, Online money transfer, PAN Registration, RTI Apply, Train Tickets Booking, Hotel Booking, Flight Tickets Booking. These all services are useful for customers .

Details of Employees Stock Option Scheme:

The Board of Directors pleased to inform that the company has allotted shares under ESOP, which was approved the Scheme Nihar Employees Stock Option Plan 2015 in the Annual General Meeting of the 30th September, 2015. Accordingly, the Board of Directors of the company approved 30,00,000 Equity Shares under ESOP in that scheme.

From the above, the company passed the resolution in its Board Meeting dated 14th February, 2018 for allotment of 5,00,000 Equity shares having face value of Rs.10/- each per share to the eligible employees for the benefit for them. The company is giving following Details regarding the Employees Stock Option Scheme.

a) Options Granted 15,36,000
b) Options Vested 5,00,000
c) Options Exercised 5,00,000
d) Total Number of shares arising as a result of exercise of Options 25,00,000
e) Option Lapsed Nil
f) the Exercise price Rs.10/-
g) variation of terms of options NA
h) money realized by exercise of options 50,00,000
i) total number of options in force 10,36,000
j) employee wise details of options granted to:
i) KMP Nil
ii) any other employee who receives a grant of options in any one year of options amounting to five percent or more of options granted during the year. Nil
iii) identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. Nil

The explanation and comments of the above ESOP given by the Auditor in the Auditors Report and Notes forming part of Audit Report.

Declaration by directors regarding statutory payments:

As regards the comments by the Auditors Report regarding statutory dues , we wish to inform you that the company will clear the statutory dues at the earliest possible. The Company has paid Rs. 4,99,000 towards service tax during the period 2018-19.

Details of Associate Company

The Company has no subsidiary as on March 31, 2018. Nihar Stocks Limited is an associate company within the meaning of section 2(6) of the Companies Act, 2013 ("Act") and its Summarized performance and financial position is given below (Pursuant to first proviso to Sub-section (3) of Section 129 of the Companies act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014).

Financial period ended- 31st March 2018
Share Capital- Rs 15,25,000 equity share capital
Reserves & Surplus- Rs. (16,40,331)
Total Assets- Rs. 5,36,96,920
Total Liabilities Rs. 5,38,12,251
(excluding share capital & Reserves & Surplus) Non Current Investments Rs 43,097,337
Turnover Nil
Profit / Loss before taxation Rs. (4,12,648)
Profit / (Loss) after taxation Rs. (4,12,648)

Disclosure Pursuant to clause 5A of the Listing Agreement

As per Clause 5A of the Listing Agreement inserted as per SEBI notification no: SEBI/CFD/DIL/LA/1/2009/24/04 dated April 24, 2009, the details in respect of the shares, which were issued pursuant to the Composite Scheme of Amalgamation and Arrangement and lying in the suspense account till March 31, 2018 is as under.

Description Number of Shareholders Number of Equity Shares
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year 832 38358
Number of shareholders who approached issuer for transfer of shares from suspense account during the year 7 1120
Number of shareholders to whom shares were transferred from suspense account during the year 7 1120
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year 825 37238

The Voting rights on the shares outstanding in the suspense account as on March 31, 2018 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements these shares are transferred into one folio in the name of Unclaimed Suspense Account.

INTERNAL CONTROL SYSTEM & ITS ADEQUACY

The Board of Directors is satisfied with the adequacy of the internal control system in force in all its major areas of operations of the company. The company established and maintaining effective control system. The Board of Directors possessing a sound working knowledge of activities. The Company has an external Chartered accountant as internal auditor to evaluate and observe the system of internal control structure of a business organization and to determine whether the companys business policies and activities are followed or not. Also, to observe and review the internal controls, whether the work flows of organization being done through the approved policies of the company and similar matters. Internal Auditors present its report to the Audit Committee. The audit committee assists the board of directors in monitoring the integrity of the financial statements and the reservations, if any, expressed the companys auditors including, the financial, internal and secretarial auditors based on their inputs, the board is of the opinion that the companys internal controls are adequate and effective.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

• In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations and disclosures relating to material departures.

• The directors have selected such accounting policies and applied them consistently and made judgments and estimates

that are reasonable and prudent so as to give a true and fair view to the state of affairs of the Company as on 31st March, 2018 and of the profit of the Company for the period.

• The directors 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.

• The annual accounts have been prepared on a going concern basis.

• The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Directors and key managerial personnel

Pursuant to the provisions of section 149 of the Act, Mr. Jagadeeswara Rao Reddi, Mr. J. Sundara Sekhar and Mr. Ajit Kumar Nagarani were appointed as independent directors. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are- Mr. Boda Satyanaga Suryanarayana, Managing Director, Mr. Divyesh Nihar Boda, Whole Time Director, Ms. Nithisha Boda, Woman Director, Ms. Ravulakollu lavanya, Chief Financial Officer and Ms. Anuja Jadhav, Company Secretary.

Auditors

In accordance with the provision of section 139 of the Companies Act, 2013 and rules made thereunder , the board, on the recommendation of the Audit Committee, has appointed M/s Lakshmi & Associates, Chartered Accountant as the statutory auditors of the Company, for a term of 5 consecutive years upto the calendar year 2022.

Particulars of loans, guarantees or investments under section 186

During the year, the Company has not given any loans, not made any investments, nor provided any guarantees under section 186 of the companies Act, 2013.

Declaration by Independent Directors

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI(Listing Obligations and Discloser Requirements) Regulations, 2015.

Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Corporate Social Responsibility

The company is not required to constitute a Corporate Social Responsibility Committee, as it does not fall within the purview of Section 135(1) of the companies Act, 2013 and hence it is not required to formulate policy on corporate Social Responsibility.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Required Under the Companies (Accounts) Rules, 2014

The Particulars with respect to Conservation of energy, Technology observation and Foreign exchange earnings and outgo as per Section 134(3) (M) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given below:

• Conservation of Energy: The operations of the Company are not energy intensive and every effort has been made to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient computers and equipment with latest technologies.

• Research and Development: No amount was spent in Research and Development during the year 2017-18.

• Technology Absorption: Your Company is constantly upgrading its technological excellence with emerging technologies.

• Exports and outgo: The company had a foreign exchange earning of Rs 10,818,855/- in 2017-2018.

Declaration from Managing Director & CFO Certification

The Chairman and Managing Director and the Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) and part B OF Schedule II of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Chairman and Managing Director and the Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of Listing Regulations. The annual certificate given by the Chairman and Managing Director and the Chief Financial Officer is published in this Report.

Prevention of Insider Trading

The company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees in accordance with the SEBI (Prevention of Insider Trading) Regulations, 2015.

The code requires pre-clearance for dealing in the companys share and prohibits the purchase or sale of the Companys share by the directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for the implementation of the code. All Board of Directors and designated employees have confirmed compliance with the Code.

Acknowledgements

Your Directors would like to place on record deep appreciation to our Shareholders, Customers and Bankers. Finally, we appreciate and value the contributions made by all our employees.

For and on behalf of the Board of Directors

Place: Secunderabad Date: 29.08.2018

(Sd/-)

MR. BODA SATYANAGA SURYANARAYANA

(Managing Director) (DIN: 01499145)