Nihar Info Global Ltd Directors Report

To

The Members,

Nihar Info Global Limited.

Your directors are pleased to present the 30^th Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2024.

1. Financial Summary:

The summarized financial performances for the Financial Year ended March 31, 2024, are as under:

( In Lakhs)

2.Performance of the Company:

The Company has acquired substantial stake in M/s. Life 108 Healthcare Private Limited in January 2024, thereby making it the Companys Subsidiary. The total consolidated income for the current year is Rs.321.27 Lakhs and loss of Rs. 378.87 Lakhs as against corresponding figures of the previous year of Rs. 530.78 Lakhs and Rs. 8.75 Lakhs respectively. The Company has experienced drop in revenue during the financial year under review due slowdown in our E-Commerce and B2B Sales. The company is expecting to have a significant growth in the coming years.

3.Dividend:

To strengthen the financial position of the Company and to augment working capital your directors do not declare any dividend.

4.Portfolio:

Nihar Info Global Limited is one of the few Listed E-Commerce Companies in India. The Company has diversified into e-Commerce in the year 2016 and has made a significant impact in the e-Commerce space. The Company is one of the Premium Sellers in Amazon.in and Flipkart.com. The Warehouse cum Fulfillment Center is certified by both Flipkart and Amazon and is part of the Amazon Seller Flex Model and the Flipkart Express whereby all the products sold by the company are enabled with a PRIME tag and Flipkart Assured Tag. The Company also has plans to extend its Warehouse Capacity and is planning to set up a warehouse in the Outer Limits of the City.

The Company has launched its own private label products under the brand “ONVO” in various market places like Amazon.in and Flipkart.com. The Company has also got its Trademark of ONVO brand as registered.

The D2C eCommerce Portal www.Life108.in is a Healthcare Brand with focus on products related to Health, Fitness & Sports.

The D2C eCommerce Portal www.onvo.in is a Lifestyle Brand focussing on Travel, Storage & Organizers. The products include various Travel Accessories and Storage and Organizers for Home and Personal Use.

The B2B Division of Nihar Info Global Limited deals with various Corporate and Government Organizations. The Company is expanding its B2B Offerings and is keeping a consistent effort to acquire New Customers and increase its B2B Sales.

The focus of the B2B Division is basically on the following.

5. 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 Composite Scheme of Amalgamation and Arrangement and lying in the suspense account till 31^st March, 2023 is as under.

The voting rights on the shares outstanding in the suspense account on 31^st March, 2024 shall remain frozen till the rightful owner of such shares claims the shares. In compliance with the said requirements the shares are transferred into one folio in the name of Unclaimed Suspense Account.

6. Financial Statements:

The Annual Report 2023-24 containing complete Audited Standalone and Consolidated Balance Sheet, Statement of Profit & Loss, Cash Flow Statement and notes thereto are prepared as per the requirements of

Schedule III to the Companies Act, 2013, Directors Report (including Management Discussion and Analysis, Corporate Governance Report and all the Annexures) are being sent via email to all shareholders whos email addresses are registered with the Company.

The Annual Report 2023-24 is also kept open for inspection of the members at the registered office of the Company. The requests for copies of the Annual Report can be mailed bsnsuryanarayana@gmail.com or niharinfo1995@gmail.com up to the date of Annual General Meeting. The same is also available on the Companys website www.niharinfo.in.

7. Share Capital

The paid-up Equity Share Capital as on 31^st March, 2024 was Rs 10,40,77,480/- divided into 10,40,7748 Equity Shares of Rs 10/- each. The Company has proposed preferential issue for 5,00,000 Equity Shares to Non Promoters and 29,90,000 Equity Share Warrants to both Promoters and Non-Promoters of the Company for which In-Principle application is made with BSE.

8.Transfer to Reserves:

The Board of Directors do not propose to carry any amount to reserves.

9.Particulars of Remuneration of Directors / KMP / Employees:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this Report as Annexure I.

12.Secretarial Auditors:

As per the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company appointed M/s Surya Gupta & Associates (CP No. 10828), Company Secretaries, Delhi, to undertake the Secretarial Audit of the Company for the Financial Year 2021-22. The Certificate on Corporate Governance and the Secretarial Audit Report are annexed herewith as Annexure IV and Annexure V respectively which form part of this report.

13.Internal Control System & its adequacy:

The Board of Directors has established a system for ensuring that Directors, Operating Officers and employees perform their duties in accordance with laws, regulations and the Articles of Association, as well as a system for ensuring the appropriate business operations within the Company which is reviewed by the Board regularly.

There is also a system for the storage and management of information with regard to the execution of duties by Directors and Operating Officers of the Company such as minutes books, statutory registers and other files both physical and soft copies which are stored and maintained safely with confidentiality under the supervision of the Chairman of the Company.

The Board of Directors had established a set of rules for managing risk of loss with respect to the Company which are reviewed and followed diligently.

There exists a system for ensuring the duties of Directors of the Company are efficiently performed and the evaluation of the performance of the Board of Directors are conducted regularly.

The audit committee assists the Board of Directors in monitoring the integrity of the financial statements and the reservations, if any, expressed by the statutory auditors, financial, internal and secretarial auditors. Based on their inputs the Board is of the opinion that the companys internal controls are adequate and effective.

14. 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 at the end of the financial year 2022-23 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 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.

15.Details of change in Directors and Key Managerial Personnel:

Mr. Rohit Bobde, Chief Financial Officer of the Company resigned from the post of Chief Financial Officer and Mr. Yerragudi Gangadhar Reddy was appointed as a new Chief Financial Officer of the Company at the Board Meeting held on 10^th November 2023. Mr. Yerragudi Gangadhar Reddy also resigned from the post of Chief Financial Officer and Ms. Rasakachula Divya was appointed as a new Chief Financial Officer of the Company at the Board Meeting held on 10^th June 2024. Ms. Rasakachula Divya also resigned from the post of Chief Financial Officer and Ms. Pujitha Gudipudi was appointed as a new Chief Financial Officer of the Company at the Board Meeting held on 14^th August 2024.

16.Declaration by Independent Directors:

The Company has received necessary declarations from each independent director that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

17.Compliance Certificate by CFO:

The Compliance certificate under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure VI and forms a part of this report.

18.Statutory Auditors:

M/s NSVR & Associates LLP, Chartered Accountants, were appointed at the 28^th Annual General Meeting to hold office till the conclusion of the 33^rd Annual General Meeting.

19.Policy on Directors Appointment and Remuneration:

The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director framed by the Nomination and Remuneration Committee is reviewed regularly at its meetings and is available at the companys website-www.niharinfo.in.

20. Related Party Transactions:

The related party transactions entered into by the Company are reviewed by the Audit Committee at their meetings and reported to the Board of Directors. The statements containing the transactions / contracts entered into by the Company during the year under review is annexed herewith as Annexure VII in Form AOC-2 and forms part of this report.

21.Particulars of Loans, Guarantees or Investments:

The particulars of loans, guarantees and investments as per Section 186 of the Companies Act, 2013 have been disclosed in the financial statements. The Company has invested its funds and acquired substantial stake in 2 (Two) Companies i.e., M/s. Life 108 Healthcare Private Limited, A Healthcare Startup Company and M/s. BeastBells Media Private Limited, A Media Startup Company, thereby making the aforesaid mentioned companies its subsidiaries.

22. Risk Assessment and Management:

The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis, which forms part of this report. During the year, a risk analysis and assessment was conducted and no major risks were noticed, which may threaten the existence of the Company.

23. Details in respect of frauds reported by auditors under Section 143 (12) of Companies Act, 2013:

During the year under review, there were no frauds reported by the Statutory Auditors and Secretarial Auditors neither to the Audit Committee nor the Board of Directors under Section 143 (12) of the Companies Act, 2013.

24. Deposits:

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

25. Compliance with Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

26. Nature of Business:

There is no change in the nature of business of the Company.

27. Corporate Social Responsibility:

As the Company does not fall under the threshold limits under Section 135 of the Companies Act, 2013, corporate social responsibility is not applicable to the Company.

28. Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

* 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.

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

* Exports and Outgo: The foreign income through software development services is Nil.

29. Details of Subsidiary / Associate Company:

The Company has acquired M/s. Life 108 Healthcare Private Limited, a Healthcare Startup Company and M/s. BeastBells Media Private Limited, A Media Startup Company, pursuant to such acquisition Life 108 Healthcare Private Limited has become subsidiary of the Company w.e.f 9^th January 2024 and BeastBells Media Private Limited has become subsidiary of the Company w.e.f. 15^th June, 2024. M/s. 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 in Form AOC-1 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) and is attached to this Report as Annexure VIII.

30. Annual Return:

The annual return for the F.Y. 2023-24 shall be available at the website of the Company - www.niharinfo.in.

31.Management Discussion and Analysis Report:

The Management Discussion and Analysis Report under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith attached as Annexure II which forms part of this report.

32. Corporate Governance:

The Corporate Governance Report under Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith attached as Annexure III which forms part of this report.

33. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

34. Acknowledgements:

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.