Nikki Global Finance Ltd Directors Report

any.

b. That directors have selected such accounting policies and applied consistently, and judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financialyear and of the loss of the Company for that period.

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. The Directors have prepared the annual accounts on a going concern basis.

e. The Directors have laid down such internal financial controls that are adequate and operating effectively.

f. The Directors have devised systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s Srivastava S & Co. Chartered Accountants (ICAI Firm Registration No. 015187C), Statutory Auditors of the company, conducted the statutory audit of the Company for the current financial year. The auditors report for the Financial Year 2024-25 does not contain any qualifications, reservations, or adverse remarks, and Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore, do not call for any comments under Section 134 of the Companies Act, 2013.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the applicable rules, the Company has appointed M/s V. Agnihotri & Associates, a peer- reviewed Practicing Company Secretaries Firm, Kanpur, for five consecutive years, commencing from the financial year 2025-26 till the financial year 2029-30, subject to the approval of members at the ensuing Annual General Meeting, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2025, is annexed herewith and forms an integral part of this Report as Annexure - A.

The Secretarial Auditor has not made any adverse remark, qualification, or reservation in the said report.

All Related Party Transactions entered into by the Company during the financial year were conducted on an arms length basis and were in the ordinary course of business, in compliance with the applicable provisions of the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, there were no materially significant related party transactions made by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons that could have a potential conflict with the interest of the Company at large.

All material contracts or arrangements entered into during the year were carried out in the ordinary course of business and on arms length terms. The requisite details of such transactions are provided in the financial statements and also disclosed in Form AOC-2, which is annexed herewith as Annexure-B and forms part of this report.

The Company has in place a comprehensive Code of Conduct applicable to all the Board Members and employees of the Company. All members of the Board and employees have complied with the provisions of the Code in the conduct of the Companys day-to-day business operations. The Code of Conduct outlines the principles and standards of ethical behavior, integrity, and professionalism that are expected to be followed by the Directors and designated employees, particularly in matters related to workplace ethics, business practices, and stakeholder interactions.

The Code is available on the Companys website at www.nikkiglobal.com. All Board Members and Senior Management personnel have affirmed compliance with the Code for the financial year under review.

There are no Subsidiaries, Joint Ventures, or Associate Companies.

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has established a vigil mechanism to be known as the Whistle Blower Policy for its directors and employees, to report instances of unethical behavior, actual or suspected, fraud, or violation of the Companys Code of Conduct. The policy aims to provide adequate safeguards against the victimization ofwhistleblowers who avail of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The Company has adopted a Code of Conduct for Prevention of Insider Trading in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. The objective of the Code is to regulate, monitor, and report trading in the Companys securities by its directors and designated employees.

The Code mandates pre-clearance of trades in the Companys securities and strictly prohibits trading while in possession of Unpublished Price Sensitive Information (UPSI). It aims to ensure transparency, fairness, and accountability in securities trading by persons having access to UPSI.To ensure compliance, a Structured Digital Database (SDD) has been maintained as per the requirements of SEBI and NSDL PAN blocking functionality. The Board of Directors oversees the implementation of the Code, and all designated persons have submitted compliance declarations for the financial year under review.

Business operating risks have been identified as a principal area of concern. To safeguard long-term interests and ensure sustainability as a going concern, a comprehensive risk management strategy is in place.

The strategy aims to proactively identify, assess, and mitigate potential risks that could adversely impact the Companys operations, performance, or growth. The Risk Management Strategy, as approved by the Board of Directors, is effectively implemented by the Companys Management and is reviewed periodically to adapt to the evolving business environment.

The provisions of Section 135 of the Companies Act, 2013, do not apply to the Company.

Details pursuant to the provisions of section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment & Remuneration Of Managerial Personnel) Rules, 2014, are as stated under: -

• Details of every employee of the Company as required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014: -

> Drawing a salary of 1.02 Crore or above for the Year, if employed throughoutthe year- NIL

> Drawing a salary of 8.5 Lakhs p/m or above for a month, if employed for partof the year- NIL

> Drawing a salary more than the salary of MD and having 2% stake in the Company- NIL

• No Managing Director or Whole-Time Director of the Company is receiving any commission from the Company, as well as from the Holding Company or Subsidiary Company of the Company.

The information required under Section 134(3)(M) of the Companies Act, 2013, read withRule 8(3) of The Companies (Accounts) Rules, 2014, is as under: -

• Energy conservation measures taken: The Company has implemented appropriate measures to ensure economical consumption of energy across its operations.

• Steps taken for utilizing alternate sources of energy: The Company has not undertaken any specific initiatives for utilizing alternative sources of energy during the year.

• Capital investment in energy conservation equipment: As the Company is not engaged in any manufacturing activity, the provisions relating to technology absorption are not applicable to the Company.

• Impact of the measures taken: The measures adopted have resulted in more efficient and cost-effective energy usage.

[B] Technology Absorption: Since there is no manufacturing activity in the Company hence the information under thisheading does not apply to the Company.

[C] Foreign Exchange Earnings And Outgo: There were no foreign exchange earnings or outgo during the financial year under review.

Pursuant to the provisions of Regulation 15 (2) which is stated hereunder:

(2) The compliance with the corporate governance provisions as specified in regulations17, 77[17A,] 18, 19, 20, 21,22, 23, 24, 78[24A,] 25, 26,79[26A,]27 and clauses

(b) to (i) and (t] of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect of -

(a)listed entity having paid-up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

We confirm that we do not fall under the criteria as specified above under Regulation 15(2)(a) of SEBI (LODR) Regulation, 2015. Hence, Regulations 27 shall not apply, in respect of a listed entity having paid-up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crore, as on the last day of the previous financial year.

The Company has filed the Non-Applicability of Corporate Governance to the stock Exchange together with the Certificate from the Practicing Company Secretary.

There was no such order passed by the Regulations or Courts, or Tribunals that may impact the going concern status and the companys operations in the future.

There were no complaints received during the financial year 2024-25, and hence no complaint is outstanding as on 31.03.2025 for redressal. Further Company ensures that there is a healthy and safe atmosphere for every woman employee at the workplace and has made the necessary policies for a safe and secure environment for women employees. The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25:

-No. of Complaints received : NIL

-No. of Complaints disposed off : NIL -No. of Complaints pending : NIL

There was no such reporting by the statutory auditors.

During the year under review, there were no applications made or proceedings pendingin the name of the Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial institutions.

The provision relating to the maintenance of Cost Records by the Company does not apply to the Company.

As per Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all existing and upcoming independent directors are required to apply to the Indian Institute of Corporate Affairs (IICA) for inclusion of their names in the Independent Directors Databank. All the Independent Directors, namely Mrs. Kavita Awasthi, Mr. Gyan Singh, and Yugank Gadi, Sushila Aggarwal, have registered themselves with the Independent Directors Databank.

a) The employees of the Company continue to render their full co-operation and support to the Management. The Directors wish to place on record their appreciation to all the employees for their co-operation.

b) Information as per Section 197 (2) of the Act read with rules 5(2) and 5(3) of the companies (Appointment and remuneration of managerial personal) Rules, 2014 forming part of the Directors Report for the year ended 31st March, 2025 is not required to be furnished as no employees was employed for Rs.1,02,00,000/- or more per year or Rs.8,50,000/- or more per month for any part of the Year.

The Annual Returns of the company for the previous financial years are available at https:// nikkiglobal.com/annual-report/ for the convenience of the shareholders.

The familiarization programme undertaken for Independent Directors is available at https:// nikkiglobal.com/investors/. Imparted to them.

The Management Discussion and Analysis report is attached in the Annual Report as Annexure C.

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

Not applicable during the year under review.

Your directors take this opportunity to extend their thanks to the customers, business, partners, business associates, and bankers of the Company for their continued support during the year. The directors also sincerely acknowledge the dedication and commitment of the employees of the company at all levels.