Nivaka Fashions Ltd Management Discussions.

This year was a year of "Delivering Promises". We had set ourselves out to deliver "Growth with passion" this year and we continue to move along firmly towards this goal.

This year we have our first footprints in retail we had signed up another 2 stores in Mumbai for retailing of women ethic wear. This year the company is actively looking at Large format stores to be placed in its Kitty with experience in retail and allied industry.

On the distribution and ecommerce front the company acquired a brand called ninecolours.com which has now being made as the forefront brand of the company. The brand is doing exceptionally well and we are focused to take it to higher levels.

With its experience in the textile industry the company intends to launch an apparel brand this year.

Operational overview

The company is in a continuous approach to achieve highest standards of operational efficiency. The companys workforce this year increased from 27 people to 51 and the company is adding more workforce in the current year. The company has got its entire backend online which is accessible from anywhere and anytime. The company is also enabling automated order and delivery system in its warehouse.

With higher volume achievements for its various supply partners, the Company is able to negotiate better margins at higher scale with improved quality & availability. At the same time, greater focus on control has been contributing to an overall cost reduction.

Customer and Marketing Overview

The company continues to run a lot of marketing and promotion scheme across the year. The company spends above 5 Million rupees with facebook and google in the year as its promotion and advertising spends. During the year the company also carried out a lot of outdoor media advertising and marketing which has help develop the brand further.

Business Outlook

The Indian fashion market has undergone major transformational shifts in the past decade itself. From the arrival of countless international fashion brands to the opening of promising home-grown labels, the Indian consumer has witnessed a lifestyle change that incorporates both Indian as well as western influences equally. Many feel that the evolution of the middle-class and the exposure to international fashion trends have left a dent in the traditional ethnicwear fashion segment in the country. But the truth is far from that.

According to Statista, the market size of the ethnicwear segment across India was approximately Rs. 925 billion in 2018 and is estimated to reach a whopping Rs. 1.7 trillion by the year 2023. This is driven majorly by the recession-proof wedding industry in India, special occasions, traditional festivals and office clothing/workwear.

"Ethnicwear is the most preferred outfit for women aged between 16 to 50 years.

The surge in online businesses peddling ethnicwear and advances in product innovation have created a shift in the industry over the last few years. From largely being a market of tailored pieces wherein women used to go to purchase fabric and then get their garments designed by the local tailor, the trend today has shifted to buying readymade garments.

Fusionwear leads the way

India has the worlds largest youth population with the lowest median age across major developed and developing nations of the world. A rapid decline in the age dependency ratio has further increased the buying capacity of the youth and led to an overall increase in their spending on apparel. Owing to the exposure created by the digital age and mass media, these youngsters are brand-conscious and trend-oriented, which in turn, opens up unprecedented opportunities for retailers and brands in the space.

The acceptance of westernwear is fast increasing, and so is the demand for fusion ethnic clothing, where we see an advent of mix-and-match styles which has completely changed the market. Fusionwear can be anything from kurtis worn over simple jeans to saris with crop tops and lehengas paired with shirts and T-shirts.

Top players in the sphere, some direct-to-consumer, check all the boxes of millennial marketing: comfort-first and functional clothing, fusionwear, ethnically diverse women with a range of body types and engaging social media campaigns. Their message is one of empowerment and grace, and at the same time, of affordable fashion.

The evolving menswear segment

According to Technopak, ethnicwear accounts for 70.7 per cent of the total womenswear market of US $ 21.2 billion, whereas the same accounts for only 6.6 per cent of the total menswear market of US $ 23.5 billion.

Mens ethnicwear is also becoming an attractive category. Currently limited to occasion wear such as festivals and weddings, men do want to dress in appropriate clothing for such occasions. Increasing disposable incomes, rising awareness through media and Bollywood, increased number of occasions like festivals and weddings are driving such consumption.

The opportunity in Tier-2 and Tier-3 markets

People from Tier-2 and Tier-3 cities have been coming to metro retail hubs since ages just to shop, especially during festive and wedding seasons. Seeing the penetration of social media influence, the demand for better quality products and up-to-date fashion trends is continuously increasing, and it is evident that there is great potential in these markets. With the rapidly increasing middle-class and advent of e-commerce, brands and retailers are now eyeing Tier-2 and Tier-3 cities owing to the untapped potential these markets pose.

Ethnicwear comprises the largest segment in the apparel industry, accounting for more than 74 per cent market share in the womens apparel category. Interestingly though, more than 75 per cent of these are currently unorganised due to the fragmented nature of the industry, differences in preferences and styles across different regions and the demand for more variety.

The Indian fashion industry is still in its developing years. The fashion markets of Paris have been established decades ago. The western countries are been attracted to the Indian outfits, as a result, there is the probability to be a part of Global markets. The Indian fashion industry can still be making history as the markets can be polished and even they can make fame all around the world.

At this juncture we are poised to take all the advantages of this booming industry.

Internal controls and their adequacy

The Company had identified the key risks and control process to mitigate the same. Further, the Company continues this process of Enterprise Risk Management in order to identify the new risks and to define and establish the control process to mitigate the identified risks. Further, the Internal Control Framework for financial reporting, organization structure, documented authorities and procedures and internal controls are being reviewed on continuous basis and any issues arising out of the said are addressed appropriately.

The Company is continuously upgrading its internal control systems by measuring state of controls at various locations. Controls in backend system have been strengthened.

Risks and Threats

The state of external environment, including factors like interest rates, inflation, growth in economic activity, rationalisation of tax structure, job creation and consumer sentiment continues to be the biggest source of threat as well as opportunity for the Company. Any slowdown in the economic activity in the Country, significant job losses or high rates of inflation can severely impact the consumption and therefore growth of the Company.

EPS

The company has clocked in a negative EPS this year as compared to 0.32 in the last year due to the focus being on thr ecommerce business which has being a cash burning business across the industry..

Review of Financial Performance of the Company for the year under review

Particulars 2019-2020 2018-2019
Sales 2155.18 3623.80
Profit Before tax (83.70) 243.37
Net Profit (83.70) 182.49
Share Capital 1026.90 570.50
EPS 0.00 0.32

NOTICEis hereby given that the Thirty Seven Annual General Meeting of the members of NIVAKA FASHIONS LIMITED to be held at the registered office of the Company situated at AA-47, Salt Lake City Sec: 1, BL-AA Kolkata 700064 on DECEMBER 26, 2020, Thursday at 09:30 A.M. to transact the following business:

ORDINARY BUSINESS

1.To receive, consider and adopt the Audited Balance Sheet as at March 31, 2020 and the Profit and Loss Account for the year ended on that date together with the Schedules thereon, along with the Reports of the Directors and Auditors thereon.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution

"RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended March 31, 2020 including the Audited Balance Sheet as at March 31, 2020 and Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors and Auditors of the Company for the financial year ended March 31, 2020 along with all annexures as laid before this Annual General Meeting be and are hereby received, considered and adopted."

2.To appoint a Director in place of Mr. Bhavin Shantilal Jain, (DIN: 00741604) who retires by rotation and being eligible offered himself for reappointment.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution

"RESOLVED THAT Mr. Bhavin Shantilal Jain, (DIN: 00741604) who retires by rotation at this Annual General Meeting be and is hereby re-appointed as a Director of the Company and that his period of office be liable to determination by retirement of Directors by rotation."

3.To appoint a Director in place of Mr. Priyesh Jain, (DIN: 00741595) who retires by rotation and being eligible offered himself for re-appointment.

To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution

"RESOLVED THAT Mr. PriyeshJain, (DIN: 00741595) who retires by rotation at this Annual General Meeting be and is hereby re-appointed as a Director of the Company and that his period of office be liable to determination by retirement of Directors by rotation."

4. To Consider and Approve the appointment of Statutory Auditors of the Company and fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and 142 and other applicable provisions, if any, of the Companies Act, 2013 and rules, circulars, notifications made/issued there under, including any amendments, modification, variation or re-enactment thereof, the appointment of M/s. Motilal & Associates, Chartered Accountant, Mumbai, bearing Firm Membership No. 106584W as the Statutory Auditors of the Company, who holds the office for a term of Five Years, from the conclusion of this Annual General Meeting till the conclusion of Annual General Meeting of the Company to be held in the year 2025 and to fix their remuneration as may be agreed upon, be and is hereby ratified."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this resolution and/or otherwise considered by them to be in the best interest of the Company including fixation of their remuneration and reimbursement of out of pocket expenses incurred in connection hereto."

"RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this resolution and/or otherwise considered by them to be in the best interest of the Company including fixation of their remuneration and reimbursement of out of pocket expenses incurred in connection hereto."

SPECIAL BUSINESS

SHIFTING OF REGISTERED OFFICE OF THE COMPANY

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 12, 13, 14, 110 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 30 of the Companies (Incorporation) Rules, 2014 and other relevant rules applicable, if any, (including any statutory modification(s) or re-enactments thereof, for the time being in force), and subject to approval of the Central Government/ any other authority as may be prescribed from time to time and subject to such other approval(s), permission(s) and sanction(s), as may be required under the provisions of the said Act or under any other law for the time being in force, consent of the Shareholders be and is hereby accorded for shifting of Registered Office of the Company from the State of Kolkata to the State of Maharashtra".

RESOLVED FURTHER THAT upon shifting of the registered office being effective, the existing Clause-II of the Memorandum of Association of the Company be and hereby substituted with the following new clause:

"II. ‘The Registered Office of the Company will be situated in the State of Maharashtra, i.e., within the jurisdiction of the Registrar of Companies,

Maharashtra, at Mumbai."

RESOLVED FURTHER THAT upon the aforesaid resolution becoming effective, the Registered office of the Company be shifted from the AA - 47, Salt Lake City Sec - 1, BL-AA, Kolkata, West Bengal, 700064 from the state of Kolkata, West Bengal to Harihar Corporation , A-12, Gala No. 9/10, Mankoli Road , Dapola, Bhiwandi, Thane - 421302, Maharashtra, India.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company (hereinafter called the "Board", which term shall be deemed to include any person (s) authorized and / or Committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this Resolution) or any officers so authorized by the Board be and is hereby authorised on behalf of the Company to agree to and make and accept such conditions, modifications and alterations stipulated by any one of the authorities, statutory or otherwise, while according approval, consent as may be considered necessary and to appoint counsels and advisors, file applications/ petitions, issue notice, advertisements, obtain orders of shifting of Registered Office from the concerned authorities and do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and with power on behalf of the Company to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the Members of the

Company."

"RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby authorized to certify a copy of this resolution and furnish to all such authorities as may be necessary.

NOTES

A Member entitled to attend and Vote at the meeting is entitled to appoint a proxy to attend and to vote instead of himself / herself and the proxy need not be a member of the Company. The instrument appointing a proxy, in order to be effective, be deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting. A person can act as a proxy on behalf of not exceeding fifty Members and holding in the aggregate not more than 10% of Total Paid-up Share Capital of the Company. Any member holding more than 10% of the Total paid-up capital of the company may appoint a single person as proxy and in such case, the said person shall not act as a proxy for any other person or member. Proxies in order to be effective must be received at the Registered Office of the Company not less than 48 hours before the commencement of the Annual General Meeting.

Corporate members intending to send their authorized representatives to attend the meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a certified copy of the Board resolution authorizing their representatives to attend and vote on their behalf at the meeting.

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto.

Members are requested to bring their admission slip along with copy of the report and accounts to Annual General Meeting.

Relevant documents referred to in the accompanying Notice & Explanatory Statement would be available for inspection by the members at the Registered Office of the Company on all working days, except Saturday / Sunday & Public Holidays, between 11.00 a.m. to 1.00 p.m. up to the date of the Annual General Meeting.

The Register of Members and the Share Transfer Books of the Company will remain closed from19 December, 2020, Saturday to 26th December 2020, Saturday (Both Days Inclusive) for the purpose of the Annual General Meeting.

Members are requested to notify immediately any changes, if any, in their registered addresses at an early date to the Registrar and Share Transfer Agent, quoting their folio numbers/client ID/ DP ID in all correspondence, so as to enable the Company to address any future communication at their correct address.

Members attending the meeting are requested to complete the enclosed attendance slip and deliver the same at the entrance of the meeting Venue.

Members desirous of seeking any information concerning the Accounts of the Company are requested to address their queries in writing to the Company at least seven days prior to the Annual General Meeting so that the requested information can be made available at the time of the meeting.

Members holding shares in physical forms are requested to consider converting their holding to dematerialized form to eliminate all risk associated with physical shares and for ease in portfolio management. Member can contact the Company or the Companys Registrar and Transfer Agent, ABS

Consultant Private Limited, for assistance in this regard. Members are, therefore, requested to dematerialize their shareholding to avoid inconvenience.

In case of joint holders attending the meeting, only such joint holders who are higher in the order of names will be entitled to vote.

Members holding shares under multiple folios in identical order of names are requested to consolidate their holdings into one folio.

Members who hold shares in physical form can nominate a person in respect of all the shares held by them singly or jointly. Members holding shares in single name are advised, in their own interest to avail of the nomination facility by filling form 2B. Members holding shares in the dematerialized form may contact their depository Participant for recording nomination with their depository Participant for recording nomination in respect of their shares.

The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21 and April 29, 2011 respectively), has undertaken "Green Initiative in Corporate Governance" and allowed Companies to share documents with its shareholders through an electronic mode. Electronic copy of the Annual Report for 2020 is being sent to all the members whos Email

IDs are registered with the Company/Depository Participants(s) for communication purposes unless any member has requested for a hard copy of the same. For members who have not registered their email address, physical copies of the Annual Report for 2020 is being sent in the permitted mode. Members holding shares under multiple folios in identical order of names are requested to consolidate their holdings into one folio.

Members are requested to support this green initiative by registering / updating their e-mail addresses, in respect of shares held in dematerialized form with their respective Depository participants and in respect of old shares held in physical form with the Companys

Registrar & Share Transfer Agent. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are therefore requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company/Registrar & Share Transfer Agent.

Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, Companies can serve Annual Reports & other communications through electronic mode to those members whose email IDs are registered with the Company. As per provisions of Section 20 of the Companies Act, 2013 read with Rules there under, a document may be served on any member by sending it to him/her by post or by registered post or by speed post or by courier or by delivering at his/her office/home address or by such electronic mode as may be prescribed including by facsimile telecommunication or to electronic mail address, which the member has provided to the Company from time to time for sending communications, provided that a member may request for delivery of any document through a particular mode, for which he/she shall pay such fees as may be determined by the Company in its Annual General Meeting. For members who have not registered their email address with the Company, the service of documents will be affected by other modes of services as provided in Section 20 of the Companies Act, 2013 read with the relevant Rules there under. Printed copies of the Notice of the Annual General Meeting of the Company inter alia indicating the process and manner of e-voting along with Attendance Slip, Ballot Paper and Proxy Form is being sent to all members in the permitted mode.

Members may also note that the Notice of the Annual General Meeting and the Annual Report for 2020 will also be available on the Companys website www.nivakafashions.com for their download. The physical copies of the aforesaid documents will also be available at the Companys Registered Office for inspection during normal business hours on working days. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, free of cost. For any communication, the shareholders may also send requests to the Companys designated email id: btsyndicateltd1983@gmail.com.

Members can opt for one mode of voting i.e. either by physical ballot or through e-voting. If Members opt for e-voting then do not vote by Physical Ballot or vice versa. However, in case Members cast their vote both by Physical Ballot and e-voting, then voting done through e-voting shall prevail and voting done by Physical Ballot will be treated as invalid.

In terms of relevant provisions of SEBI (LODR) 2015, in order to enable its members, who do not have access to e-voting facility, to send their assent or dissent in writing in respect of the resolutions as set out in this Notice, a Ballot Form is attached. Members desiring to exercise vote by Ballot are requested to carefully read the instructions printed in the form, to complete the Ballot Form with assent (for) or dissent (against) and send it to Mr. Jaymin Modi, Scrutinizer, A/302, Om Mahavir CHSL, Navghar Cross , S.V Road, Bhayandar (East), Thane -401105.

Members can request for a Ballot Form at Nivaka Fashions Limited, AA-47, Salt Lake City SEC: 1, BL-AA Kolkata 700064, West Bengal, Tel No: 033- 40074714, Email Id:- btsyndicateltd1983@gmail.com, Web Site :- www.nivakafashions.com

E-voting: In compliance with Section 108 of the Companies Act, 2013 and Companies (Management and Administration) Rules, 2014, the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and all the business may be transacted through e-Voting Services provided by National Securities Depository Limited (NSDL).

The E-voting period for all items of business contained in this Notice shall commence from December 23, 2020, Wednesday at 9.00 a.m. and will end on December 25, 2020 Friday at 5.00 p.m. During this period equity shareholders of the Company holding shares either in physical form or in dematerialized form as on the cutoff date of December 19, 2020, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by any Member, he/she shall not be allowed to change it subsequently. The voting rights of Members shall be in proportion to their equity shareholding in the paid up equity share capital of the Company as on November 27, 2020.

M/s Jaymin Modi & Co., Company Secretaries (Membership No. ACS 44248) has been appointed as the Scrutinizer to Scrutinize the E-voting process in a fair and transparent manner (including the Ballot Form received from the members who do not have access to the e-voting process) in a fair and transparent manner.

The Scrutinizer shall immediately after the conclusion of voting at the meeting, first count the votes casted at the meeting, thereafter unblock the votes casted through remote e-voting in the presence of at least 2 witnesses not in the employment of the Company and make, not later than 2 days of conclusion of the meeting and after scrutinizing such votes received shall make a Scrutinizers report of the votes cast in favor or against or invalid votes in connection with the resolution(s) mentioned in the Notice of the Meeting and submit the same forthwith to the Chairman of the Company.

The Results of E-voting shall be declared at the AGM of the Company and the results along with Scrutinizers report shall be placed on the website of the Company thereafter and shall also be communicated to the Stock Exchanges. The Resolutions shall be deemed to be passed, if approved, on the date of AGM.

(A) Voting through electronic means:

Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote at the Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM ("remote e-voting") will be provided by

National Securities Depository Limited (NSDL). The Company has approached NSDL for providing e-voting services through our e-voting platform. In this regard, your Demat Account/Folio Number has been enrolled by the Company for your participation in e-voting on resolution placed by the Company on e-Voting system.

The Notice of the Annual General Meeting (AGM) of the Company inter alia indicating the process and manner of e-Voting process along with printed Attendance Slip and Proxy Form can be downloaded from the link https://www.evoting.nsdl.com or www.nivakafashions.com

The e-voting period commences commence from December 23, 2020, Wednesday at 9.00 a.m. and will end on December 25, 2020 Friday at 5.00 p.m. During this period shareholders of the Company, may cast their vote electronically. The e-voting module shall also be disabled for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of November, 27, 2020. Any person, who acquires shares of the Company and become member of the Company after dispatch of the notice and holding shares as of the cutoff date i.e. 19th December, 2020, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or (btsyndicateltd1983@gmail.com) . The facility for voting through ballot paper shall be made available at the AGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

The procedure to login to e-Voting website consists of two steps as detailed hereunder:

Step 1 : Log-in to NSDL e-Voting system

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/.

2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under ‘Shareholders section.

3. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

4. Your User ID details will be as per details given below :

a) For Members who hold shares in demat account with NSDL: 8 Character DP ID followed by 8 Digit Client ID (For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is IN300***12******).

b) For Members who hold shares in demat account with CDSL: 16 Digit Beneficiary ID (For example if your Beneficiary ID is 12************** then your user ID is 12**************).

c) For Members holding shares in Physical Form: EVEN Number followed by Folio Number registered with the company (For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001***).

5. Your password details are given below: a. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote. b. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password which was communicated to you.

Once you retrieve your ‘initial password, you need to enter the ‘initial password and the system will force you to change your password. c. How to retrieve your ‘initial password? i. If your email ID is registered in your demat account or with the company, your ‘initial password is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID and your ‘initial password. ii. If your email ID is not registered, your

‘initial password is communicated to you on your postal address.

6. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password: a. Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b. "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com. c. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.inmentioning your demat account number/folio number, your PAN, your name and your registered address.

7. After entering your password, tick on Agree to

"Terms and Conditions" by selecting on the check box.

8. Now, you will have to click on "Login" button.

9. After you click on the "Login" button, Home page of e-Voting will open.

Step 2 : Cast your vote electronically on NSDL e-Voting system.

1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.

2. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.

3. Select "EVEN" of the Company.

4. Now you are ready for e-Voting as the Voting page opens.

5. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.

6. Upon confirmation, the message "Vote cast successfully" will be displayed.

7. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

8. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders:

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant

Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail

(csjayminmodi@gmail.com) to with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password. Please note the following:

A member may participate in the AGM even after exercising his right to vote through remote e-voting but shall not be allowed to vote again at the AGM.

A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.

The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e-voting facility.

The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the AGM, a consolidated scrutinizers report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith

Other information:

o Your login id and password can be used by you exclusively for e-voting on the resolutions placed by the companies in which you are the shareholder.

o It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential.

In case of any queries, you may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available at the Downloads sections of https://www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

Assuring you of our best services,

Regards, e-Voting support desk

National Securities Depository Limited (www.nsdl.co.in)

Explanatory Statement Pursuant To Section 102 (1) Of the Companies Act, 2013

ITEM NO 5:

The Company was incorporated on February 11, 1983 under the Companies Act, 1956 as "NIVAKA FASHIONS LTD" in the state of Calcutta. The Corporate Identification Number (CIN) of the Company is L24231WB1983PLC035857. The Registered Office of the Company is situated at AA-47, Salt Lake City Sec: 1, BL-AA Kolkata 700064, West Bengal. The Company made an Initial Public Offering of Shares in the year 1983.

Nivaka Fashions Limited is the company which is into the business of retailing. We started as the supply chain logistic partners and Distributors for companies like VIP Industries Limited, ITC, The Bombay Dyeing Mfg Co

Ltd and Ballarpur Industries Limited. Even today we handle the entire General Trade for Mumbai and near area markets for VIP industries Limited and The Bombay Dyeing Mfg Co Ltd. We are also one of the largest wholesale traders for fabric in Mumbai. We have also handle trade for Ballarpur industries Limited for the entire state of Maharashtra and the Mumbai wholesale trade for companies Like ITC

Presently, the Companys Registered Office is located at

Kolkata, in the State of West Bengal. The Board of Directors of the Company at their meeting held on 3rd December, 2020 has proposed to shift the Registered Office of the Company from the State of "West Bengal" to the "State of Maharashtra". The Shifting of Registered office will facilitate improvement in the business of the Company which will assist the Company to function more economically, efficiently and with better operational and administrative convenience. Further, Mumbai is a hub of Retail and Wholesale Services Industry and it will facilitate smooth and regular interface with the key regulatory bodies.

Change of Registered Office will not be prejudicial to the interest of any employees, shareholders, creditors or any other stakeholders

As per provisions of Section 12, 13, 14, 110 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, such shifting of Registered Office requires the Company to alter Memorandum of Association and Article of Association of the Company and to obtain necessary approval of the Shareholders by way of special resolution . Accordingly, it is proposed that Clause 11 of the Memorandum of Association and Article I (1)(i) Article of Association of the Company should be amended to reflect that the registered office of the Company be situated in the State of Maharashtra and all the material documents related to this item will be available for inspection at the Registered Office of the Company.

Your Directors recommend the resolution proposed at Item No.1 for the approval of Shareholders by way of special resolution. None of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution set out in the Notice except to the extent of their Directorship.

For and on behalf of the Board of Directors of Nivaka Fashions Limited

Bhavin Shantilal Jain Priyesh Shantilal Jain
Managing Director Director
DIN-00741604 DIN-00741595
Place: Kolkata
Date: 03/12/2020

DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING

Detail of the Directors seeking Re-appointment in the forth coming Annual General Meeting in pursuance of Listing Regulations.

Particulars Details
Name of the Director Bhavin Shantilal Jain
Date of Birth 23/12/1984
Date of initial appointment 23/06/2014
Expertise in specific functional area Retail & Trading
Qualifications B.com
Other Companies in which Directorship is held as on March 31, 2020 5 (Five)
Chairman of Committees formed by Board of Other Companies on which he is NIL
a Director as on March 31, 2020
Members of Committees formed by Board of Other Companies on which he is NIL
a Director as on March 31, 2020
Particulars Details
Name of the Director Priyesh Shantilal Jain
Date of Birth 08/12/1982
Date of initial appointment 24/02/2014
Expertise in specific functional area Taxation, Finance, Merger, Retail & Trading
Qualifications B.com, CA, DISA, DipIFRS (ACCA, VK)
Other Companies in which Directorship is held as on March 31, 2020 5 (Five)
Chairman of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2020 NIL
Members of Committees formed by Board of Other Companies on which he is a Director as on March 31, 2020 NIL