Niyogin Fintech Ltd Directors Report

Dear Members,

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, 2026.

1. FINANCIAL HIGHLIGHTS

(?In Lacs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	10,347.33	7,644.04	28,693.09	30,397.84
Other income	1,445.36	193.70	3,388.37	504.02
Total Income	11,792.69	7,837.74	32,081.46	30,901.86
Total Expenditure	11,281.47	8,815.91	31,740.52	33,128.46
Profit/(Loss) before Tax	511.22	(978.17)	340.94	(2,226.60)
Less: Provision for taxation
Current Tax	-	-	3.62	-
Deferred Tax Asset	-	-	300.29	(569.01)
Tax Adjustment of earlier year	-	-	-	(24.87)
Net Profit/(Loss) after Tax	511.22	(978.17)	37.03	(1,632.72)
Transfer to Reserve under Section 45IC of the RBI Act, 1934	102.24	-	102.24	-
Balance brought forward from previous period	(7,329.18)	(6,351.01)	(10,351.67)	(8,762.84)
Balance carried to Balance Sheet	(6,920.20)	(7,329.18)	(10,500.65)	(10,351.67)
Earnings Per Share
- Basic	0.46	(1.01)	(0.05)	(1.64)
- Diluted	0.46	(0.99)	(0.05)	(1.63)

2. COMPANYS PERFORMANCE

The financial year 2025-26 saw steady and disciplined growth for the Company, driven by sustained growth across product segments. The networth of the Company stood at ?36,052.43 lakhs.

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 2026 was ?32,081.46 lakhs. The profit before tax for the year was ?340.94 lakhs.

On a standalone basis, the revenue for FY 2026 was ?11,792.69 lakhs. The Company posted a profit of ?511.22 lakhs as against a loss of ?978.17 lakhs in the previous year.

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

3. CHANGE IN NATURE OF BUSINESS

There has been no change in the existing nature of business and operations of the Company.

4. DIVIDEND

Your Directors do not recommend any dividend for the FY 2026.

5. DEBT EQUITY RATIO

Your Companys Debt: Equity ratio as on March 31, 2026 stands 0.35.

6. CREDIT RATING

The brief details of the rating received from the credit agency by the Company for its outstanding instruments are given in the Report on Corporate Governance.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There are no significant material changes and commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this report except the following:

The Audit Committee and the Board of Directors at their meetings held on August 13, 2026, approved the disposal by way of sale/transfer of 1,94,414 equity shares of ?10/- each, representing 58% of the total paid-up equity share capital and 45,076 Compulsorily Convertible Preference shares of ?10/- each (“CCPs”), representing 100% of the CCPs in its material subsidiary company, Investdirect Capital Services Private Limited along with all the rights, title and interests in such shares, to Mr. Mohit Gang, for an aggregate consideration of upto ?11,75,00,000 (Indian Rupees Eleven Crores Seventy-Five Lakhs Only) subject to the fulfilment of specified performance milestones as maybe defined in the share purchase agreement/ transaction documents, such that Investdirect will cease to be a subsidiary of the Company, resulting in the Company ceasing to exercise control over Investdirect on completion of the transaction. Consequently, Moneymap Investment Advisors Private Limited will also cease to be a step-down subsidiary of the Company.

8. COMPOSITE SCHEME OF ARRANGEMENT AND AMALGAMATION

The Board of Directors of the Company upon the report of the Audit Committee and Independent Directors Committee, at its meeting held on January 31, 2025 had considered and approved the Composite Scheme of Arrangement and Amalgamation between Niyogin Fintech Limited (“Demerged Company”/“Amalgamating Company”/“NFL”/“Company”), and Niyogin Finserv Limited (“Resulting Company”/“NFL 2”) and Iserveu Technology Private Limited (“Amalgamated Company”/“Iserveu”) and their respective shareholders and creditors under sections 230 to 232 read with section 52 and 66 and other applicable provisions of the Companies Act, 2013 (“Scheme”).

The Company has received observation letter with ‘no adverse observations issued by BSE Limited on January 22, 2026 and in-principle No-objection certificate issued by Reserve Bank of India on April 30, 2026. The Scheme is subject to receipt of the approvals of the requisite majority of the public shareholders and creditors (as maybe applicable) of the Companies, National Company Law Tribunal, Chennai Bench and other regulatory authorities, as may be applicable.

The said Scheme is available on the website of the Company www.niyogin.com

9. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES

On March 31, 2026, the Company has 6 subsidiaries and there has been no material change in the nature of the business of the subsidiaries. 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 offering an integrated platform that delivers embedded banking and financial technology solutions to banks, NBFCs, FinTechs, and other regulated financial institutions.

Iserveu enables seamless digital transformation and financial inclusion through its wide portfolio of Banking- as-a-Service (BaaS) across the following key verticals:

• Financial Inclusion: Agency banking, branchless banking, mobile money platforms, and wallet infrastructure engines

• Issuance: Infrastructure for debit, credit, and prepaid card issuance, along with neo-banking solutions

• Merchant Acquiring: Point of Sale (POS) solutions, QR code-based payment systems, and Soundbox integrations

• Transaction Banking: UPI APIs, BBPS, and payout infrastructure for remittances and offline payments.

During the FY 2026, Iserveu shifted its registered office from Odisha, Bhubaneswar to Chennai, Tamil Nadu.

The consolidated revenue for FY 2026 was ?15,389.21 lakhs. The profit before tax was T483.17 lakhs compared to loss before tax of T521.86 lakhs in FY 2025. Iserveu achieved a profit after tax of T182.87 lakhs in FY 2026, compared to profit after tax of T62.64 lakhs in the previous year.

Iserveu Payment Services Private Limited

Iserveu Payment Services Private Limited, a step down subsidiary, is 100% owned by Iserveu, and was incorporated on June 13, 2025. It is engaged in the business of providing payment solutions and services related to multiple online and offline payment systems through software and hardware technology products to expand Iserveus footprint in the digital payments ecosystem.

Investdirect Capital Services Private Limited (Investdirect)

A material subsidiary in which the Company holds 60.00% as on March 31, 2026. Investdirect offers a range of traditional wealth products to clients ranging from mutual funds, bonds, corporate deposits, unlisted securities, 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 offering

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 2026 was ?3,868.45 lakhs. Investdirect posted a loss of T104.23 lakhs for the year ended March 31, 2026 in comparison to a profit of T39.03 lakhs in the previous year.

Moneymap Investment Advisors Private Limited (Moneymap)

Moneymap, a step down subsidiary, 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 2026 was T18.06 lakhs. Moneymap posted a profit of ?3.64 lakhs for the year ended March 31, 2026 as against profit of ?0.50 lakhs in the previous year.

Niyogin AI Private Limited (Niyogin AI)

A wholly owned subsidiary of the Company. Niyogin AI houses the AI based platform ‘SuperScan which is an AI-enabled toolkit that employs Optical Recognition technology to convert unstructured data into structured input. Niyogin AI is having its registered office in Chennai, Tamil Nadu.

The revenue for FY 2026 was T80.31 lakhs. Niyogin AI posted a loss of T407.71 lakhs for the year ended March 31, 2026 as against T433.39 lakhs in the previous year.

Niyogin Finserv Limited (Niyogin Finserv)

A wholly owned subsidiary of the Company. The main object of the company is to undertake financial services business including investment business, lending, advisory, consultation etc. Niyogin Finserv is having its registered office in Chennai, Tamil Nadu.

The revenue for FY 2026 was T24.78 lakhs. Niyogin Finserv posted a profit after tax of ?1.50 lakhs for the year ended March 31, 2026.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys 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 Companys website at www.niyogin.com

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

In terms of the said policy and provisions of regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), Iserveu and Investdirect are material subsidiaries of the Company as on March 31, 2026.

10. SHARE CAPITAL

As on March 31, 2026, the authorized share capital of the Company was ?135,58,60,000/- (Rupees One Hundred Thirty-Five Crore Fifty-Eight Lakhs Sixty Thousand only) divided into 12,65,86,000 (Twelve Crore Sixty-Five Lakh Eighty-Six Thousand) Equity Shares of ?10/- each aggregating to ?126,58,60,000/- (Rupees One Hundred Twenty-Six Crore Fifty-Eight Lakh Sixty Thousand only) and 90,00,000 (Ninety Lakhs) Preference Shares of ?10/- each aggregating to ?9,00,00,000/- (Rupees Nine Crore only).

During the year, there was an increase in the paid-up share capital by ?25,30,000/- (Rupees Twenty-five Lakh Thirty Thousand Only) consequent to the allotment of shares upon exercise of stock options by employees under the Companys employee stock option scheme. Accordingly, the issued and paid-up equity share capital of the Company stood at ?1,11,24,74,260/- (Rupees One Hundred and Eleven Crores Twenty-Four Lakhs Seventy- Four Thousand Two Hundred and Sixty Only) divided into 11,12,47,426 (Rupees Eleven Crores Twelve Lakhs Forty- Seven Thousand Four Hundred and Twenty-Six Only) equity shares of ?10/- each.

11. EMPLOYEE STOCK OPTION (ESOP) SCHEME

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) [“Schemes”]. During the year, the Company made grant of 60,000 options to one employee under Plan 2018.

There are no material changes and the Schemes are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI (SBEB) Regulations) and the provisions of the Companies Act, 2013 (the Act). A certificate from the secretarial auditor, M/s. Mitesh Shah & Co., Company Secretaries confirming the implementation of the Schemes in accordance with the SEBI (SBEB) Regulations and the shareholders resolutions has been obtained and will be available for inspection by the shareholders at the ensuing Annual General Meeting. The details of the Schemes as at March 31, 2026 and the certificate are disclosed on the website of the Company at www.niyogin.com.

12. NON-CONVERTIBLE DEBENTURES (NCDs)

The Company had issued and allotted the following NCDs during the year:

(a) 20,000 Listed, Rated, Senior, Secured, Transferable,

Redeemable, Taxable, NCDs of Face value

?10,000/- (Rupees Ten Thousand only) aggregating to ?20,00,00,000/- (Rupees Twenty Crores Only) on a private placement basis on July 17, 2025.

(b) 25,000 Listed, Rated, Senior, Secured, Transferable,

Redeemable, Taxable, NCDs of Face value

?10,000/- (Rupees Ten Thousand only) aggregating to ?25,00,00,000/- (Rupees Twenty Five Crores Only) on a private placement basis on March 17, 2026.

These NCDs were listed on BSE Limited on July 18, 2025 and March 18, 2026 respectively.

13. DEPOSITORY SYSTEM

The Companys equity shares are compulsorily tradable in electronic form. As on March 31, 2026, 99.95% of the Companys listed paid-up capital representing 11,11,94,626 equity shares were in dematerialized form.

14. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Report on Corporate Governance and Management Discussion and Analysis report (“MDA”) includes highlights of business-wise details and forms part of this Annual Report. The MDA also contains details of the Companys risk management framework, including the development and implementation of risk management policy and the key risks faced by the Company.

The Report on Corporate Governance also contains details required to be disclosed including the composition and category of Directors, number of meetings of the Board, composition of the various committees, annual board evaluation, remuneration policy, criteria for Board nomination and senior management appointment, whistle blower policy/vigil mechanism, disclosure of relationships between Directors inter-se and other related matters.

The Managing Director and the Chief Financial Officer have submitted a compliance certificate to the Board in respect of the financial statements and other matters, as required under regulation 17(8) of the SEBI Listing Regulations.

15. DIRECTORS

As on March 31, 2026, the Company has eight Directors including one-woman Director.

The Board comprises of seven Non-Executive Directors, out of which five are Independent Directors.

Mr. Nitin Jaiswal was appointed as an Additional Director in the capacity of an Independent Director of the Company for a term of 5 years commencing from August 09, 2025 upto August 08, 2030. This appointment

of Mr. Nitin Jaiswal as an Independent Director was approved by the shareholders at the 37^th AGM held on September 17, 2025.

In accordance with Section 152 and other applicable provisions of Act, Mr. Gaurav Makarand Patankar (DIN: 02640421), Non-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 reappointment along with other required details forms part of the Notice. The Nomination and Remuneration Committee and the Board commends his re-appointment.

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 and reimbursement of expenses, if any.

Declaration from Independent Directors

All the Independent Directors (IDs) have submitted their declarations of independence, as required pursuant to section 149(7) of the Act, confirming that they meet the criteria of independence as provided under section 149(6) of the Act. In the opinion of the Board, the IDs fulfill the conditions specified in the Act and the rules made thereunder for appointment as IDs including integrity, expertise, experience and proficiency and confirm that they are independent of the management. All the IDs of the Company have registered their names in the data bank of IDs and have completed the online proficiency self-assessment test within the timeline notified by the Ministry of Corporate Affairs (MCA).

16. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, Mr. Tashwinder Harjap Singh, Managing Director & Chief Executive Officer, Mr. Abhishek Thakkar, Chief Financial Officer and Ms. Neha Kshitij Daruka, Company Secretary are the whole-time key managerial personnel of the Company as at the date of this report.

17. NUMBER OF MEETINGS OF THE BOARD

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

18. ANNUAL EVALUATION

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. 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 Report on Corporate Governance.

19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

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

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Act, the Company was not required to incur any expenditure towards CSR activities during the year.

The Company has adopted the Policy on Corporate Social Responsibility, which is available on the Companys website at https://docs-aws.niyogin.com/wp-content/ uploads/2022/01/Corporate-Social-Responsibility- Policy.pdf

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

21. INTERNAL FINANCIAL CONTROLS

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 various levels. The internal financial controls with reference to the financial statements were tested and reported adequate.

22. AUDIT COMMITTEE

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

23. AUDITORS

M/s Pijush Gupta & Co., Chartered Accountants (ICAI Firm Registration No. 309015E) were appointed as the Statutory Auditors of the Company at the 33^rd Annual General Meeting held on September 17, 2021 for a term of 5 years commencing from the conclusion of 33^rd Annual

General Meeting till the conclusion of the 38^th Annual General Meeting of the Company. The Audit Committee and the Board of Directors have recommended their reappointment for the second consecutive term of five years, to hold office from the conclusion of the ensuing 38^th Annual General Meeting until the conclusion of 43^rd Annual General Meeting to be held in the year 2031, subject to approval of the members in the ensuing Annual General Meeting of the Company.

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

Auditors report

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.

24. SECRETARIAL AUDIT

M/s Mitesh Shah & Co., Company Secretaries (Firm Registration Number P2025MH104700) are the secretarial auditors of the Company. They were appointed as the secretarial auditors at the 37^th Annual General Meeting held on September 17, 2025 for a term of 5 years commencing from FY 2025-26 till FY 2029-30. The Secretarial Audit Report forms part of this report and does not contain any qualification, reservation, adverse remark or any disclaimer.

The Secretarial Audit Report of Iserveu Technology Private Limited and Investdirect Capital Services Private Limited, material subsidiaries of the Company forms part of this report and does not contain any qualification, reservation, adverse remark or any disclaimer.

25. RISK MANAGEMENT

The Board of Directors of the Company have approved various policies including Credit risk management policy, Fraud risk management policy, a comprehensive framework for Liquidity Risk Management to identify, assess, and monitor risks, with the aim of strengthening risk controls and mitigation processes.

The Risk Management Committee constituted by the Board periodically reviews the risk assessment, risk metrics, and mitigation measures to ensure structured oversight of risk.

The Audit Committee constituted by the Board periodically reviews internal controls, financial reporting, compliance to ensure the accountability of the functions.

26. WHISTLE BLOWER POLICY/VIGIL MECHANISM

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 Companys website at https://docs-aws.niyogin.com/wp-content/ uploads/2022/01/vigil mechanism whistle blower policy-1.pdf

27. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

Being an NBFC, the Company is exempt from the disclosure requirements relating to particulars of loans given, guarantees given and security provided under the provisions of section 186(11) of the Act. With regard to investments made by the Company, the details of the same is provided under Note 8 in the standalone financial statements and Note 8 in the consolidated financial statements of the Company for the financial year ended March 31, 2026.

28. RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions with related parties that were entered into during the financial year were in the ordinary course of business and on an arms 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. Accordingly, there were no contracts or arrangements entered into with related parties during the year that are required to be disclosed under sections 188(1) and 134(h) of the Act in form AOC-2. An omnibus approval of the Audit Committee was obtained at the beginning of the financial year for the transactions proposed to be entered into by the Company with related parties including any unforeseen transactions up to ?1 crore per transaction per party. The disclosures required under the Industry Standards on “Minimum information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions” (as amended from time to time), were duly provided to the Audit Committee. The transactions entered into pursuant to the approval so granted were placed before the Audit Committee for its review on a quarterly basis.

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 except as mentioned in the Note no. 39 of the standalone financials and Note no. 43 in consolidated financials of the Company for the financial year ended March 31, 2026.

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-aws.niyogin.com/wp-content/uploads/2022/01/ Related-Party-Transaction-Policy-1.pdf.

29. ANNUAL RETURN

In accordance with sections 134(3)(a) and 92(3) of the Act, the annual return in form MGT-7 is placed on the website of the Company and is available on the weblink: https:// docs-aws.niyogin.com/wp-content/uploads/2022/04/ Draft-Annual-Return-2025-26.pdf.

30. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as an Annexure to this Report.

In accordance with section 136 of the Act, the financial statements are being sent to the members and others entitled thereto. The statement prescribed under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available for inspection of the shareholders at the ensuing Annual General Meeting. Any member interested in obtaining a copy, may send an e-mail at investorrelations@niyogin.in in this regard.

31. DISCLOSURE OF REMUNERATION

The disclosure with respect to remuneration section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and forms part of this report.

32. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 34(2)(f) of SEBI Listing Regulations inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization shall include a Business Responsibility and Sustainability Report on the environmental, social and governance disclosures. As on March 31, 2026, the Company is not amongst top 1000 listed entities, hence this is not applicable.

33. DEPOSITS FROM PUBLIC

Your Company is a non-deposit taking NBFC. The Company does not hold or accept deposits as at the date of balance sheet.

34. INFORMATION AS PER SECTION 134(3) (m) OF THE ACT

During the year under review, the Company had no major impact on account of conservation of energy or technology absorption. Foreign currency expenditure/ remittances amounting to ?12,75,000/- towards payment of sitting fees, travel and other professional charges were incurred during the year under review. The Company does not have any foreign exchange earnings.

35. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

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 Companys 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 Companys website and the weblink for the same is https://docs-aws.niyogin. com/wp-content/uploads/2022/01/niyogin board familiarisation programme-4.pdf.

36. DIRECTORS RESPONSIBILITY STATEMENT

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, 2026, 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 the financial year ended March 31, 2026;

(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 during the year ended March 31, 2026; and

(f) proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively during the year ended March 31, 2026.

37. REQUIREMENT FOR MAINTENANCE OF COST RECORDS

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

38. INTERNAL COMPLAINTS COMMITTEE

The Company has in place a policy for the prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“POSH Act”). The Company has complied with the provisions relating to constitution of Internal Complaints Committee (“ICC”) under the POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees including trainees or any person so employed at the workplace by any other such name are covered under this policy. During the year, the Company conducted awareness for employees on the POSH Act. The policy is available on the Companys website.

There was no case reported during the year under review as detailed below:

a) Number of complaints sexual harassment received in the year: Nil

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

c) Number of cases pending for more than ninety days: Nil

39. OTHER STATUTORY DISCLOSURES

• No fraud was reported by the auditors of the Company under section 143 (12) of the Act, read with Companies (Audit and Auditors) Rules, 2014 during FY 2026 requiring disclosure in the Boards report.

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

• The Cash Flow Statement for FY 2026 is attached to the Balance Sheet.

• 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.

• There were no significant or material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company or its future operations.

• During the year ended March 31, 2026, 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 onetime settlement with banks or financial institutions.

• The Company has complied with the relevant provisions relating to the Maternity Benefit Act, 1961.

40. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has 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.

41. ACKNOWLEDGEMENT

The Directors places its gratitude and appreciation for the support and co-operation from its members and various regulators.

The Directors also place on record their appreciation for the valuable contribution made by the employees of the Company to the Companys operations during the year under review.

	Amit Vijay Rajpal
Place: London	Chairman
Date: August 13, 2026	DIN:07557866