1. BACKGROUND

Niyogin Fintech Limited (formerly known as M3 Global Finance limited) (the ‘Company’) is registered as a Non-Banking Financial Company (‘NBFC’) and holds a Certificate of Registration number B-13.02061 dated 30 December 2013 issued by Reserve Bank of India (‘RBI’). During the year, the Company has changed its name from M3 Global Finance Limited to Niyogin Fintech Limited. RBI granted a new Certificate of Registration dated 29 May 2017 pursuant to the change in of name. The Company is a non-deposit taking non-systemically important Non-Banking Financial Company (‘NBFC-ND-NSI’) and is in the business of providing loans to small enterprises.

TERMS/RIGHTS ATTACHED TO EQUITY SHARES

Equity shares : The Company has one class of equity shares having a face value of Rs. 10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

TERMS/RIGHTS ATTACHED TO PREFERENCE SHARES

Compulsorily Convertible Non-Cumulative Preference shares (“CCPS”) are convertible into one equity share of the Company of face value of Rs. 10 each. The CCPS holders have a right to receive dividend, prior to the equity shareholders.The dividends on the CCPS will be paid @ 0.001% on a non cummulative basis. In the event of liquidation, the preference shareholders will carry a preferential right over the holder of equity shares for payment of dividend and for payment of capital, in proportion to their shareholding. The CCPS holders enjoy such voting rights as available to them under the Companies Act, 2013. The CCPS shall be converted into equity shares at the option of the CCPS holders on or before 2 September 2018.

There is no holding company or ultimate holding company of the Company and hence details related to shares held by them,their subsidiaries or associates have not been provided.

2 POST-EMPLOYMENT BENEFIT PLANS

The disclosure required as per Accounting Standard-15 ‘Employee Benefits’ is as follows:

DEFINED CONTRIBUTION PLAN

The Company recognised a charge of Rs. 25.43 Lakh (Previous year Nil) towards provident fund contribution in the Statement of Profit and Loss during the current year.

DEFINED BENEFITS PLAN - GRATUITY

Reconciliation of Benefit Obligations and plan assets

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.The above information is certified by actuary.

Since the Company has not funded its gratuity liability there are no returns on the planned assets and hence the details related to changes in fair value of assets have not been given.

3 SEGMENT REPORTING

The Company is primarily engaged in the business of financing and it operates in a single geographical segment within India, and hence there is no reportable segment required to be given as per Accounting Standard - 17 ‘Segmental Reporting’.

4 OPERATING LEASES

The Company’s leasing arrangements are in respect of operating leases for tablets and leasehold pemises which are renewable on mutual consent at agreed terms.

The aggregate lease rentals payable are charged to the Statement of Profit and Loss.

5 UNHEDGED FOREIGN CURRENCY EXPOSURE

The Company has not entered into any derivative transactions during the financial year. The following foreign currency exposures have not been hedged by derivative instrument or otherwise at the balance sheet date. The un-hedged foreign currency exposure as on 31 March 2018 is given below:

The Company has not recognised net deferred tax assets as at 31 March 2018 in the absence of virtual certainity that sufficient taxable income will be available in future years against which such deferred tax assets can be realised. Deferred tax assets on timing differences which are expected to reverse in one or more subsequent periods have been recognised to the extent there is a deferred tax liabilty as at the balance sheet date.

6 Under the Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED’), the following disclosure is made based on the information and records available with the Company in respect of the Micro, Small and Medium Enterprises who have registered with the competent authorities

7 CAPITAL COMMITMENTS AND CONTINGENT LIABILITIES

(i) There are no contingent liabilities as at 31 March 2018 (Previous year: Nil).

(ii) commitments :

Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 11.40 lakh (March 31, 2017: Nil).

- Tangible assets: Nil (Previous year : Nil)

- Intangible assets: 11.40 lakhs (Previous year : Nil)

8 The Company has not accepted deposits within the meaning of ‘Public Deposits’ as defined in the prudential norms issued by the RBI.

9 In accordance with the RBI notification No. DNBS.PD.CC. No. 256 /03.10.042 / 2011-12 dated March 2, 2012, no fraud was detected and reported during the financial year ended 31 March 2018 (Previous year : Nil).

10 In accordance with the RBI notification No. DNBS.CC.PD.No.253/03.10.01/2011-12 dated December 26, 2011, the Company did not enter into any credit default swaps during the year ended 31 March 2018 (Previous year : Nil).

11 In accordance with the RBI notification No. DNBS.CC.PD.No.265/03.10.01/2011-12 dated March 21, 2012, the Company has not lent against gold jewellery during the year ended 31 March 2018 (Previous year : Nil).

12 ADDITIONAL NBFC DISCLOSURES

As per RBI Master Direction DNBR. PD. 007/03.10.119/2016-17 dated September 1, 2016, additional disclosures are required in the Annual Financial Statements as follows:

Notes:

1 As defined in Paragraph 2(1) (xii) of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 1998.

2 Provisioning norms shall be applicable as prescribed in the as per RBI Master Direction DNBR. PD. 007/03.10.119/2016-17 dated September 1, 2016

3 All Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 issued by the Central Government, are applicable including for valuation of investments and other assets and including assets acquired in satisfaction of debt. However, market value in respect of quoted investments and break up/fair value/NAV in respect of unquoted investments are disclosed irrespective of whether they are classified as long term or current in point (4) above.

4 Excludes loan against financial assets.

13 1. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30 December 2016 have not been made since they do not pertain to the financial year ended 31 March 2018.

2 During the year ended 31 March 2017, the Company had specified bank notes or other denomination notes as defined in the MCA notification G.S.R. 308(E) dated 31 March 2017 on the details of Specified Bank Notes (SBN) held and transaction during the period from 8 November 2016 to 30 December 2016. The denomination wise SBNs and other notes as per the notification is given below:

14 Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year’s classification / disclosure.