Nikki Global Finance Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Dear Shareholders, we are pleased to share the 39th Annual Report, including the Audited Financial Statements for the financial year ended 31st March, 2025.

FINANCIAL RESULTS

Financial Results of the Company for the year under review, along with figures for the previous year, are as follows:

Amount in (Rs.)
Particulars	2024-25	2023-24
Total Income	1,441,371	1,620
Total Expenses	1,779,103	1,483,046
Profit (Loss) before Depreciation and Tax (PBT)	(328,977)	(14,57,660)
Less: Depreciation	8,755	23,766
Profit (Loss) before Tax	(337,732)	(1,481,426)
Less: Provision for taxation (including deferred tax)	233	(19,186)
Profit/ (Loss) after Tax (PAT)	(3,37,965)	(1,462,240)
EPS	(0.10)	(0.43)

DEPOSITS

The Company has not accepted any deposit from the public/shareholders in accordance with Sections 73 & 76 of the Companies Act, 2013, and, as such, no amount on account of principal or interest on public deposits was outstanding on the date of the Balance Sheet.

DIVIDEND

Under the Company's financial strategy, the Board of Directors does not recommend any dividend for the year under review.

CHANGES IN SHARE CAPITAL

During the year under review, there has been no change in Share Capital.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS

The particulars of loans or guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are not applicable to the company as it is engaged in the business of Non-Banking Financial activities.

During the year, there has been no change in investments of the Company, and the changes in loans or guarantees have been disclosed in the financial statements.

STATE OF THE COMPANY'S AFFAIRS AND NATURE OF BUSINESS

The company's total income during the year under review increased from Rs. 1,620 in the previous financial year to Rs. 1,441,371 in the current financial year, reflecting the better future ahead. Furthermore, there has been no change in the nature of the Company's business during the year.

TRANSFER TO RESERVES:

Due to losses incurred during the year, no amount was transferred to Reserves.

MATERIAL CHANGES AND COMMITMENTS

After the end of the financial year till the date of this report, the Company has shifted its Registered Office with the state from 3rd Floor, Eastern and Central Wing, 124 Thapar House, Janpath, New Delhi-110001 to 215, Delhi Chambers, Delhi Gate, New Delhi-110002 with effect from 25.04.2025. The necessary filings and compliances under the Companies Act, 2013, and applicable stock exchange regulations have been duly completed.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has implemented an Internal Control System that is adequate and appropriate for its size, nature, and operational complexity. The Internal Auditors operate within the framework prescribed by the Companies Act, 2013, and the associated rules. To ensure independence and impartiality, the Internal Audit function reports directly to the Chairman of the Audit Committee and the Managing Director.

The Internal Auditor reviews the effectiveness and adequacy of internal controls, as well as compliance with established operating procedures, accounting policies, and corporate guidelines. Based on audit findings, the respective process owners initiate corrective measures to strengthen the internal control framework. Key audit observations and corrective actions are regularly presented to the Audit Committee for review.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Composition:

The Board of Directors comprises professionals with wide experience and skills. As of the date of this report, the Board comprises the following Directors and Key Managerial Personnel's:

Sr. No.	NAME OF DIRECTOR/ KMP	DIN/PAN	DESIGNATION
1.	Rajesh Kumar Pandey	09745776	Managing Director
2.	Shashwat Agarwal	00122799	Non-Executive Non-Independent Director
3.	RahulBahukhandi	07845565	Chairman & Non-Executive Director
4.	Gyan Singh	07385171	Independent Director
5.	Yugank Gadi	10734950	Independent Director
6.	Sushila Aggarwal	10918000	Independent Director
7.	Kaushal Saxena	CXJPS6423F	Company Secretary
8.	Gaya Prasad Gupta	AFUPG4207L	Chief Financial Officer (CFO)

2. Change in Directors and Key Managerial Personnel

a) Mr. Vibhor Sahgal (DIN: 10160645) resigned from the Directorship of the company w.e.f 03.06.2024, which was duly accepted in a board meeting held on 03.06.2024. He has further stated in his resignation letter that there are no other material reasons other than those provided in the letter, which was duly filed on the portal of BSE within the prescribed time.

b)    Mr. Yugank Gadi (DIN: 10734950) was appointed as an independent director of the Company in a duly held AGM on 20.09.2024 to hold the office for a term up to five consecutive years commencing from 20.08.2024.

c)    Ms. Meghna Bansal, Membership No.: A43430, was appointed as the Company Secretary and Compliance Officer of the Company in the Board Meeting held on 25.04.2024, to fill the vacancy caused due to the resignation of Ms. Disha Bajpai. Her appointment is effective from 25th April, 2024.

d)    Ms. Sushila Aggarwal (DIN: 10918000) was appointed as an Additional Director (Non-Executive Independent Director), as per the recommendation of the Nomination and Remuneration Committee, which was considered and approved in the board meeting duly held on 27.01.2025.

e)    Subsequent to the closure of the financial year, Ms. Kavita Awasthi (DIN: 03106803) ceased to hold office as an Independent Director of the Company with effect from 03 April 2025, upon completion of her second term of five consecutive years, in accordance with the provisions of the Companies Act, 2013 and applicable regulations.

f)    Mr. Sharad Pal, Chief Financial Officer, also tendered his resignation during the year. The Board expressed its gratitude for his services and contribution to the Company. Following his resignation, Mr. Gaya Prashad Gupta was appointed as the Chief Financial Officer with effect from 4.07. 2025.

g)    Ms. Meghna Bansal, Company Secretary and Compliance Officer, resigned from her position. The Board placed on record its appreciation for her valuable contribution during her tenure. Pursuant to her resignation, Mr. Kaushal Saxena (Membership No.: F10423) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 17.07.2025.

h)    In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Rules framed thereunder, Mr. Shashwat Agarwal (DIN: 00122799) retires by rotation and, being eligible, offers himself for re-appointment. Your directors recommend his re-appointment.

Subject to the provisions of the Companies Act, 2013, read with rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board ofDirectors of the Company has an optimum constitution.

3. Declaration by the Independent Directors of the Company:

Pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16 of SEBI (LODR) Regulations, 2015, Every Independent Director, at the first meeting of the Board in which he participates as a director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided.

The Company has received necessary declarations from all its Independent Directors affirming their independence. The Board confirms that there has been no change in the status or circumstances affecting their independence during the financial year.

Further, as required under Regulation 36 of the SEBI (LODR) Regulations, 2015, requisite details of Directors proposed for appointment or re-appointment are included in the Notice convening the Annual General Meeting.

BOARD, COMMITTEE, AND GENERAL MEETINGS i) Board Meetings:

The Board of Directors of the Company met 6 (Six) times during this financial year 2024-2025. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. These meetings were held on 25-04-2024, 29-05-2024, 03-06-2024, 07-08-2024, 21-10-2024 & 27-01-2025. Details of the Director's attendance and other particulars are given below:

Director	Designation	No. of Board Meetings held	No. of Board Meeting attended	Last AGM Attendance (Yes/No)	Number of Memberships on the Boards of other public companies
Shashwat Agarwal	Non-Executive Non-Independent Director	6	6	Yes	1
Kavita Awasthi	Non-Executive -Independent Director	6	6	Yes	2
Rajesh Kumar Pandey	Executive Director, Chairperson, MD	6	6	Yes	0
Gyan Singh	Non-Executive -Independent Director	6	6	Yes	3
RahulBahukhandi	Non-Executive Director	6	6	Yes	2
*Yugank Gadi	Non-Executive -Independent Director	6	2	Yes	2
*Sushila Aggarwal	Non-Executive Independent Director	6	1	No	3
*Vibhor Sahgal	Executive Director	6	3	No	0

*During the financial year under review, Mr. Yugank Gadi was appointed as a Non-Executive Independent Director in the Annual General Meeting held on 20.09.2024. Ms. Sushila Aggarwal joined the Board as a Non-Executive Independent Director on 27.01.2025. With effect from 03.06.2024, Mr. Vibhor Sahgal stepped down from the role of Executive Director.

ii) COMMITTEES OF THE BOARD:

1) Audit Committee:

The Company has in place a duly constituted Audit Committee in line with the provisions of Section 177 of the Companies Act 2013, read with Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has also established a vigilance mechanism for Directors and employees to report to management concerns about unethical behavior, actual or suspected fraud.

Members	Designation	Meeting Held	Meeting Attended
Mr. Yugank Gadi	Chairman, Non-Executive Independent Director	4	2
Mr. Gyan Singh	Member, Independent Director	4	4
Mrs. Kavita Awasthi	Member, Non-Executive Independent Director	4	4
Mr. Shashwat Agarwal	Member, Non-Executive Non-Independent Director	4	4
Ms. Sushila Aggarwal	Member, Non-Executive Independent Director	4	0

*Mrs. Kavita Awasthi ceased to be a member due to the completion of her second term as an Independent Director on 03.04.2025, and Mr. Yugank Gadi and Ms. Sushila Aggarwal were admitted to the Committee on 20.09.2024 and 27.01.2025, respectively.

The Company has in place a duly constituted Nomination & Remuneration Committee in line with the provisions of Section 178 of the Companies Act, 2013, read with Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee is responsible for identifying individuals qualified for appointment as Directors and for senior management positions, in accordance with the criteria defined by the Company.

Members	Designation	Meeting Held	Meeting Attended
*Mrs. Kavita Awasthi	Chairman, Independent Director	2	2
Mr. Shashwat Agarwal	Member, Non-Executive Non-Independent Director	2	2
Mr. Yugank Gadi	Member, Non-Executive Independent Director	2	1
**Ms. Sushila Aggarwal	Chairman, Non-Executive Independent Director	2	0
Mr. Gyan Singh	Member, Non-Executive Independent Director	2	2

*Mrs. Kavita Awasthi ceased to be a member due to the completion of her second term as an Independent Director on 03.04.2025, and Mr. Yugank Gadi and Ms. Sushila Aggarwal were admitted to the Committee on 20.09.2024 and 27.01.2025, respectively.

**Further, Ms. Sushila Aggarwal was appointed as the chairman of the Nomination and Remuneration Committee.

The Stakeholders Relationship Committee has been constituted in line with the provisions of Section 178 of the Companies Act, 2013, read with Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee has been constituted to specially look into Shareholders' grievances such as transfer, de-materialization-related matters. The Committee has also been vested with the power to approve transfer/transmission, issue of new or duplicate certificates, sub-divisions of shares or split of shares, and all other related matters of shares. There were no complaints pending as of 31.03.2025.

Members	Designation	Meeting Held	Meeting Attended
*Mrs. Kavita Awasthi	Chairman, Independent Director	1	1
Mr. Shashwat Agarwal	Member, Non-Executive NonIndependent Director	1	1
Mr. Gyan Singh	Member, Non-Executive Independent Director	1	1
Mr. Yugank Gadi	Member, Non-Executive Independent Director	1	0
**Ms. Sushila Aggarwal	Chairman, Non-Executive Independent Director	1	0

*Mrs. Kavita Awasthi ceased to be a member due to the completion of her second term as an Independent Director on 03.04.2025, and Mr. Yugank Gadi and Ms. Sushila Aggarwal were admitted to the Committee on 20.09.2024 and 27.01.2025, respectively.

**Further, Ms. Sushila Aggarwal was appointed as the chairman of the Stakeholder Relationship Committee.

Ms. Meghna Bansal, the Company Secretary cum Compliance Officer of the Company, provided secretarial support to the committees during the year.

M/s V. Agnihotri & Associates, Practicing Company Secretaries, Kanpur, is conducting the Reconciliation of Share Capital Audit Report of the Company.

INDEPENDENT DIRECTORS' MEETINGS:

In accordance with the provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 27th January 2025, without the presence of Non-Independent Directors and members of the Management.

During the meeting, the Independent Directors:

•    Reviewed the performance of Non-Independent Directors and the Board as a whole.

•    Evaluated the performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors.

•    Assessed the quality, quantity, and timeliness of information flow between the Management and the Board, which is essential for the Board to discharge its responsibilities effectively.

The Independent Directors expressed satisfaction with the overall functioning and effectiveness of the Board and its Committees.

BOARD EVALUATION

The Board of Directors has undertaken an annual performance evaluation of the Board, its committees, and individual Directors in accordance with the provisions of the Companies Act, 2013, read with the applicable rules, and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The evaluation of the Board was carried out by obtaining feedback from all Directors, based on parameters such as Board composition, structure, the effectiveness of Board processes, the quality of information provided, and overall functioning.

The functioning of the Committees was assessed based on their composition, frequency, and effectiveness of meetings, and the contribution of committee members.

Further, the performance of individual Directors was evaluated jointly by the Board and the Nomination and Remuneration Committee (NRC), considering factors such as level of preparedness, constructive participation, and the value of inputs provided during meetings.

A separate meeting of the Independent Directors was also held, where the performance of the Board, Non-Independent Directors, and the Chairman was reviewed, considering inputs from both Executive and Non-Executive Directors. The outcomes of these evaluations were discussed in the subsequent Board Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a.    That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if

^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.

AUDITORS & AUDITOR'S REPORT

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 auditor's 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.

SECRETARIAL AUDITOR'S REPORT

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.

RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company during the financial year were conducted on an arm's 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 arm's 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.

CODE OF CONDUCT

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 Company's 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 Company's website at www.nikkiglobal.com. All Board Members and Senior Management personnel have affirmed compliance with the Code for the financial year under review.

SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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 Company's 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.

PREVENTION OF INSIDER TRADING

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 Company's securities by its directors and designated employees.

The Code mandates pre-clearance of trades in the Company's 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 RISK MANAGEMENT

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 Company's operations, performance, or growth. The Risk Management Strategy, as approved by the Board of Directors, is effectively implemented by the Company's Management and is reviewed periodically to adapt to the evolving business environment.

CORPORATE SOCIAL RESPONSIBILITY STATEMENT

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

STATEMENT OF PARTICULARS OF EMPLOYEES

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: -

S. No.	Requirement of Rule 5(1)	Disclosure
1	The ratio of remuneration of each director to the median remuneration of the employees for the financial year.	Mr. Rajesh Kumar Pandey (Managing Director) is drawing remuneration equivalent to 1 time of the median remuneration of employees/KMP.
2	Percentage increase in remuneration of each director, CFO, CEO, CS, or Manager in the financial year.	Percentage increase in remuneration of: a)    Directors: - N/A b)    MD: - Not Increased c)    CFO: - Not Increased d)    Company Secretary: -N/A

3	The percentage increase/ decrease	Â
Â	in the median remuneration of	N/A
Â	employees in the financial year.
4	The number of permanent Employees on the rolls of the Company	There were 3 employees on the rolls of the Company as on March 31, 2025.
5	Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year, i.e., 2024-2025, and their comparison with the percentile increase in the managerial remuneration and justification thereof, and point out if there are any exceptional circumstances for an increase in the managerial remuneration.	N/A
6	Affirmation that the remuneration	We affirm that the remuneration
Â	is as per the remuneration policy of	paid to employees and KMPs was
Â	the Company	based on theRemuneration Policy.

• 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.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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: -

[A]    Conservation Of Energy

•    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.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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.

[Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of subregulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date:]

[Provided further that once the corporate governance provisions as specified in regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital and the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive 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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS, OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN THE FUTURE

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

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143, IF ANY

There was no such reporting by the statutory auditors.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016

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.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS, ALONG WITH THE REASON THEREOF

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

MAINTENANCE OF COST RECORDS BY THE COMPANY

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

REGISTRATION OF INDEPENDENT DIRECTORS WITH INDEPENDENT DIRECTORS' DATA BANK

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.

PERSONNEL

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 Director's 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 WEB ADDRESS, WHERE THE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED

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.

WEBLINK OF FAMILIARIZATION PROGRAMME UNDERTAKEN FOR IDS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

INTERNAL FINANCIAL CONTROL

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.

MATERNITY BENEFIT:

Not applicable during the year under review.

ACKNOWLEDGEMENT

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.

---

Mar 31, 2024

Your directors have pleasure in presenting the 38^th Annual Report together with the Audited
Statement of Accounts for the year ended on 31^st March, 2024. The report also includes the
Management discussion and Analysis Report in accordance with the guidelines of Corporate
Governance.

1. FINANCIAL RESULTS:

Financial Results of the Company for the year under review along with figures for the
previous year are as follows:

Amount in (Rs.)

Particulars	2023-24	2022-23
Total Revenue	1,620	16,37,748.24
Total Expenses	1 ,45 9,280	13,90,009.86
Profit (Loss) before Depreciation and Tax	(14,57,660)	2,47,738.38
(PBT)
Less: Depreciation	23,766	12372.00
Profit (Loss) before Tax	(1,462,240)	2,35,366.38
Less: Provision for taxation (including	(19,186)	36,122.16
deferred tax)
Profit / (Loss) after Tax (PAT)	(1,462,240)	1,99,244.00
EPS (Basic)	(0.43)	0.06
Diluted	(0.43)	0.06

2. DEPOSITS:

The Company has not accepted any deposit from public/shareholders in accordance with

Section 73 & 76 of the Companies Act, 2013 and, as such, no amount on account of principal
or interest on public deposits was outstanding on the date of the Balance Sheet.

3. DIVIDEND:

In order to plough back the funds of the Company, the Board of Directors does not
recommend any dividend.

4. CHANGES IN SHARE CAPITAL:

During the year under review, there has been no change in Share Capital.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The particulars of loans or guarantees and investments covered under the provisions of
Section 186 of the Companies Act, 2013 are not applicable to the company as it is engaged
in the business of Non-Banking Financial activities.

During the year, there has been no change in investments of the Company and the changes
in loans or guarantees have been disclosed in financial statements.

6. STATE OF THE COMPANY’S AFFAIRS AND NATURE OF BUSINESS:

That the company’s sale turnover during the year under review has dropped from
Rs.16,37,748.24 during the previous financial year to Rs. 1,620 in the current financial year.
Considering the massive decline the Company is strenuously working to identify the root
causes for such loss. Further, there has been no change in nature of business of the Company
during the year.

7. TRANSFER TO RESERVES:

Due to loss incurred during the year, no amount was transferred to Reserves.

8. MATERIAL CHANGES AND COMMITEMENTS:

There have been no material changes and commitments during the year.

9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Auditors is subject to
provisions of the Companies Act, 2013 and rules made thereunder. To maintain its
objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board and to the Managing Director.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company. Based on the report of internal audit function,
process owners undertake corrective action in their respective areas and thereby strengthen
the controls. Significant audit observations and recommendations along with corrective
actions thereon are presented to the Audit Committee of the Board.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Directors:

1. Mr. Rajesh Kumar Pandey (DIN: 09745776) retires by rotation and being eligible offers
himself for re-appointment. Your directors recommend his re-appointment.

2. Mr. Vibhor Sehgal resigned from the Directorship of the company w.e.f 03.06.2024
which was duly accepted in a board meeting held on 03.06.2024. He has further stated

in his resignation letter that there are no other material reasons other than those
provided in the letter which was duly filed on the portal of BSE within the prescribed
time.

3. Mr. Gyan Singh was appointed as an Additional Director of the Company in duly held
board meeting on 27.04.2023 and later his appointment was regularized as Non¬
Executive Independent Director, in the Annual General Meeting held on 21.09.2023.

4. Mr. Gaya Prasad Gupta resigned from the board w.e.f 27.04.2023 due to ill health.

5. Mr. Rahul Bahukhandi was appointed as an Additional Director of the Company in duly
held board meeting on 27.06.2023. Subsequently, in the Annual General Meeting held
on 21.09.2023 his appointment as Non-Executive Director and Chairman of the Board
of Directors of the Company was regularized.

Subject to the provisions of Companies Act, 2013 read with rules made thereunder and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company have an optimum constitution.

ii. Declaration by the Independent Directors of the Company:

Your Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under sub-section
(6) of Section 149 of the Companies Act, 2013 and under Regulation 16 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and there has been no change in the circumstances from last Financial Year which may
affect their status as Independent Director during theyear.

As required under Regulation 36 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the particulars of the
Directors proposed for appointment/re-appointment has been given in the Notice of the
Annual General Meeting.

iii. Key Managerial Personnel:

CS Meghna Bansal Membership No.: A43430 was appointed as the Company Secretary and
Compliance Officer in duly held board meeting dated 25.04.2024 to fill the vacancy
attributable to resignation of Disha Bajpai with effect from 25.04.2024. Subject to the
provisions of Companies Act, 2013 read with rules made thereunder and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, The Board ofDirectors of the
Company have an optimum constitution.

11. BOARD 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 Companies Act, 2013
read with rules made thereunder and under Regulation 16 of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the
Directors on the basis of the criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the
performance of the individual directors on the basis of the criteria such as the contribution
of the individual director to the Board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board as a whole and performance of the Chairman was

evaluated, taking into account the views of executive directors and non-executive directors.
The same was discussed in the board meeting that followed by the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.

12. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to thebest
of their knowledge and ability, state the following:

a. that in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if
any;

b. that directors have selected such accounting policies and applied consistently and
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 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 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.

13. AUDITORS & AUDITOR’S REPORT

M/s Srivastava S & Co. Chartered Accountants (lCAI Firm Registration No. 015187C)
Statutory Auditors of the company conducted the statutory audit of the Company for the
current financial year.

The auditor’s report for the Financial Year 2023-24 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.

14. SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made
thereunder, the Company had appointed Mr. Vaibhav Agnihotri Proprietor of M/s V.
Agnihotri & Associates, Practicing Company Secretaries, Kanpur to undertake the
Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit
Report for financial year 2023-24 is annexed, which forms part of this report as Annexure-
A. There is no remark or qualification by the secretarial auditor in the Secretarial Audit
report for the financial year 2023-24.

15. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year, if any wereon
arm’s length basis and were in the ordinary course of the business. Further, there were no
materially significant with the related party transactions during the year made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated
persons. All material contracts/arrangements made during the year, and all such
contracts/arrangements, were made in ordinary course of business and at arm’s length
basis and details of such transactions have been given in financial statements of the

Company and attached Annexure-B in FORM AOC-2.

Details of all such contracts/arrangements are available for inspection at the Registered
Office of the Company till ensuing Annual General Meeting and if any, member is interested
in inspecting the same, such member may write to the Company Secretary in advance.

16. CODE OF CONDUCT:

All the Members of the Board and all the employees of the Company have followed the policy
of Code of Conduct in the course of day-to-day business operations of the Company. The
Code has been placed on the Company’s website www.nikkiglobal.com. The Code lays down
the standard procedure of business conduct which is expected to befollowed by the Directors
and the designated employees in their business dealings and in particular on matters relating
to integrity in the work place, in business practices and in dealing with stakeholders. All the
Board Members and the Senior Management personnel have confirmed compliance with the
Code.

17. SUBSIDIARIES,. JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no Subsidiaries, Joint Ventures or Associate Companies.

18. DISCLOSURES:

Audit Committee:

The Audit Committee comprises of the following directors:

NAME OF COMMITTEE MEMBERS	CATEGORY	DESIGNATION
GYAN SINGH	Non-Executive - Independent Director, Chairperson,	Chairperson,

KAVITA AWASTHI	Non-Executive - Independent Director, Member,	Member
SHASHWAT AGARWAL	Non-Executive - Non Independent Director, Member,	Member

The Audit Committee played an important role during the year. It coordinated with the
Statutory Auditors, Internal Auditors and other key Managerial Personnel of the Company
and has rendered guidance in the areas of internal audit and control, finance and accounts.
All the recommendations made by the Audit Committee were accepted by the Board. Four
meetings of the Audit Committee were held during the year.

Stakeholders Relationship Committee:

The Stakeholders Relationship Committee comprises of the following directors:

NAME OF COMMITTEE MEMBERS	CATEGORY	DESIGNATION
KAVITA AWASTHI	Non-Executive - Independent Director, Chairperson,	Chairperson
GYAN SINGH	Non-Executive -Independent Director, Member,	Member
SHASHWAT AGARWAL	Non-Executive, Non¬ Independent, Director, Member,	Member

The Committee has met two times during the year, the Committee overlook the usual
requests received for Dematerialization, transfer/transmission of shares and resolved or
answered the complaints of members.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee recommends to the Board the suitability of
candidates for appointment as Key Managerial Personnel, Directors and the remuneration
packages payable to them and other employees. The Nomination and Remuneration met two
times during the year.

NAME OF COMMITTEE MEMBERS	CATEGORY	DESIGNATION
KAVITA AWASTHI	Non-Executive -Independent Director, Chairperson,	Chairperson
GYAN SINGH	Non-Executive - Independent Director, Member,	Member
SHASHWATAGARWAL	Non-Executive - Non Independent Director, Member,	Member

Vigil Mechanism / Whistle Blower Policy:

The Company is committed to the high standards of Corporate Governance and stakeholder
responsibility. The Company has established a vigil mechanism to be knownas the ‘Whistle
Blower Policy¹ for its Directors and employees, to report instances of unethical behavior,
actual or suspected, fraud or violation of the Company’s Code of Conduct. The aim of the
policy is to provide adequate safeguards against victimization ofwhistle blower who avails
of the mechanism and also provide direct access to the Chairman of the Audit Committee,
in appropriate or exceptional cases.

Accordingly, ‘Whistle Blower Policy’ has been formulated with a view to provide a
mechanism for the Directors and employees of the Company to approach the Ethics.

The purpose of this policy is to provide a framework to promote responsible and secure
whistle blowing. It protects employees willing to raise a concern about serious irregularities
within the Company.

19. NUMBER OF MEETINGS OF THE BOARD:

Eight meetings of the board were held during the year. For details of the meetings of the
board, please refer to the corporate governance report, which forms part of this report. The
intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013.

20. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the Company.
The Code requires pre-clearance for dealing in the Company’s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company. The
Board is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.

21. BUSINESS RISK MANAGEMENT:

The main identified risks at the Company are business operating risks. Your Company has
established a comprehensive business risk management policy to ensure the risk to the
Company’s continued existence as s going concern and to its development are identified and
addressed on timely basis. Risk management strategy as approved by theBoard of Directors
is implemented by the Company Management.

22. CORPORATE SOCIAL RESPONSIBILITY STATEMENT:

The provisions of Section 135 of the Companies Act, 2013, are not applicable onthe Company.

23. PARTICULARS PURSUANT TO SECTION 197(12) OF THE
COMPANIES ACT. 2013 READ WITH RULE 5 OF THE COMPANIES
(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014

STATEMENT OF PARTICULARS OF EMPLOYEES 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

Details pursuant to Rule 5(1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are as stated as under:-

S. No.	Requirement of Rule 5(1)	Disclosure
1	The ratio of remuneration of each director to the median remuneration of the employees for the financial year.	Mr. Rajesh Pandey (Managing Director) is drawing remuneration equivalent to 1.162 times of the median remuneration of employees/KMP.
2	Percentage increase in remuneration of each director, CFO, CEO, CS or Manager in the financial year.	Percentage increase in remuneration of: a) Directors:- N/A b) MD:- 100% c) CFO:- 140% d) Company Secretary:-N/A
3	The percentage increase/decreasein the median remuneration of employees in the financial year.	N/A
4	The number of permanent employees on the rolls of theCompany	There were 3 employees on the rolls of the Company as on March 31, 2024.

5	Average percentile increase already made in the salaries of employees other than the managerial personnel in the lastfinancial year i.e. 2021-2022 and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	N/A
6	Affirmation that the remuneration	We affirm that the remuneration paid
	is as per the remuneration policy ofthe	to employees and KMPs was based on
	Company	the Remuneration Policy.

A) Details of every employee of the Company as required pursuant to Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules,20i4>

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

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

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

B) 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.

24. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 27^th June 2023, without the attendance of Non¬
Independent Directors and members of the Management. The Independent Directors
reviewed the performance of non-independent directors and the Board as a whole; the
performance of the Chairman of the Company, taking into account the views of Executive
Directors and Non-Executive Directors and assessed the quality, quantity and timelinessof
flow of information between the Company Management and the Board that is necessary for
the Board to effectively and reasonably perform their duties.

25. ENERGY CONSERVATION. TECHNOLOGY ABSORPTION. FOREIGN
EXCHANGE EARNINGS AND OUTGO:

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:-

[A] CONSERVATION OF ENERGY

a) Energy Conservation Measures taken: The Company has taken all measures for
conservation of energy most economically.

b) The steps taken by the Company for utilizing alternate source of energy:- No such
steps have been taken by the Company.

c) The capital Investments on energy conservation equipment: - No such investment has
been made by the Company

d) Impact of measures at (a) above for energy conservation: -These measures have led to
consumption of energy more economically.

[B] TECHNOLOGY ABSORPTION:

Since there is no manufacturing activity in the Company hence the information under this
heading is not applicable to the Company.

[C] . FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the year, there were no Foreign Exchange earnings and outgo.

26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION
AND ANALYSIS REPORT:

Separate reports on Corporate Governance compliance and Management Discussion and
Analysis as required under Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 which forms part of this Annual Report along
with the Certificate from Statutory Auditors of the Company regarding compliance of the
conditions of Corporate Governance as stipulated in Chapter IV of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

In compliance with Corporate Governance requirements, your Company has formulated and
implemented a Code of Business Conduct and Ethics for all Board members and senior
management personnel of the Company, who have affirmed the compliance thereto.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

There were no such order passed by the Regulations or Courts or Tribunals which may
impact the going concern status and company’s operations in future.

28. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

There were no complaints received during the financial year 2023-24 and hence no complaint
is outstanding as on 31.03.2024 for redressal. Further Company ensures that there is a healthy
and safe atmosphere for every women employee at the workplace and made the necessary

policies for safe and secure environment for women employee.

29. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SUB-SECTION (12) OF SECTION 143, IF ANY:

There was no such reporting by the statutory auditors.

30. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING
UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

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.

31. DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH REASON THEREOF

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

32. MAINTENANCE OF COST RECORDS BY THE COMPANY:

The provision relating to maintenance of Cost Records by the Company is not applicableon
the Company.

33. REGISTRATION OF INDEPENDENT DIRECTORS WITH
INDEPENDENT DIRECTOR’S DATABANK

As per Companies (Appointment and Qualification of Directors) Fifth Amendment Rules,

2019, all existing and upcoming independent directors are required to apply to Indian
Institute of Corporate Affairs (IICA) for inclusion of their names with the Independent
Directors Databank.

All the Independent Directors namely Mrs. Kavita Awasthi and Mr. Gyan Singh have
registered themselves with the Independent Director''s Databank

34. PERSONNEL

a) The employees of the Company continue to render their full co-operation and support to
the Management. The Directors wish to place on records 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 Director''s Report for the year ended 31st March, 2024 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.

35. THE WEB ADDRESS,. WHERE ANNUAL RETURN REFERRED TO IN
SUB- SECTION (3) OF SECTION 92 HAS BEEN PLACED

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

36. WEBLINK OF FAMILIARIZATION PROGRAMME UNDERTAKEN
FOR IDS

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

37. ACKNOWLEDGEMENT:

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.

FOR NIKKI GLOBAL FINANCE LIMITED

Sd/- Sd/-

(Rajesh Kumar Pandey) (Shashwat Agarwal)

Managing Director Director

(DIN: 09745776) (DIN: 00122799)

Date: 07.08.2024
Place: New Delhi

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 29th Annual Report together with the Audited Statement of Accounts for the year ended on 31st March, 2015.

FINANCIAL RESULTS:

The financial results of the Company are fairly reasonable:-

Particulars 31.03.2015 31.03.2014 (Rs. In Lacs) (Rs. In Lacs)

Profit / (Loss) before (31.23) 1.76

Depreciation and Tax

Less / Add: Depreciation 0.09 0.09

Profit/(Loss) before Tax (31.33) L67

Profit/(Loss) after Tax (31.33) 1.30

RESERVES:

Due to losses, any amount could not be transferred to reserves.

DIVIDEND:

Due to accumulated losses, your directors regret their inability to recommend any dividend.

DEPOSITS:

The Company has no public deposits as of date and will not accept any deposits without prior approval of the Statutory Authorities concerned.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year, Company has not given any guarantee or made investments as covered under Section 186 of the Companies Act, Details of loans given has been shown in financial statements.

MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of your Company have occurred between April 1,2015 and the date of signing of this Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Auditors is subject to provisions of the Companies Act, 2013 and rules made thereunder. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board & to the Managing Director.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Ashesh Agarwal retires by rotation and being eligible offers himself for re-appointment. Your Directors recommend his reappointment.

During the year, the Board of Directors appointed Mrs. Kavita Awasthi as an Additional Director with effect from 26th March, 2015, to hold office up to the date of forthcoming Annual General Meeting. Being eligible, Mrs. Kavita Awasthi offered herself to be appointed as the Independent Woman Director of your Company.

Pursuant to the provisions of Section 149 of the Act, which came into effect from 1st April, 2014, Mr. Manoj Kumar, Mr. Subodh Agarwal, Mr. Gaya Prasad Gupta, Mr. Sanjay Tandon and Mr. Govind Das Agarwal were appointed as Independent Directors at the Annual General Meeting of the Company held on 29th September, 2014, Mr. Govind Das Agarwal has resigned from directorship during the current financial year 2015-16. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges and there has been no change in the circumstances which may affect their status as Independent Director during the year.

As required under Clause 49 of the Listing Agreement with the Stock Exchange, the information on the particulars of the Directors proposed for appointment/ re-appointment has been given in the Notice of the Annual General Meeting.

The Board of Directors at their meeting held on 31.07.2015 re-appointed Mr. Ashesh Agarwal as Managing Director for a period of 3 years effective from 1st September, 2015 to 31st August, 2018 subject to the approval of the members of the Company whose tenure of office as Managing Director was due to expire on 31.08.2015 as per his earlier terms of appointment.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 4th September, 2015 recommended and approved monthly remuneration paid or payable to Mr. Ashesh Agarwal, Managing Director of the Company subject to the approval of members of the Company at the forthcoming Annual General Meeting of the Company.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Key Managerial Personnel were formalized during the financial year 2014-15. There has been change (s) in Key Managerial Personnel during the current financial year 2015-16 due to resignation(s). *

BOARD 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 the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

NUMBER OF MEETINGS OF THE BOARD:

Ten meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a. that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the loss of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f. that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s J Agarwal & Associates, Chartered Accountants (ICAI Firm Registration No. 002601C), were appointed as statutory auditors of the Company from the conclusion of the twenty eight annual general meeting (AGM) of the Company held on September 29, 2014 till the conclusion of the thirty first annual general meeting (AGM) to be held in the year 2017, subject to ratification of their appointment at every AGM.

The Company has received a letter from statutory auditors to the effect that their re-appointment, if made, would be within the provision prescribed under Section 139 of the Companies Act, 2013. Your Directors recommend their re-appointment.

The auditor's report does not contain any qualifications, reservations or adverse remarks & 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.

SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company had appointed Mr. Pushp Raj Singh, Practising Company Secretary to undertake the Secretarial Audit of the Company but due to resignation tendered by Mr. Pushp Raj Singh, Company appointed another Secretarial Auditor. The Secretarial Audit Report for financial year 2014-15 is annexed, which forms part of this report as Annexure-A. There were no qualifications, reservation or adverse remarks given by Secretarial Auditor of the Company.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 are annexed to this Report as Annexure-B.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been placed on the Company's website www.nikkiglobal.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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 behaviour, actual or suspected, fraud or violation of the Company's Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases.

Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any, member is interested in inspecting the same, such member may write to the Company Secretary in advance.

AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

INDEPENDENT DIRECTOR'S MEETING:

The Independent Directors met on 26th March, 2015, without the attendance of NonIndependent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: NIL

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by Clause 49 of the Listing Agreement forms part of this Annual Report along with the required Certificate from Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

In compliance with Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

ACKNOWLEDGEMENTS:

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.

FOR NIKKI GLOBAL FINANCE LIMITED

Place: New Delhi (Ashesh Agarwal) (Gaya Prasha Gupta) Date: 04.09.2015 Managing Director Director DIN: 02319026 DIN: 00335302

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Eight Annual Report together with Audited Accounts for the year ended on 31st March, 2014.

1. FINANCIAL RESULTS: -

Particulars 31.03.2014 31.03.2013 (Rs. In Lacs) (Rs. In Lacs)

Profit / (Loss) before 1.76 1.34 Depreciation and Tax

Less / Add: Depreciation 0.09 0.14

Profit / (Loss) before Tax 1.67 1.20

Profit / (Loss) after Tax 1.30 0.94

2. Dividend:

Due to accumulated losses, your directors regret their inability to recommend any dividend.

3. Director''s Responsibility:

Your Directors state herewith a Director''s Responsibility Statement indicating therein:

a) That in the preparation of the annual accounts for the financial year ended on 31st March, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

c) That.the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

4. Directors:

In accordance with the provisions of the Companies Act, 1956, Mr. Shashwat Agarwal, Director of the Company will retire at the ensuing Annual General Meeting and he, being eligible, has offered himself for re-appointment.

5. Auditors:

M/s J Agarwal & Associates, Chartered Accountants (ICAI Firm Registration No. 002601C), who are the statutory auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to examine and audit the accounts of the Company for three years to hold office from the conclusion of this AGM till the conclusion of the thirty first AGM of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM. M/s J Agarwal & Associates, have under Section 139(1) of the Companies Act, 2013 and the Rules framed thereunder furnished a certificate of their eligibility and consent for re- appointment. „

6. Auditor''s Report:

The observations of the Auditors and the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

7. Public Deposits:

Your company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

8. The Companies (Particulars of Employees) Rules, 1975 as amended:

During the year, there was no employee drawing a salary exceeding the limits prescribed U/S 217 (2A) of the Companies Act, 1956 read with rules made there under.

9. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

The prescribed information relating to Conservation of Energy and Technology Absorption as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed

10. Listing:

The equity shares of the company are listed with Bombay Stock Exchange Limited, Mumbai. There are no arrears on account of payment of listing fees to the Stock Exchange.

11. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement, Report on Corporate Governance has been included in the Annual Report as separate section.

12. Secretarial Compliance Certificate:

Secretarial Compliance Certificate pursuant to Section 3 83A of the Companies Act, 1956 is duly signed by M/s Sarvesh S. Srivastava, Company Secretary in whole time practice, Kanpur.

13. Acknowledgement:

Your Directors appreciate the valued co-operation extended by the Company''s Bankers and Investors and the contribution of all the employees.

By order of the Board of Directors,

For Nikki Global Finance Limited

(Managing Director) (Director) DIN: 02319026 DIN: 00335302

Date: - 04.09.2014 Place: - Delhi

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Mar 31, 2013

The Directors have pleasure in presenting the Twenty Seventh Annual Report together with Audited Accounts for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS:

Particulars 31.03.2013 (Rs. In Lacs) 31.03.2012 (Rs. In Lacs)

Profit / (Loss) before 1.34 1.51 Depreciation and Tax

Less / Add: Depreciation 0.14 0.20

Profit / (Loss) before Tax 1.20 1.31

Profit / (Loss) after Tax 0.94 1.03

2. Dividend:

Due to accumulated losses, your directors regret their inability to recommend any dividend.

3. Director''s Responsibility:

Your Directors state herewith a Director''s Responsibility Statement indicating therein:

a) That in the preparation of the annual accounts for the financial year ended on 31st March, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

4. Directors:

In accordance with the provisions of the Companies Act, 1956, Mr. Subodh Agarwal & Mr. Manoj Kumar, Directors of the Company will retire at the ensuing Annual General Meeting and they, being eligible, have offered themselves for re-appointment. Mr. Bankey Bihari Gupta has resigned in current financial year.

5. Auditors:

M/s J Agarwal & Associates, Chartered Accountants, retiring statutory auditors, being eligible, have expressed their willingness for re-appointment as statutory auditors of the Company.

6. Auditor''s Report:

The observations of the Auditors and the relevant notes on the accounts are self- explanatory and therefore do not call for an)'' further comments.

7. Public Deposits:

Your company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

8. The Companies (Particulars of Employees) Rules, 1975 as amended:

During the year, there was no employee drawing a salary exceeding the limits prescribed U/S 217 (2A) of the Companies Act, 1956 read with rules made there under.

9. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

The prescribed information relating to Conservation of Energy and Technology Absorption as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed

10. Listing:

The equity shares of the company are listed with Bombay Stock Exchange Limited, Mumbai. There are no arrears on account of payment of listing fees to the Stock Exchange.

11. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement, Report on Corporate Governance has been included in the Annual Report as separate section.

12. Secretarial Compliance Certificate:

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is duly signed by M/s Sarvesh S. Srivastava, Company Secretary in whole time practice, Kanpur.

13. Acknowledgement:

Your Directors appreciate the valued co-operation extended by the Company''s Bankers and Investors and the contribution of all the employees.

By order of the Board of Directors,

For Nikki Global Finance Limited

(Managing Director) (Director)

Place: Delhi

Date: 31.08.2013

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Mar 31, 2012

To, The members of NIKKI GLOBAL FINANCE LIMITED,

The Directors have pleasure in presenting the Twenty Sixth Annual Report together with Audited Accounts for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS:

Particulars 31.03.2012 (Rs. In Lacs) 31.03.2011 (Rs. In Lacs)

Profit / (Loss) before 1.51 7.93 Depreciation and Tax

Less / Add: Depreciation .20 .30

Profit / (Loss) before Tax 1.31 7.63

Profit / (Loss) after Tax 1.03 6.18

2. Divided:

Due to accumulated losses, your directors regret their inability to recommend any dividend.

3. Director's Responsibility:

Your Directors state herewith a Director's Responsibility Statement indicating therein:

a) That in the preparation of the annual accounts for the financial year ended on 31st March, 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

c) That the Directors had taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors had prepared the annual accounts on a going concern basis.

4. Directors:

In accordance with the provisions of the Companies Act, 1956, Mr. Sanjay Tandon & Mr. Gaya Prasad Gupta, Directors of the Company will retire at the ensuing Annual General Meeting and they, being eligible, have offered themselves for re-appointment. Mr. Manoj Kumar, Mr. Bankey Bihari Gupta & Mr. Govind Das Agarwal were inducted in the Board during the year under review.

5. Auditors:

M/s J Agarwal & Associates, Chartered Accountants, retiring statutory auditors, being eligible, have expressed their willingness for re-appointment as statutory auditors of the Company.

6. Auditor's Report:

The observations of the Auditors and the relevant notes on the accounts are self- explanatory and therefore do not call for any further comments.

7. Public Deposits:

Your company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 and the rules framed there under.

8. The Companies (Particulars of Employees) Rules, 1975 as amended:

During the year under report, there was no employee drawing a salary exceeding the limits prescribed U / S 217 (2A) of the Companies Act, 1956 read with rules made there under.

9. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo:

The prescribed information relating to Conservation of Energy and Technology Absorption as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is annexed

10. Listing:

The equity shares of the company are listed with Bombay Stock Exchange Limited, Mumbai. There are no arrears on account of payment of listing fees to the Stock Exchange.

11. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement, Report on Corporate Governance has been included in the Annual Report as separate section.

12. Secretarial Compliance Certificate:

Secretarial Compliance Certificate pursuant to Section 383A of the Companies Act, 1956 is duly signed by M/s Sarvesh S. Srivastava, Company Secretary in whole time practice, Kanpur.

13. Acknowledgement:

Your Directors appreciate the valued co-operation extended by the Company's Bankers and Investors and the contribution of all the employees.

By order of the Board of Directors,

For Nikki Global Finance Limited

(Director) (Director)

Place: Delhi

Date: 03/09/2012

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Mar 31, 2009

The Directors have pleasure in presenting the Twenty Third Annua) Report together with the Audited Accounts for the year ended March 3 1. 2009:

1 FINANCIAL RESULTS:

Particulars 2008-2009 2007-2008 Rs. in Lacs Rs. in Lacs Gross Income 3.46 5.28 Profit / (Loss) Before Depreciation (1.49) 0.71 and fax Less/Add: Depreciation (0.75) (1.01) PROFIT / (LOSS) BEFORE TAX (2.24) (0.30) PR01TT7(LOSS) AFTER TAX (2.24) (0.37) Add: Surplus /(Deficit)"as per last (120.44) (120.08) account Profit" (Loss) available for (122.68) (120.44) (appropriation Surplus /(Deficit) carried to Balance (122.68) (120.44) Sheet

2. DIVIDEND:

Due to losses your Directors regret their inability to recommend any dividend.

3. BUSINESS OPERATIONS

During the current year the companys gross income decreased to Rs. 3.46 lacs compared to previous years of Rs. 5.28 lacs. The Company is trying to improve its performance. In the coming years the company hopes to increase its revenues. As the share market is performing well, the company hopes to do better during the forthcoming year.

4. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act. 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2009, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. i

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the Company for the year under review.

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the accounts for the financial year ended 3lst March. 2009 on a going concern basis.

5. DIRECTORS

During the period under review there was no change in the Board of Directors of the Company. Mr. Adhir Khanna, Director retiring by rotation being eligible for himself for reappointment.

6. AUDITORS AND AUDITORS REPORT:

M/s Singh Bajpai & Associates, Chartered Accountants the retiring Auditors, being eligible offer themselves for appointment. A certificate under section 224(1B) of the Companies Act. 1956. has been obtained from them. The Board recommenlds there appointment in the ensuing Annual General Meeting.

The observations of the Auditors and the relevant notes on the Accounts are self-explanatory and therefore do not call for any further comments.

7. COMPLIANCE CERTIFICATE

As required under the section 383A of the Companies Act, 1956. the Compliance Certificate from M/s D.S. Associates, Company Secretaries in Practice is attached with the Directors Report. Observations of Secretarial Auditor are self- explanatory and do not require any comment.

8. FIXED DEPOSITS:

Your compay has not accepted any deposits from public within the meaning of Section 58-A of the Companies Act. 1956 and the rules framed there under.

9. THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AS AMENDED:

During the year under report, there was no employee drawing a salary exceeding the limits prescribed u/s 217 (2A) of the Companies Act, 1956 read with rules made there under.

10. CONSERVATION OF ENERGY, TECHNOLCY ABSORPTION;

The prescribed information relating to conservation of energy and technology absorption as per Section 217 (I) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988. is Annexed hereto.

11. LISTING

The equity shares of the Company are listed with Bombay Stock Exchange Limited, There are no arrears on account of payment of listing fees to the Stock Exchange.

12. CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement, with the Stock Exchanges. Report on Corporate Governance has been included in the Annual Report as separate section.

13. ACKNOWLEGEMENT:

Your Directors appreciate the valued co-operation extended by the Companys Bankers and Investors and the Contribution of all the employees.

By Order of the Board of Directors NIKK1 GLOBAL FINANCE LIMITED (Shashwat Agarwal) (Cajya Prasad Gupta) Director Director Place: Delhi Dated: 31/08/2009