Year End :2024-03

Your Directors are pleased to present the 33^rd Annual Report along with the Audited Financial Statements (Standalone & Consolidated) of your Company for the financial year ended March 31,2024 (“Financial Year 2023-2024”).

1) FINANCIAL RESULTS

The Audited Financial Statements of your Company as on March 31,2024, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR Regulations 2015”) and the provisions of the Companies Act, 2013 (“Act”):

Particulars	Standalone Basis		Consolidated Basis
For the year ended March 31	2024	2023	2024	2023
Revenue from Operations	5489.56	6873.16	5628.90	6955.25
Other Income	86.56	185.95	86.56	187.89
Profit before depreciation, interest and tax	437.28	342.08	283.74	246.31
Finance Costs	49.20	17.77	49.21	54.02
Depreciation and Amortization	236.58	39.33	41.63	39.33
Profit Before Tax (PBT)	151.50	284.97	192.90	152.96
Tax Expense	36.24	86.29	55.21	86.29
Net Profit	115.26	198.68	137.69	66.67

There are no material departures from the prescribed norms stipulated by the accounting standards in preparation of the annual accounts. Accounting policies have been consistently applied, except where a newly issued accounting standard, if initially adopted, or a revision to an existing accounting standard, required a change in the accounting policy hitherto in use.

The management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses consolidated and standalone financial results on a quarterly basis, which are subject to limited review and publishes consolidated and standalone audited financial results annually.

COMPANY’S PERFORMANCE STANDALONE OPERATIONS

> Total Revenue from Operations decreased by 20.13% to Rs. 5489.56 Lakhs against Rs.6873.16 Lakhs of the previous year.

> Earnings before interest tax depreciation and amortisation (EBITDA) increased by 27.83% to Rs.437.28 Lakhs against Rs. 342.08 Lakhs of the previous year.

> Profit Before Tax (PBT) decreased by 46.83 % to Rs.151.50 Lakhs against Rs. 284.97 Lakhs of the previous year.

> Net Profit decreased by 41.99% to Rs. 115.26 Lakhs against Rs. 198.68 Lakhs of the previous year

CONSOLIDATED OPERATIONS

> Total Revenue from Operations decreased by 19.07% to Rs. 5628.90 Lakhs against Rs. 6955.25 Lakhs of the previous year.

> Earnings before interest tax depreciation and amortisation (EBITDA) increased by 13.19% to Rs.283.74 Lakhs against Rs. 246.31 Lakhs of the previous year.

> Profit Before Tax (PBT) increased by 25.98 % to Rs. 192.90 Lakhs against Rs. 152.96 Lakhs of the previous year.

> Net Profit increased by 106.52 % to Rs. 137.69 Lakhs against Rs. 66.67 Lakhs of the previous year.

2) AMOUNT TRANSFERRED TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to the General Reserve for the year under review.

3) SHARE CAPITAL Authorised Share capital

During the year the company has increased the Authorised share capital from 86,45,00,000/- (Rupees Eighty Six Crores Forty five lakhs Only) divided into 86,45,00,000 (Eighty Six Crores Forty five lakhs) Equity Shares of Rs.1/- each to Rs. 387,00,00,000 (Rupees Three Hundred Eighty Seven Crores Only) divided into 387,00,00,000 (Three Hundred Eighty Seven Crores) equity shares having Face Value of Rs. 1 (Rupee One Only) each by creation of additional Equity Share Capital of Rs. 3,00,55,00,000/- (Rupees Three Crore and Fifty Five Lakhs Only) divided into 3,00,55,00,000 (Three Crore and Fifty Five Lakhs) Equity Shares of Rs. 1/-(Rupee One Only) each to rank pari-passu with the existing Equity Shares of the Company.

Paid Up Share Capital

The Company had issued Foreign Currency Convertible Bonds (FCCB) and in financial year 2023-2024 company has converted its bonds to Equity, Company has converted 15 bonds into 4,35,79,475 shares therefore paid up share capital of the Company has increased from 66,44,33,330/- to 70,80,12,805 in during the period under review financial year (2023-2024)

4) PREFRENTIAL ISSUE

During the year the members of the company had passed special resolution to approve the preferential issue of upto 8,00,00,000 (Eight Crore) Fully Convertible Equity Warrants to the Promoter Group and Non-Promoter Group of the Company, the issue was rejected by BSE ltd.

5) DIVIDEND

Your director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31,2024.

6) DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time, during the year under review and therefore details mentioned in Rule 8(5)(v)& (vi) of Companies (Accounts) Rules, 2014 relating to deposits, covered under Chapter V of the Act is not required to be given.

7) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the provisions of section 186 of the Companies Act, 2013, the Company has not given guarantees, however the company has made Loans as detailed in note no. 5 of Financial Statement of the company and made investment as detailed in note no. 4 of Financial Statement of the company which are within the limits of Section 186 of the Act

8) INSURANCE

The Company has a broad-banded approach towards insurance. Adequate cover has been taken for all movable and immovable assets against numerous risks and hazards.

9) ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars /Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Brajesh Gupta & Co, Practising Company Secretaries has been submitted to the Stock Exchanges.

10) MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(“SEBI LODR Regulations, 2015”) forms part of this Annual Report. The said comments are disclosed in Annexure-A.

11) DIRECTORS

As of March 31,2024, your Company’s (“Board”) had six Directors comprising of 1 Executive Director and 5 Non-Executive Directors out of which 4 Directors are Independent Directors. The Board has One Women Independent Director. The details of Board and Committees composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The Brief Details regarding the Directors of the company are as follows:

Mr. Jayesh Raichandbhai Thakkar (DIN: 01631093) have passionately adhered to the objective of making only world class products and started the business with three pillars Quality, Research and Integration on which they have successfully build the business empire with various vertical integration.He is very well known and enthusiastic entrepreneur from Vadodara. Gujarat. Under his dynamic and able chairmanship, his Group of Industries has established itself as a very well-known business group in and around Vadodara, Gujarat since 1995. Apart from Business activity, he is also associated with “Samvedan Charitable Trust” as Managing Trustee. This organization mainly organize “GARBA MAHOTSAV” at Vadodara since 25 years for noble cause for the worship of goddess Durga. Under his leadership, this organization has registered its name in “LIMCA BOOK of Records”. He was initially appointed as director on January 28,2011 and then re-appointed on December 28,2022 and he is liable to be retire by rotation.

Ms. Payal Gajjar (DIN:08745777) is experienced in planning & designing various architectural projects and interior design schemes, she has shown keen interest in managing and mentoring multiple project teams and client handling. On Delivery side owning multiple delivery projects across Vadodara region from technology perspective and helping teams on Architecture work, Cross Platform Integrations, Cloud Migrations and Go-Live stages. Handling 50 Member team from Project Management & Technical front both. She was appointed with the effect from March 24,2020 as director in the category of Independent Director for a term of 5 years.

Mr. Kartik Kumar Bakulchandra Mistry (DIN:07791008) has 10 years of professional experience working in services and captive sector interacting with CXO level executives. He has played key roles in Sales, Delivery Management, Relationship Management, Vendor Management, Quality Assurance, Engagement, and Presales spanning across the professional journey in many domains on social media platforms and tour and travels platform, leveraging the Global Delivery Model in customer-facing mode. He has extensive experience in executing large multi-site, multi-location projects leveraging offshoring. He was appointed as director in the category of Independent Director with the effect from September 06, 2022 for the period of 5 years and he will not be liable for retirement by rotation.

Mr. Hasmukhbhai Dhanjibhai Thakkar (DIN:07183270) is Passionate Marketer and a Retailer with a deep affection for Integrated Marketing Communication, Brand Management, Campaign Management & Creative Communication with more than 13 years of work experience in the field of creative communication, brand building, brand management & brand development across distinct categories. He is liable to be retire by rotation. He is director in category of Non-Executive-Non-Independent director.

Mr. Mohammadraza Makrani (DIN:10335547) is Diploma in Civil Engineering. He is currently in the field of cinematography and has total experience of 8 years. He was appointed as a director in the category of Independent Director. He was appointed for the term of 5 years with the effect from February 09,2024.

Mr. Parth Patel (DIN:10345128) is Diploma in Automobile Engineering. He is currently handling the Family-owned Business. He was appointed as a director in the category of Independent Director. He was appointed for the term of 5 years with the effect from February 09,2024.

12) CHANGES IN DIRECTOR

Mr. Parth Patel (DIN:10345128) was appointed as Director in category of Independent Director for the period of 5 years with the effect from February 09,2024.The members have confirmed his appointment as Independent Director by Postal Ballot on May 05, 2024.

Mr. Mohammadraza Makrani (DIN:10335547) was appointed as Director in category of Independent Director for the period of 5 years with the effect from February 09,2024.The members have confirmed his appointment as Independent Director by Postal Ballot on May 05, 2024.

Mr. Salil Shashikan Patel (DIN: 07371520) had resigned from the position of Independent Director of the Company owing to his pre-occupation and other personal commitments from May 11,2023.

Mr. Nareshbhai Arvindbhai Patel (DIN: 06736529) had ceased from the post of Independent Director pursuant to completion his second term of five year on September 26,2023.

Mr. Chandreshkumar Vishnubhai Kahar (DIN:07318098) had ceased from the post of Independent Director pursuant to completion his second term of five year on September 26,2023.

13) RE-APPOINTMENT OF DIRECTORS WHO RETIRES BY ROTATION

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Hasmukhbhai Dhanjibhai Thakkar (DIN:07183270) is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

14) DECLARATION FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status of Independent Directors of the Company.

The Board is of the opinion that all the Independent Directors appointed are of integrity and possess the requisite expertise and experience (including the proficiency). In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1 )(b) of the SEBI (LODR) Regulations, 2015 and that they are independent of the management.

15) COMMITTEES OF BOARD

Details of various committees constituted by the Board, including the committees mandated pursuant to the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, are given in the Corporate Governance Report, which forms part of this Annual Report

16) BOARD EVALUATION

Pursuant to the Provisions of Section 134, 178 and Schedule IV of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015, the Board has continued to adopt formal mechanism for evaluating its own performance as well as that of its Committees and individual Directors. The exercise has been carried out through a structured evaluation process covering various aspects of the functioning of the Board, such as composition of the Board and Committees, effectiveness of Board process, information and functioning, experience and competencies, performance of specific duties and obligations, governance issues etc. A separate exercise was carried out to evaluate the performance of individual Directors on the basis of questionnaire containing criteria such as level of participation by individual directors, independent judgement by the Director, understanding of the Company’s business, etc.

The evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated and that of the Non-Independent Directors were carried out by the Independent Directors in their separate meeting.

The outcome of the performance evaluation as carried out on the basis of the above mechanism was noted to be satisfactory and it also reflected the commitment of the Board members and its Committees to the Company.

17) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board, to the best of their knowledge and based on the information and explanations received from your Company, confirm that:

In the preparation of the annual financial statements, the applicable accounting standards have been followed and there are no material departures;

1. 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 March 31,2024 and of the profit of the Company for the year ended on that date;

2. 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;

3. The annual financial statements have been prepared on a going concern basis;

4. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

5. Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

18) CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per section 135 of Companies Act 2013, Corporate Social Responsibility is applicable to Companies having;

1. T urnover of Rupees 1000 Crore or more, or

2. Having Net Worth of Rupees 500 Crore or more, or

3. Having Net Profit of Rupees 5 Crore or more.

Company does not fulfil any of the above criteria therefore provisions for Corporate Social Responsibility doesn’t apply to Evexia Lifecare Limited.

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

Your Company has Zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at work place in-line with the provisions of the sexual Harassment of women at work place (Prevention, Prohibition and Redressal) and the Rules thereunder for Prevention and Redressal of complaints of sexual harassment at workplace.

The Company has adopted an Anti-Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has complied with the provision relating to the constitution of Internal Complaint Committee which are set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman / Managing Director. There was no complaint outstanding / received from any employee during the financial year 2023-24 and hence, no complaint is pending as on March 31,2024 for Redressal.

20) CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, forms part of this Annual Report as Annexure-B.

The certificate from Practicing Company Secretaries required as per the aforesaid Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 is attached to the Report on Corporate Governance

21) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Report is mandatory for Top 1000 Listed Companies according to Market Capitalization.

Evexia Lifecare Limited doesn’t fulfil the above criteria therefore Business Responsibility and Sustainability Report is not applicable to the company.

22) ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013, the draft annual return as on 31st March, 2024 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company.

23) TRANSACTIONS WITH RELATED PARTY

During the financial year 2023-24, there have been no material significant related party transactions that may have potential conflict with the interest of the Company at large. Further Company did not enter into any contracts or arrangements with related parties in terms of Section 188(i) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the company for FY 2023-24 and hence does not form part of this Annual Report. However, the Company submits details of related party transactions on a consolidated basis as required in the notes to the standalone financial statements.

24) PARTICULARS OF VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the Financial period under review, there were no instances of any one-time settlement against loans taken from Banks or Financial Institutions.

25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has an adequate system of internal controls, with documented procedures covering all corporate functions. Internal controls provide reasonable assurance regarding the effectiveness and efficiency of operations, the adequacy of safeguards for assets, the reliability of financial controls, and compliance with applicable laws and regulations. The internal audit process provides positive assurance. It covers the process framework, risk and control matrix and a scoring matrix, covering all critical and important functions inter alia revenue management, purchase, finance, human resources and safety.

A framework for each functional area is identified based on risk assessment and control, while allowing the unit to identify and mitigate high-risk areas.

These policies and procedures are updated periodically and monitored by the Internal Audit. Internal controls are reviewed through the periodical internal audit process under the direction of the Internal Auditor. These reviews focus on :

> Compliance with defined policies and processes and applicable statutes

> Safeguarding tangible and intangible assets

> Identification of weaknesses and improvement areas

> Managing risk environment, including operational, financial, social and regulatory risks

> Conformity with the Code of Conduct

The Companies Audit Committee oversees the adequacy of the internal control through periodic reviews of audit findings as also of the resolution mechanism for critical audit issues. The statutory auditors have opined

in their report that in all material respects, an internal financial control with reference to financial statements of the company and such internal financial controls over financial reporting were operating effectively as at March 31,2024, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control.

26. SEBI COMPLAINTS REDRESS SYSTEM (SCORES) :

The investor complaints are processed in a centralised web-based complaints redress system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATRs) by concerned companies and online viewing by investors of actions taken on the complaint and its current status

27. DISPUTE RESOLUTION MECHANISM (SMART ODR):

In order to strengthen the dispute resolution mechanism for all disputes between a listed company and/or registrars & transfer agents and its shareholder(s)/investor(s), SEBI had issued a Standard Operating Procedure ('SOP') vide Circular dated 30 May 2022. As per this Circular, shareholder(s)/ investor(s) can opt for Stock Exchange Arbitration Mechanism for resolution of their disputes against the Company or its RTA. Further, SEBI vide Circular dated 31 July 2023 (updated as on 20 December 2023), introduced the Online Dispute Resolution (ODR) Portal. Through this ODR portal, the aggrieved party can initiate the mechanism, after exercising the primary options to resolve its issue, directly with the Company and through the SEBI Complaint Redress System (SCORES) platform. The Company has complied with the above circulars and the same are available at the website of the Company.

28. AUDITORS & THEIR REPORT

I. STATUTORY AUDITORS & AUDITORS’ REPORT

Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, as amended, M/s. .Tejas K. Soni & Company, Chartered Accountants (FRN No- 135093W), were appointed as the Statutory Auditors of your Company in Financial Year 2023-2024 for the term of five years till the Financial Year 2027-2028.In accordance with the provisions of the Act, the appointment of Statutory Auditors is not required to be ratified at every AGM.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company. Representative of the Statutory Auditors of your Company attended the previous AGM of your Company.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. The Auditors Report is enclosed with the financial statements forming part of this Annual Report.

Sr.no	Qualification	Management’s response
1	We draw attention to the Note No 43 to the Financial Results, which indicates that Loans receivables of Rs. 1470.96/- lakhs, which have significant increase in credit risk, in respect of which the Company has not made any assessment for expected credit loss, in accordance with the requirements of 'Ind AS 109: Financial instruments', as the management considers such balances as good and recoverable in future. In the absence of such assessment for expected credit loss by the Management and any other evidence to corroborate the Management's assessment, we are unable to comment on the recoverability of these balances and the consequent impact, if any, on the provision thereon and the loss to be reported in the financial results.	Management's Response against Note No. 43 of Auditor's Report. The management acknowledges the auditor's observation regarding the loan receivables amounting to Rs. 1,470.96 lakhs, which have shown an increase in credit risk as per the financial results Note No 43. We would like to clarify that, after a thorough review, we consider these receivables to be fully recoverable due to the following factors: 1. Creditworthiness of Borrowers: The underlying borrowers have a consistent track record of repayments, and recent evaluations indicate that their financial position remains stable, thus minimizing the risk of default. 2. Favorable Economic and Industry Conditions: The industry segments to which these borrowers belong are experiencing growth, supported by macroeconomic indicators that predict positive future cash flows for these businesses. Such favorable conditions enhance the borrowers' ability to meet their financial obligations. 3. Management's Continued Vigilance and Strategic Approach: Management remains committed to closely monitoring these receivables. In line with best practices, we periodically reassess the credit risk and stand ready to make provisions should any adverse indicators arise in future periods. However, at this time, no such indicators necessitate a provision under Ind AS 109. Based on the above factors and the prudent analysis undertaken, we are of the opinion that these balances are fully recoverable, and any provision for credit loss is currently unwarranted. Management's assessment is in accordance with established accounting standards, and we are confident that this position is reasonable and transparent.

2	We draw attention to the Note No 44 to the Financial Results, which indicates that Trade Receivables amounting to Rs. 4164.51/- lakhs, which have significant increase in credit risk, in respect of which the Company has not made any assessment for expected credit loss, in accordance with the requirements of 'Ind AS 109: Financial instruments', as the management considers such balances as good and recoverable in future. In the absence of such assessment for expected credit loss by the Management and any other evidence to corroborate the Management's assessment, we are unable to comment on the recoverability of these balances and the consequent impact, if any, on the provision thereon and the loss reported in the financial results.	The Management is consciously monitoring these Trade Receivables. We are in talk with them to recover the outstanding amount and till the time management haven't received any negative feedback from our customers for the recovery of the amount and hence the management is very well confident on the recovery of these receivables in upcoming years. For the Auditor's remark on the Credit Risk, the management has assessed these receivables as good & recoverable and hence the provision of the credit loss has not been made in the books of accounts.
3	We draw attention to the Note No to 45 the Financial Results, which indicates that company has made investments in unquoted equity shares of the companies amounting to Rs. 87.39/- Lakhs for which company is unable to determine fair valuation of its investments.	These investment in the FY 2020-21 was made by the company aiming the substantial future growth. The Management is at opinion that the fair valuation of the investment was not made by the company at the Balance Sheet date considering that this will not impact the investment value/strategy as theseinvestment are made looking at long term returns.
4	We draw attention to the Note No 46 to the Financial Results, which indicates that company has subsidiary ''Kavit Edible Oil Limited" which has suspended its manufacturing operations since March, 2019. Company has exposure of Rs. 123.23/- Lakhs in form of Equity and unsecured loan and company's subsidiary has negative net worth as of March 31st, 2024. These conditions raised substantial doubt about its ability as going concern.	Kavit Edible Oil Limited is the 80% holding subsidiary of Evexia Lifecare Limited and having direct control over its operations hence management is at opinion that the funds invested in this company are recoverable with the time. The Management considers Kavit Edible Oil Limited as going concern because the said Subsidiary Company is exploring various business opportunity and hence the negative net worth of the said company won't effect to the recovery of the funds.
5	We draw attention to the Note No 48 to the Financial Results, regarding the Company has not recognized the financial liabilities of Foreign Currency Convertible Bonds amounting to Rs. 68836.11/- Lakhs at amortized cost as per the Ind AS 109 Financial instruments. Had this amortization is followed as per Ind AS 109, Profit after tax for the year and consequently Retained Earnings as at March 31st, 2024, would have been lower by Rs. 3882.52/- Lakhs.	The Management has taken a view that this amortization cost of Rs. 68836.11/-Lakhs of Foreign Currency Convertible Bonds will be adjusted/setoff against the security premium generated against the conversion of these bonds into equity at the end of its tenure and hence this amortization will not impact the retain earnings of the company. The company has obtained expert opinion on the same and has not made any provision of the amortization in the books of accounts.

6	We draw attention to the Note No 49 to the	The Management has taken a view that
	Financial Results, regarding the Company has not	the restatement of the outstanding
	restated its financial liability of Foreign Currency	Foreign Currency Convertible Bonds as
	Convertible Bonds as per Ind AS 21 "The Effects	on Balance Sheet date is not required as
	of Changes in Foreign Exchange Rates ". Had this	these bonds are compulsory convertible
	restatement was done as per Ind AS 21, Profit	on discretion of the bond holder or on the
	after tax for the year and consequently Retained	date of maturity. Based on this view the
	Earnings as at March 31st, 2024, would have been	management has not in favour of the
	lower by Rs. 1171.82/- Lakhs.	restatement of the financial liability as on balance sheet date.

II. SECRETARIAL AUDIT & COMPLIANCE REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013, read with the rules made thereunder, the Board had appointed Mr. BRAJESH GUPTA & CO, Practicing Company Secretary, to undertake the Secretarial Audit of your Company for the FY 2023-24. The Secretarial Audit Report for the year under review is provided as Annexure-C of this report.

The qualifications, reservations or adverse remarks mentioned in the said report along with the response provided by the Management are as follows:-

Sr.No.	Observations / Remarks of the Practicing Company Secretary	Management Response
1.	There was delay making the UPSI Entries under the Structured Digital Database (SDD) software	The management has clarified that the Structured Digital Database (SDD) Software has been set up. Further, BSE Limited has carried out Virtual Inspection of SDD Software and aforesaid non-compliance has been removed by BSE Limited, and the concerned person assigned for making UPSI Entries is maintaining the entries under the Software hence the Company has complied with such non-compliances.
2.	The Company has published financial results for the quarter and year ended on March 31,2023 after 48 hours of submission of financial results with the stock exchange hence in violation of Regulation 47(3) of SEBI (LODR) Regulations 2015.	The Management informed that the mistake was inadvertent in nature and Company will be more cautious in future while complying applicable SEBI (LODR) Regulation 2015.
3.	The Company has submitted Annual Secretarial Compliance Report under Regulation 24A with 13 days of Delay i.e. on 13.06.2023. The BSE Limited has imposed a fine of Rs. 28,000 for said non-compliance.	The Management informed that the mistake was inadvertent in nature and Company will be more cautious in future while complying applicable SEBI (LODR) Regulation 2015. The Company has paid fine Imposed by BSE.

4.	Mr. Anmol Shanwala, Compliance Officer has resigned from the office of Company Secretary and Compliance Officer of the Company w.e.f. December 29, 2022 thereafter the Company has appointed Ms. Parul Samaliya as Company secretary and Compliance Officer on September 12, 2023 i.e. beyond the stipulated time period in Regulation 6 of SEBI(LODR), 2015. The BSE Limited has imposed a fine of Rs. 73,000 for said non-compliance. Further, Ms. Parul Samaliya resigned w.e.f. January 27, 2024, and thereafter the Company has not appointed a Company Secretary & Compliance officer on the date of signing this report.	The Company has paid the fine impose by BSE. Further the Company is in search of right candidate for the post of Company Secretary and we will appoint a Qualified Company Secretary as Compliance Officer as soon as possible.
5.	The Company has submitted the Compliance Certificate for the Financial Year ended on March 31,2023 under Regulations 7(3) of SEBI (LODR), Regulations, 2015 with delay of 4 days	The Management clarified that due to unavailability of whole-time Company Secretary the Company could not submit the Compliance requirement within stipulated period as provided under the said regulation.
6.	The Company has made delay in submission of the Shareholding Pattern (SHP) for the quarter ended on June 2023 & December 2023 with delay of 35 and 11 days respectively. The BSE Limited has imposed fine of Rs.70,000/- on the Company for delay submission of SHP for the quarter ended on June 2023.	The Management clarified that due to unavailability of whole-time Company Secretary the Company could not submit the Compliance requirement within stipulated period as said regulation. The Company has paid the fine impose by BSE
7.	The Company has converted 15 bonds into equity shares as per the terms and conditions of the issue of FCCB in the Board Meeting Held on February 15, 2024. However, the Company has not filed the Shareholding Pattern within 10 days of such capital restructuring under Regulation 31(1)(c).	The Management clarified that due to unavailability of qualified Company Secretary the Company could not submit the Compliance requirement within time limit specified under SEBI (LODR), Regulations, 2015
8.	100% (hundred percent) shareholding of promoter(s) and promoter group are not in dematerialized form as per Regulation 31 (2) of SEBI (LODR) Regulations, 2015	The Management clarified that the shareholding of the concerned Promoters whose shareholding are yet to be dematerialized have confirmed to initiate the process of converting their shares into demat form.
9.	BSE Limited has Imposed a fine of Rs. 5000/-to the Company for late submission of disclosure of related party transactions for period ended March, 2023. The Company has filed disclosure of related party transactions on May 29, 2022 which is delay of 1 day.	The Management informed that the said error was due to technical glitch in uploading the XBRL report in the Stock Exchange’s Website. However, the Company has paid the fine imposed by BSE Limited.

10.	The Company has submitted Voting Results	The Management informed that the mistake was
	along with Scrutinizers Report for the EGM Held	inadvertent in nature and Company will be more
	on June 15, 2023 under Regulation 44(3) of SEBI	cautious in future while complying applicable
	(LODR), Regulations, 2015 with 1 day delay. The	SEBI (LODR) Regulation 2015. The Company
	BSE Limited has imposed a fine of Rs. 10,000/ - for said non-compliance.	has paid the fine imposed by BSE Limited.

III. COST AUDITOR

The provision of the section 148 of the Companies Act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the company.

29) INTERNAL AUDITOR

Mr. Kavit Thakkar is an Internal Auditor of the Company.

30) SECRETARIAL STANDARDS

During the year under review, your Company has complied with all the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

31) INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Since there was no unpaid/unclaimed Dividend declared and paid in previous year, the provisions of Section 125 of the Companies Act, 2013 is not applicable to the Company.

32) DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

During the year under Review, neither any application was made nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

33) VIGIL MECHANISM/WHISTLE BLOWER POLICY :

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015, a Vigil Mechanism/Whistle Blower Policy for directors, employees and other stakeholders to report genuine concerns has been established. The same is uploaded on the website of the Company.

34) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information related to conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 and Rule 8(3) of Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-D and forms a part of this Report.

35) CODE OF CONDUCT

The Board of Directors has adopted the Code of Conduct and business principles for all the Board members including Executive/Non-Executive Directors, senior management and all the employees of the Company for conducting business in an ethical, efficient and transparent manner so as to meet its obligations to its shareholders and all other stakeholders.

36) MATERIAL ORDERS PASSED BY REGULATORY/COURT

There were no significant and material orders passed by any regulators and/or courts and tribunals which may have the impact on the going concern status and company’s operations in future.

37) FRAUD REPORTING

No fraud has been reported by the auditor under Section 143(12) of the Act to the Audit Committee of the Board.

38) CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives ("Code") as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Company's shares and sharing Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's obligation to maintain a structured digital database (''SDD''), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfil their obligations, regular trainings have been imparted to all designated persons by the Company.

39) MANAGERIAL REMUNERATION

Disclosures pursuant to Section 197(12) of The Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as per Annexure-E.

40) SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES AND LLP ETC.

The Company has unlisted Subsidiaries and details of which are as below, the company doesn’t have any Joint Venture.

Details of Subsidiary Company, Associate Companies and LLP’s

> Kavit Edible Oil Limited (80% Holding)

> Kavit Trading Private Limited (70% Holding)

> Evexia Lifecare Africa Limited (100% Holding)

> Evexia PAN Africa Limited (Step Down Subsidiary)

> Heemsol Energy System Private Limited (Associate Company)

A statement containing the salient features of financial statement of our subsidiaries in the prescribed format AOC-1 is attached herewith “Annexure - F”

On April 24, 2024, the Company gave intimation to BSE that the Company is acquiring 80% stake in Revin Labs Private Limited , for consideration of Rs. 44.80 crores. Hence, the Company received Board approval for acquired 32,00,000 equity shares of Rs. 10 each at the issue price of Rs. 140 each (including premium amount of Rs. 130/- per share).

41) RISK MANAGEMENT

The Company has framed a risk management policy containing the elements of various risks and implementation strategy to mitigate those risks. The risk management framework is reviewed periodically by the Board.

42) POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

Your Company’s policy on Directors appointment and remuneration and other matters (“Remuneration Policy”) pursuant to Section 178(3) of the Companies Act, 2013 is available on the website of your Company.

The Remuneration Policy for selection of Directors and determining Directors independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying the persons who are qualified to become the Directors. Your Company’s Remuneration Policy is directed towards rewarding performance based on review of achievements. The Remuneration Policy is in consonance with existing industry practice.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Remuneration Policy of the Company.

43) MATERIAL CHANGES AFTER END OF FINANCIAL YEAR

1. On April 01,2024, the Company had converted 20 FCCB into 7,13, 96, 581 equity shares at the rate of Rs. 2.34 per equity share, resulting in the increase in Issued, Paid-up and Subscribed Share capital to Rs. 77,94,09,386 divided into 77,94,09,386 equity shares of Rs.1 each.

2. On June 17, 2024 the Company had converted 75 FCCB into 26,21,58,577 equity shares at the rate of Rs. 2.39 per equity share, resulting in the increase in Issued, Paid-up and Subscribed Share capital to Rs. 104,15,67,963 divided into 104,15,67,963 equity shares of Rs.1 each.

3. On July 26, 2024 the Company had converted 25 FCCB into 7,58,51,612 equity shares at the rate of Rs. 2.76 per equity share, resulting in the increase in Issued, Paid-up and Subscribed Share capital to Rs.111,74,19,575 divided into 111,74,19,575 equity shares of Rs.1 each.

4. On September 25, 2024 the Company had converted 100 FCCB into 30,28,98,550 equity shares at the rate of Rs. 2.76 per equity share, resulting in the increase in Issued, Paid-up and Subscribed Share capital to Rs.142,03,18,125 divided into 142,03,18,125 equity shares of Rs.1 each.

5. On October 10, 2024 the Company had converted 150 FCCB into 45,70,10,870 equity shares at the rate of Rs. 2.76 per equity share, resulting in the increase in Issued, Paid-up and Subscribed Share capital to Rs.187,73,28,995 divided into 187,73,28,995 equity shares of Rs.1 each.

ACKNOWLEDGMENT

Your directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government departments, Financial Institutions and Banks. Your directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

For and On Behalf of Board of Directors Evexia Lifecare Limited

Jayesh Raichandbhai Thakkar Place- Vadodara

Chairman and Managing Director

(DIN - 01631093) Date- November 07,2024