Evexia Lifecare Ltd Directors Report

To,

THE MEMBERS,

Your Directors have pleasure in submitting their 32^nd Annual Report of the Company together with the Audited Statements of Accounts of the Company for the year ended on 31^st March, 2023.

1. FINANCIAL PERFORMANCE/HIGHLIGHTS:

The summarized financial results of the Company for the period ended 31^st March, 2023 are as follows:

Standalone (in lakhs)

Particulars	Year Ending 31st March, 2023	Year Ending 31st March, 2022
Sales	6	7163.06
Other Income	1	4.39
Total Income	7059.11	7167.45
Less: Expenditure		6939.03
	6734.81
Profit/(loss)before Interest, Depreciation, Tax	3	228.42 2
Less: Interest	0	0
Less: Depreciation & Amortization Cost	3	20.65
Less: Extraordinary items	0	0
Profit/(loss)Before Tax	284.97	207.77
Less: Tax Expenses or Adjustment	8	127.64
Profit/(loss)after Tax	198.68	80.13
Other Comprehensive Income	(0.99)	2.44
Total Comprehensive Income	197.69
		82.57

Consolidated (in Lakhs)

Particulars	Year Ending 31st March, 2023		Year Ending 31st March,
			2022
Sales	6		7551.32
Other Income	1		6.58
Total Income	7143.14		7557.91
Less: Expenditure			7319.59
	6950.85
Profit/(loss)before Interest, Depreciation, Tax	1		238.32
Less: Interest	0		0
Less: Depreciation & Amortization Cost	3		20.65
Less: Extraordinary items	0		0
Profit/(loss)Before Tax	152.96		217.60
Less: Tax Expenses or Adjustment		8		131.69
Profit/(loss)after Tax		66.67		85.91
Other Comprehensive Income		(0.99)		(2.43)
Total Comprehensive Income		65.68		89.96

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

The Company has achieved total net sales of Rs.7059.11 Lakhs (standalone) and Rs. 7143.14 Lakhs (Consolidated) during the year as against Rs. 7167.45 Lakhs (Standalone) and Rs. 7557.91 Lakhs (Consolidated) in the previous year. There has been reduction Profit after tax of Rs. 198.68lakhs (Standalone) and Rs. 66.67 lakhs (Consolidated) as against Rs. 80.13lakhs (Standalone) and Rs. 86.91 (Consolidated) in the previous year. Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

3. Amount Transferred To Reserves

The company has not transferred any amount to the reserves during the current financial year

4. 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 recommended any dividend for the year ended March 31st, 2023.

5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.

6. Change in the nature of business, if any-

There is no change in the nature of business carried out by the Company in the Year 2022-2023.

7. CHANGES IN THE SHARE CAPITAL:

Authorised Capital

During the year under review, the authorized capital of the company has increased from 66,45,00,000 (Rupees Sixty-six crore Forty five lakhs Only) divided into 33,22,56,000 (Thirty three crore twenty two lacs fifty thousand) Equity Shares of Rs.2/- (Rupees Two Only) each to Rs.86,45,00,000/- (Rupees Eighty Six Crores Forty five lakhs Only) divided into 86,45,00,006 (Eighty Six Crores Forty five lakhs) Equity Shares of Re.1/- (Rupee One Only} each. Further, after the financial year ended on March 31, 2023, the Company has increased its Authorised capital Rs.86,45,00,000/- (Rupees Eighty Six Crores Forty five lakhs Only) divided into 86,45,00,006 (Eighty Six Crores Forty five lakhs) Equity Shares of Re.1/- (Rupee One Only} each to Rs.3,87,00,00,000/- (Rupees Three Hundred Eighty Seven Crores Only) divided into 3,87,00,00,000 (Three Hundred Eighty Seven Crores) Equity Shares of Re. 1/- (Rupee One Only)

Issued, Subscribed & Paid-up Capital

The Issued, Subscribed and Paid Up Capital of the company is Rs. 66,44,33,330/- (Sixty Six Crore Forty Lakhs Thirty Three Thousands Three Hundred Thirty Three Only) Equity Shares of Re. 1/- Only (Rupees One Only).

8. Public Deposit

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

9. Particulars of loan, Guarantees or Investment made under Section186

The Company has given loans under the provisions of Section 186 of the Companies Act, 2013 is provided in note no. 6 and 12in the Standalone Financial Statements. However, the Company has not provided any guarantee and investment under the section 186 of the Companies Act, 2013.

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF

THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report.

11. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

12. Statement regarding the development and implementation of Risk Management Policy:

The risk management process is followed by the company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review on regular basis the risk assessment in the company.

13. Conservation of energy, technology absorption and foreign exchange earnings and outgo A. CONSERVATIONOFENERGY: i. The steps taken or impact on conservation of energy: Nil ii. The steps taken by the company for utilizing alternate sources of energy: None iii. The capital investment on energy conservation equipment: Nil

B. TECHNOLOGYABSORPTION: i. The efforts made towards technology absorption: None ii. The benefits derived like product improvement, cost reduction, product development or import substitution: None iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) The details of technology imported: None b) The year of import: N.A. c) Whether the technology has been fully absorbed: N.A.

d) ^{If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.}20 e) The expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings & Outgo

Foreign Exchange Earning: NIL

Foreign Exchange Outgo: NIL

14. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is applicable on the company. Therefore the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the financial year 2022-23, 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 Actin Form AOC-2 is not applicable to the company for FY 2022-23 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.

16. Directors& Key Management Personnel

Composition of Board & Board Meetings

Name of Director	Designation
Jayesh Raichandbhai Thakkar	Managing Director
Nareshbhai Arvindbhai Patel	Independent Director
Hasmukhbhai Dhanjibhai	Non Executive Director
Thakkar
ChandreshKumar Vishnubhai Kahar	Independent Director
Salil Shashikant Patel*	Independent Director
KartikKumar Bakulchandra Mistry	Independent Director
Payal Gajjar	Woman Independent Director

*Mr. Salil Patel has resigned from the office of Independent Director as on 11.05.2023.

INDUCTIONS:

There was no appointment made during the financial year 2022-23.

REAPPOINTMENT:

There were following Re-Appointment made by the board of directors during the year under review: Mr. Salil Shashikant Patel (DIN: 07371520) has been Re-appointed as Independent Director w.e.f 09.07.2022 Mr. Kartikkumar Bakulchandra Mistry (DIN: 07791008) has been Re-appointed as Independent Director w.e.f . 09.07.2022

^{Mr. Jayesh Raichandbhai Thakkar (DIN:01631093) has been Re-appointed as Managing Director} 21 for the term of 3 Years w.e.f . 30.09.2022

CESSATIONS:

There were no Cessations made by the board of directors during the Year: However, the following cessations made by the board of directors after the end of financial year ended on March 31, 2022: Mr. Salil Shashikant Patel (DIN: 07371520) has tendered the resignation as Independent Director w.e.f. May 11, 2023

Retirement by rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read Companies (Appointment & Qualification o f Directors) Rules, and Companies Articles o Association, Mr. Jayesh Raichandbhai Thakkar (DIN:01631093), Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.

i. NUMBER OF BOARD MEETINGS

Regular meetings of the Board are held to discuss and decide on various business policies, strategies, financial matters and other businesses. During the year under review, the Board duly met 12(Twelve) times on 12/04/2022, 29/04/2022, 23/07/2022, 30/08/2022, 21/10/2022, 07/11/2022, 22/11/2022, 13/01/2023, 13/02/2023, 21/02/2023, 28/03/2023 in respect of said meetings proper notices were given and proceedings were properly recorded and signed in the Minute Book maintained for the purpose. ii. STATEMENT ON FORMAL ANNUAL EVALUATION OF BOARD

Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board members contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished. iii. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTOR:

The Company has an orientation process/familiarization programme for its independent directors with emphasis on: Roles, Rights and Responsibilities - Board dynamics & functions

Strategy, Operations and functions of the Company

As a process when a new independent director is appointed, a familiarization programme is conducted by the senior management team and also whenever a new member is appointed to a Board Committee, information relevant to the functioning of the Committee and the role and responsibility of Committee members is informed. The Independent Directors have attended such orientation process/ familiarization programme. The Board and Committee meetings of the Company are held at least on a quarterly basis and members of the Board meet key functional/business heads separately to get themselves more familiarized with the business/operations and challenges faced by the industry on an ongoing basis. iv. DECLARATIONS BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in the opinion of Board, the Independent directors meet the said criteria. The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity. During the year under review, the non-executive directors of the Company had no pecuniary relationship transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company v. Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc are included in the Corporate Governance Report annexed with this report on Page No 45p. vi. Key Managerial Personnel

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Jayesh Raichandbhai Thakkar Compliance Officer

Bhavesh Desai CFO

Anmol Shanwlesha Company Secretary & Compliance Officer (upto 29^th December, 2022)

Mr. Anmol Shanwlesha has resigned from the office of Company Secretary & Compliance Officer w.e.f December 29, 2022.

17. INDEPENDENT DIRECTORS MEETING:

The Independent Directors of your Company often meet before the Board Meetings without the Non-Independent Directors or Chief Financial Of cer or any other Management Personnel.

These Meetings are conducted in an informal and exible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company(taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of ow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

One Meeting of Independent Directors was held on March 28, 2023 during the year and this meeting was attended.

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits responsibility Statement: a) in the preparation of the annual financial statements for the year ended on 31 ^st March, 2023, applicable accounting standards have been followed along with proper explanation relating to material departures, if any, b) such accounting policies have been selected and applied consistently and judgments and estimates 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 31^st March, 2023 and of the profit of the company for the year ended on that date,

c) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for prevention and detection of fraud and other irregularities,

d) the annual financial statements are prepared on a going concern basis

e) proper internal financial controls are in place and that the financial controls are adequate and are operating effectively and

f) The systems to ensure compliance with the provisions of all applicable laws are in place and are adequate and operating effectively.

19. ISSUANCE OF FCCB:

The Company has issued 1.50% Listed FCCBs of USD 1000/- Lakhs to Global Focus Fund (Republic of Mauritius) Regulated by Financial Service Commission, Mauritius as on 3rd February 2023, with a maturity period of 37 Months which has outstanding amount 68,887.47 Lakhs (March 2022 : Nil Lakhs). The subscriber can exercise the conversion option at any time on or after 1 Week from the date of issue and up to the maturity date. Interest is payable on annual basis. The Price at which shares will be issued upon Conversion of the bonds (the "Conversion Price") will be at a price Calculated as per the 6 Months Average or 15 Days Average, Whichever is higher in line with equity issue price Guidelines for new Allotment of equity shares Defined by Securities Exchange board of India (SEBI). conversion of FCCBs, for a principle value USD 11,00,000,(11 Bonds @1,00,000 USD) the Company during the current financial year, issued and allotted 4,51,00,000 (Four Crore Fifty One Lakh ) Fully Paid Equity shares of face value INR 1/- each, at a conversion price of INR 2 /-each (including a premium of INR 1/-each) per Equity Share for 4,51,00,000 Equity Shares under FCCB.

20. SUB-DIVISION/SPLIT OF SHARES:

The Company has made Sub-Division/Stock Split from every 1 (One) equity share of face value of Rs. 2/- each into 2 (Two) equity shares of Re. 1/- each with effect from 24/05/2022. The Capital Structure after the sub-division is as under:

Particulars	No. of Shares	F a ce Value	Amount
Authorised Share Capital	86,45,00,000	1 86,45,00,000
Equity Shares of Re.1/- each
Paid Share Capital	66, 44, 33, 330	1 6	6,
Issued Share Capital	66, 44, 33, 330	1 6	6,

21. CHANGE OF ISIN NUMBER:

During the Year, the Company has made Sub-Division/Stock Split from1 (One) Equity Share of Rs. 2/- each to 2 (Two) Equity Shares of Re. 1/- each with effect from May 24, 2022. Therefore, due to Corporate Action for the Stock Split, ISIN Number of the Company has been changed and new ISIN is INE313M01030.

22. POSTAL BALLOT

The Company has held 2 meeting through Postal Ballet during the financial year 2022-23 the details of which are mentioned in “Annexure E (Corporate Governance)”

23. DEMATERIALIZATION OF SHARES:

As on March 31, 2023, there were 58,60,35,030 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 88.2% of the total issued, subscribed and paid-up capital of the Company.

24. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization. The said policy is also available on the website of the Company at www.evexialifecare.com.

25. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has placed an adequate Internal Financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Companys internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed.

26. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has three unlisted Subsidiaries and details of which are as below, the Company does not have Joint venture or Associate Company. Details of Subsidiaries Company:

A. Kavit Edible Oil Limited(80% Holding),

B. Kavit Trading Private Limited (formerly Kavit Infoline Private Limited) (70% Holding) C. Evexia Lifecare Africa Limited (100 % Holding)

27. Auditors

1. Statutory Auditors

The present Auditors of the Company are M Sahu & Co., Chartered Accountants, having registration number FRN No. 130001W were appointed as Statutory Auditors of the Company to hold office from the conclusion of 28^th Annual General Meeting (AGM) till the conclusion of the 33^rdAnnual General Meeting of the Company to be held in the year 2024. There are qualifications, reservations or adverse remarks made by M Sahu & Co., Chartered Accountants., the Statutory Auditors of the Company, in their report the list of which is mentioned herewith. During the year 2022-23, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies(Audit and Auditors) Rules, 2014 (as amended from time to time).

However, M/s. M Sahu & Co., Chartered Accountants, having registration number FRN No. 130001W has tendered his resignation from the position of Statutory Auditors of the Company from the financial year 2023-24 stating the reason that they had approached to our Company to increase their Audit Fee for the remaining period as an Auditor and it was being communicated by our Company that looking to current financial and business condition any increase in audit fee couldnt be considered and therefore In view of the above, and as discussed and agreed with the management, he express his inability to continue as Statutory Auditor of the Company for the remaining term.

Further M/s.Tejas K. Soni & Company, Chartered Accountants (FRN No. : 135093W) has been appointed as Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of previous Auditor viz. M Sahu & Co., Chartered Accountants. Your board has proposed the appointment of M/s. Tejas K. Soni & Company., Chartered Accountants (FRN No. : 135093W) as statutory auditor of the Company from F.Y.2023-24 to F.Y.2027-28.

Explanations to Auditors Modified Opinion:

Sr.no	Basis Of Qualification	Management Response
1.	We draw attention to the Note No 43 to the Financial Results, which indicates that Loans receivables of INR 1449.32 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 Managements 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 Company has granted interest free loan the terms and conditions including repayment thereof have not been stipulated by the Company to the associates and other parties of INR 4156.85 lacs out of same loan amounting to Rs. 1449.32 lacs are pertaining to the Companies whose names strike of by MCA. The Company has not impaired the balances of this loans in accordance with the requirement of IND AS 109 financial instruments. The management considers such balances as good and recoverable in future.
2.	We draw attention to the Note No 44 to the Financial Results, which indicates that Trade Receivables amounting to INR 4301.85 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 Managements 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	The Company has trade receivable amounting to INR 4301.85 lacs which are outstanding for more than one and two years. The Company has not either created and ECL provisions and impaired the balances of this trade receivables in accordance with the requirement of IND AS 109 financial instruments. The management considers such balances as good and recoverable in future.
3.	We draw attention to the Note No 45 to the Financial Results, which indicates that company has made investments in unquoted equity shares of the companies amounting to INR 87.39/- Lakhs for which company is unable to determine fair valuation of its investments. 26lacs as at 31.03.2023 and	In absence of sufficient information the Company is unable to determine the fair valuation of its investment in unquoted equity shares of the companies amounting to INR 87.39 consequently adjustment if any to the caring value of investment in unquoted equity shares as at 31.03.2023 have not been recognised.
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 INR 123.98 Lakhs in form of Equity and unsecured loan and companys subsidiary has negative net worth as of 31st March, 2023. These conditions raised substantial doubt about its ability as going concern	As of 31.03.2023 the Company has exposure to its subsidiary Kavit Edible Oil Limited of Rs. 123.98 lacs towards investment in equity and unsecured loans. Kavit Edible Oil Limited has suspended its manufacturing operation in March, 2019 and has negative net worth as of 31st March. This condition raised substantial doubts about its ability as going concern.
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 INR 68,887.47 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 31st March 2023 would have been lower by INR 584.98 Lakhs.	During the period under review the Company has raised 1000 FCCB of face value USD 100000 each amounting to face value of USD 100 Million at 1.50 coupon rate at a discount of 15% in the Company raised USD 85 Million I.e. on 3rd Feb, 2023. The FCCB are listed on Affrinex Exchange maturity tenure of this FCCB is 37 months and it is convertible into listed equity shares at the option of holder of FCCB.

2. Secretarial Auditor:

M/s. Brajesh Gupta & Co., Company Secretaries, Indore were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Brajesh Gupta & Co., Company Secretaries, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure-A.

The qualifications, reservations or adverse remarks made by M/s. Brajesh Gupta & Co., Company Secretaries, Company Secretaries, in their report are mentioned hereunder along with the response provided by the management;

Qualification	Explanation
The Website of the Company is not updated as stipulated in Regulation 46(2) of the SEBI (LODR) Regulations, 2015	Management informed that generally they uploaded / updated the information on website and will ensure the timely updation of the website
The Company has failed to make disclosure under Regulation 30 read with sub clause (2.1) (f) under Para 2 SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 15, 27 2015 for issuance of Foreign Currency Convertible Bonds (FCCBs)/GDR/QIP/other securities linked to equity/ any instruments or securities representing convertible securities within 24 hours from the board meeting held on 07/11/2022 i.e. date of occurrence of event or information. Further the Company has uploaded the disclosure on 14/11/2022 i.e. delay of 6 days	The Management Clarified that the said disclosure has been uploaded on 14/11/2022. It is to be noted the mistake was inadvertent in nature and Company will be more cautious in future while complying applicable SEBI (LODR) Regulation 2015.
The Company had maintained the data in Excel format and therefore was tamperable in nature and hence in violation of compliance of Structured Digital Database (SDD) in terms of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations).	The Board of Directors of the Company would like to clarify that initially the entries were maintained into Excel Format and to its non- tamperable nature, we strictly implemented the Password of File. The Company has installed SDD software which is non- tamperable.
Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 BSE has taken following actions:	The Management informed that the Company has submitted the;
a. Imposed a fine of Rs. 82,600/- to the Company for late submission of disclosure of related party transactions for period ended March, 2022 under Reg.23(9) of SEBI (LODR) Regulations, 2015. The Company has filed disclosure of related party transactions on May 11, 2022 which is delay of 14 days. b. Imposed a fine of Rs. 68,440/- for late submission o f shareholding Pattern u nderBSE Limited.regulation 31(b) of SEBI (LODR), Regulations, 2 015 for the quarter ended December 31, 2022. The Company has filed shareholding pattern of q uarter ended December 31, 2022 on February 21, 2023which is delay of 31 days	a) the Related Party Transaction for the Quarter ended on May 1 1, 2 022 21/02/2023 and also paid Rs. 68,440/- as fine imposed by the BSE Limited.
	b) the Shareholding pattern for the Quarter ended on December 2022 on 21/02/2023 and also paid Rs. 68,440/- as fine imposed by the
Mr. Anmol Shanwlesha has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. December 29, 2022 thereafter as per Reg.6(1) of SEBI LODR, the Company is required to appoint a qualified Company secretary as a Compliance Officer, h o wever the Company failed to appoint a Company Secretary as Compliance Officer 100% (hundred p ercent) shareholding of promoter(s) and promoter group are not in dematerialized form as per Regulation 31(2) of SEBI (LODR) Regulations, 2015 28	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.
	The Management clarified that the shareholding o f the concerned Promoters whose shareholding are yet to be dematerialized have confirmed to initiate the process of converting their shares into demat form.
The Company had failed to file e-form MGT 15 i.e. Report of AGM under Section 121, E form MGT-14 i.e. approval of Financial statements under section 179, e-form MGT- 14 i.e. approval of Board Report for the F.Y. 2021-22 under section 179, e-form MGT-14 i.e. Filing of Resolutions passed in the Annual General Meeting held in the F.Y. 2021-22, e- form MGT-7 i.e. Annual return under section 92 of the Companies Act, 2013 for the F.Y. 2021-22, e-form AOC-4 i.e. filing of Financial Statements under section 137, e-MGT-14 i.e. Appointment of Company Secretary under section 203, e form DIR-12 i.e. change in designation of Director, E-form SH-7 for stock split from Rs. 10 to Rs 2, and e-form Sh- 7 for subdivision of Rs. 2 to Rs. 1 of the Companies Act, 2013 within stipulated time period under respective sections of the Act	The Board of Directors of the Company would like to clarify that the Company had filed the forms with additional fees and the board is in process to file pending forms on MCA portal.

3. 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.

Reporting of Frauds by Auditors:

Pursuant to Section 134(3)(ca) of the Companies Act, 2013, the Statutory Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section143(12)of the Companies Act, 2013, details of which needs to be mentioned in this Report.

4. Internal Auditor:

Mr. Kavit Thakkar is an Internal Auditor.

28. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2 0 1 4 is furnished in the Website o f the Company www.evexialifecare.com.

29. PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-“B”. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

30. CORPORATE GOVERNANCE

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. The Report on Corporate Governance is attached as Annexure ‘E.

31. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

The Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Listing Regulations is given as an Annexure-C to this report.

32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT

WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Company has complied with the provisions relating to the constitution of internal complaints committee under the aforesaid Act.

33. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The Company confirms Compliance with the applicable requirements of Secretarial Standards 1 and 2.

34. INSOLVENCY AND BANKRUPTCY CODE:

During the Financial year ended on March 31, 2023, there is no application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016.

35. FINANCIAL CALENDAR

The Company expects to announce the unaudited/audited quarterly results for the year 2023-24 as per the following schedule:

First quarter: 2^nd week of August, 2023 Half-yearly results: 2^nd week of November, 2023 Third quarter: 2^nd Week of February, 2024 Yearly Results: By end of May, 2024

36. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of board of directors

Date: 08/09/2023	J	a	yesh Raichandbhai
Place: Vadodara	Chairman & Managing Director
			(DIN: 01631093)