Directors Report of Everlon Financials Ltd.

Mar 31, 2025

The Board of Directors present their 36^th Annual report together with Audited Financial Statements for the year ended 31^st March, 2025.

1. OPERATIONS AND FINANCIAL RESULTS

	Year Ended	Year Ended
Particulars	31/03/2025	31/03/2024
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operations	1311.42	1010.99
Other Income	244.31	12.34
Total Income	1555.73	1023.33
Less :- Expenses:-
a) Cost of materials Consumed	-	-
b) Purchase of stock-in-trade	1112.26	1017.47
c) Changes in Inventoried of finished goods, work-in progress and stock-in-trade	(75.69)	(983.19)
d) Employees benefits expense	18.18	17.37
e) Finance Cost	3.91	1.89
f) Depreciation & amortization expenses	9.83	7.93
g) Other Expenses	68.39	55.16
Profit /(Loss) before Tax & Exceptional items	418.86	906.71
Add : Exceptional items	-	-
Less: Provision for Tax	300.90	106.25
Add/ (Less): Deferred Tax	0.92	(0.12)
Profit /(Loss) after tax	118.87	800.35

2. SIGNIFICANT DEVELOPMENT

Your company had received Certificate of Registration (COR) as Non-Banking Financial Company (NBFC) without accepting public deposits from Reserve Bank of India ("RBI") on 19" December, 2022. Accordingly, the Company has commenced the Investment Activities & funding of solar power plants.

3. DIVIDEND

The Board considers it prudent to conserve resources and therefore has not recommended any dividend for the year.

4. CHANGE IN NATURE OF BUSINESS

The company has commenced Non-Banking Financial business and received Certificate of Registration (COR) as Non-Banking Financial Company (NBFC)— Micro Finance Institution without accepting public deposits from Reserve Bank of India ("RBI") on 19" December, 2022.

5. COMPLIANCE WITH NBFC REGULATIONS

Your Company has complied and continues to comply with all the regulatory requirements applicable to NonBanking Financial Institutions as per Reserve Bank of India’s guidelines.

6. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

To the best of our knowledge and belief, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2024- 25 and the date of this report.

7. SIGNIFICANT AND MATERIAL ORDERS

To the best of our knowledge and belief, no significant and material orders were passed by regulators or courts or tribunals during FY 2024-25 impacting the Company’s going concern status and operations in future.

8. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary / Joint Venture / Associate Companies, at present.

9. DEPOSITS

During the period under review, the company has not received or accepted any deposit from Public and retained its non- acceptance of Public deposit NBFC status. The financials does not contain any figures that comes under the classification of deposits as specified under clause V of the Companies Act, 2013.

The Company is registered as NBFC- ND (MFI) and does not accept any deposit. Hence, no deposit was accepted from the public during the period ended on 31^st March, 2025.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details required are given in the notes to the financial statements.

11. SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores) consisting of 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten) each.

The Paid up Share Capital is Rs. 6,20,00,000/- (Rupees Six Crore Twenty Lakhs) consisting of 62,00,000 (Sixty Two lakhs) Equity Shares of Rs.10/- (Rupees Ten) each.

12. MEETINGS OF THE BOARD OF DIRECTORS

The Notice and Agenda of the Meetings were circulated well in advance to the respective Directors. During the year under review, Six (6) Board Meetings were convened and held. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013. The dates on which the Board Meetings were held are mentioned below:

Sr No.	Date of Meeting
1	24/05/2024
2	16/07/2024
3	12/08/2024
4	24/10/2024
5	16/12/2024
6	08/02/2025

13.MEETINGS OF THE COMMITTEES

• Audit Committee Meetings The Notice and Agenda of the Audit Committee Meetings were circulated well in advance to the respective Members. During the year under review, 04 (Four) Audit Committee Meetings were convened and held. The dates on which the Audit Committee Meetings were held are mentioned below:
	Sr No.	Date of Meeting
	1	24/05/2024
	2	12/08/2024
	3	24/10/2024
	4	08/02/2025
• Nomination and Remuneration Committee Meetings The Notice and Agenda of the Nomination and Remuneration Committee Meetings were circulated well in advance to the respective Members. During the year under review, 04 (Four) Nomination and Remuneration Committee Meetings were convened and held. The dates on which the Nomination and Remuneration Committee Meetings were held are mentioned below:
	Sr No.	Date of Meeting
	1	24/05/2024
	2	16/07/2024
	3	12/08/2024
	4	08/02/2025
• Stakeholder Relationship Committee Meetings The Notice and Agenda of the Stakeholder Relationship Committee Meetings were circulated well in advance to the respective Members. During the year under review, 04 (Four) Stakeholder Relationship Committee Meetings were convened and held. The dates on which the Stakeholder Relationship Committee Meetings were held are mentioned below:
	Sr No.	Date of Meeting
	1	24/05/2024
	2	12/08/2024
	3	24/10/2024
	4	08/02/2025

14. ANNUAL RETURN

The Annual Return as provided under Section 92 of the Act is available on the website of the Company at http://www.everlon.in.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure A to this report.

16. DIRECTORS & KEY MANAGERIAL PERSONNELA) Retirement by rotation

Mrs. Varsha Jitendra Vakharia (DIN: 00052361), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment pursuant to Section 152 of the Companies Act, 2013.

B) Directors & KMP

Sr. No.	Name of Director and Key Managerial Personnel	Category and Designation
1.	Mr. Jitendra K. Vakharia	Promoter and Managing Director
2.	Mrs. Varsha J. Vakharia	Promoter and Non Executive Director
3.	Mr. Nitin I. Parekh	Non-Executive Independent Director
4	Mr. Kiron Basty Shenoy	Non-Executive Independent Director
5.	Mr. Neeraj Sharma	Non-Executive -Non Independent Director
6.	Mr. Vivek M.Mane	Chief Financial Officer
8.	Ms. Pooja N. Sanghavi	Company Secretary & Compliance Officer

During the year, Mrs. Jayshree Bharatkumar Shah (DIN: 07393868) was appointed as an Additional Non Executive & Non Independent Director of the Company w.e.from 16^th July, 2024 and consequently resigned from the Directorship w.e.from 07^th March, 2025 .

17. BOARD EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

The Board has carried out an annual evaluation of its own performance, working of its Committees and the Directors individually in line with the requirements of the Act and Listing Regulations.

The Directors were provided with structured questionnaire to record their views. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors. The evaluation process was attentive on various aspects of the functioning of the Board and its Committees, such as experience and competencies, performance of specific duties and obligations of the Board & its Committees, and governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as Leadership initiative, Initiative in terms of new ideas and planning for the Company, Timely inputs on the minutes of the meetings of the Board and Committee etc. The same is found to be satisfactory.

18. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and provisions of Securities and Exchange Board of India (Listing Obligations and disclosure requirements) Regulations, 2015 (“Listing Regulations”) and based on the declarations received from the Independent directors, the Board of directors are of the opinion that the directors have the requisite integrity, expertise and experience including the proficiency to be the independent directors of the Company. The Board is of the opinion that the Independent Directors of the Company holds highest standards of integrity, expertise and experience (including the proficiency) required to fulfil their duties as Independent Directors.

19.OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS

The Board members are satisfied with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company.

20.VIGIL MECHANISM

The Company has established vigil mechanism for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the

Chairperson of the Audit Committee of the Company for redressal and exceptional cases, there is direct access to approach Mr. Kiron Basty Shenoy, Chairperson of the Audit Committee.

21. STATUTORY AUDITORS

The Members of the Company at the Annual General Meeting held on 12^th August, 2024 approved the appointment of M/s. B. L. Dasharda and Associates, Chartered Accountants (Firm Registration No. 112615W) as the Statutory Auditors of the Company for a period of Two years from the conclusion of this annual general meeting till the conclusion of 37th annual general meeting.

No frauds have been reported by the Statutory Auditors during the Financial Year 2024-2025 pursuant to the provisions of Section 143(12) of the Act.

The Reports given by M/s. B. L. Dasharda and Associates, Chartered Accountants on the Financial Statements of the Company for FY 2024-25 does not contain any qualification, reservation or adverse remarks and forms part of the Annual Report.

22.SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Sindhu Nair & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2024-25, as required u/s. 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year ended 31^st March, 2025 is annexed herewith marked as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

23.INTERNAL AUDITORS

The company has appointed M/s. R. Thakkar and Co., Chartered Accountants, Mumbai, as Internal Auditors for financial year 2024-25.

24. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

25. DETAIL OF FRAUD AS PER AUDITORS REPORT

There was no fraud reported during the year ended 31st March, 2025. This is also being supported by the report of the auditors of the Company. There are no adverse observations/qualifications in the Statutory Auditors report

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that:-

a) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31^st March, 2025 and of the profit of the company forthe year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27.DETAILS OF COMMITTEES OF THE BOARD

The Board has constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of aforesaid committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules made under and Listing / Regulations are as follows:

A. Audit Committee:

The Audit Committee functions according to requirement of Section 177 of the Companies Act, 2013 that defines its composition, authority, responsibility and reporting functions as applicable to the Company and is reviewed from time to time. All recommendations made by the Audit Committee were accepted by the Board.

	Name of Committee Members	Status	Category
Audit Committee	Mr. Kiron B, Shenoy	Chairman	Non- Executive/lndependent
	Mr. Nitin I. Parekh	Member	Non- Executive/lndependent
	Mr. Jitendra K. Vakharia	Member	Executive

B. Nomination and remuneration committee:

The Board of Directors of every Listed Company is required to have Nomination and Remuneration Committee. The Committee is constituted to identify persons who are qualified to become Directors and who may be appointed in Senior Management and to formulate the criteria for determining qualifications, positive attributes recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees and to carry out evaluation of every Director’s performance and to lay the matters as enumerated under the Companies Act, 2013.

The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013.

	Name of Committee Members	Status	Category
Nomination and Remuneration Committee	Mr. Kiron B, Shenoy	Chairman	Non- Executive/lndependent
	Mr. Nitin I. Parekh	Member	Non- Executive/lndependent
	Mr. Jitendra K. Vakharia	Member	Executive
	Mrs. Varsha J. Vakharia	Member	Executive

Criteria for Determining Qualifications, Positive Attributes, Independence and Other Matters Concerning a Director:

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1 )(b) of the Listing Regulations, 2015.

C. Stakeholder’s Relationship Committee:

The Stakeholder Relationship Committee was constituted to ensure that all commitment to shareholders and investors are met and thus strengthen their relationship with the Company.

	Name of Committee Members	Status	Category
Stakeholder Relationship Committee	Mrs. Varsha J. Vakharia	Chairman	Executive
	Mr. Jitendra K. Vakharia	Member	Executive

28. RISK MANAGEMENT PLAN

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. There are no risks which threaten the existence of the company.

29. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility are applicable as the Company is falling under the said parameters.

Net profit of the Company for the financial year ended March 31,2024 exceeded Rs. 5 crore. Therefore, as per requirement of Section 135 of the Companies Act, 2013, provisions of Corporate Social Responsibility are applicable on Company from the F.Y. 2023-24. Therefore, Company will spend the requisite CSR amount in current financial year 2024-25.

Further, as per the Ministry of Corporate Affairs vide Notification No. G.S.R. 40(E) dated 22nd January, 2021 issued the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, sub-section (9) inserted by Companies (Amendment) Act, 2020 provides that where the amount to be spent by a company does not exceed fifty lakh rupees, the requirement under sub-section (1) for constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee shall be discharged by the Board of Directors of such company therefore our Company not required to constitution Committee.

The Company has made the relevant provisions for CSR activities in the Books of Accounts and has allocated the money.

The brief outline of the Corporate Social Responsibility (“CSR”) policy of the Company and the initiatives undertaken by the Company on CSR activities during the Financial Year under review are set out in Annexure C.

30. CORPORATE GOVERNANCE REPORT

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to as the paid-up share capital and net worth is below the limits mentioned in regulation 15 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence the same has not been annexed to the Board’s Report.

Our Company has always adhered itself towards best governance practices. The Company has maintained high level of integrity and transparency towards compliance of all laws, regulations, rules and guidelines whether provided by any enactment or issued by SEBI.

31. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report. Annexure D.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All the related party transactions are entered on arm''s length basis and in ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and listing regulation. Form AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, giving details of contract or arrangement is attached herewith as Annexure E. All related party transactions are presented to the Audit Committee and the Board, if required for approval.

33.INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

34. PARTICULARS OF EMPLOYEES AND DIRECTORS REMUNERATION

Remuneration policy for Directors, Key Managerial Persons and other employees is attached herewith as Annexure F.

Particulars of Directors Remuneration as required u/s. 197(12) read with Rule 5(1) of The Companie’s (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached herewith as Annexure G.

35. CODE OF CONDUCT

The Company has obtained declaration from Managing Director under Para D of Schedule V of Listing Regulations 2015 in respect of compliance of Code of conduct during the year under review.

36. FAMILIARISATION PROGRAMME FOR DIRECTORS

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors provide an overview of the operations and familiarise the new Independent and NonExecutive Directors on matters related to the Company’s values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies etc The policy on Company’s familiarization program for Independent Directors is posted on Company’s website at www.everlon.in

37.REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a congenial atmosphere to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities to employees without regard to their race, gender, sex, etc. The Company has also framed a policy on the Prevention of Sexual Harassment at the Work Place and constituted an Internal Committee to redress any complaints of sexual harassment by employees or other persons working for the Company.

There were no cases of sexual harassment reported during the year under review under the said policy.

38.STATEMENT THAT COMPANY HAS COMPLIED WITH MATERNITY BENEFIT ACT.

The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. It ensures that all eligible women employees are provided with the benefits and entitlements mandated under the Act, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company is committed to fostering a supportive and inclusive workplace and continues to uphold all applicable labour laws related to employee welfare and social security.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with the applicable provisions of Secretarial Standard - 1 on meetings of Board of Directors and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

40.STATUTORY DISCLOSURE

None of the Directors of your Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors of your Company has made necessary disclosure as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

41.INSIDER TRADING REGULATION

The Company has implemented a Code of Conduct for the Prevention of Insider Trading, in the form of a Structured Digital Database (SDD), to regulate the trading of securities by the Directors and designated employees. The Code mandates pre-clearance for transactions involving the Company’s shares and prohibits the purchase or sale of shares by Directors and designated employees when in possession of unpublished price-sensitive information or during the closure of the Trading Window. The Board is responsible for ensuring the effective implementation of this Code.

42. BUSINESS RESPONSIBILITY REPORT

Report on Business Responsibility report is not applicable to the Company as per Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015 since the Company does not fall within top 1000 listed entities.

43. REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review.

The present address of the Registered Office is as follows: 607 Regent Chambers, 208 Nariman Point, Mumbai, Maharashtra, India- 400021.

44. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year:-

(a) Equity shares with differential rights.

(b) Sweat equity shares.

(c) Employee Stock Options Scheme.

45. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

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Mar 31, 2024

The Board of Directors present their 35^th Annual report together with Audited Financial Statements for the year ended 31^st March, 2024.

1. OPERATIONS AND FINANCIAL RESULTS

	Year Ended	Year Ended
Particulars	31/03/2024	31/03/2023
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operations	1010.99	514.78
Other Income	12.34	14.20
Total Income	1023.33	528.98
Less :- Expenses:-
a) Cost of materials Consumed	-	-
b) Purchase of stock-in-trade	1017.47	660.57
c) Changes in Inventoried of finished goods, work-in progress and stock-in-trade	(983.19)	(418.04)
d) Employees benefits expense	17.37	15.99
e) Finance Cost	1.89	0.47
f) Depreciation & amortization expenses	7.93	6.95
g) Other Expenses	55.16	53.39
Profit /(Loss) before Tax & Exceptional items	906.71	209.65
Add : Exceptional items	-	-
Less : Provision for Tax	106.25	75.47
Add/ (Less) : Deferred Tax	(0.12)	0.65
Profit /(Loss) after tax	800.35	134.83

2. SIGNIFICANT DEVELOPMENT

Your company had received Certificate of Registration (COR) as Non-Banking Financial Company (NBFC) without accepting public deposits from Reserve Bank of India ("RBI") on 19" December, 2022. Accordingly, the Company has commenced the Investment Activities & funding of solar power plants.

3. DIVIDEND

The Board considers it prudent to conserve resources and therefore has not recommended any dividend for the year.

4. CHANGE IN NATURE OF BUSINESS

The company has commenced Non-Banking Financial business and received Certificate of Registration (COR) as NonBanking Financial Company (NBFC)- - Micro Finance Institution without accepting public deposits from Reserve Bank of India ("RBI") on 19" December, 2022.

5. COMPLIANCE WITH NBFC REGULATIONS

Your Company has complied and continues to comply with all the regulatory requirements applicable to Non- Banking Financial Institutions as per Reserve Bank of India’s guidelines.

6. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

To the best of our knowledge and belief, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2023- 24 and the date of this report.

7. SIGNIFICANT AND MATERIAL ORDERS:

To the best of our knowledge and belief, no significant and material orders were passed by regulators or courts or tribunals during FY 2023-24 impacting the Company’s going concern status and operations in future.

8. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary / Joint Venture / Associate Companies, at present.

9. DEPOSITS

During the period under review, the company has not received or accepted any deposit from Public and retained its nonacceptance of Public deposit NBFC status. The financials does not contain any figures that comes under the classification of deposits as specified under clause V of the Companies Act, 2013.

The Company is registered as NBFC- ND (MFI) and does not accept any deposit. Hence, no deposit was accepted from the public during the period ended on 31^st March, 2024.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details required are given in the notes to the financial statements.

11. SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores) consisting of 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each.

The Paid up Share Capital is Rs. 6,20,00,000/- (Rupees Six Crore Twenty Lakhs) consisting of 62,00,000 (Sixty Two lakhs) Equity Shares of Rs.10/- (Rupees Ten) each.

During the year, the Board has approved allotment of 5,77,760 Equity Shares of Face Value of Rs. 10/- each at a Premium of Rs. 15/- to the Promoter/ Promoters Group on a Preferential issue in a cash consideration basis and filed necessary e forms and application with MCA & Stock exchange.

12. MEETINGS OF THE BOARD OF DIRECTORS

The Notice and Agenda of the Meetings were circulated well in advance to the respective Directors. During the year under review, 05 (Five) Board Meetings were convened and held. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013. The dates on which the Board Meetings were held are mentioned below:

Sr No.	Date of Meeting
1	29/05/2023
2	27/07/2023
3	02/09/2023
4	04/11/2023
5	05/02/2024

13. MEETINGS OF THE COMMITTEES • Audit Committee Meetings

The Notice and Agenda of the Audit Committee Meetings were circulated well in advance to the respective Members. During the year under review, 04 (Four) Audit Committee Meetings were convened and held. The dates on which the Audit Committee Meetings were held are mentioned below:

Sr No.	Date of Meeting
1	29/05/2023
2	27/07/2023
3	04/11/2023
4	05/02/2024

• Nomination and Remuneration Committee Meetings

The Notice and Agenda of the Nomination and Remuneration Committee Meetings were circulated well in advance to the respective Members. During the year under review, 02 (Two) Nomination and Remuneration Committee Meetings were convened and held. The dates on which the Nomination and Remuneration Committee Meetings were held are mentioned below:

Sr No.	Date of Meeting
1	29/05/2023
2	05/02/2024

• Stakeholder Relationship Committee Meetings

The Notice and Agenda of the Stakeholder Relationship Committee Meetings were circulated well in advance to the respective Members. During the year under review, 04 (Four) Stakeholder Relationship Committee Meetings were convened and held. The dates on which the Stakeholder Relationship Committee Meetings were held are mentioned below:

Sr No.	Date of Meeting
1	29/05/2023
2	27/07/2023
3	04/11/2023
4	05/02/2024

14. ANNUAL RETURN

The Annual Return as provided under Section 92 of the Act is available on the website of the Company at http://www.everlon.in.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure A to this report.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL A) Retirement by rotation

Mrs. Varsha Jitendra Vakharia (DIN: 00052361), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment pursuant to Section 152 of the Companies Act, 2013.

Sr. No.	Name of Director and Key Managerial Personnel	Category and Designation
1.	Mr. Jitendra K. Vakharia	Promoter and Managing Director
2.	Mrs. Varsha J. Vakharia	Promoter and Non Executive Director
3.	Mr. Nitin I. Parekh	Non-Executive Independent Director
4	Mr. Kiron Basty Shenoy	Non-Executive Independent Director
5.	Mr. Neeraj Sharma	Non-Executive -Non Independent Director
6.	Mr. Vivek M.Mane	Chief Financial Officer
7.	*Mr. Kiran A.Sawant (Ceased on 11.01.2024)	Company Secretary & Compliance Officer
8.	*Ms. Pooja N. Sanghavi (Appointed on 05.02.2024)	Company Secretary & Compliance Officer

During the year, there has been no change in the constitution of Board of Directors of the Company, however Mrs. Jayshree Bharatkumar Shah (DIN: 07393868) was appointed as an Additional Non Executive & Non Independent Director of the Company w.e.from 16^th July, 2024.

Mr. Kiran A. Sawant, Company Secretary & Compliance Officer of the Company has resigned w.e.from 11^th January, 2024 and Ms. Pooja N Sanghavi appointed as Company Secretary & Compliance Officer of the Company w.e.from 05^th February, 2024.

17. BOARD EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

The Board has carried out an annual evaluation of its own performance, working of its Committees and the Directors individually in line with the requirements of the Act and Listing Regulations.

The Directors were provided with structured questionnaire to record their views. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors. The evaluation process was attentive on various aspects of the functioning of the Board and its Committees, such as experience and competencies, performance of specific duties and obligations of the Board & its Committees, and governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as Leadership initiative, Initiative in terms of new ideas and planning for the Company, Timely inputs on the minutes of the meetings of the Board and Committee etc. The same is found to be satisfactory.

18. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and provisions of Securities and Exchange Board of India (Listing Obligations and disclosure requirements) Regulations, 2015 (“Listing Regulations”)and based on the declarations received from the Independent directors, the Board of directors are of the opinion that the directors have the requisite integrity, expertise and experience including the proficiency to be the independent directors of the Company. The Board is of the opinion that the Independent Directors of the Company holds highest standards of integrity, expertise and experience (including the proficiency) required to fulfil their duties as Independent Directors.

19. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board of Directors have evaluated the Independent Directors appointed during the year 2023-24 and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

20. VIGIL MECHANISM

The Company has established vigil mechanism for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal and exceptional cases, there is direct access to approach Mr. Kiron Basty Shenoy, Chairperson of the Audit Committee.

21. STATUTORY AUDITORS

The Auditors M/s. B. L. Dasharda and Associates, Chartered Accountants (Firm Registration No. 112615W), retire at the conclusion of the ensuing Annual General Meeting. The Board of Directors in their meeting held on 12^th August, 2024 has proposed the re-appointment of M/s. B. L. Dasharda and Associates, Chartered Accountants (Firm Registration No. 112615W), as auditors of the company for a period of Two years from the conclusion of this annual general meeting till the conclusion of 37th annual general meeting.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

22. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Sindhu Nair & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24, as required u/s. 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith marked as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

23. INTERNAL AUDITORS

The company has appointed M/s. R. Thakkar and Co., Chartered Accountants, Mumbai, as Internal Auditors for financial year 2024-25.

24. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

25. DETAIL OF FRAUD AS PER AUDITORS REPORT

There was no fraud reported during the year ended 31st March, 2024. This is also being supported by the report of the auditors of the Company. There are no adverse observations/ qualifications in the Statutory Auditors report

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that:-

a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31^st March, 2024 and of the profit of the company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

27. DETAILS OF COMMITTEES OF THE BOARD

The Board has constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders’ Relationship Committee. The Composition of aforesaid committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules made under and Listing / Regulations are as follows:

A. Audit Committee:

The Audit Committee functions according to requirement of Section 177 of the Companies Act, 2013 that defines its composition, authority, responsibility and reporting functions as applicable to the Company and is reviewed from time to time. All recommendations made by the Audit Committee were accepted by the Board.

	Name of Committee Members	Status	Category
Audit Committee	Mr. Kiron B, Shenoy	Chairman	Non-Executive/Independent
	Mr. Nitin I. Parekh	Member	Non-Executive/Independent
	Mr. Jitendra K. Vakharia	Member	Executive

B. Nomination and remuneration committee:

The Board of Directors of every Listed Company is required to have Nomination and Remuneration Committee. The Committee is constituted to identify persons who are qualified to become Directors and who may be appointed in Senior Management and to formulate the criteria for determining qualifications, positive attributes recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees and to carry out evaluation of every Director’s performance and to lay the matters as enumerated under the Companies Act, 2013.

The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013.

	Name of Committee Members	Status	Category
Nomination and Remuneration Committee	Mr. Kiron B, Shenoy	Chairman	Non-Executive/Independent
	Mr. Nitin I. Parekh	Member	Non-Executive/Independent
	Mr. Jitendra K. Vakharia	Member	Executive
	Mrs. Varsha J. Vakharia	Member	Executive

Criteria for Determining Qualifications, Positive Attributes, Independence and Other Matters Concerning a Director:

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.

C. Stakeholder’s Relationship Committee:

The Stakeholder Relationship Committee was constituted to ensure that all commitment to shareholders and investors are met and thus strengthen their relationship with the Company.

	Name of Committee Members	Status	Category
Stakeholder Relationship Committee	Mrs. Varsha J. Vakharia	Chairman	Executive
	Mr. Jitendra K. Vakharia	Member	Executive

28. RISK MANAGEMENT PLAN

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. There are no risks which threaten the existence of the company.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company, being a responsible organization, recognizes its social responsibility to contribute towards the activities for the benefit and development of the Society. Although, the CSR Act is not applicable on the Company as per the provisions of the Act.

30. CORPORATE GOVERNANCE REPORT

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to as the paid-up share capital and net worth is below the limits mentioned in regulation 15 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence the same has not been annexed to the Board’s Report.

Our Company has always adhered itself towards best governance practices. The Company has maintained high level of integrity and transparency towards compliance of all laws, regulations, rules and guidelines whether provided by any enactment or issued by SEBI.

31. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report. Annexure C.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIESACT, 2013

All the related party transactions are entered on arm''s length basis and in ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and listing regulation. Form AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, giving details of contract or arrangement is attached herewith as Annexure D. All related party transactions are presented to the Audit Committee and the Board, if required for approval.

33. INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

34. PARTICULARS OF EMPLOYEES AND DIRECTORS REMUNERATION

Remuneration policy for Directors, Key Managerial Persons and other employees is attached herewith as Annexure E.

Particulars of Directors Remuneration as required u/s. 197(12) read with Rule 5(1) of The Companie’s (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached herewith as Annexure F.

35. CODE OF CONDUCT

The Company has obtained declaration from Managing Director under Para D of Schedule V of Listing Regulations 2015 in respect of compliance of Code of conduct during the year under review.

36. FAMILIARISATION PROGRAMME FOR DIRECTORS

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors provide an overview of the operations and familiarise the new Independent and Non-Executive Directors on matters related to the Company’s values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies etc The policy on Company’s familiarization program for Independent Directors is posted on Company’s website at www.everlon.in

37. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a congenial atmosphere to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities to employees without regard to their race, gender, sex, etc. The Company has also framed a policy on the Prevention of Sexual Harassment at the Work Place and constituted an Internal Committee to redress any complaints of sexual harassment by employees or other persons working for the Company.

There were no cases of sexual harassment reported during the year under review under the said policy.

38. EQUITY SHARES IN UNCLAIMED SUSPENSE ACCOUNT UNDER REGULATION 39 AND SCHEULDE VI OF LISTING REGULATIONS;

Details of Equity shares in Unclaimed Suspense Account under Regulations 39 and Schedule VI are as follows:-

Description	No of Equity Shares of Rs.10/- each
No. of outstanding shares at the beginning of the year	71700
No. of shareholder’s request received for transfer of shares during the year	4
No. of shareholders to whom shares transferred during the year	4
No. of outstanding shares at the end of the year	70740

The voting rights on the above shares shall remain frozen till the rightful owner of such shares claim the shares.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with the applicable provisions of Secretarial Standard - 1 on meetings of Board of Directors and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India.

40. STATUTORY DISCLOSURE

None of the Directors of your Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors of your Company has made necessary disclosure as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

41. REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review.

The present address of the Registered Office is as follows: 607 Regent Chambers, 208 Nariman Point, Mumbai, Maharashtra, India- 400021.

42. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year:-

(a) Equity shares with differential rights.

(b) Sweat equity shares.

(c) Employee Stock Options Scheme.

43. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on Behalf of the Board of Directors

Jitendra K. Vakharia Varsha J. Vakharia

Managing Director Director

(DIN 00047777) (DIN 00052361)

Place: Mumbai Date: 12^th August, 2024

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Mar 31, 2014

The Members,

The Board of Directors present the 25th Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2014 along with the cash flow statements:

1. OPERATIONS AND FINANCIAL RESULTS

Year Ended Year Ended 31/03/2014 31/03/2013 (Rs. in Laks) (Rs. in Laks)

Sales 5339.66 4804.84

Other Income 2.76 4.93

Exceptional Items 0.00 0.00

Extraordinary Items 0.00 0.07

Profit for the year before Depreciation & Tax 61.11 53.60

Less: Depreciation 30.12 30.42

Profit before Tax 30.99 23.18

Less: Provision for Tax 6.00 4.50

Profit after tax 24.99 18.68

Add/Less: IT Provisions for earlier years 0.38 0.09

Profit for the year 25.37 18.59

Profit - (Loss) Brought forward from Previous Year (131.67) (265.77)

Adjustment on account of Scheme of Arrangement 0.00 115.52

Profit/ (Loss) carried to Balance Sheet - -

Profit / (Loss) Carried to Balance Sheet (106.29) (131.67)

2. PERFORMANCE

Your Company has managed to achieve reasonable good performance during the year in spite of difficult market conditions.

The company has produced 4478.05 tons against 4167.20 tons during the previous year resulting in sales turnover of Rs.5339.66 lacs as against Rs. 4804.84 lacs during the previous year.

3. DIVIDEND

Directors do not recommend any dividend due to the accumulated losses suffered by the company.

4. DIRECTORS

Smt. Varsha J. Vakharia retires by rotation and being eligible offers herself for reappointment.

It is proposed to appoint shree Dinesh RTurakhia and Shree Kamlesh C Sanghavi as Independent Director for a period of 5 years from 01/04/2014.They have confirmed that they meet the criteria of Independent as provided in Section 149 (6) of the Companies Act 2013

The Company has received notice from members for their appointment with necessary deposits.

5 AUDITORS

M/s. Poladia & Co. Chartered Accountants have given their consent for re-appointment for F. Y 2014- 2015. Members are requested to re-appoint them.

6. PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

7. DIRECTORS RESPONSIBILITY STATEMENTU/S.217(2AA)

It is hereby confirmed that in respect of Financial Year ended on 31/03/2014.

a) In the preparation of annual accounts, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31/03/2014 and of the profit of the company forthat period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

8. AUDITORS REPORT

Auditors notes are self-explanatory and do not call for any further comments.

9. CORPORATE GOVERNANCE

Pursuant to clause 49 of The Listing Agreement with The Bombay Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS /OUTGO

The Statement giving particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is Annexed hereto as Annexure 1.

11. DEPOSITS

The Company has not accepted any Deposits from the Public.

12. COMPLIANCE CERTIFICATE

Compliance Certificate from a Practicing Company Secretary as required u/s.383A of the Companies Act, 1956 is attached herewith.

13. ACKNOWLEDGEMENT

The Directors wish to place on record appreciation for the efforts put in by all the employees of the Company. They are thankful to Company''s Bankers for the support extended to the company.

For and on Behalf of the Board of Directors

— sd — — sd —

Place:- Mumbai J.K. Vakharia V. J. Vakharia

Date:- 30th May 2014 Managing Director Director

Din :- 00047777 Din :-00052361

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Mar 31, 2013

To, The Members,

The Board of Directors present the 24th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2013 along with the cash flow statements:

1. OPERATIONS AND FINANCIAL RESULTS

Year Ended Year Ended 31/03/2013 31/03/2012 ( Rs. In Lacs) (Rs. in Lacs)

Sales 4804.84 4260.31

Other Income 4.93 7.35

Exceptional Items 0.00 67.33

Extraordinary Items 0.07 0.00

Profit for the year before Depreciation & Tax 53.60 133.94

Less : Depreciation 30.42 31.47

Profit before Tax 23.18 102.47

Less : Provision for Tax 4.50 20.00

Profit after tax 18.68 82.47

Less: IT Provisions for earlier years 0.09 0.67

Profit for the year 18.59 81.80

Profit/ (Loss) Brought forward from previous year (265.77) (347.57)

Profit/ (Loss) carried to Balance Sheet (247.18) (265.77)

2. PERFORMANCE

Your Company has managed to achieve reasonable good performance during the year inspite of difficult market conditions.

The company has produced 4167.20 tons against 3904.04 tons during the previous year resulting in sales turnover of Rs.4804.84 lacs as against Rs.4260.31 lacs during the previous year.

3. DIVIDEND

Directors do not recommend any dividend due to the accumulated losses suffered by the company.

4. DIRECTORS

Shri Dinesh P. Turakhia retire by rotation and being eligible offers himself for reappointment.

5. AUDITORS

M/s. Poladia & Co. Chartered Accountants have given their consent for re-appointment for F. Y. 2013-2014. Members are requested to re-appoint them.

6. PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

7. DIRECTORS RESPONSIBILITY STATEMENT U/S. 217 ( 2AA)

It is hereby confirmed that in respect of Financial Year ended on 31/03/2013.

a) In the preparation of annual accounts, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31/03/2013 and of the profit 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 Companies Act, 1956 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.

8. DEMERGER

The Scheme of Arrangement Under Section 391 to 394 of the Companies Act 1956 forDemerger and Transfer of Investment Business of the Company into Vakharia Power Infrastructure Ltd., was approved by Honorable Bombay High Court vide its Order dated 14th September2012 (effective from 18th October 2012) with appointed dated as1st September 2011.

Following are the main features of Demerger :

a) The authorised Share Capital of the company has been reorganized from Rs.6,00,00,000 consisting of 60,00,000 Rs.10/- each to 6,00,00,000 equity share of Rs.1/- each, thereby changing the face value of share from Rs.10/- to Rs.1/- each.

b) Subscribed and Paid up Capital of the company has been reduced from Rs.5,04,56,000/- consisting of 50,45,000 equity shares of Rs.10/- each to Rs,3,02,73,600/- consisting of 3,02,73,600 equity shares Rs.1/- each fully paid up thereby reducing paid up Share Capital by 40%.

c) The reduction in Share Capital amount of Rs.201.82 lacs together with Capital Reserve of Rs.188.77 lacs, totaling Rs.390.59 lacs has been utilized for the purpose of adjusting Demerger of Investment Business and debit balance in the Profit and Loss Account. Accordingly, the company has passed the necessary accounting entries.

d) Members of the Company have been allotted shares by Vakharia Power Infrastructure Ltd., on 21st November 2012 (record date) in the ratio of one equity share of Vakharia Power Infrastructure Ltd., of face value of Rs.1/- each for every one equity share held in the company of the face value of Re.1/- each. Vakharia Power Infrastructure Ltd., has already submitted application to Bombay Stock Exchange for Listing of the equity shares.

9. AUDITORS REPORT

Auditors notes are self-explanatory and do not call for any further comments.

10. CORPORATE GOVERNANCE

Pursuant to clause 49 of The Listing Agreement with The Bombay Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.

11. SUBSIDIARY COMPANY

M/s. Vakharia Power Infrastructure Ltd., (VPIL) has ceased to be a subsidiary of the company w.e.f. 23rd November 2012 due to Allotment of equity shares by VPIL to the members of the company.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The Statement giving particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is Annexed hereto as Annexture 1.

13. DEPOSITS

The Company has not accepted any Deposits from the Public.

14. COST AUDIT

The Board of Directors have appointed M/s. Ketki D. Visariya & Co. as Cost Accountant for conducting the Cost Audit for the Financial Year 2013-14.

15. COMPLIANCE CERTIFICATE

Compliance Certificate from a Practising Company Secretary as required u/s.383A of the Companies Act, 1956 is attached herewith.

16. ACKNOWLEDGEMENT

The Directors wish to place on record appreciation for the efforts put in by all the employees of the Company. They are thankful to Company''s Bankers for the support extended to the company.

For and on Behalf of the Board of Directors

Place : Mumbai J. K. VAKHARIA

V. J. VAKHARIA

Dated : 30th May 2013 MANAGING DIRECTOR

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Mar 31, 2012

The Board of Directors present the 23rd Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2012 along with the cash flow statements:

1. OPERATIONS AND FINANCIAL RESULTS

Year Ended Year Ended 31/03/2012 31/03/2011 ( Rs. In Lacs) (Rs. in Lacs)

Sales 4260.31 2620.13

Other Income 7.35 8.59

Exceptional Items 67.33 0.00

Profit for the year before Depreciation & Tax 133.94 120.33

Less : Depreciation 31.47 54.62

Profit before Tax 102.47 65.71

Less: Provision for Tax 20.00 13.00

Profit after tax 82.47 52.71

Add: Extraordinary items 0.67 4.45

Profit for the year 81.80 57.16

Profit/ (Loss) Brought forward from previous year (347.57) (404.74)

Profit/ (Loss) carried to Balance Sheet (265.77) (347.57)

2. PERFORMANCE

Your Company has managed to achieve reasonable good performance during the year inspite of difficult market conditions.

The company has produced 3904.04 tons against 2649.73 tons during the previous year resulting in sales turnover of Rs.4260.31 lacs as against Rs. 2620.13 lacs during the previous year.

3. DIVIDEND

Directors do not recommend any dividend due to the accumulated tosses suffered by the company.

4. DIRECTORS

Shri Kamiesh C. Sanghavi retire by rotation and being eligible offers himself for reappointment.

5. AUDITORS

M/s. Poladia & Co. Chartered Accountant have given their consent for re-appointment for F. Y. 2012- 2013. Members are requested to re-appoint them.

6. PARTICULARS OF EMPLOYEES

There is no employee in respect of whom information u/s. 217 (2A) of the Companies Act, 1956 is required to be given.

7. DIRECTORS RESPONSIBILITY STATEMENT U/S. 217 ( 2AA)

It is hereby confirmed that in respect of Financial Year ended on 31/03/2012.

a) In the preparation of annual accounts, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31/03/2012 and of the profit 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 Companies Act, 1956 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.

8. DEMERGER

Board of Directors have approved a Scheme of Arrangement/Demerger of Investment business of the company viz Everlon Synthetics Ltd (ESL) into Vakharia Power Infrastructure Ltd., (VPIL)

a) The Company has received a No Objection Letter dated 13th February 2012 from Bombay Stock Exchange Ltd., .

b) In term of Directions given by Hon'ble Bombay High Court, a meeting of Equity Shareholders and Unsecured Creditors of the company is proposed to held on 16th June 2012, for approval of Scheme of Arrangement/Demerger of the Investment business of the company viz Everlon Syntherics Ltd (ESL)into Vakharia Power Infrastructure Ltd.,(VPIL) and also for approval of reduction of Equity Share Capital/ Capital Reserve of the Company (ESL).

c) The Authorised Share Capital of ESL consisting of 60,00,000 Equity Shares of Rs. 10/-each ' shall be reorganized to 6,00,00,000 Equity share of Re.1/-each. The paid up capital of ESL shall be reduced from Rs.5,04,56,000/- consisting of 50,45,600 Equity share of Rs.10/- each to Rs.3,02,73,600/- consisting of 3,02,73,600 Equity share Re.1/- fully paid, by reduction of Rs.4/ - per share in the paid up value of Rs.10/- per share.

d) Upon coming into effect of the Scheme, the members of ESL whose names appear in the Register of Member on Record date would be entitled to Equity Shares in VPIL as under: "One Equity share of VPIL of the face value of Re.1/- for every one Equity share held in ESL of the face value of Re.1/-."

9. AUDITORS REPORT

Auditors remarks on change in method of depreciation are self explanatory and do not call for any further comments.

10. CORPORATE GOVERNANCE

Pursuant to clause 49 of The Listing Agreement with the Bombay Stock Exchange, Management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.

11. SUBSIDIARY COMPANY

A Statement u/s. 212 of the Companies Act 1956 in respect of subsidiary company is attached herewith. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, and other documents of the subsidiary company is being attached with the Balance Sheet of the Company. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

M/s. Everlon Power Ltd., has ceased to be a subsidiary of the company w.e.f. 20th March 2012. M/s. Vakharia Power Infrastructure Ltd., has been incorporated on 9th September 2011 as a Wholly Owned Subsidiary of the Company for business of power plants, infrastructure etc.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The Statement giving particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is Annexed hereto as Annexture 1.

13. DEPOSITS

The Company has not accepted any Deposits from the Public.

14. ACKNOWLEDGEMENT

The Directors wish to piace on record appreciation for the efforts put in by all the employees of the Company.

For and on Behalf of the Board of Directors

-sd- --sd-

Place : Mumbai J. K. VAKHARIA V. J. VAKHARIA

Dated : 30th May 2012 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2010

The Board of Directors present the 21 st Annual Report together with Audited Statement of Accounts for the year ended 31 st March, 2010 along with the cash flow statements:

1 . OPERATION AND FINANCIAL RESULTS

Year Ended Year Ended 31/03/2010 31/03/2009 (Rs. In Lacs) (Rs. In Lacs)

Sales 799.30 1612.09

Other Income 108.51 13.82

Profit/(Loss)/for the year before 139.81 52.39

Depreciation & Tax

Less: Depreciation 39.16 45.89

Profit/(Loss) before Tax 100.65 6.50

Less: Provision for Tax 2.25 0.90

Profit after tax 98.40 5.60

Add/(Less): Provision for

Diminution in value of 0.16 (0.73)

Investment

Less: Prior Period adjustment 0.00 1.30

Profit/ (loss) for the year 98.56 3.57

Loss Brought forward from previous year (503.30) (506.87)

Profit/ (Loss) carried to Balance Sheet (404.74) (503.30)



2. PERFORMANCE

During the year, the company has produced 875.10 tons against 1896.73 tons during the previous year resulting in sales turnover of Rs. 799.30 lacs as against Rs. 1612.09 lacs during the previous year. During the year under review the company had undertaken job work activities and hence the sales have been reduced.

In terms of approval granted by members by passing necessary Resolution by means of Postal Ballot, company has disposed off its closed manufacturing unit situated at Mota Pondha in the month of November 2009.

3. DIVIDEND

Directors do not recommend any dividend due to the accumulated losses suffered by the company.

4. DIRECTORS

Shri Dinesh P. Turakhia retires by rotation and being eligible offers himself for reappointment.

5. AUDITORS

M/s. Poladia & Co. Chartered Accountant have given their consent for reappointment for Financial Year 2010-2011. Members are requested to re-appoint them.

6. PARTICULARS OF EMPLOYEES

There is, no employes in respect of whom information us. 217 (2A) ol the Companies Act, 1956 is required to be given.

DIRECTORS RESPONSIBILITY STATEMENT U/S.217(2AA)

It is hereby confirmed that in respect of Financial Year ended on 31/03/2010.

a) In the preparation of annual accounts, the applicable accounting standards have been followed.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31/03/2010 and of the profit 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 Companies Act, 1956 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.

8. AUDITORS REPORT

Auditors notes and observations are self explanatory and do not call for any further comments.

9. CORPORATE GOVERNANCE

Pursuant to clause 49 of The Listing Agreement with the Stock Exchange, Mumbai, a management Discussion and Analysis Report, Corporate Governance Report and Auditors Certificate regarding compliance of Corporate Governance are made a part of the Annual Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

The Statement giving particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is Annexed hereto as Annexture 1.

11. DEPOSITS

The Company has not accepted any Deposits from the Public.

12. ACKNOWLEDGEMENT

The Directors wish to place on record appreciation for the efforts put in by all the employees of the Company.

For and on Behalf of the Board of Directors

- sd- - sd -

Place : Mumbai J. K. VAKHARIA V. J. VAKHARIA

Dated: 28th May 2010 MANAGING DIRECTOR DIRECTOR