Directors Report of Evexia Lifecare Ltd.

Mar 31, 2024

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

1) FINANCIAL RESULTS

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

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

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

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

COMPANYâS PERFORMANCE STANDALONE OPERATIONS

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

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

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

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

CONSOLIDATED OPERATIONS

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

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

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

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

2) AMOUNT TRANSFERRED TO RESERVES

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

3) SHARE CAPITAL Authorised Share capital

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

Paid Up Share Capital

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

4) PREFRENTIAL ISSUE

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

5) DIVIDEND

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

6) DEPOSITS

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

7) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

8) INSURANCE

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

9) ANNUAL SECRETARIAL COMPLIANCE REPORT

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

10) MANAGEMENT DISCUSSION AND ANALYSIS

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

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

11) DIRECTORS

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

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

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

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

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

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

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

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

12) CHANGES IN DIRECTOR

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

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

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

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

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

13) RE-APPOINTMENT OF DIRECTORS WHO RETIRES BY ROTATION

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

14) DECLARATION FROM INDEPENDENT DIRECTORS

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

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

15) COMMITTEES OF BOARD

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

16) BOARD EVALUATION

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

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

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

17) DIRECTORS RESPONSIBILITY STATEMENT

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

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

1. Such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the profit of the Company for the year ended on that date;

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

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

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

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

18) CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

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

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

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

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

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

20) CORPORATE GOVERNANCE REPORT

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

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

21) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

22) ANNUAL RETURN

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

23) TRANSACTIONS WITH RELATED PARTY

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

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

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

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

25) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

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

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

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

> Compliance with defined policies and processes and applicable statutes

> Safeguarding tangible and intangible assets

> Identification of weaknesses and improvement areas

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

> Conformity with the Code of Conduct

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

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

26. SEBI COMPLAINTS REDRESS SYSTEM (SCORES) :

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

27. DISPUTE RESOLUTION MECHANISM (SMART ODR):

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

28. AUDITORS & THEIR REPORT

I. STATUTORY AUDITORS & AUDITORSâ REPORT

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

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

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

Sr.no

Qualification

Managementâs response

We draw attention to the Note No 43 to the Financial Results, which indicates that Loans receivables of Rs. 1470.96/- lakhs, which have significant increase in credit risk, in respect of which the Company has not made any assessment for expected credit loss, in accordance with the requirements of ''Ind AS 109: Financial instruments'', as the management considers such balances as good and recoverable in future. In the absence of such assessment for expected credit loss by the Management and any other evidence to corroborate the Management''s assessment, we are unable to comment on the recoverability of these balances and the consequent impact, if any, on the provision thereon and the loss to be reported in the financial results.

Management''s Response against Note No. 43 of Auditor''s Report.

The management acknowledges the auditor''s observation regarding the loan receivables amounting to Rs. 1,470.96 lakhs, which have shown an increase in credit risk as per the financial results Note No 43. We would like to clarify that, after a thorough review, we consider these receivables to be fully recoverable due to the following factors:

1. Creditworthiness of Borrowers: The underlying borrowers have a consistent track record of repayments, and recent evaluations indicate that their financial position remains stable, thus minimizing the risk of default.

2. Favorable Economic and Industry Conditions: The industry segments to which these borrowers belong are experiencing growth, supported by macroeconomic indicators that predict positive future cash flows for these businesses. Such favorable conditions enhance the borrowers'' ability to meet their financial obligations.

3. Management''s Continued Vigilance and Strategic Approach: Management remains committed to closely monitoring these receivables. In line with best practices, we periodically reassess the credit risk and stand ready to make provisions should any adverse indicators arise in future periods. However, at this time, no such indicators necessitate a provision under Ind AS 109.

Based on the above factors and the prudent analysis undertaken, we are of the opinion that these balances are fully recoverable, and any provision for credit loss is currently unwarranted. Management''s assessment is in accordance with established accounting standards, and we are confident that this position is reasonable and transparent.

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

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

II. SECRETARIAL AUDIT & COMPLIANCE REPORT

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

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

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

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

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

III. COST AUDITOR

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

29) INTERNAL AUDITOR

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

30) SECRETARIAL STANDARDS

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

31) INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

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

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

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

33) VIGIL MECHANISM/WHISTLE BLOWER POLICY :

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

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

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

35) CODE OF CONDUCT

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

36) MATERIAL ORDERS PASSED BY REGULATORY/COURT

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

37) FRAUD REPORTING

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

38) CODE FOR PREVENTION OF INSIDER TRADING:

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

39) MANAGERIAL REMUNERATION

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

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

The Company has unlisted Subsidiaries and details of which are as below, the company doesnât have any Joint Venture.

Details of Subsidiary Company, Associate Companies and LLPâs

> Kavit Edible Oil Limited (80% Holding)

> Kavit Trading Private Limited (70% Holding)

> Evexia Lifecare Africa Limited (100% Holding)

> Evexia PAN Africa Limited (Step Down Subsidiary)

> Heemsol Energy System Private Limited (Associate Company)

A statement containing the salient features of financial statement of our subsidiaries in the prescribed format AOC-1 is attached herewith âAnnexure - Fâ

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

41) RISK MANAGEMENT

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

42) POLICY ON DIRECTORS APPOINTMENT & REMUNERATION

Your Companyâs policy on Directors appointment and remuneration and other matters (âRemuneration Policyâ) pursuant to Section 178(3) of the Companies Act, 2013 is available on the website of your Company.

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

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

43) MATERIAL CHANGES AFTER END OF FINANCIAL YEAR

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

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

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

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

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

ACKNOWLEDGMENT

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

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

For and On Behalf of Board of Directors Evexia Lifecare Limited

Jayesh Raichandbhai Thakkar Place- Vadodara

Chairman and Managing Director

(DIN - 01631093) Date- November 07,2024

Mar 31, 2023

The 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 31^stMarch, 2023	Year Ending 31^stMarch, 2022
	Sales	6873.06	7163.06
	Other Income	185.95	4.39
	Total Income	7059.11	7167.45
	Less: Expenditure	6734.81	6939.03
	Profit/(loss)before Interest, Depreciation, Tax	324.30	228.42
	Less: Interest	0	0
	Less: Depreciation & Amortization Cost	39.33	20.65
	Less: Extraordinary items	0	0
	Profit/(loss)Before Tax	284.97	207.77
	Less: Tax Expenses or Adjustment	86.29	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 31^stMarch, 2023	Year Ending 31^st March, 2022
	Sales	6955.25	7551.32
	Other Income	187.89	6.58
	Total Income	7143.14	7557.91
	Less: Expenditure	6950.85	7319.59
	Profit/(loss)before Interest, Depreciation, Tax	192.29	238.32
	Less: Interest	0	0
	Less: Depreciation & Amortization Cost	39.33	20.65
	Less: Extraordinary items	0	0
	Profit/(loss)Before Tax	152.96	217.60

Less: Tax Expenses or Adjustment	86.29	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 COMPANYâS 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. 198.68 lakhs (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

^app^ly.

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 from 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 Four 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 (âthe Actâ) 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 12 in 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 Companyâs 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 outgoA. 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 abso 2QÂ°n has not taken place, and the reasons thereof: N.A.

e) The expenditure incurred on Research and Development: Nil

C. Foreign exchange Earnings & Outgo

â¢ Foreign Exchange Earning: NIL

â¢ 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 not 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 PersonnelComposition of Board & Board Meetings

Name of Director	Designation
Jayesh Raichandbhai Thakkar	Managing Director
Nareshbhai Arvindbhai Patel	Independent Director
Hasmukhbhai Dhanjibhai Thakkar	Non Executive Director
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:

â¢ Mr. Salil Shashikant Patel (DIN: 07371520) has been Re-appointed as Independent Director w.e.f 09.07.2022

â¢ Mr. Kartikkumar Bakulchandra Mistry (DIN: 07791008) has been Re-appointed as Independent Director w.e.f . 09.07.2022

â¢ Mr. Jayesh Raichandbhai Thakkar (DI2101631093) has been Re-appointed as Managing Director

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:

â¢ 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 with the Companies (Appointment & Qualification of Directors) Rules, and Companies Articles of 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, 09/03/2023 and 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.

i. 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 memberâs 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.

. FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTOR:

The Company has an orientation process/familiarization programme for its independent directors with emphasis on:

â¢ Roles, Rights and Responsibilities - Board dynamics & functions

â¢ 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 the 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 or 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:

â¢ Jayesh Raichandbhai Thakkar - Compliance Officer

â¢ Bhavesh Desai - CFO

â¢ 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 DIRECTORSâ MEETING:

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

These Meetings are conducted in an informal and flexible 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 NonExecutive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

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

18. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:â

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^stMarch, 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	Face Value	Amount in Rs.
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	66,44,33,330
Issued Share Capital	66, 44, 33, 330	1	66,44,33,330

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 âAnnexure - E (Corporate Governance)â

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 and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil 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 Companyâs 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 Companyâs 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 appro led 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 couldnât 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 Auditorâs 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 Management''s assessment, we are unable to comment on the recoverability of these balances and the consequent impact, if any, on the provision thereon and the loss reported in the financial results.	The 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 Management''s assessment, we are unable to comment on the recoverability of these balances and the consequent impact, if any, on the provision thereon and the loss reported in the financial	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. 2(	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 lacs as at 31.03.2023 and

		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 company''s 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 31^st 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 3^rd 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 27,	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

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	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: 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 of shareholding Pattern under regulation 31(b) of SEBI (LODR), Regulations, 2015 for the quarter ended December 31, 2022. The Company has filed shareholding pattern of quarter ended December 31, 2022 on February 21, 2023 which is delay of 31 days	The Management informed that the Company has submitted the; a) the Related Party Transaction for the Quarter ended on May 11, 2022 on 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 BSE Limited.
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, however the Company failed to appoint a Company Secretary as Compliance Officer	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.
100% (hundred percent) shareholding of promoter(s) and promoter group are not in dematerialized form as per Regulation 31(2) of SEBI (LODR) Regulations, 2015	The Management clarified that the shareholding of the concerned Promoters whose shareholding are yet to be dematerialized have confirmed to initiate the

process of converting their shares into demat form.

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 Companiesâ 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, 2014 is furnished in the Website of the Company at 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-âBâ. 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 âEâ.

31. MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

The Managementâs 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 Director''s 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.

Mar 31, 2018

BOARDSâ REPORT

To,

The Members of Kavit Industries Limited

The Directors are pleased to present the Annual Report and the Company''s audited financial statement for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY''S AFFAIRS:

The financial results of the Company for the accounting year ended on 31^stMarch 2018, are as follows:

(Rs.In Lacs)

Particulars	Year Ended March 31, 2018		Year Ended March 31, 2017
Particulars	Standalone	Consolidated	Standalone	Consolidated
Turnover	6775.63	7409.78	17753.25	17753.25
Other Income	127.30	127.30	16.13	16.14
Total Revenue	6902.93	7537.08	17769.38	17769.39
Expenditure	6778.99	7405.32	17636.03	17636.04
Profit (Loss) Before Taxes	64.43	72.27	133.35	133.35
Taxes expenses
Current Tax	19.87	23.98	41.44	41.44
Deferred Tax			2.31	2.31
Profit after Tax available for appropriation	44.56	48.29	89.60	89.60
Dividend
Balance carried forward to Balance Sheet	44.56	48.29	89.60	89.60

2. Business overview:

Due to monitory policy changes like GST & Demonetization, overall industrial performance witness downfall. Your Company also faced trouble in achieving targeted goal. Anyhow, your Company cloud succeeds to maintain their market share. The net profit goes down almost 50% as compared to previous year figure.

No material changes and commitments occurred between end of the financial year and date of report which affects financial position.

3. DIVIDEND:

With a view to conserve resources for future projects, the Board has not recommended any dividend.

4. CAPITAL STRUCTURE:

During the year under review, there was no change in the Companyâs issued, subscribed and paid-up equity share capital.

5. AUDITORâS COMMENTS & REPLY THEREON

a. STATUTORY AUDITORS:

(i) Filing of e-form SH-7 w.r.t. Increase of Authorized Capital

It is inadvertently and unintentional lapses form the part of the Company and the lapse is not forming part of this financial period. During the year there is no such instance of Increase of Authorized Capital.

(ii) Auditors concern on arms-length transactions with Kavit Edible Oil Ltd.

Kavit Industries Limited sales and purchase with its 80% subsidiary company on the basis of Arm- length price which are prevailing in Edible oil Market. Kavit Industries Ltd did business with Kavit edible oil Limited same way as doing business with other Parties in Market on general prevailing market rate and earn Profit.

(iii) Upward revaluation of Immovable assets:

As we have followed, Indian accounting standard so we have taken valuation report from Consultant of Factory Land and building and did upward revaluation of Land by Rs 70462931 based on valuation report and effect for the same given based on Indian Accounting Standard.

(iv) Loans to subsidiary Companies:

Since all subsidiaries are newly incorporated and it has no substantial assets to avail financial assistance from Banks, thus, in order to make subsidiaries stronger to perform its business operations efficiently the Company has advanced loans to them which is also in sort-term in nature and repayable on demand.

(v) Internal Control System:

Company has its own internal control system which is followed at different outlet, but as per our statutory Auditorâs Report it may be different. However, over all company has internal control system for procuring material, storage of the same in Tank and sale of the goods to various parties. We have also obtained confirmation from all debtors, Loans, and Advances form party. There were some party pertaining to loans and advance outstanding for more than over 5 years In addition, chances of recovering from them were deem so Amount was written off. Same case is with Debtors as old balance outstanding for more than 3 years due to dispute in rate diff as well as Small amount outstanding due to Short payment received or Material defect.

However company has received suggestion from Auditor and will implement the same to smoothen the internal control and procedures.

b. SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Act and rules framed therein the Board of Directors has appointed M/s Devesh Vimal & Co., the Practicing Company Secretary as a Secretarial Auditor to conduct a Secretarial Audit for the financial year under consideration.

The Report of the Secretarial Auditor in Form MR-3 is annexed to this report as âAnnexure-Iâ

Secretarial Auditors has also emphasized on the matter concerning to filing of SH-7 and the same is already dealt in this report hereinabove. Thus, not verbatim again.

c. COST AUDITOR:

Your Company does not fall under the mandatory maintenance of Cost Records and/or get records audited from Practicing Cost Accountants as per Section 148 read with Rule 4(2) of the Companies (Cost Records and Audit) Rules, 2014. Hence, your Company has not appointed any Practicing Cost Auditor.

6. TRANSFER TO INVESTOR EDUCATION & PROTECTION FUND.

The provisions of Section 125(2) of the Companies Act, 2013 , there was no amount transferred to Investor Education & Protection Fund.

7. SUBSIDIARY COMPANY:

During the year under review, the Company has subsidiary Companies, namely, Kavit Infoline Private Limited, Kavit Swachh Organic Food Private Limited, Kavit Foods Pvt. Ltd, Kavit Edible Oil Limited and Kavit infra Project Private Limited. Moreover, M/s. Kavit Green Energy Pvt. Ltd. ceased as a subsidiary of the Company during the financial year.

In compliance with the provision of the Companies Act, 2013 the details of the subsidiaries and associated companies are mentioned the prescribed form AOC 1 marked as âAnnexure IIâ.

8. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailed review of operations, performance and outlook of the Company is covered under a separate Annexure to this report as Management Discussion & Analysis. (Annexure - III).

9. DIRECTORSâ REPSPONSIBILITY STATEMENT:

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

(i) in the preparation of the annual accounts of the Company for the year ended on March 31, 2018, the applicable Indian accounting standards had been followed along with proper explanations relating to material departures for thesame;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

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

(iv) the Directors had prepared the Annual Accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

10. CORPORATE GOVERNANCE :

Kavit Industries Limited is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

A separate section on Corporate Governance report and the certificate from the Practicing Chartered Accountant confirming compliance of the Corporate Governance norms as stipulated in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (âListing Regulationsâ)form part of this Annual Report as an Annexure IV.

11. CONTRACTS AND ARRANGMENTS WITH RELATED PARTIES :

As required by the provisions of the Companies Act,2013; the details regarding the Related Party Transactions are given in prescribed Form AOC-2 is attached herewith as Annexure V.

12. MEETING OF THE BOARD

The Details of number of Meeting of Board of Directors and attaindance of individual Directors are provided under the Corporate Governance Report.

13. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013, Regulation 34(2)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 counting Standard (AS) - 21 on the consolidated financial statement read with AS - 23 on accounting for investment in associates and AS - 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

14. DIRECTOR & KEY MANEGERIAL PERSONNEL:

During the year under review, changes occurred in Directorship and Key Managerial Personnel are described at length in Corporate Governance report.

In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Kalyani Chandrakant Rajeshirke (DIN-07330113), Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered herself for reappointment. Your Directors recommend her re-appointment for your approval.

Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 is hosted on the Companyâs website (www.kavitindustries.in).

Company has also received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEET AND THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the Company.

16. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy:

Your company requires energy for operation and the company is making all efforts to conserve energy by monitoring energy cost and periodical review of the consumption of energy. It also takes appropriate steps to reduce the consumption through efficiency in usage and timely maintenance/ installation/ up gradation of energy saving devices.

(B) Technology absorption:

The company uses latest technology and equipments into the business and has been quite vigilant about the latest technological changes.

_(Rs. In Lacs)_

PARTICULARS	2017-18	2016-17
Foreign Exchange earned in terms of actual	0	0

17. LOANS, GAURANTEES AND INVESTMENTS BY COMPANY (Section 186)

Details of the same is provided in the financial statement.

18. EXTRACT OF ANNUAL RETURN: [Section 92 (3)]

As required by the provisions of Section 92(3) of the Companies Act, 2013; the extracts of Annual Return in prescribed Form MGT-9is attached herewith as Annexure VI.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review to which the provisions of the Companies (Acceptance of Deposits) Rules 2014 applies.

20. AUDIT COMMITTEE (Section 177 (8)}

As on the date, audit committee comprises 3 members as on the date of this report. All the members of Audit Committee are financially literate. The reference terms for Audit Committee are mentioned in the Corporate Governance Report which is a part of this report.

21. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM :

Establishment of Vigil Mechanism is not applicable to the Company, thus, it has not constituted.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company''s net worth does not exceed Rs. 500 crore or Company''s turnover does not exceed Rs. 1,000 crore or the Company''s net profit does not exceed Rs. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility activities are not applicable to the Company.

23. OTHER MATTERS:

Following are the other matters to be covered pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Rules made there under:

1. Change in nature of business

- There is no change in the nature of the business

2. Details of significant and material orders passed by the Regulators or courts or tribunals Affecting the going concern status and companyâs operations in future.

- There is no significant and material orders passed by the Regulators, courts, or tribunals

3. Adequacy of Internal Financial Controls with reference to Financial Statements

- There is an adequate system in place for internal financial controls which commensurate with the working operations of the Company.

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

inflows during the year (On F.O.B Bases)
Foreign Exchange outgo during the year in terms of actual outflows	0	0

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress the complaints received regarding sexual harassment. All employees (Permanent, Contractual, Temporary, trainees) are covered under this Policy.

There were no complaint filed till date under the said policy.

25. ACKNOWLEDGEMENTS:

The directors appreciate the professionalism, commitment and dedication displayed by employees at all levels. The directors would like to express their grateful appreciation for the assistance and co-operation that our company has been receiving from our Bankers, Customers, Business Associates, Central and State Government authorities, and Shareholders.

For and on Behalf of the Board,

Date: 31/08/2018 For Kavit Industries Limited

Place: Vadodara

Sd/-

(Jayesh Raichandbhai Thakakr)

Chairman& Managing Director

Mar 31, 2016

DIRECTORâS REPORT

To,

The Members,

Kavit Industries Limited

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31^st March, 2016.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANYâ S AFFIARS:

Particulars	Year Ended March	Year Ended March
Particulars	31, 2016	31, 2015
(Amount in Rupees)
Turnover	339636613.00	6198915.82
Other Income	4425674.55	4217987.01
Expenditure	341421962.57	8874677.49
Profit (Loss) Before Taxes	2640325.52	1542225.34
Taxes expenses
Current Tax	1032084.00	476548.00
Deferred Tax		NIL
Profit after Tax available for appropriation	1608241.52	1020855.34
Dividend	NIL	NIL
Balance carried forward to Balance Sheet	1608241.52	1020855.34

The Indian economy is witness of the downturn in all industries during the financial year 2015-16. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than 1.5 times of profit against the profit of previous financial year.

No material changes and commitments occurred between e end of the financial year and date of report which affects financial position.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on the consolidated financial statement read with AS - 23 on accounting for investment in associates and AS - 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANY:

During the year under review, the Company has subsidiary Company, namely, Kavit Green Energy Private Limited.

MEETING OF THE BOARD:

During the year eleven board meeting were convened and held. The details of which are given as under Corporate Governance.

DIRECTORSâ RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that:

i. In the preparation of the Annual Accounts of the Company for the year ended on 31^st March, 2016, the applicable accounting standards have been followed and there are no material departures for the same;

ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. 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;

iv. The Directors have prepared the Annual Accounts on a going concern basis;

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

vi. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year the Company has reappointed following persons as an independent director in pursuance of the Section 149 of the Companies Act, 2013.

1. Kiran Jethalal Soni

2. Nikhil Pranay Pednekar

3. Amit Tarachand Shah

4. Jigar Premchand Motta

5. Chirag Vinodchandra Thakkar

Similary, the following persons are appointed as Key Managerial Personnel on the Board.

1. Hemal Kirtikumar Thakkar - Chief Executive Officer

2. Yogendra Fatesinh Parmar - Company Secretary

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Chirag Vinodchandra Thakkar, Director for the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. Your Directors recommend his reappointment for your approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 is appended with Corporate Governance Report and MGT-9.

AUDITORS AND THEIR REPORT:

Sheetal Samriya & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139(1) of the Companies Act, 2013.

The Auditors report and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remarks.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investments covered under the provisions of section 186 of Companies Act, 2013 are given in the notes to the financial statements.

RELATED PARTY DISCLOSURES:

The Company usually carried out contracts or transactions with related parties on Arms length basis, thus, it doesnât attracts the provisions of Section 188 of the Companies Act, 2013. During the year under Consideration, the Company was not entered into contracts or transactions with related parties.

DIVIDENDS:

In view of long term interest of the Company, your Directors do not recommend any dividend. INSURANCE:

Movable and fixed Assets are adequately insures.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

Conservation of Energy

The Company does not have material information required under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 to offer and hence no particulars have been furnished.

Foreign Exchange Earning/Outgo

There were no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT:

Your Company has policy on risk management and your Management, from time-to-time, identifies, analyses, evaluate and mitigate the industrial, economical, financial, other risk emerges in the course of business.

BOARD EVLUATION:

Pursuant to the provisions of the Companies Act, 2013 and regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination Committee has carried out an annual performance evaluation of the Board as well as the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY:

The Board has, on the recommendation of remuneration committee framed a policy for selection and appointment of Directors, senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition and scope of work of such Committees is elaborated separately under the Corporate Governance Report.

EXTRACT OF ANNUAL RETURN:

Company has annexed herewith as Annexure extract of Annual Return in MGT-9.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis is presented in a separate section, which forms part of this Annual Report.

CORPORATE GOVERNANCE:

The Corporate Governance Report is presented in a separate section, which forms part of this Annual Report.

INDUSTRIAL RELATIONS:

The relationship between the workmen and staff remained cordial and harmonious during the year and management received full co-operation from employees.

OTHER INFORMATION:

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

1. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon.

2. The Company couldn''t complied with Section 203, 204 of the Companies Act, 2013, however, it endeavour to comply the same in next financial year.

3. In order to conserve financial resources of the Company, the Directors of the Company drawn remuneration during the year.

4. The Company has not accepted deposits during the year within the provision of Section 134(3)(q) & Rule 8(5)(v) & (vi) of the Companies (Accounts) Rules, 2014.

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

6. Your Directors states that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

7. In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

ACKNOWLEDGEMENTS

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board

Sd/-

Date: 01/09/2016 Jayesh R. Thakkar

Place: Vadodara Managing Director

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31 st March, 2015.

FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS : (StandAlone) Particulars Year Ended Year Ended March 31, March 31, 2015 2014 (Amt. in Rupees)

Turnover 61,98,915.82 74,33,691.81

Other Income 42,17,987.01 64,62,963.64

Expenditure 88,74,677.49 1,31,37,881.11

Profit(Loss) Before Taxes 15,42,225.34 7,58,774.34

Taxes expenses_

Current Tax 4,76,548.00 58,450.00

Deferred Tax NIL NIL

Profit after Tax available for appropriation 10,20,855.34 7,00,324.34

Dividend NIL NIL

Balance carried forward to Balance Sheet10,20,855.34 7,00,324.34

The Indian economy is witness of the downturn in all industries during the financial year 2014-15. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than 1.5 times of profit against the profit of previous financial year.

No material changes and commitments occurred between the end of the financial year and date of report which affects financial position.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Accounting Standard (AS) - 21 on the consolidated financial statement read with AS - 23 on accounting for investment in associates and AS - 27 on financial reporting of interests in joint ventures, the audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARY COMPANY:

During the year under review, the Company has incorporated a new subsidiary, Kavit Green Energy Private Limited.

MEETINGS OF THE BOARD:

During the year 6 (six) Board Meetings were convened and held. The details of which are given as under Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, the Directors state that:

i. In the preparation of the Annual Accounts of the Company for the year ended on 31st March, 2015, the applicable accounting standards have been followed and there are no material departures for the same;

ii. 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 true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

iii. 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;

iv. The directors have prepared the Annual Accounts on a going concern basis;

v. The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively; and

vi. 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year the company has reappointed following persons as an independent director in pursuance of the section 149 of the Companies Act, 2013:

1. Kiran Jethalal Soni -

2. Nikhil Pranay Pednekar

3. Amit Tarachand Shah

4. Jigar Premchand Motta

Similarly, the following persons erstwhile appointed as an Additional Director and their appointments were confirmed in last Annual General Meeting:

1. Chirag Vinodchandra Thakkar

2. Hirenkumar Pravinsinh Rao

3. Kavit Jayeshbhai Thakkar

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kavit Jayeshbhai Thakkar, Director of the company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re- appointment. Your Directors recommend his re-appointment for your approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of Companies Act, 2013 is appended with Corporate Governance Report and MGT-9.

AUDITORS AND THEIR REPORT:

Sheetal Samriya & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. Your directors recommend their re-appointment. They have furnished a Certificate to the effect that their appointment, if made, will be in accordance with the limits specified in Section 139 (1) of the Companies Act, 2013.

The Auditors report and notes on financial statement as referred in their report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks.

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS:

Details of loan, guarantee and investments covered under the provision of section 186 of Companies Act, 2013 are given in the notes to the financial statements.

RELATED PARTY DISCLOSURES:

The Company usually carried-out contracts or transactions with related parties on Arms length basis, thus, it doesn't attracts the provisions of Section 188 of the Companies Act, 2013. During the year under Consideration, the Company was not entered into contracts or transactions with related parties.

DIVIDENDS:

In view of long term interests of the company, your Directors do not recommend any dividend.

INSURANCE:

Movable and fixed Assets are adequately insured.

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

Conservation of Energy

The Company does not have material information required under Section 134 (3)(m) of the Companies Act, 2013 read with the Rule 8 of the Companies (Accounts) Rules, 2014 to offer and hence no particulars have been furnished.

Foreign Exchange Earning/Outgo

There were no foreign exchange earnings or outgo during the year.

RISK MANAGEMENT:

Your company has policy on risk management and your Management, from time-to- time, identifies, analyses, evaluate and mitigate the industrial, economical, financial, other risk emerges in the course of business.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Nomination Committee has carried out an annual performance evaluation of the Board as well as the working of its committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

REMUNERATION POLICY:

The Board has, on the recommendation of remuneration committee framed a policy for selection and appointment of directors, senior management and their remuneration. The remuneration policy is stated in the Corporate Governance Report.

COMMITTEES OF THE BOARD:

The Company has constituted following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

Composition and scope of work of such Committees is elaborated separately under the Corporate Governance Report.

PREFERENTIAL ALLOTMENT:

Initially, the Company had issued convertible warrants of Rs. 40 Crores on preferential basis. During the year, those warrants was converted into 4,00,00,000 equity shares ofRs. 10.00 each.

EXTRACT OF ANNUAL RETURN:

Company has annexed herewith as Annexure extract of Annual Return in MGT-9.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis, is appended to this report.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the company, together with a certificate from the company's auditor/s confirming compliance, forms an integral part of this report.

INDUSTRIAL RELATIONS:

The relationship between the workmen and staff remained cordial and harmonious during the year and management received full co-operation from employees.

OTHER INFORMATION:

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

1. The Provision of Section 135 of the Act with respect to Corporate Social Responsibility (CSR) is not applicable to the Company, hence, there is no need to develop policy on CSR and take initiative thereon.

2. The Company couldn't complied with Section 203, 204 of the Companies Act, 2013, however, it endeavor to comply the same in next financial year.

3. In order to conserve financial resources of the Company, none of the directors of the Company drawn remuneration during the year hence it need not required to disclose Ratio of remuneration of each director to the median to the employee's remuneration

4. The Company has not accepted deposits during the year within the provision of Section 134 (3) (q) & Rule 8(5)(v) & (vi) of the Companies (Accounts)Rules,2014.

5. No significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

6. Your directors states that during the year under review, there were no cases filed pursuant to the sexual harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

7. In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

ACKNOWLEDGEMENTS

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For and on behalf of the Board

Date: 31/08/2015 SD/- Place: Vadodara Jayesh R. Thakkar Chairman

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Report on the business and operations of the Company together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

Year Ended Year Ended Particulars March 31, 2014 March 31, 2013 (Amt. in Rupees)

Turnover 74,33,691.81 1,74,55,928.00

Other Income 64,62,963.64 11,35,076.00

Expenditure 1,31,37,881.11 1,83,53,530.00

Profit(Loss) Before Taxes 7,58,774.34 2,37,474.00

Taxes expenses

Current Tax 58,450.00 1,82,047.00

Deferred Tax NIL NIL

Profit after Tax available for 7,00,324.34 55,427.00

appropriation

Dividend NIL NIL

Balance carried forward to Balance 7,00,324.34 55,427.00 Sheet

OPERATIONAL PERFORMANCE:

The Indian economy is witness of the downturn in all industries during the financial year 2013-14. Due to struggling environment the turnover of the Company was reduced considerably however due to conservative approach of the Company the expenditures of the Company are also reduced substantially as compared to previous financial year and the Company has earned more than 3 times of profit against the profit of previous financial year.

DEPOSITS:

During the year the Company has not accepted any deposits from the publicunder section 58A and section 58AA of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules, 1975.

DIVIDENDS:

In the view of long run interest of the company, your Directors do not recommend any dividend.

PARTICULARS OF EMPLOYEES:

There is nothing to report pursuant to the information required under Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, forms part of this report, as there are no employees drawing the said salary above the limits prescribed under the said section.

INSURANCE:

Movable and fixed Assets are adequately insured.

THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING/OUTGO:

* Conservation of Energy

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988 to offer and hence no particulars have been furnished.

* Foreign Exchange Earning/ Outgo

There were no foreign exchange earnings or outgo during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Board of Directors of company confirms:

* that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

* that the directors had 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 and of the profit or loss of the company for that period;

* that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

* that the directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Clause - 49 of the Listing Agreement with the Stock Exchanges.

A detailed report on Corporate Governance along with Certificate issued by Practicing Chartered Accountants in terms of Clause - 49 of the Listing Agreement is attached which forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis forms part of this Report and it deals with the Business, Operations and Financial Performance etc.

DIRECTORS:

Mr. Kavit Thakkar, Mr. Chirag Thakkar and Mr. Hirenkumar Rao were appointed as an Additional Director of the Company whose terms of office shall vacate at ensuing Annual General Meeting. Your Directors recommend their reappointments for your approval.

Mr. Amit Shah, Jigar Motta, Kiran Soni and Nikhil Pednekar, Directors are Independent Director of the Company. With the intent to align their terms of office of Independent Director in accordance with the new Companies Act, 2013 they will retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Your Directors recommend their reappointments for your approval.

AUDITORS:

The Auditors, M/s. N. R. Parikh & Co., Chartered Accountants, has resign from the office with effect from 13th February 2014 because of his pre-occupation elsewhere and to fill up the vacant position of Statutory Auditor, the Company has appointed M/s. Sheetal Samriya & Associates, Chartered Accountant as statutory Auditor of the Company for the financial year 2013-14 whose terms of office shall expire at conclusion of ensuing Annual General Meeting. Hence, the Directors recommend to re-appoint M/s. Sheetal Samriya & Associates, Chartered Accountants, as the Statutory Auditors of the Company at the forthcoming Annual General Meeting of the Company to hold office till the conclusion of the next Annual General Meeting of the Company.

AUDITORS REPORT:

There are no qualifications or adverse remarks in the Auditors'' Report which requires any clarifications / explanations. The notes to accounts forming part of the financial statements are self explanatory.

CHANGE OF NAME:

During the Financial Year, the Company has changed its name from "Atreya Petrochem Limited" to "Kavit Industries Limited" by passing of Special Resolution at the Annual General Meeting of the Company was held on 30th September, 2013.

ACKNOWLEDGEMENT:

The Directors would like to thank clients, shareholders, vendors, government agencies, bankers & all other business associates for their continued support during the year. We place on record our appreciation for the contributions made by the employees at all levels.

For, Kavit Industries Limited

Date: 30/05/2014 SD/- Place: Vadodara Jayesh R. Thakkar Chairman

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2013.

(1) FINANCIAL AND WORKING RESULTS:

PARTICULARS 2012-2013 2011-2012 (Rs.) (Rs.) (9 Months)

PROFIT BEFORE DEPRECIATION AND TAX : 1258560 83,763

(LESS) : Depreciation (1021086) (NIL)

PROFIT BEFORE TAXATION : 237474 83763

(LESS): Current Tax (182047) (15,850)

PROFIT FOR THE YEAR 55427 67,913

(2) DEPOSITS:

The Company has not accepted deposits during the year within the meaning of the provisions of Companies (Acceptance of Deposits) Rules, 1975.

(3) DIVIDENDS:

In view of long term interests of the Company, your Directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. for part of the year or more and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors)

Rules, 1988 to offer and hence no particulars have been furnished.

B. FOREIGN EXCHANGE EARNING & OUTGO:

During the year, the Company has neither earned nor spent any amount on foreign exchange during the year.

(6) DIRECTORATE:

Mr. Jigar Premchand Motta and Mr. Kiran Jethalal Soni retire at this Annual General Meeting and being eligible, offer themselves for reappointment as Director liable to retire by rotation. M r. Mihir Jani was appointed as a retiring director at the last annual general meeting held on 29-9-2012

(7) DIRECTORS'' RESPONSIBILITY STATEMENT:

(i) Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts;

(ii) Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the period;

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

(iv) Your Directors have prepared the annual accounts on a going concern basis.

(8) AUDITORS:

M/s. N.R. Parikh & Co., Chartered Accountants, Vadodara, Auditors of the Company retire at the conclusion of this Annual General Meeting. They have confirmed that their reappointment, if made, would be within the limit under section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditor and fix their remuneration.

(9) ACKNOWLEDGMENTS:

Your Directors wish to thank the Government Authorities, Banks, Customers, Suppliers and Shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

For and on behalf of the board

Sd/-

Place : Vadodara (Jayeshbhai R Thakkar)

Date : 30.05.2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting their Annual Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2012.

(1) FINANCIAL AND WORKING RESULTS:

PARTICULARS 2011-2012 2010-2011 (9 months) (15 months) (Rs.) (Rs.)

PROFIT BEFORE DEPRECIATION AND TAX 6,99,656 99,29,277

(LESS) : Depreciation (6,15,893) (16,02,003)

PROFIT BEFORE TAXATION : 83763 77,85,482

(LESS): Current Tax (15,850) (2,50,000)

PROFIT FORTHE YEAR 67,913 75,35,482

(2) DEPOSITS:

The Company has not accepted deposits during the year within the meaning of the provisions of Companies (Acceptance of Deposits) Rules, 1975.

(3) DIVIDENDS:

In view of long term interests of the Company, your Directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs.60,00,000 p.a. or Rs.5,00,000 p.m. for part of the year or more and hence no particulars have been furnished as required under Section 217(2A) of the Companies Act, 1956.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY:

A. CONSERVATION OF ENERGY:

The Company does not have material information required under Section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988 to offer and hence no particulars have been furnished.

B. FOREIGN EXCHANGE EARNING & OUTGO:

During the year, the Company has neither earned nor spent any amount on foreign exchange during the year.

(6) DIRECTORATE:

Mr. Santosh Kahar, Mr. Sombhai Thakkar & Mr. Bachubhai Thakkar retire at this Annual General Meeting and being eligible, offer themselves for reappointment as Director liable to retire by rotation.

(7) DIRECTORS'' RESPONSIBILITY STATEMENT:

(i) The Directors have followed the applicable accounting standards along with proper explanation relating to material departure while preparing the annual accounts;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the period;

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

(iv) The Directors have prepared the annual accounts on a going concern basis.

(8) AUDITORS:

M/s. N.R. Parikh & Co., Chartered Accountants, Vadodara, Auditors of the Company retire at the conclusion of this Annual General Meeting. They have confirmed that their reappointment, if made, would be within the limit under section 224(1B) of the Companies Act, 1956. You are requested to appoint Auditor and fix their remuneration.

(9) ACKNOWLEDGMENTS:

Your Directors wish to thank the Government Authorities, Banks, Customers, Suppliers, and Shareholders for their continued support. Your Directors also take this opportunity to record their appreciation for the contributions made by all the employees to the operations of the Company during the year.

Place : Vadodara For and on behalf of the board

Date : 01.09.2012 Sd/-

(Jayesh Raichandbhai Thakkar)

Chairman

Mar 31, 2010

The Directors have pleasure in presenting their annual report to gether with the audited statement of accounts for the financial year ended on 31st march 2010

FINANCIAL AND WORKING RESULTS

PARTICULARS 2009-2010 2008-2009 Rs Rs

Profit Before Depreciation 95,82,385 (1,31,062)

(less): Depreciation (12,83,163) (2,14,956)

Profit After Depreciation 82,99,222 (3,46,018)

(less): Prior Period Expensed - 15000

Net Profit Before Taxation 82,99,222 (3,61,018)

(Less): provision for Taxation - -

Net Profit After Taxation 82,99,222 3,61,018

(less): Prior Period Expenses (30,000) -

(Less): Loss brought forward from previous (2,98,30,885) (2.94.69.867)

Balance Carried to Balance Sheet (2,15,61,663) (2,98,30,885)

(2) DEPOSITS

The company has not accepted any deposits during the year with the meaning of the companies acceptance of deposits rules 1975.

(3) DIVIDENDS

In view of carried forward losses your directors do not recommend any dividend.

(4) PARTICULARS OF EMPLOYEES

There was no employee drawing remuneration of Rs 24.00.000 per annum or Rs 2.00.000 per month for any part of the year or more and hence no particular have been furnished as required under section 217 of the companies act 1956 read with the companies particulars of employees rules 1975.

(5) PARTICULARS RELATING TO CONSERVATION OF ENERGY

A.CONSERVATION OF ENERGY

The company does not have material information required under section 217of the of the companies act 1956 read with the companies disclosures of particular in the board of directors rules 1988 to offer and hence no particulars have been furnished.

B.FOREIGN EXCHANGE EARNING & OUTGO

During th year the company has neither earned nor spent any foreign exchange.

(6) DIRECTORATE :

Mr Santoshbhai R kahar retires at the ensuing annual general meeting and being eligible offers himself for reappointment as director liable to retire by rotation.

(7) DIRECTORS RESPONSIBILITY STATEMENT :

i) Your directors have followed the applicable accounting standards along with proper explanation relating to material depaeture if any while preparing the annual accounts

ii) Your directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of financial year and of the loss of the company for the period

iii) Your directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv Your directors have prepared the annual accounts on a going concern basis

(8) AUDITORS

M/S N.R PARIKH & CO chartered accounts vododra auditors of the company retire at the conclusion of this annual general meeting and being eligible offer them selves for reappointment your requested to appoint auditors and fix their remuneration

(9) AUDITORS REPORT

Clause no 4 of notes to accounts schedule L is self explanatory in respect of auditors comment in clause no 3 of their report

(10) ACKNOWLEDGEMENTS

Your directors take opportunity to express their gratitude to government employee and bankers and for their valuable support and co-operation

FOR AND ON BEHALF OF THE BOARD

Place : Vadodara Chairman

Date : 25/08/2010

Mar 31, 2008

The Directors have pleasure in presenting the Directors Report together with the Audited Statement of Accounts for the Financial Year ended on 31st March, 2008.

1. FINANCIAL AND WORKING RESULTS:

PARTICULARS 2007-08 2006-07 (Rs) (Rs)

Gross (Loss) before (6,62,202) (1,33,615) Depreciation

(less): Depredation - (12,77,483)

Net (Loss) before Taxation (6,62,202) (14,11,098)

(less): Provision for Taxation

Net (Loss) after Taxation (6,62,202) (14,11,098)

(less): Loss brought forward (2,88,07,665) (2,73,96,567) from P.Y.

Balance Carried to the Balance (2,94,69,867) (2,88,09,665) sheet

Note: the Company has not carried out any operations during the year. However, your directors are exploring avenues for the same.

2. DEPOSITS:

The Company has not accepted any deposits during the year within the meaning of the Companies (Acceptance of Deposits) Rules, 1975.

3. DIVIDENDS:

In view of carried forward losses, your Directors do not recommend any dividend.

4. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration of Rs. 24,00,000 per annum i.e. Rs. 2,00,000 per month or more for any part of the year or more and hence no particulars have been furnished as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees Rules), 1975.

5. DIRECTORS:

Mr. Mahesh M. Nandani retires at the ensuing Annual General Meeting, being eligible and offers himself for re-appointments be and is hereby by re-appointed as the Director of the Company.

Mr. Sombhai Shankarbhai Thakkar being appointed by the Board as an Additional Director in the Board Meeting held on 5th February, 2008, be and is hereby appointed as a director of the Company.

Mr. Bachubhai Shankerla Thakkar being appointed by the Board as an Additional Director in the Board Meeting held on 15th March, 2008, be and is hereby appointed as a director of the Company.

6. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217{2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i. In the preparation of the accounts for the period ended 31st March, 2008, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. The Directors have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as give a true and fair view of the state of affairs of the company at the end of the year and of the profit and loss of the Company for the year under review.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

iv. The Directors have prepared the accounts for the period ended 31st March, 2008 on a "going concern" basis.

7. AUDITORS:

M/s N.R. Parikh & Co., chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting, who have signified their willingness to accept appointment and have further confirmed their eligibility under section 224(1B) of the Companies Act, 1956.

8. CORPORATE GOVERNANCE:

Pursuant to the clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report and Report on Corporate Governance are made part of this Annual Report.

9. ACKNOWLEDGEMENTS:

YOUR Directors take this opportunity to express their gratitude to employees, bankers and government for their valuable support and co-operation.

For and on behalf of the Board

Place: Vadodara. S/d

Date: 25th August, 2008.

Director

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