Dear Members,

Your directors are pleased to present the 34th Annual Report along with the Audited Financial Statements (Standalone & Consolidated) of your Company for the financial year ended March 31, 2025 (“Financial Year 2024-25”). 1) FINANCIAL RESULTS

The Audited Financial Statements of your Company as on March 31, 2025, are prepared in accordance with the relevant applicable Indian Accounting Standards (“Ind AS”) and Regulation 33 o f the Securities and Exchange Board o f India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI LODR Regulations 2015”) and the provisions of the Companies Act, 2013 (“Act”) The Company's financial performance (Standalone and Consolidated) for the financial year ended on March 31, 2025 is summarised below: ( in Lakhs)

COMPANY'S PERFORMANCE: STANDALONE OPERATIONS

Total Revenue from Operations increased by 52.81 % to Rs. 8388.68 Lakhs against Rs.5489.56 Lakhs of the previous year. Earnings before interest tax depreciation and amortisation (EBITDA) decreased by 53.42 % to Rs.203.69 Lakhs against Rs. 437.28 Lakhs of the previous year. Profit Before Tax (PBT) decreased by 20.54 % to Rs.120.38 Lakhs against Rs.151.50 Lakhs of the previous year. Net Profit decreased by 36.85 % to Rs. 72.79 Lakhs against Rs. 115.26 Lakhs of the previous year

CONSOLIDATED OPERATIONS

Total Revenue from Operations increased by 96.28 % to Rs. 11048.37 Lakhs against Rs. 5628.90 Lakhs of the previous year. Earnings before interest tax depreciation and amortisation (EBITDA) increased by 48.70 % to Rs.421.94 Lakhs against Rs. 283.74 Lakhs of the previous year. Profit Before Tax (PBT) Decreased by 25.54 % to Rs. 143.65 Lakhs against Rs. 192.91 Lakhs of the previous year. Net Profit Decreased by 32.43 % to Rs. 93.04 Lakhs against Rs.137.69 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

During the year under review, there is no change in the Authorised share capital of the Company. The Authorised share capital of the company is Rs. 387,00,00,000/- divided into 387,00,00,000 Equity Shares having face value of 1/- each..

The Company had issued Foreign Currency Convertible Bonds (FCCB) in the financial year 2022-23 and during the financial year 2024-2025 the Company has converted 370 bonds into 4,35,79,475 shares therefore paid-up share capital o f the Company has increased from 70,80,12,805/- to Rs. 1,87,73,28,995/- in during the period under review financial year (2024-2025). The current issued, Paid up and subscribed share capital of the Company is Rs. 1,87,73,28,995/- divided into 187,73,28,995 Equity Shares having face value of 1/- each 4) PREFRENTIAL ISSUE

During the year, the members of the company had passed Special resolution on October 23,2024 and issued 24,00,00,000 Convertible Equity Warrants at a price of Rs. 3.60/- per Warrant, convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company having face value of Re.1/- (Rupee One Only) each at a premium of Rs. 2.60/- per share to the Promoter group of the Company i.e 12,00,00,000 Warrants to Shree Saibaba Exim Private Limited and 12,00,00,000 Warrants to Raghuvir International Private Limited. The said warrants are yet to convert into the equity shares. 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, 2025. 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. 4 of Financial Statement of the company and made investment as detailed in note no. 3 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 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Brajesh Gupta & Co, Practising Company Secretaries has been submitted to the Stock Exchanges. 10) MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations, 2015”) forms part of this Annual Report. The said comments are disclosed in Annexure-A. 11) DIRECTORS & KMP

As of March 31, 2025, your Company's (“Board”) had Five Directors comprising of 1 Executive Director and 4 Non-Executive Directors out of which 3 Directors are Independent Directors. 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 Board consists of following Directors as on the date of this report:

Details of Key Managerial Personnel:

12) CHANGES IN DIRECTOR

During the year, Ms. Payal Gajjar (DIN: 08745777) vide her letter dated January 07, 2025 has submitted her resignation as an Independent Director of the company with effect from the closing of business hours on January 07, 2025 due to her other professional commitments.

Further, Mr. Parth Patel & Mr. Mohammadraza Makrani were appointed as Additional Director in the category of Independent Director in the Board Meeting held on February 09, 2024. The regularisation of their appointment was done by the members of the Company through Postal ballot on May 05, 2024 (deemed date of passing the resolution by postal Ballot). After the end of the Financial year, the Board of Directors in their meeting held on May 30, 2025 has appointed Ms. Krupalibahen Mehta (DIN: 11109785 ) as an Additional Director in the category of Non-Executive -Independent Director and has been regularised by passing a special resolution through Postal ballot on August 23, 2025 (deemed date of passing the resolution by postal Ballot).

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. Jayesh Raichandbhai Thakkar (DIN:01631093) 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.

Independent Director of the Company has provided declarations under Section 149 (7) of the Companies Act, 2013 and Regulation 25 (8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets with the criteria of independence, as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The Board of Directors were required to carry out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. Based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India, a structured questionnaire was prepared after taking into consideration the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and Non-executive Directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In the Board meeting that followed the meeting of the independent directors and meeting of the Nomination and Remuneration Committee, the performance of the Board, its committees, and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the Independent Director being evaluated.

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, 2025 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. Turnover 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.

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

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

The Company has zero tolerance with respect to Sexual Harassment at workplace. To this end, the Company has adopted the Prevention of Sexual Harassment (“POSH”) policy to provide a safe, secure and enabling environment, free from sexual harassment. The Policy is gender neutral and the framework ensures complete anonymity and confidentiality. All employees (permanent, contractual, temporary, trainees) as defined under the POSH Act are covered in this Policy. The Company has set up an Internal Complaints (“IC”) Committee in compliance with the Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act”), to redress complaints received regarding sexual harassment The POSH Policy of the Company is published on website of the company. The status of complaints received under POSH and redressed by the Company, during financial year 2024-25, are given below: There was no complaint outstanding / received from any employee during the financial year 2024-25 and hence, no complaint is pending as on March 31, 2025 for Redressal. (a) Number of complaints received during the financial year 2024-25 0 (b) Number of complaints resolved during the financial year 2024-25 0 (c) Number of complaints pending for resolution as at the end of the financial year 2024-25-0

20) CORPORATE GOVERNANCE REPORT

The Report on Corporate Governance as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, forms part of this Annual Report as Annexure-B. The certificate from Practicing Company Secretaries required as per the aforesaid Schedule V, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 is attached to the Report on Corporate Governance.

21) BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

According to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015, Business Responsibility and Sustainability Report is mandatory for Top 1000 Listed Companies according to Market Capitalization. Evexia Lifecare Limited doesn't fulfil the above criteria therefore Business Responsibility and Sustainability Report is not applicable to the company.

22) ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013, the draft annual return as on 31st March, 2025 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 2024-25, 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 material 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 2024-25 and hence does not form part of this Annual Report. However, the Company submits details of other related party transactions 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 : Company has effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations. Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015) as of March 31st, 2025. The internal control system provides for all documented policies, guidelines, authorization and approval procedures.

The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit Committee of the Board. Further the Company has in place adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

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:

Pursuant to Section 139 of the Companies Act, 2013 read with rules made thereunder, as amended, M/s. M. A. Shah & Co., Chartered Accountants (FRN No- 0112630W), were appointed as the Statutory Auditors of your Company in Financial Year 2024-2025 due to casual Vacancy occurred due to Resignation of M/s .Tejas K. Soni & Company, Chartered Accountants (FRN No- 135093W). 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.

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. Explanation to Auditors Adverse Opinion

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 2024-25. 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:

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

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section138 of the Companies Act 2013, has appointed M/s Shital Samriya, as 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 o f 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

In compliance with the requirements of Regulation 17(5) of the SEBI Listing Regulations, the Board of Directors has laid down Code of Conduct for all Board Members and Senior Management of the Company. This code is also posted o n the website o f the Company at https://www.evexialifecare.com/policies-cg/Code%20of%20Conduct.pdf

36) MATERIAL ORDERS PASSED BY REGULATORY/COURT

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

37) FRAUD REPORTING

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

38) CODE FOR PREVENTION OF INSIDER TRADING:

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your company has implemented a Code of Conduct to control, oversee, and report trading by designated individuals and their close family members ("Code"). Among other things, the Code specifies the protocols that designated individuals must adhere to while trading or dealing in the Company's shares and disclosing Unpublished Price Sensitive Information ("UPSI"). The Code addresses the company's responsibility to keep a structured digital database ("SDD"), the procedures for handling UPSI and preventing insider trading, and the process for becoming acquainted with the sensitivity of UPSI.

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 Associate Companies , details of which are as mentioned below, the company doesn't have any Joint Venture during the year. Details of Subsidiary Company, Associate Companies and LLP's.

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

41) RISK MANAGEMENT

The Company has formulated Risk Management Committee constituted by the Board of Directors comprising of 3 Directors. The Company has created a risk management policy that includes the components of different Risk as well as an execution plan to lessen those risks. The Board reviews the risk management framework on a regular basis.

42) POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided in Section 178(3) and Section 134(3)(e) o f the Act is available at https://www.evexialifecare.com/policies-cg/criteria%20of%20making%20payments%20to%20non-executive%20directors.pdf

44) DIRECTORS & OFFICERS LIABILITY INSURANCE

According to Regulation 25(10) of SEBI (LODR) Regulations, 2015, Directors & Officers Liability Insurance is mandatory for Top 1000 Listed Companies according to Market Capitalization. Evexia Lifecare Limited doesn't fulfil the above criteria therefore Business Responsibility and Sustainability Report is not applicable to the company.

43) AUDIT COMMITTEE: The details pertaining to the composition of the audit committee are given in the report on corporate governance forming part of this Report. Further, all the recommendations made by the audit committee were accepted by the Board.

44) CHANGE(S) IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the FY ended March 31, 2025.

45) MATERIAL CHANGES AFTER END OF FINANCIAL YEAR: There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report.

ACKNOWLEDGMENT

Your Directors wish to place on record their appreciation for the continued support and cooperation of the shareholders, banks, various regulatory and government authorities and for the valuable contributions made by the employees of the Company. For and On Behalf of Board of Directors

EVEXIA LIFECARE LIMITED