Onelife Capital Advisors Ltd

Dear Members,

Your Directors are pleased to present 17^th Annual Report together with the Audited Financial Statements of your Company for the year ended 31^st March, 2024.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company for the year ended 31^st March, 2024 is summarized below:

(Rs. In Lakhs)

COMPANY'S PERFORMANCE:

The standalone revenue from operations in FY 2023-24 stood at Rs.622.90 Lakhs. Total expenses for the year stood at Rs. 625.08 Lakhs. The loss stood at Rs. 2.18 Lakhs. Reported net loss after tax for the year came in at Rs. 3.38 Lakhs.

The consolidated revenue for the year stood at Rs. 4017.06 Lakhs. Total expenses for the year stood at Rs. 3375.95 Lakhs. The profit before taxation (PBT) stood at Rs. 641.11 Lakhs.

There has been no change in the nature of business of the Company during the year under review. A detailed note on the Company's operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Director's Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

This Statement of Standalone and Consolidated Financial Results have been prepared in accordance with Indian Accounting standards (Ind AS) prescribed under Section 133 of the Companies Act 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules. 2015, Companies (Indian Accounting standards) (Amendment) Rules, 2016 and other accounting principles generally accepted in India.

2. SHARE CAPITAL

The paid up equity share capital as on 31^st March, 2024 was Rs. 1336 Lakhs. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year 2023-24.

4. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve.

5. PUBLIC DEPOSITS:

During the financial year 2023-2024, your Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report. The Management Discussion and Analysis forms an integral part of this Report.

7. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), the Management

Discussion and Analysis, Report on Corporate Governance and a Certificate by the Chairman & Chief Financial Officer (CFO) confirming compliance by all the Board Members and Senior Management

Personnel with Company's Code of Conduct are made a part of the Annual Report.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on date, the Board is comprised of Two Executive Directors and Three Non-Executive Independent Directors.

The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.

There were six (6) meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

Mr. Pandoo Naig, Executive Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

APPOINTMENT & RESIGNATION DURING THE YEAR

1. Mr. Gurunath Mudlapur (DIN: 00009485) resigned from the post of Non-Executive Non-Independent Director of the Company with effect from 20 July 2023.

2. Ms. Divya Modi, an Associate Member of ICSI having Membership No. A69806 appointed as Company Secretary and Compliance Officer of the Company with effect from 14^th August 2023.

3. Mr. Pandoo Naig (DIN: 00158221) who was appointed as an Additional (Executive) Director on 23^rd March 2023 was regularized in the 16^th Annual General Meeting held on 29^th September 2023.

4. Mr. Aneish Kumaran Kumar (DIN: 08766256) who was appointed as an Additional Director (Non-Executive & Independent) with effect from 23^rd March 2023 was regularized in the 16^th Annual General Meeting held on 29^th September 2023.

5. Mr. Manoj Malpani (DIN: 05174775) was appointed as an Additional Director (Non-Executive & Non- Independent) Of the Company on 05^th February 2024.

(Note:

? Mr. Manoj Malpani resigned from the post of CFO & Directorship on 01^st April, 2024. ? Ms. Divya Modi resigned as Company Secretary and Compliance Officer of the Company on 13^th April, 2024 ? Mr. Pandoo Naig was appointed as the Interim CFO of the Company on 03^rd June 2024. ? Mrs. Kajal Shethia was appointed as the Company Secretary & Compliance Officer of the Company on 03^rd June 2024.)

The Company's Board has the following committees: 1. Audit Committee 2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee 4. Risk Management Committee

Details of Committee membership, terms of reference of the Committees and attendance at meetings of the Committees are provided in the Corporate Governance report.

9. ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS:

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors confirm:

a) that the applicable accounting standards have been followed in the preparation of the annual accounts and that there are no material departures; b) that such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2024 and of the profit/loss of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis; and

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

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

The Company complies with all applicable secretarial standards.

As on 31^st March, 2024, the Company had six Subsidiaries namely:

1. Eyelid Infrastructure Private Limited (Wholly Owned Subsidiary)

2. Dealmoney Insurance Broking Private Limited (Wholly Owned Subsidiary)

3. Sarsan Securities Private Limited (Wholly Owned Subsidiary)

4. Dealmoney Distribution And Advisory Services Private Limited (Wholly Owned Subsidiary)

5. Dealmoney Commodities Private Limited (Subsidiary)

6. Dealmoney Financial Services Private Limited (Subsidiary)

Step-down Subsidiary of Onelife Capital Advisors Limited and Wholly Owned Subsidiary of Dealmoney Commodities Private Limited are namely:

1. Dealmoney Real Estate Private Limited

2. Dealmoney Distribution & E-marketing Private Limited

*None of the Companies ceased to be Subsidiaries / Associates or Joint Ventures during the year.

The summary of the key financials of the Company's subsidiaries in Form AOC-1 is included in this Annual Report as Annexure- [1] to the board's report. Salient features of financial statements of all subsidiaries of your Company is attached to the Accounts which forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

Any member desirous of obtaining a soft copy of the aforesaid financial statements may write to the Company Secretary at cs@onelifecapital.in. The financial statements including the Consolidated Financial Statements, financial statements of each Subsidiary have been uploaded on the website of the Company i.e. www.onelifecapital.in.

(*Note: Continental Controls have become an Associate Company in the FY 2024-2025 due to the Share Purchase Agreement entered by Onelife Capital Advisors Limited for purchase of 24.56% of voting & Equity Capital)

The financial statements of each subsidiary companies is kept for inspection by any member of the Company at its Registered Office during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. You may write to the Company Secretary on cs@onelifecapital.in and also the same are placed on the Company's website www.onelifecapital.in.

14.MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no other material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of this report.

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure [2]" to this Report and is available on the website of your Company i.e. www.onelifecapital.in. A physical copy of the same will be made available to any shareholder on request.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Pursuant to the provisions of Listing Agreement with the Stock Exchanges, the Company declares that the Equity Shares of the Company are listed at the BSE Limited and NSE Limited.

The Company confirms that it has paid Annual Listing Fees due to stock exchanges up to the Financial Year 2023-24.

? STATUTORY AUDITORS

M/s. N R Tibrewala & Co. LLP, Chartered Accountants (Firm Registration No: W100608) was appointed as Statutory Auditors of your Company at the 16^th Annual General Meeting ("AGM") held on 29th September,

2023 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors was required to be ratified by Members at every Annual General Meeting. Pursuant to the amendment in Section 139 of the Act vide Companies (Amendment) Act, 2017 effective from May 7, 2018; the requirement relating to ratification of appointment of Statutory Auditors by the Members of the Company at every AGM has been dispensed with. Hence, the appointment of Auditors is not required to be ratified each year at the Annual General Meeting of the Company and accordingly, M/s. N R Tibrewala & Co. LLP, Chartered Accountants (Firm Registration No: W100608) hold office for a consecutive period of five (5) years until the conclusion of the 21^st Annual General Meeting of the Company to be held for the year 2028 without following the requirement of ratification of their appointment every year.

Explanation as per provisions of Section 134(3)(f) of the Companies Act, 2013 are as follows:

(Note: Consolidated Audit Report as on 03 June 2024 contained Limited Review Report of Dealmoney Commodities Private Limited, however now Audited Report of the same has been received and there has been no change in the Assets, Liabilities or Investments as that reported earlier)

? COST AUDITORS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable to the Company for the FY 2023-24.

? SECRETARIAL AUDIT:

The listed entity and its unlisted material subsidiaries shall provide Secretarial Audit Report in Form No. MR-3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Ajay Kumar & Co.,

Practicing Company Secretary (Membership No. 3399 & Certificate of Practice No. 2944) to conduct the Secretarial Audits of your Company. The Secretarial Audit Report of the Company is annexed herewith as "Annexure - [3]" to this Report, and the Secretarial Audit Report of unlisted Material Subsidiary i.e Dealmoney Commodities Private Limited is annexed herewith as "Annexure-[4]"

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above, except to the extent as mentioned below: i. There is delay in filing disclosures within 24 hours as required under regulation 30 and schedule III

Para A of securities Exchange Board of India ( Lising Obligation and Disclosure Requirements) Regulations, 2015 , the details of which are as under :

ii. Mr Himanshu Bipin Unadkat resigned as Company Secretary and Compliance officer of the

Company w.e.f 14.10.2022. The Vacancy of Company Secretary caused upon his resignation as Company Secretary should have been filled up within 6 months, i.e. latest by 13.04.2024 within the time limit as prescribed under section 203(4) of the Companies Act, 2013. However, there was a delay of 4 months 1 day in filling up the said vacancy since Ms. Divya Modi was appointed as Company Secretary on 14.08.2023. This is a non compliance of Section 203(4) of Companies Act, 2013 read with Companies (Appointment & Remuneration of Managerial Personal) rule, 2014.

iii. The Vacancy of Compliance Officer caused upon the resignation of Mr Himanshu Bipin Unadkat as

Compliance Officer should have been filled up within 3 months, i.e. latest by 13.01.2023 within the time limit as prescribed under Regulation 6 (1A) of SEBI (LODR) Regulations, 2015. However there was a delay of 7 months 1 day in filling up the said vacancy since Ms. Divya Modi was appointed as Compliance officer on 14.08.2023. This is a non compliance of Regulation 6 (1A) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

iv. A fine of Rs. 1,22,000/- was imposed on the Company from BSE for non-compliance of Regulation

6(1) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September, 2023. However the company had requested for the waiver for the said fine so imposed. After due consideration BSE accepted the waiver request on 09.01.2024 and reduced the fine amount to 5000/- which was paid on 09.01.2024.

v. A fine of Rs. 5,000/- was imposed on the Company from BSE for non-compliance of Regulation 23(9) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended September, 2023. The Company paid the said fine on 18.12.2023.

vi. A fine of Rs. 3,65,000/- was imposed on the Company from BSE for non-compliance of Regulation

17(1)(c) of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 for the quarter ended December, 2023. However the company has requested for the waiver for the said fine so imposed on 05.03.2024 & response from BSE is awaited.

As per the requirements of the Listing Regulations, Practicing Company Secretaries of the respective material subsidiaries of the Company have undertaken secretarial audits of these subsidiaries for the financial year 2023-24, The Audit Report confirms that the material subsidiaries have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website at www.onelifecapital.in.

20. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered during the financial year were on an arm's length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under Regulation 23 of the Listing Regulations.

Details with respect to transactions with related parties entered into by the Company during the year under review are disclosed in the accompanying financial results and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure - [5]" in the form AOC-2.

Further, details of related party transactions are presented in Note No. 39 of notes to consolidated financial statements of the Company.

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are mentioned in detail in the Financial Statements.

22. RISK MANAGEMENT POLICY:

Information on the development and implementation of a Risk Management Policy of the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy & Vigil Mechanism which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation, 2015. The policy provides for a framework and process whereby concerns can be raised by its directors and employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Whistle Blower Policy & Vigil Mechanism of your Company have been outlined in the Corporate Governance Report which forms part of this report.

The Company has zero tolerance for sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Summary of sexual harassment issues raised attended and dispensed during financial year 2024: ? No. of complaints received: Nil ? No. of complaints disposed off: Nil ? No. of cases pending for more than 90 days: Nil

The Company being engaged in the Advisory Services does not have any energy utilization or technology absorption.

During the year under review, there are no foreign exchange earnings and outgo.

The Board ensures the effectiveness of the Company's system of internal controls including financial, operational and compliance control and risk management controls and the same is subject to review periodically by the Board of Directors and M/s. G.S. Toshniwal & Associates, Chartered accountants for its effectiveness. The control measures adopted by the company have been found to be effective and adequate to the Company's requirement.

The provisions of Corporate Social Responsibility are not applicable to the Company.

Certain statements in the Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.