Advance Lifestyles Ltd Directors Report

To,

The Members,

Advance Lifestyles Limited

Your Board of Directors have pleasure in presenting herewith the 36^th Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended on 31^st March 2025.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The highlights of Financial Results of the Company for the financial year ended 31 March,

(Amount in thousands)

Particulars	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue	-	-
Other Income	44,742.74	35,114
Total Income	44,742.74	35,114
Operating Expenses	2684.86	2584.41
Finance cost	26,930.04	24,866.89
Depreciation	3.27	21.88
Total Expense	29,618.17	27,474.18
Profit / (Loss) before Tax	15,124.57	7,639.82
Exceptional items and Tax expenses	-	5,000.00
Profit / (Loss) after Taxation	14,269.63	2,139.46
EPS (Earnings Per Share) (Basic and diluted)	2.29	0.34

2. OPERATIONS AND FUTURE PLANS:

During the year under review, the Company did not carry out any major activities in either of its business segments or in financing transactions. The Company reported a post-tax profit of Rs. 14,269.63 (Amount in thousands), as compared to a post-tax profit of Rs. 2,139.47 (Amount in thousands) in the previous financial year.

3. DIVIDEND:

Your Directors do not propose any dividend for the Financial Year ended 31^st March, 2025.

4. RESERVES:

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

5. CAPITAL EXPENDITURE:

The Company has not made any Capital Expenditure during the year under review.

6. CHANGE IN NATURE OF BUSINESS:

No change in nature of business during the year.

7. EMPLOYEES STOCK OPTION SCHEME:

The Company has not granted any Employee Stock Option within the meaning of Section 62(1)(b) of the Companies Act, 2013 read with its rules framed thereunder and respective SEBI Guidelines.

8. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no Subsidiary, joint venture or associate Companies during the year.

9. CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by SEBI LODR Regulations, 2015, Consolidated Financial Statements of the Company and its Subsidiary Companies are not required to be prepared. In absence of any Subsidiary Company, only Stand-Alone Accounts are prepared.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134(3)(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:-

• In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

• 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 a true and fair view of the statement of affairs of the Company as at March 31, 2025 and of the Profit or Loss of the Company for the year ended on that date.

• The Directors have taken proper and sufficient care 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.

• The Directors have prepared the annual accounts of the Company on a going concern basis.

• The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

• The directors have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

11. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

A report as stipulated under SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015 is given in Corp. Governance Report and forms part of the Annual Report.

12. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR UNDER SUB-SECTION (6) OF SECTION 149;

Your Company has received Declaration from Independent Directors of the Company pursuant to the compliances of section 149(6) of the Companies Act, 2013. In the opinion of Board, they are persons of integrity, expertise, experience and have complied with Code of Conduct during the year.

13. CORPORATE GOVERNANCE:

The Company has taken necessary measures to comply with the newly introduced SEBI Listing Obligations and Disclosure Requirements, 2015 (LODR Regulations, 2015 ) i.e. A separate report on Corporate Governance for the year ended on 31st March, 2025 is attached herewith as a part of this Annual Report. A certificate from Practicing Company Secretary regarding compliance of Corporate Governance as stipulated under the SEBI LODR Regulations, 2015 is obtained by the Company and annexed to the Corporate Governance Report.

14. BOARD AND COMMITTEES MEETINGS:

The details of Board and various Committees and details of their Meetings held under the period under review are given in the report on Corporate Governance, which forms part of this Report. The maximum time-gap between any two consecutive Board Meetings did not exceed limits as statutorily specified.

15. POLICY ON NOMINATION AND REMUNERATION:

The policy on Nomination and Remuneration is given in the report on Corporate Governance, which forms part of this Report.

16. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB-SECTION (1) OF SECTION 188:

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement/transaction with related parties which could be considered material in accordance with the provisions of the Act.

17. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to Section 135 of the Act, provisions of Corporate Social Responsibility are not applicable to your Company as your Company has not earned net profit of Rs. 5 crores or during previous financial year, neither it has the net worth of Rs. 500 crores or more nor the turnover of the Company was of Rs. 1000 Crores or more for the previous financial year.

MAKING PEOPLE HAPPY

18. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the year under reveiw, such controls were tested and no reportable material weakness in the design or operation was observed.

19. DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR:

During the year, Mr. Sundeep Agarwal (DIN: 03168111) was re-appointed as a Director at the Annual General Meeting held on 18th September 2024. He was retiring by rotation and, being eligible, had offered himself for re-appointment.

Subsequently, during the year under review, the following changes took place in the composition of the Board and Key Managerial Personnel:

• Resignations:

• Ms. Usha Mullaya, Independent Director, resigned with effect from 10th May 2024.

• Ms. Reet Kamal Keswani and Mr. Sundeep Agarwal, Managing Director, resigned with effect from 27th January 2025.

• Ms. Neha Desai resigned as Company Secretary and Compliance Officer with effect from 9th October 2024.

• Appointments:

• Based on the recommendation of the Nomination and Remuneration Committee, and with approval from the Board and Shareholders:

• Ms. Mala Poddar was appointed as an Independent Director with effect from 24th July 2024.

• Mr. Aditya Soni was appointed as an Independent Director with effect from 11th February 2025.

• Mr. Kashyap Gandhi was appointed as Managing Director with effect from 27th January 2025.

Mr. Ramesh Nair continues to serve as the Chief Financial Officer of the Company.

Women Director

The Companys Board is represented by two Woman Directors, Ms. Mala Poddar and Ms. Jyoti Laxman Bambade

Composition of the Board / Committees Board

• Mr. Kashyap Gandhi - Managing Director

• Ms Mala Poddar - Independent Director

• Ms. Jyoti Laxman Bambade - Non Executive Director

• Mr. Aditya Soni- Independent Director

Audit Committee:

• Ms Mala Poddar - Independent Director

• Ms. Jyoti Laxman Bambade - Non Executive Director

• Mr. Aditya Soni- Independent Director

Nomination & Remuneration Committee:

• Ms Mala Poddar - Independent Director

• Ms. Jyoti Laxman Bambade - Non Executive Director

• Mr. Aditya Soni- Independent Director

Stakeholder Grievance Redressal Committee

• Ms Mala Poddar - Independent Director

• Ms. Jyoti Laxman Bambade - Non Executive Director

• Mr. Aditya Soni- Independent Director

Number of Meetings of the Board:

During the financial year 2024-25, regular meetings of the Board were held to ensure effective governance and timely decision-making.

The Board met Seven times during the year 2024-25 viz 27^th May, 2024, 24^th July, 2024, 13^th August 2024, 13^th November 2024, 27^th January 2025, 11^th February 2025 and 27^th March 2025.

Detailed information regarding the attendance of Directors at these meetings is provided in the Report on Corporate Governance, which forms part of this Annual Report.

Meeting of Independent Directors

During the year under review, a separate meeting of the Independent Directors of the Company was held on 28^th March, 2025, wherein the performance of the Non-Independent Directors and the Board as a whole was evaluated.

20. BOARD EVALUATION:

In accordance with the provisions of the Companies Act, 2013 and Regulation 25(4)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, the annual performance evaluation of the Board of Directors and its individual members was conducted.

The evaluation process considered various parameters, including the functioning of the Board and its Committees, the composition and structure, the performance in execution of specific duties and obligations, and adherence to governance practices.

The performance evaluation of the Board as a whole was carried out by the Independent Directors. Additionally, the performance of each Independent Director was evaluated by the entire Board, excluding the Director being evaluated.

There were no adverse remarks or observations made by any Director during the performance evaluation process

21. AUDITORS

• STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Piyush J Shah & Co., Chartered Accountants (Firm Registration No. 121172W), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 35th Annual General Meeting (AGM) until the conclusion of the 39^th AGM.

• AUDITORS REPORT AND OBSERVATIONS:

The reports issued by the Statutory Auditors on the financial statements of the Company for the financial year ended 31st March 2025 form an integral part of this Annual Report. The Statutory Auditors have not made any qualification, reservation, adverse remark, or disclaimer in their reports. The Company has provided appropriate and timely responses to all observations, if any, made by the Statutory Auditors during the course of their audit.

Furthermore, the Auditors have not reported any instance of fraud committed by the Company or its officers in terms of the second proviso to Section 143(12) of the Companies Act, 2013.

• INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act and the Companies (Accounts) Rules, 2014, on the recommendation of the Audit Committee, Mr. Pradeep Kushwah, Cost & Management Audit (CMA) was appointed by the Board of Directors to conduct internal audit reviews of the Company.

• SECRETARIAL AUDITORS REPORT AND OVSERVATION:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Pooja Gala & Associates, a firm of Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the Financial Year 202425.

The Secretarial Audit Report is annexed and the report does not contain any adverse qualification, reservation, adverse remark or disclaimer.

22. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Provisions of the Companies Act, 2013 for disclosure of information on Conservation of Energy and Technology Absorption are presently not applicable to the Company. There was no Foreign Exchange earnings or outgo during the year under review.

23. PARTICULARS OF EMPLOYEES:

There were no employees drawing salaries in excess of limits prescribed under Section 197(12) of The Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 apply.

24. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records and cost audit as per section 148 of the Companies Act, 2013 is not applicable to the Company.

25. DEPOSITS:

The Company has neither invited nor accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) during the year under review.

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

There were no other material changes and commitments affecting the financial position of the Company that has occurred between the end of the financial year to which these financial statements relate and date of the report.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) (POSH) ACT. 2013:

The Company has adopted a Policy for the Prevention of Sexual Harassment at the Workplace, in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy aims to provide a safe working environment that is free from discrimination, harassment, and abuse. The Policy is available on the Companys website.

As the number of employees in the Company is below the threshold prescribed under the POSH Act, the constitution of an Internal Complaints Committee (ICC) is not mandatory.

During the financial year under review, no complaint of sexual harassment was received by the Company.

28. PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees or investments under Section 186 are given in the Financial Statements (Please refer Notes to the Accounts).

29. SECRETARIAL STANDARDS:

The Company has complied with all the mandatory secretarial standards issued by the Institute of Companies Secretaries of India.

30. DETAILS OF FRAUD REPORT BY THE AUDITOR UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT;

The Statutory Auditors of the Company have not reported any instances of fraud or irregularities under provisions of Section 143(12) of the Act, and Rules made there under in the management of the Company during financial year under review.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATOR OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.

There are no significant and material orders passed by the regulator or courts or tribunals impacting the going concern status and Companys operations.

32. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (formerly under the Listing Agreement). This mechanism also incorporates a Whistle Blower Policy to enable Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud, or violation of the Companys code of conduct.

The Vigil Mechanism provides for adequate safeguards against victimization of individuals who avail of the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the website of the Company at www.advance.net.in.

33. A STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:

Considering the scale and nature of the Companys operations, the formation of a formal Risk Management Committee and the adoption of a dedicated Risk Management Policy are not mandated under the applicable regulatory framework.

However, the Company follows a proactive and vigilant approach to risk identification, assessment, and mitigation. Risks are managed through a robust system of internal controls, ensuring that significant risks?whether operational, financial, or strategic?are effectively monitored and addressed within the existing governance structure.

34. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31^st March, 2025 is uploaded on the website of the Company at www.advance.net.in

35. GENERAL DISCLOSURES:

• The Company is not making any payment of managerial Remuneration as envisaged undersection 197(12) read with Rule 5 of The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 except the payment of Fees for attending Meetings of Board/Committee to Independent Director/S and as such there is nothing to disclose. In view thereof, there is also nothing to disclose on Ratio of remuneration of each director to the median employees remuneration and other prescribed details as required under Section 197(12) of the Companies Act read with Rule 5 of Companies (Appointment & Remuneration of Managerial Personnel) Rules -2014;

• The Company has not issued any Equity Shares with Differential Rights, Sweat Equity, ESOS, etc. during the Year under review.

• In terms of the provisions of the Companies Act, 2013 and SEBI LODR Regulations, 2015, all the Committees as per the composition required are in place, to the extent possible. The Board of Directors have accepted the recommendation, if any, as received from all the Committees

• During the year under review no application is made or pending in the name of Company under Insolvency and Bankruptcy Code, 2016.

• During the year there has been no One Time Settlement (OTS) of loans taken from Bank/Financial Institutions.

36. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for continuous support and assistance received by the Company from its stakeholders, Bankers and Financial Institutions.

The Directors also place on record their appreciation of dedicated and sincere services of the managerial personnels of the Company.

The Company will make every effort to meet the aspirations of its Shareholders and wish tosincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board
Sd/-	Sd/-
Kashyap Gandhi	Jyoti Laxman Bambade
Managing Director	Director
DIN:02604428	DIN:07895116
Place: Mumbai
Date: 6th August 2025