Advance Lifestyles Ltd Directors Report

To, The Members,

Advance Lifestyles Limited

Your Board of Directors have pleasure in presenting herewith the 37 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 2026.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE:

The highlights of Financial Results of the Company for the financial year ended 31 March, 2026

(Amount in thousands)

Particulars	Year ended 31 st March, 2026	Year ended 31 st March, 2025
Revenue	-	-
Other Income	76,838.99	44,742.74
Total Income	76,838.99	44,742.74
Operating Expenses	5,017.87	2,684.86
Finance cost	26,924.10	26,930.04
Depreciation	69.16	3.27
Total Expense	32,011.12	29,618.17
Profit / (Loss) before Tax	44,827.86	15,124.57
Exceptional items and Tax	-	-
expenses
Profit / (Loss) after Taxation	44,825.98	14,269.63
EPS (Earnings Per Share)	7.20	2.29
(Basic and diluted)

2. i) OPERATIONS AND FUTURE PLANS:

During the year under review, the Company did not undertake any significant business operations in any of its business segments or financing activities.

With a view to exploring new business opportunities and diversifying its business portfolio, the Company, pursuant to the approval of the shareholders through Postal Ballot, amended its Main Object Clause of the Memorandum of Association to, inter alia, include activities relating to the mining and trading of bullion and precious metals, as well as mining and allied activities.

The Company continues to evaluate potential business opportunities in the aforesaid sectors and remains focused on identifying suitable avenues for sustainable growth and long-term value creation for its stakeholders. Any business initiatives undertaken by the Company shall be subject to the availability of viable opportunities, commercial considerations, and applicable statutory and regulatory requirements.

The Company reported a Profit after Tax of Rs. 44,825.98 thousand during the financial year under review, as compared to a Profit after Tax of Rs. 14,269.63 thousand in the previous financial year

3. DIVIDEND:

Your Directors do not propose any dividend for the Financial Year ended 31 st March, 2026 .

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:

During the financial year under review, the Company has amended its main object clause of the Memorandum of Association to, inter alia, include activities relating to the Mining and trading of bullion and precious metals, as well as mining and allied activities.

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, 2026 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 all applicable 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, 2026 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 c ontract / 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.

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:

Based on the recommendation of Nomination and Remuneration Committee, Mr. Vikas Gangwal was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 1 st June 2025.

Ms. Jyoti Laxman Bambade (DIN: 07895116) was liable to retire by rotation and being eligible, had offered herself for re-appointment, re-appointed as a Director of the Company at the Annual General Meeting held on 18th September 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 2025 26, regular meetings of the Board were held to ensure effective governance and timely decision-making.

The Board met Four times during the year 2025-26 viz 27 th May, 2025, 6 th August 2025, 11 th November 2025 and 11 th February 2026.

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 27 th March, 2026, wherein the performance of the Non-Independent Directors and the Board as a whole was evaluated.

20. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual performance evaluation of the Board of Directors, its Committees and the individual Directors was carried out during the financial year.

The evaluation was based on various criteria, including the effectiveness of the Board and its Committees, composition and diversity of the Board, participation and contribution of the Directors, discharge of their roles and responsibilities, decision-making process, and compliance with applicable governance standards.

The Independent Directors evaluated the performance of the Board as a whole, while the Board evaluated the performance of the Independent Directors, excluding the Director being evaluated, in accordance with the applicable statutory requirements.

Based on the evaluation process, the Board was satisfied with the overall effectiveness and performance of the Board, its Committees and the individual Directors. No adverse remarks or observations were made during the evaluation.

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 Statutory Auditors Report on the Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 forms an integral part of this Annual Report.

The observations contained in the Statutory Auditors Report have been duly considered by the Board. Further, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013 during the financial year under review.

MANAGEMENTS EXPLANATION TO THE AUDITORS QUALIFICATIONS/ OBERSERVATIONS:

Auditors Qualifications in the Standalone Auditors Report Basis of Qualified Opinion:

a) As stated in Note 15 and Note 16 to the Financial Statements, the Company has obtained unsecured loans amounting to 3,51,189.88 Thousands, which, as represented by the Management, are interest-free. Accordingly, no interest expense has been recognized in the Statement of Profit and Loss for the year ended 31 March 2026.

Further, the Company has outstanding liabilities aggregating to 75,899.55 Thousands payable to three parties, of which two parties are undergoing Corporate Insolvency Resolution Process ("CIRP") under the Insolvency and Bankruptcy Code, 2016, and one party is presently non-traceable. No interest liability has been recognized on the aforesaid balances as no claim, demand or communication relating to interest has been received from the concerned parties or the Resolution Professionals.

In the absence of sufficient appropriate audit evidence regarding the terms of the aforesaid borrowings and the completeness of any related interest liability on the outstanding balances, we are unable to determine the extent of adjustments, if any, that may be required to the interest expense, liabilities and the accompanying Financial Statements. b) As stated in Note 16 to the Financial Statements, the Company has disclosed outstanding balances aggregating to 75,899.55 Thousands payable to certain parties as at 31 March 2026. These balances are s ubject to balance c onfirmations and s upporting reconciliations, which were not made available for our verification. Further, two of the aforesaid parties are undergoing Corporate Insolvency Resolution Process ("CIRP") under the Insolvency and Bankruptcy Code, 2016, and one party is presently non-traceable.

In the absence of sufficient appropriate audit evidence regarding the existence, completeness and valuation of these balances, we are unable to determine the consequential adjustments, if any, required to the accompanying Financial Statements.

c) As disclosed in the Financial Statements, the Company has granted certain interest-free loans and advances, including loans granted in contravention of the provisions of Section 186(7) of the Companies Act, 2013. The Management has not assessed the consequential financial impact, if any, arising from non-recognition of interest on such loans in accordance with Ind AS 109 - Financial Instruments.

In the absence of sufficient appropriate audit evidence regarding the consequential financial impact of the aforesaid matter, we are unable to determine the extent of adjustments, if any, that may be required to the accompanying Financial Statements.

Managements Explanations to the Auditors Qualification in the Standalone Auditors Report

a) and b): Certain outstanding liabilities pertain to parties undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016, and the final settlement obligation, if any, is yet to be determined upon completion of such proceedings. Further, one party is presently non-traceable and no balance confirmations or claims have been received from such parties till the date of approval of the financial results. The Company has accordingly not recognised any interest liability in the financial statements,

In the absence of independent balance confirmations, reconciliations, or other supporting documentary evidence, the consequential impact of interest or any other adjustment on such balances cannot presently be determined.

c) During the financial year 2025-2026, substantial repayments towards the principal amounts of such loans and advances were received from the respective parties. The Management has considered the accounting implications of the aforesaid transactions under the applicable provisions of Ind AS 109. Based on the information presently available and the fact that the substantial principal amounts have been fully repaid during the year, no further adjustment has been recognised in the financial statements in respect of such loans and advances. The Management will appropriately review and account for any consequential impact, if required, in accordance with the applicable provisions of Companies Act, 2013 law and Accounting Standards.

The Board believes that the explanations provided adequately address the observations of the Statutory Auditors.

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 as Internal Auditor of the company for a period of 5 years by the Board of Directors to conduct internal audit reviews of the Company.

SECRETARIAL AUDITORS REPORT:

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 a period of 5 years. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed to this Report. The Secretarial Auditor has made following observation(s) and the Management reply for the same is as under: The Company has not charged interest on the loans granted by it at the rate prescribed under Section 186(7) of the Companies Act, 2013. Accordingly, the Company has not complied with the provisions of Section 186(7) of the Act. During the financial year 2025-2026, substantial repayments towards the principal amounts of such loans and advances were received from the respective parties. The Management has considered the accounting implications of the aforesaid transactions under the applicable provisions of Ind AS 109. Based on the information presently available and the fact that the substantial principal amounts have been fully repaid during the year, no further adjustment has been recognised in the financial statements in respect of such loans and advances. The Management will appropriately review and account for any consequential impact, if required, in accordance with the applicable provisions of Companies Act, 2013 law and Accounting Standards.

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, 2026 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 under section 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. 1) DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a mechanism in place for dealing with complaints pertaining to sexual harassment at workplace in line with the provisions of Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. The company has complied with the provisions relating to constitution of Internal complaints committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

No. of complaints received during the year	NIL
No. of complaints disposed off during the year	NIL
No. of complaints pending at the end of the year	NIL

2. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961.

During the year the company has extended the maternity benefit to all the women employees as per the maternity benefit act 1961.

3. GENDER-WISE COMPOSITION OF EMPLOYEES:

As at March 31, 2026, the workforce comprised employees of male gender, with no employees falling under the female or transgender categories as at the reporting date. This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

37. 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 to sincerely 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: 11 th August 2026