Eraaya Lifespaces Ltd Directors Report

To,

Dear Members,

Your Directors have pleasure in presenting the Fifty Ninth (59th) Annual Report of your Company Eraaya Lifespaces Limited (Formerly Justride Enterprises Limited) with the Audited Financial Statements along with Auditors Report for the Financial year ended 31st March 2025.

1. FINANCIAL PERFORMANCE

(Rs. in millions)

Particulars	Standalone		Consolidated
	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024*
Revenue from Operations	213.85	12.65	14805.21	12.65
Other Income	4.36	3.73	554.91	3.72
Total Revenue	218.20	16.39	15360.12	16.37
Expenses for the period	561.95	12.14	16171.90	12.14
Profit / (Loss) before tax from continuing operations	(343.75)	4.25	(1550.75)	4.23
Current Income Tax for the period	-	1.77	526.91	1.77
Deferred Tax	(85.10)	(0.91)	1042.55	(0.91)
Profit / (Loss) for the period	(258.65)	3.39	(3235.15)	3.37

* Please note that the financial figures for the year ended March 31,2024, have been presented on a standalone basis, as consolidated financial statements were not applicable during that period. The consolidated financial results are being reported for the first time for the financial year ended March 31,2025, following the acquisition of the Ebix Inc. and its group entities.

2. REVIEW OF OPERATIONS AND STATEMENT OF COMPANYS AFFAIRS:

During the year under review, the Company demonstrated significant top-line growth, reporting a consolidated revenue from operations of Rs14,805.21 million for the financial year ended March 31,2025. This robust performance reflects the Companys expanding operational footprint and enhanced market presence, driven in large part by the strategic acquisition of the Ebix Inc. and its group entities during the year. As a result of this acquisition, the Company has prepared and presented consolidated financial statements for the first time in FY 2024-25. Consequently, comparative consolidated figures for the previous year are not being provided, and any comparison with the prior period is limited to standalone performance.

Despite the significant increase in revenue, the Company incurred a consolidated net loss of Rs3,235.15 million, primarily attributable to increased operational and integration-related expenses, as well as other one-time exceptional costs associated with the acquisition and expansion strategy.

On a standalone basis, the Company recorded a revenue from operations of Rs213.85 million for the financial year ended March 31,2025, marking a significant increase from Rs12.65 million in the previous year. This strong year-on- year growth underscores the Companys positive business momentum and expanding footprint in markets.

Despite the encouraging increase in revenue, the Company reported a net loss of Rs258.65 million, as compared to a net profit of Rs3.39 million in the preceding year. The decline in profitability was primarily driven by higher input costs, expansion-related expenses, and other strategic investments undertaken to strengthen the Companys long-term positioning and operational capabilities.

Looking ahead, the management remains committed to executing targeted initiatives focused on enhancing operational efficiency, cost optimization, and sustainable profitability in the upcoming financial year.

3. DIVIDEND

To conserve the resources for the expansion of business in the long run, your directors have not recommended any dividend for the Financial Year 2024-25 and have decided to retain the profits.

4. TRANSFER TO GENERAL RESERVES

The Company has not transferred any sum to the General Reserves Account during the reporting period.

5. CHANGES IN THE NATURE OF BUSINESS

During the period under review i.e FY 2024-25, your company has not changed its nature of business.

6. CHANGE IN THE REGISTERED OFFICE ADDRESS OF THE COMPANY

During the period under review, the registered office of the Company was shifted to 3rd Floor, Vikas House, 3, Arihant Nagar, Rohtak Road, Punjabi Bagh West, Delhi - 110026, with effect from February 12, 2025, within the same local municipal limits of Delhi.

Subsequently, post closure of the financial year, the registered office was further relocated to 54 Janpath, New Delhi - 110001, which also falls within the local limits of the city.

7. CHANGE IN THE NAME OF THE COMPANY

During the financial year under review, there was no change in the name of the Company, as the name had already been changed from "Justride Enterprises Limited" to "Eraaya Lifespaces Limited" in the previous financial year.

Though during the year under review, the Company received formal notice from BSE Limited regarding the name change, and the updated name "Eraaya Lifespaces Limited" on the BSE platform and incorporated into their records and trading systems.

8. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 THE REPORT;

There has been no material changes/commitment affecting the financial position of the Company during the period from the end of the financial year 2024-25 to the date of this report.

9. ACQUISITION OF EBIX INC.

During the financial year, Eraaya Lifespaces Limited, leading a consortium of strategic investors, successfully acquired Ebix Inc., a U.S.-based multinational provider of on-demand software and e-commerce services to the insurance, financial, healthcare, and e-learning industries along with its global subsidiaries. The acquisition was concluded through a court-supervised auction process under Chapter 11 proceedings in the United States, with the Eraaya-led consortium emerging as the successful bidder. The transaction was concluded on August 30, 2024, for a mutually agreed purchase consideration.

Post-acquisition, Ebix Inc. emerged from bankruptcy as a debt-free entity and continues to operate as a U.S.- domiciled company under applicable U.S. laws, maintaining its business presence in over 75 countries. This strategic acquisition, led by Eraaya, is aligned with the Companys long-term objective of diversifying into global, technology-enabled platforms and significantly enhances its footprint in high-growth verticals including digital payments, Insurtech, and SaaS-based enterprise solutions.

About Ebix Group:

Ebix Inc. is a global leader in on-demand software and e-commerce services, catering to industries including insurance, financial services, healthcare, and e-learning. Its offerings span infrastructure exchanges, carrier and agency systems, risk compliance, and custom software development, driving digital transformation across global markets.

A pioneer in insurance and reinsurance exchanges, Ebix specializes in SaaS solutions for CRM, backend operations, and outsourced administration. Its distinctive "Phygital" model combines over 320,000 physical distribution outlets across ASEAN with advanced digital platforms to enable real-time financial transactions.

The flagship entity, EbixCash, provides services in money remittance, foreign exchange, travel, prepaid cards, lending, and wealth management, with a strong presence in 32 major international airports in India. Its travel arm- through brands like Via and Mercury-caters to over 500,000 agents and 18,000+ corporate clients worldwide.

Vikas Lifecare Limited Contribution towards the acquisition of Ebix Group

As you may be aware from the Companys periodic public disclosures, in connection with the acquisition of Ebix Inc., Eraaya Lifespaces Limited, as the consortium leader, entered into an agreement with Vikas Lifecare Limited ("VLL), a listed entity, under which VLL contributed USD 34.827 million towards the bid. The inter-se repayment terms were subsequently amended through an Addendum to the Agreement between your Company and VLL.

Although the acquisition was successfully completed on August 30, 2024, repayment to VLL was delayed solely due to the non-release of USD 40 million from the Companys FCCB issue proceeds by intermediaries-against whom necessary actions have already been initiated separately. Arbitration was thereafter invoked and concluded with an award, which the Company duly complied with by transferring equity shares in one of the Ebix Inc. subsidiaries to settle the matter with VLL; though reserving all its legal rights, your Company remains committed to protecting shareholder value, which remains intact and is expected to grow steadily in line with its long-term strategic vision behind the Ebix Inc. acquisition, further supported by various other business initiatives and expansion strategies currently underway across domestic and international markets to strengthen overall enterprise values.

10. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Based on the internal financial control and compliance framework established and maintained by the Company, and taking into consideration the work performed by the internal, statutory, and secretarial auditors, as well as the reviews undertaken by management and the Boards committees—including the Audit Committee—the Board is of the opinion that the Companys internal financial controls were adequate and operating effectively during the financial year 2024-25. Further information on the internal financial controls and their adequacy is provided in the Management Discussion and Analysis section of this Annual Report.

11. PUBLIC DEPOSITS

Our Company has not accepted any deposits during the year under review within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and any amendment thereof.

12. AUDITORS

a) STATUTORY AUDITOR

Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame there under M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No. : 003565N) has been appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of 56th Annual General Meeting held in 2022 till the conclusion of 61st Annual General Meeting of the Company to be held in 2027,

Auditors Report

The Auditors Report for financial year ended March 31,2025, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year under review. The Auditors report is enclosed with the financial statements in this Auditors Report.

b) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shubhangi Agarwal & Associates (M. No.: F12624 and CP No.: 19144), a peer reviewed Practicing Company Secretaries as Secretarial Auditor of the Company to undertake the secretarial audit of the Company for the Financial Year 2024- 25.

Further, it is proposed to appoint M/s Shubhangi Agarwal & Associates (M. No.: F12624 and CP No.: 19144) as the secretarial auditor of the Company for the period of Five (5) years, subject to the approval of shareholders in the ensuing AGM.

Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March 2025 in the format prescribed (Form MR-3) as provided by M/s Shubhangi Agarwal & Associates (M. No.: F12624 and CP No.: 19144) the Company Secretary in Practice has been annexed to the Report. (Annexure-I). The Companys response to the observations made in the Secretarial Audit Report is provided below:

1. Regulation 30(6) and Schedule III of SEBI (LODR) Regulations, 2015 read with SEBI Circular CIR/CFD/ CMD/4/2015 dated September 09, 2015.

Late submission of Board Meeting Outcome at two instances, 1 Minute delay on October 19, 2024, and 10 Minutes delay on October 23, 2024.

Explanation: The delay was purely inadvertent and occurred due to technical issues and unexpected internet connectivity problems at the time of filing, which caused a brief interruption and further contributed to the delay. Further, there was no mala fide intention or willful non-compliance on the part of the Company.

2. Sub-para 7B of Para A of Part A of Schedule III of SEBI (LODR) 2015.

Matter being sub judice and subject to confidentiality constraints, the resignation letters of the Independent Directors were withheld, pending appropriate directions sought by the Company.

Explanation: Due to confidentiality constraints, the resignation letters of the Independent Directors were not disclosed publicly and, therefore, were not submitted to the Stock Exchange. The Company acted in good faith while respecting the privacy and confidentiality.

Further, pursuant to the Regulation 24A of Listing Regulations, the Annual Secretarial Compliance Report for the financial year 2024-2025 has been submitted to the stock exchanges within 60 days of the end of the financial year.

c) INTERNAL AUDITOR

The Company has appointed M/s. M M NISSIM & Co. LLR Chartered Accountants (ICAI Registration No. 107122W/W100672), Practicing Chartered Accountants as an Internal Auditor of the Company for the F.Y. 2024-25 as per the requirements of the section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions of the Act.

For the year under review, the Internal Audit Report submitted by M/s. M M NISSIM & Co. LLR Practicing Chartered Accountants, was reviewed by the Audit Committee and duly noted by the Board.

d) COST AUDITORS

During the year under review, the Company was not required to appoint the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, as the cost audit was not applicable to the Company.

13. SHARE CAPITAL

a) Authorised Capital

The Authorized Share Capital of the Company as on March 31, 2025, was Rs. 75,00,00,000 divided into 75,00,00,000 Equity Shares of Re.1/- each.

b) Paid Up Capital

As on March 31, 2025, the Issued and Raid-up Share Capital of the Company stood at Rs. 19,06,94,160/- divided into 19,06,94,160 fully paid-up equity shares of face value of Re. 1/- per share.

During the year, the increase in paid-up share capital was driven by the following corporate actions:

i) Qualified Institutions Placement (QIP)

Pursuant to the members approval obtained in the Extra-ordinary General Meeting held on July 29, 2024, , stock exchanges and other statutory approvals, the Company allotted 32,61,200 equity shares at an issue price of Rs 762/- (including a premium of Rs752/-) per Equity Share on Qualified Institutions Placement (QIR) basis under the provisions of Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), and Sections 42 and 62 of the Companies Act, 2013.

ii) Issuance of Foreign Currency Convertible Warrants (FCCBs)

On August 23, 2024, and October 3, 2024, the Company issued 9.50% Senior Secured Foreign Currency Convertible Bonds (FCCBs) due 2031—USD 60 million as original subscription and USD 60 million as oversubscription-aggregating USD 120 million respectively, convertible into fully paid-up equity shares of Rs10 each at a conversion price of Rs801, in accordance with applicable laws and agreements.

Further, following FCCBs have been converted into equity shares through notice of conversion as follows.

Sr. No.	Date Of Conversion	No. of FCCB Converted	Shares allotted
1	05.10.2024	500	5,24,090
2	10.10.2024	500	5,24,090
3	19.10.2024	4,000	41,92,750
4	10.12.2024	200	2,09,630

Till date 5200 FCCBs have been converted into 54,50,560 equity shares

Rending FCCB Proceeds and Legal Action:

• Further it is pertinent to note that, regarding the Companys USD 120 million FCCB issuance pursuant to the Offering Circular dated August 23, 2024, an amount of USD 40 million remains withheld by certain intermediaries, which were appointed by the Company to advise and assist in the fundraising process. Despite numerous attempt the said proceeds have not been released, compelling the Company to initiate legal proceedings before the High Court of Justice, England and Wales. By its judgment dated June 18, 2025, the Court observed that a serious issue exists to be tried, though interim relief was not granted at this stage—an outcome that in no way reflects upon the ultimate merits of the case.

The matter remains sub judice, and the Company continues to actively pursue all available legal remedies with full confidence in the strength of its position and a firm commitment to safeguarding shareholder value, including renegotiation of the terms and conditions thereof, cancellation and rescission of the FCCBs issuance, and repayment of bond monies, without prejudice to Eraayas rights and subject to compliance with applicable statutory and regulatory requirements, as the circumstances surrounding the FCCBs issuance impeach the very foundation of the original understanding, amid legal impossibility, fiduciary breach, frustration, and foundational misrepresentations, while keeping members duly informed of all significant and material developments as the proceedings evolve.

• Members may further note that, pursuant to the Order dated February 13, 2025, passed by the Honble National Company Law Tribunal (NCLT), New Delhi Bench, on an application filed by certain public shareholders, the Company has been directed to maintain status quo in respect of all matters arising from the Offering Circular dated August 23, 2024, until further orders.

iii) Preferential issue as per Chapter V of SEBI (ICDR), Regulations, 2018:

The Fund Rasing Committee in its duly convened meeting held on January 18, 2025, approved the allotment of 2,70,00,000 (Two Crore Seventy lakhs) fully Convertible Warrants (Warrants) to persons belonging to Promoter Group on preferential basis at an issue price of Rs. 81/- per Warrant/Equity Share of Re. 1/- each (including a premium of Rs. 80/- per Equity Shares) on the receipt of 25% upfront money.

Further, the Company has also realized the balance 75% allotment monies from respective allottee as per the following:

Date of Conversion	No. of Warrants Converted	Outstanding Warrants
04.02.2025	14,00,000	2,56,00,000

Split/sub-division:

With a view to improve the liquidity of Companys Share and to make it more affordable for small investors and also to broaden the base of small investors, the shareholders accorded their approval through postal ballot concluded on November 19, 2024, for approving the sub-division of companys each Equity Share having a face value of Rs. 10/- each into 10 (Ten) Equity shares of the company having face value of Re. 1/- each and consequent alteration of Capital clause of the Memorandum of Association of the company. Further, the company had fixed December 6, 2024, as Record Date for determining the eligibility of Shareholders for the above said purpose.

Further, all shares allotted prior to this date were adjusted proportionately in number and issue price to reflect the revised face value.

c) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights, so no disclosure is required as per Rule 4 of the Companies (Share Capital and Debentures) Rules 2014.

d) Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

e) Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014.

f) Provision of money by company for purchase of its own share by employees or by trustee for the benefit of employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of employees, so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.

14. EXTRACT OF THE ANNUAL RETURN

The Ministry of Corporate Affairs vide Notification dated 05.03.2021 (effective from same date) has Made Amendment in Rule 12 of Companies (Management and Administration), Rules, 2014, Omitting Requirement of Attaching MGT 9 Extract of Annual Report in the Board Report, Hence the Form MGT-9 doesnt form part of this Board Report.

However, the copy of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 in Form MGT-7 is available on the website of the Company at www. eraayalife.com.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO

The details of conservation of energy, technology absorption, foreign exchange earnings and out go are as follows:

(A) Conservation of energy: N.A.

(i) the steps taken or impact on conservation of energy;

(ii) the steps taken by the Company for utilizing alternate sources of energy;

(iii) the capital investment on energy conservation equipments;

(B) Technology absorption: N.A.

(i) the efforts made towards technology absorption;

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and the expenditure incurred on Research and Development.

(C) Foreign exchange earnings and Outgo:

The Company had no foreign exchange earnings and outgo during the financial year.

16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top one thousand (1000) listed entities based on market capitalization (as on December 31 of the preceding financial year) are required to include a Business Responsibility and Sustainability Report (BRSR) as part of their Annual Report.

The Company has recently been ranked among the top 1000 listed companies based on market capitalization as on December 31, 2024. Accordingly, the provisions relating to Business Responsibility and Sustainability Reporting have become applicable to the Company from the Financial Year 2024-25.

The Business Responsibility and Sustainability Report for the Financial Year 2024-25 is available on the Companys website at www.eraayalife.com and have been made part of the Annual report and enclosed as Annexure II.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the Regulation 34 (2)(e) of SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report (MDAR) is set out in the Annual Report as Annexure III.

18. POLICIES

Company has the following policies:

• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Above Policies along with the other policies which are applicable are uploaded on the website of the Company at www.eraayalife.com

19. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE;

During the financial year 2024-25, following the acquisition of Ebix Inc. and its global subsidiaries, the Company has faced certain challenges from select quarters, many driven by undisclosed interests rather than objective concerns. While such matters have surfaced through formal channels, including queries under the guise of independent directors and unverifiable investor complaints, the Company remains resolute in addressing them through appropriate legal and regulatory forums. These developments do not weaken the Companys core strength or governance framework. Management remains fully committed to integrity, transparency, and is confident in navigating these challenges effectively.

To reinforce this commitment, the Company has appointed Honble Justice (Retd.) Dr. Satish Chandra, Allahabad High Court, as Independent Ombudsman, tasked with impartially addressing any concerns related to the Companys operations, leadership, and governance. This appointment underscores Eraayas dedication to ethical practices and continuous enhancement of its governance.

The Company remains focused on delivering sustainable, long-term value to all stakeholders, aligned with its strategic vision and fiduciary duties. Furthermore, all significant and material orders, litigation updates, and regulatory actions concerning the Company are disclosed from time to time through public disclosures, which are available on the Companys website www.eraaya.com as well as on the websites of the stock exchange where the Company is listed.

20. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of Section135 of the Companies Act, 2013, every company having a Net Worth of Rupees Five Hundred Crore (Rs. 500 Crore) or more; or Turnover of Rupees One Thousand Crore (Rs. 1000 Crore) or more; or Net Profit is Rupees Five Crore (Rs. 5 Crore) or more during the immediately preceding financial year, is required to constitute a Corporate Social Responsibility Committee ("CSR Committee") of the Board. But this provision is not applicable to your company; as during the immediately preceding financial year, company has not reached any of the threshold limit.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013 along with the provisions of SEBI (LODR) Regulations 2015. The Company has a judicious mix of Executive and Independent Directors to ensure proper governance and management. As on March 31,2025, the Board comprised of 10 (Ten) Directors - 5 (five) Executive Directors, 1 (One) Non- executive and 4 (four) Independent Directors. The details of the Board of Directors are mentioned in the Corporate Governance Report.

During the year under review following changes in Directors and KMPs of the Company took place

APPOINTMENT OF DIRECTORS:

a) Mr. Robin Raina (DIN: 00475045) as Chairman and Director w.e.f. 29.06.2024

b) Dr. Vikas Garg (DIN:00255413) as Vice-Chairman and Director w.e.f. 29.6.2024.

c) Ms. Bhawna Sharma (DIN: 10288658) as Whole-time Director w.e.f. 29.06.2024.

d) Mr. Devender Kumar Garg (DIN: 02316543) as a Non-Executive, Independent Director w.e.f. 29.06.2024.

e) Mr. Ravi Kumar Gupta (DIN: 01018072) as a Non-Executive, Independent Director w.e.f. 29.06.2024.

f) Dr. Thomas Mathew (DIN: 05203948) as Non-Executive, Independent Director w.e.f. 27.09.2024

g) Mr. Himanshu Mody (DIN: 00686830) as Non-Executive, Independent Director w.e.f. 27.09.2024,

h) Mr. Karan Bagga (DIN: 05357861) as Non- Independent Director w.e.f. 27.09.2024.

i) Mr. Arun Batra (DIN: 06500891) as Executive Director-Operations w.e.f. 19.10.2024.

k) Mr. Vivek Dave (DIN: 02665585) as Non-Executive, Independent Director w.e.f. 19.10.2024

l) Mr. Deepak Singhal (DIN: 08375146) as Non-Executive, Independent Director w.e.f. 19.10.2024.

m) Mrs. Ila Gupta (DIN: 06410275) as Non-Executive, Independent Director w.e.f. 24.01.2025.

n) Mr. Ashish Jaitly (DIN: 10942708) as Non-Executive, Non-Independent, w.e.f. 12.02.2025.

RESIGNATION OF DIRECTORS:

a) Ms. Sukriti Garg (DIN: 09585946) as Managing Director w.e.f. 29.06.2024.

b) Ms. Bhawana Gupta (DIN: 10101543) as Whole-time Director and CEO w.e.f. 29.06.2024.

c) Ms. Meenakshi (DIN: 10281806), as Whole-time Director of the Company w.e.f. 29.06.2024,

d) Ms. Sony Kumari (DIN: 09270483) as Independent Director w.e.f. 29.06.2024.

e) Ms. Poonam Dhingra (DIN: 09524982) as Independent Director w.e.f. 29.06.2024

f) Ms. Swati Gupta (DIN: 09652245) as Independent Director w.e.f. 30.09.2024

REMOVAL/RESIGNATION OF DIRECTOR PURSUANT TO SPECIAL NOTICE RECEIVED FROM PUBLIC SHAREHOLDERS

a) Robin Raina

The Board in its meeting held on September 27, 2025, suspended Mr. Robin Raina as Chairman cum Director of Eraaya, Director and CEO of Ebix, Inc. its all-global subsidiaries regarding certain financial irregularities committed by Mr. Raina pertaining to operations of Ebix, Inc. and all its global subsidiaries.

Subsequently, on October 23, 2025, the Company received a special notice from its shareholders under Section 169 read with Section 115 of the Companies Act, 2013, proposing the removal of Mr. Raina from the office of Director of the Company.

Following due process, Mr. Raina was formally removed from the position of Director by the shareholders through a resolution passed at the Extraordinary General Meeting (EGM) held on October 19, 2024.

Members of the Company would have noted, from the various disclosures made by the Company in accordance with applicable laws and regulatory requirements over the past year, that following the Boards initiation of governance-level inquiries and the resulting leadership changes, including the cessation of all executive roles held by Mr. Robin Raina within the Company and its global subsidiaries under Ebix Inc., as well as his removal as Director by the shareholders, Mr. Raina initiated and pursued a series of legal and regulatory proceedings, seemingly with mala fide intent, against the Company and its office bearers. These proceedings have been thoroughly scrutinised by judicial authorities, including the Honble Delhi High Court, the Honble Supreme Court of India, and other competent courts, all of which have found no substantive merit in the claims, thereby reaffirming the propriety of the Boards decisions and the robustness of Eraayas governance framework.

b) Vivek Dave and Himanshu Mody

During the year, a Special Notice was received seeking the removal of Mr. Vivek Dave and Mr. Himanshu Mody for alleged breaches of confidentiality and attempts to destabilize the Company, actions viewed as detrimental to the Companys integrity and in violation of established protocols; however, both individuals chose to resign voluntarily, and in the best interest of the Company and its stakeholders, their resignations were accepted and the removal process was consequently discontinued. The said resignations were effective from January 31,2025.

APPOINTMENT OF KMPs

1. Ms. Shweta Singh as Chief Operating Officer (COO) w.e.f. June 18, 2024

2. Mr. Chaganti Samba Murty as Chief Financial Officer (CFO) w.e.f September 04, 2024 RESIGNATION/CESSATION OF KMPs

1. Ms. Shweta Singh as Chief Operating Officer (COO) w.e.f. September 04, 2024

2. Ms. Meenakshi Sharma as Chief Financial Officer (CFO) w.e.f. September 04, 2024

22. DECLARATION BY THE INDEPENDENT DIRECTORS

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (IICA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to

undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test. In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management. There has been no change in the circumstances which may affect their status as Independent Director during the f inancial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

23. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment there by safeguarding the interest of the Company.

The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The board also carried out an annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as stakeholder relationship committee. The Directors expressed their satisfaction with the evaluation process.

24. NUMBER OF MEETINGS OF THE BOARD

During the year, twelve (12) Board Meetings were convened by the Board of Directors as on 11.04.2024,18.06.2024,

29.06.2024, 09.07.2024, 13.08.2024, 22.08.2024, 04.09.2024, 27.09.2024, 19.10.2024. 23.10.2024, 31.01.2025 and

12.02.2025. The intervening gap between the Meetings was within the period as prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Adequate Quorum was present in all the meetings as required by law.

The details of Board and Committee meetings held during the year under review, are given in the Corporate Governance Report, forming part of this Annual Report. The gap between these meetings was within the prescribed period under the Act and the SEBI Listing Regulations.

25. COMMITTEES AND THEIR MEETINGS Audit Committee

The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details pertaining to the composition of the Audit Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Audit Committee during the year under review

Nomination and Remuneration Committee

The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committees scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation etc.

The details pertaining to the composition of the Nomination and Remuneration Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Nomination and Remuneration Committee during the year under review.

Stakeholders Relationship Committee

The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend / notices / annual reports, etc.

The details pertaining to the composition of the Stakeholder Relationship Committee is given in the Corporate Governance Report, forming part of the Annual Report. The Board has accepted all recommendations of the Stakeholder Relationship Committee during the year under review.

Risk Management Committee

As our company been ranked among the top 1000 listed companies based on market capitalization as on December 31, 2024. Accordingly, the provisions relating to the Risk Management Committee became applicable to the Company for the first time during the financial year under review. Accordingly, the Board of Directors constituted the Risk Management Committee to oversee and monitor the Companys risk management framework, policies, and practices in compliance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Committee is entrusted with identifying key business risks, evaluating their potential impact, and ensuring that appropriate mitigation strategies are implemented in line with the Companys overall risk management framework.

Further details regarding the composition and functioning of the Risk Management Committee are provided in the Corporate Governance Report, forming part of this Annual Report.

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a robust Vigil Mechanism and Whistleblower Policy applicable to its directors, employees, and other stakeholders. This framework reflects the Companys commitment to maintaining the highest standards of integrity, transparency, ethical conduct, and accountability across all levels of its operations.

The Company fosters a work environment that promotes honesty and ethical behavior, and it actively encourages its employees and directors to uphold these values in their day-to-day activities. Under this policy, directors, employees, and team members are empowered to raise concerns regarding unethical behavior, actual or suspected fraud, or any other matters of genuine concern, without fear of retaliation.

The Audit Committee of the Board is entrusted with the oversight of the Vigil Mechanism and is responsible for reviewing its effectiveness. The Committee periodically evaluates the implementation and performance of the mechanism to ensure it remains efficient and responsive.

27. DETAILS OF SUBSIDIARY / JOINT VENTURE / ASSOCIATE COMPANIES

The company has incorporated a wholly owned subsidiary in Dubai in the name of "ERAAYA LIFESTYLE VACATION HOMES L.L.C" as on July 13, 2024, with the authorized capital of AED 10,00,000 divided into 1000 shares of AED 1000 each having License No. 1339685. The company shall carry out business in the field of Vacation Homes Rental. As on date the Wholly Owned Subsidiary has not started its activities.

Following the successful completion of the acquisition of EBIX Inc., a company incorporated under the laws of the United States of America, through a Chapter 11 Plan of Reorganization ("Plan") in accordance with the U.S. Bankruptcy Code, Eraaya Lifespaces Limited has become the parent company of EBIX Inc. and its global subsidiaries. These subsidiaries operate across multiple continents, marking a significant expansion of Eraayas international footprint.

In accordance with the provisions of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, the requirement to furnish a statement (i.e., AOC-1) containing the salient features of the financial statements of the Companys subsidiaries, joint ventures, and associate companies is enclosed as Annexure IV.

It is also pertinent to note that the finalization of the Consolidated Audited Financial Results for the financial year ended March 31,2025, were delayed due to finalization of certain complex financial consolidation processes. These processes were being conducted to ensure compliance with regulatory requirements across multiple jurisdictions involving Ebix Inc. and its 55 global subsidiaries operating across various continents.

28. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statement and same is provided in this Annual Report.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions during the year under review were on arms length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on quarterly basis. The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub

section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2 which is annexed to this Report. The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.eraayalife.com. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

30. CORPORATE GOVERNANCE CERTIFICATE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Report on Corporate Governance as stipulated under Regulation. 27 of the SEBI Listing Regulations forms part of this report as "Annexure V". The Company is in full compliance with the requirements and disclosures made in this regard. The requisite certificate from M/s. Shubhangi Agarwal & Associates, Company Secretaries in Practice, confirming compliance of the Corporate Governance requirements is annexed to the Corporate Governance Report, forming part of this Directors Report.

31. HUMAN RESOURCES

The Company continues to maintain a positive and collaborative relationship with its officers and employees. Management places strong emphasis on fostering a work environment built on mutual respect, transparency, and open communication. This healthy engagement has contributed to a productive workplace culture and has supported the Companys overall performance and growth objectives.

The Company remains committed to investing in employee development, well-being, and engagement, recognizing that its human capital is a key driver of long-term value creation.

32. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been annexed to this report as Annexure VI. None of the employees of the Company are being pai remuneration exceeding the prescribed limit under the said provisions and rules. Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report. However, in terms of provisions of section 136 of the said Act, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at E-mail: - cs@eraayalife.com.

33. SEXUAL HARASSMENT

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints.

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review, the details are as follows:

# The number of sexual harassment complaints received during the year: Nil

# The number of such complaints disposed of during the year: Nil

# The number of cases pending for a period exceeding ninety days: Nil

34. STATEMENT ON MATERNITY BENEFIT COMPLIANCE

Pursuant to the requirements introduced under the Companies (Accounts) Second Amendment Rules, 2025, the Company hereby confirms that it is in compliance with the applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company ensures that all eligible women employees are provided with the statutory maternity benefits, including leave entitlements, job protection, and other prescribed facilities, in accordance with the Act. Internal processes and policies have been aligned to support maternity rights, promote workplace inclusivity, and ensure adherence to all legal obligations under the Act.

35. RISK MANAGEMENT POLICY

The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the financial year under review, your directors have an adequate risk management infrastructure in place capable of addressing those risks. The company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behavior together form a complete and effective Risk Management System (RMS).

36. PREVENTION OF INSIDER TRADING

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the trading window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

37. SECRETARIAL STANDARDS

Your Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI), to the extent applicable. The Company remains committed to adhering to the highest standards of corporate governance and will ensure compliance with any additional Secretarial Standards issued by ICSI as and when they become mandatory.

38. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members of the Board, Key Managerial Personnel, Senior Management of the Company and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Companys website www.eraayalife.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. (Annexure VII).

39. ANNUAL LISTING FEES

The Company is listed on Bombay Stock Exchange (BSE), the Scrip Code of the Co. is 531035. The Company has paid the Annual Listing fee for the Financial Year 2024-25 to BSE Limited.

40. EXECUTIVE DIRECTOR / CFO CERTIFICATE

As required by the Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate from Executive Director (Whole-time Director) / CFO had been obtained in accordance with Part B of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which forms a part of this report as Annexure-VIII.

41. DEMATERIALIZATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities and Exchange Board of India (SEBI) directives, the transactions of the Companys shares must be compulsorily in dematerialized form. Your Company had entered into agreements with National Securities Depository Ltd. and Central Depository Services (India) Ltd. to facilitate holding and trading of shares in electronic form. Shareholders holding shares in physical form are requested to convert their holding into dematerialized form. Shareholders may utilize the nomination facility available by sending duly filled form prescribed to our Registrar and Share Transfer Agent, M/s. Skyline Financial Services Private Ltd. Your Companys equity shares are listed with Bombay Stock Exchange Ltd. (BSE).

42. SHARE TRANSFER SYSTEM

The Stakeholders Relationship Committee has authorized the Company Secretary of the Company to approve the transfer of shares within a period of 15 days from the date of receipt in case the documents are completed in all respects. Shares under objection are returned within two weeks. All request for dematerialization of shares is processed, if found in order and confirmation is given to the respective depositories, that is National Securities Depositaries Ltd (NSDL) and Central Depositories Services Ltd. (CDSL) within 15 days.

43. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors of the company informed the members that:

A. In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

B. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

D. The directors had prepared the annual accounts on a going concern basis; and

E. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (INDAS)

The financial statements have been prepared in accordance with the Indian Accounting Standards (IndAS) specified under section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

45. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE FINANCIAL YEAR:

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year 2024-25.

46. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:

Not applicable during the financial year.

47. CAUTIONARY NOTE

The statements forming part of the Boards Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.

48. ACKNOWLEDGEMENT

The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company.

For and on behalf of the Board ERAAYA LIFESPACES LIMITED Formerly Justride Enterprises Limited

	Sd/-	Sd/-
	Ashish Jaitly	Bhawna Sharma
Date: September 08, 2025	Director	Whole Time Director
Place : New Delhi	DIN: 10942708	DIN: 10288658