Everlon Financials Ltd Directors Report

To, The Members,

The Board of Directors present their 35^th Annual report together with Audited Financial Statements for the year ended 31^st March, 2024.

1. OPERATIONS AND FINANCIAL RESULTS

Particulars	Year Ended 31/03/2024	Year Ended 31/03/2023
	(Rs. in Lakhs)	(Rs. in Lakhs)
Revenue from Operations	1010.99	514.78
Other Income	12.34	14.20
Total Income	1023.33	528.98
Less :- Expenses:-
a) Cost of materials Consumed	-	-
b) Purchase of stock-in-trade	1017.47	660.57
c) Changes in Inventoried of finished goods, work-in progress and stock-in-trade	(983.19)	(418.04)
d) Employees benefits expense	17.37	15.99
e) Finance Cost	1.89	0.47
f) Depreciation & amortization expenses	7.93	6.95
g) Other Expenses	55.16	53.39
Profit /(Loss) before Tax & Exceptional items	906.71	209.65
Add : Exceptional items	-	-
Less : Provision for Tax	106.25	75.47
Add/ (Less) : Deferred Tax	(0.12)	0.65
Profit /(Loss) after tax	800.35	134.83

2. SIGNIFICANT DEVELOPMENT

Your company had received Certificate of Registration (COR) as Non-Banking Financial Company (NBFC) without accepting public deposits from Reserve Bank of India ("RBI") on 19" December, 2022. Accordingly, the Company has commenced the Investment Activities & funding of solar power plants.

3. DIVIDEND

The Board considers it prudent to conserve resources and therefore has not recommended any dividend for the year.

4. CHANGE IN NATURE OF BUSINESS

The company has commenced Non-Banking Financial business and received Certificate of Registration (COR) as Non-Banking Financial Company (NBFC)- Micro Finance Institution without accepting public deposits from Reserve Bank of India ("RBI") on 19" December, 2022.

5. COMPLIANCE WITH NBFC REGULATIONS

Your Company has complied and continues to comply with all the regulatory requirements applicable to Non- Banking

Financial Institutions as per Reserve Bank of Indias guidelines.

6. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY:

To the best of our knowledge and belief, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of FY 2023- 24 and the date of this report.

7. SIGNIFICANT AND MATERIAL ORDERS:

To the best of our knowledge and belief, no significant and material orders were passed by regulators or courts or tribunals during FY 2023-24 impacting the Companys going concern status and operations in future.

8. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES

Your Company does not have any subsidiary / Joint Venture / Associate Companies, at present.

9. DEPOSITS

During the period under review, the company has not received or accepted any deposit from Public and retained its non- acceptance of Public deposit NBFC status. The financials does not contain any figures that comes under the classification of deposits as specified under clause V of the Companies Act, 2013.

The Company is registered as NBFC- ND (MFI) and does not accept any deposit. Hence, no deposit was accepted from the public during the period ended on 31^st March, 2024.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details required are given in the notes to the financial statements.

11. SHARE CAPITAL

During the year under review, the Authorized Share Capital of the Company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores) consisting of 2,50,00,000 (Two Crore Fifty Lacs) Equity Shares of Rs.10/- (Rupees Ten) each.

The Paid up Share Capital is Rs. 6,20,00,000/- (Rupees Six Crore Twenty Lakhs) consisting of 62,00,000 (Sixty Two lakhs) Equity Shares of Rs.10/- (Rupees Ten) each.

During the year, the Board has approved allotment of 5,77,760 Equity Shares of Face Value of Rs. 10/- each at a Premium of Rs. 15/- to the Promoter/ Promoters Group on a Preferential issue in a cash consideration basis and filed necessary e forms and application with MCA & Stock exchange.

12. MEETINGS OF THE BOARD OF DIRECTORS

The Notice and Agenda of the Meetings were circulated well in advance to the respective Directors. During the year under review, 05 (Five) Board Meetings were convened and held. The intervening gap between the meetings was within the time period prescribed under the Companies Act, 2013. The dates on which the Board Meetings were held are mentioned below:

Date of Meeting

1) 29/05/2023

2) 27/07/2023

3) 02/09/2023

4) 04/11/2023

5) 05/02/2024

13. MEETINGS OF THE COMMITTEES

? Audit Committee Meetings

The Notice and Agenda of the Audit Committee Meetings were circulated well in advance to the respective Members. During the year under review, 04 (Four) Audit Committee Meetings were convened and held. The dates on which the Audit Committee Meetings were held are mentioned below:

Date of Meeting

1) 29/05/2023

2) 27/07/2023

3) 04/11/2023

4) 05/02/2024

? Nomination and Remuneration Committee Meetings

The Notice and Agenda of the Nomination and Remuneration Committee Meetings were circulated well in advance to the respective Members. During the year under review, 02 (Two) Nomination and Remuneration Committee Meetings were convened and held. The dates on which the Nomination and Remuneration Committee Meetings were held are mentioned below:

Date of Meeting

1) 29/05/2023

2) 05/02/2024

? Stakeholder Relationship Committee Meetings

The Notice and Agenda of the Stakeholder Relationship Committee Meetings were circulated well in advance to the respective Members. During the year under review, 04 (Four) Stakeholder Relationship Committee Meetings were convened and held. The dates on which the Stakeholder Relationship Committee Meetings were held are mentioned below:

Date of Meeting

1) 29/05/2023

2) 27/07/2023

3) 04/11/2023

4) 05/02/2024

14. ANNUAL RETURN

The Annual Return as provided under Section 92 of the Act is available on the website of the Company at http://www.everlon.in.

15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Act, are provided in Annexure A to this report.

16. DIRECTORS & KEY MANAGERIAL PERSONNEL

A) Retirement by rotation

Mrs. Varsha Jitendra Vakharia (DIN: 00052361), is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, seeks reappointment pursuant to Section 152 of the Companies Act, 2013.

Name of Director and Key Managerial Personnel	Category and Designation
1. Mr. Jitendra K. Vakharia	Promoter and Managing Director
2. Mrs. Varsha J. Vakharia	Promoter and Non Executive Director
3. Mr. Nitin I. Parekh	Non-Executive Independent Director
4 Mr. Kiron Basty Shenoy	Non-Executive Independent Director
5. Mr. Neeraj Sharma	Non-Executive Non Independent Director
6. Mr. Vivek M.Mane	Chief Financial Officer
7. *Mr. Kiran A.Sawant (Ceased on 11.01.2024)	Company Secretary & Compliance Officer
8. *Ms. Pooja N. Sanghavi (Appointed on 05.02.2024)	Company Secretary & Compliance Officer

During the year, there has been no change in the constitution of Board of Directors of the Company, however Mrs. Jayshree Bharatkumar Shah (DIN: 07393868) was appointed as an Additional Non Executive & Non Independent Director of the Company w.e.from 16^th July, 2024.

Mr. Kiran A. Sawant, Company Secretary & Compliance Officer of the Company has resigned w.e.from 11^th January, 2024 and Ms. Pooja N Sanghavi appointed as Company Secretary & Compliance Officer of the Company w.e.from 05^th February, 2024.

17. BOARD EVALUATION

The Company has devised a policy for performance evaluation of its individual directors, the Board and the Committees constituted by it, which includes criteria for performance evaluation.

The Board has carried out an annual evaluation of its own performance, working of its Committees and the Directors individually in line with the requirements of the Act and Listing Regulations.

The Directors were provided with structured questionnaire to record their views. The reports generated out of the evaluation process were placed before the Board at its meeting and noted by the Directors. The evaluation process was attentive on various aspects of the functioning of the Board and its Committees, such as experience and competencies, performance of specific duties and obligations of the Board & its Committees, and governance issues etc. The Board also carried out the evaluation of the performance of Individual Directors based on criteria such as Leadership initiative, Initiative in terms of new ideas and planning for the Company, Timely inputs on the minutes of the meetings of the Board and Committee etc. The same is found to be satisfactory.

18. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and provisions of Securities and Exchange Board of

India (Listing Obligations and disclosure requirements) Regulations, 2015 ("Listing Regulations")and based on the declarations received from the Independent directors, the Board of directors are of the opinion that the directors have the requisite integrity, expertise and experience including the proficiency to be the independent directors of the Company. The Board is of the opinion that the Independent Directors of the Company holds highest standards of integrity, expertise and experience (including the proficiency) required to fulfil their duties as Independent Directors.

19. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board of Directors have evaluated the Independent Directors appointed during the year 2023-24 and opined that the integrity, expertise, and experience (including proficiency) of the Independent Directors is satisfactory.

20. VIGIL MECHANISM

The Company has established vigil mechanism for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The vigil mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal and exceptional cases, there is direct access to approach Mr. Kiron Basty Shenoy, Chairperson of the Audit Committee.

21. STATUTORY AUDITORS

The Auditors M/s. B. L. Dasharda and Associates, Chartered Accountants (Firm Registration No. 112615W), retire at the conclusion of the ensuing Annual General Meeting. The Board of Directors in their meeting held on 12^th August, 2024 has proposed the re-appointment of M/s. B. L. Dasharda and Associates, Chartered Accountants (Firm Registration No. 112615W), as auditors of the company for a period of Two years from the conclusion of this annual general meeting till the conclusion of 37th annual general meeting.

The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors of the Company have not reported any fraud as specified under second proviso of Section 143 (12) of the Companies Act, 2013.

22. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT

The Board has appointed M/s. Sindhu Nair & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24, as required u/s. 204 of the Companies Act, 2013 and the rules framed thereunder. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith marked as Annexure B to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

23. INTERNAL AUDITORS

The company has appointed M/s. R. Thakkar and Co., Chartered Accountants, Mumbai, as Internal Auditors for financial year 2024-25.

24. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act 2013 are not applicable for the business activities carried out by the Company.

25. DETAIL OF FRAUD AS PER AUDITORS REPORT

There was no fraud reported during the year ended 31st March, 2024. This is also being supported by the report of the auditors of the Company. There are no adverse observations/ qualifications in the Statutory Auditors report

26. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that:-

a) in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards, have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state affairs of the Company as at 31^st March, 2024 and of the profit of the company for the year ended on that date.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

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

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

27. DETAILS OF COMMITTEES OF THE BOARD

The Board has constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship

Committee. The Composition of aforesaid committees and compliances, as per the applicable provisions of the Companies Act, 2013 and the Rules made under and Listing / Regulations are as follows:

A. Audit Committee:

The Audit Committee functions according to requirement of Section 177 of the Companies Act, 2013 that defines its composition, authority, responsibility and reporting functions as applicable to the Company and is reviewed from time to time. All recommendations made by the Audit Committee were accepted by the Board.

	Name of Committee Members	Status	Category
Audit Committee	Mr. Kiron B, Shenoy	Chairman	Non-Executive/Independent
	Mr. Nitin I. Parekh	Member	Non-Executive/Independent
	Mr. Jitendra K. Vakharia	Member	Executive

B. Nomination and remuneration committee:

The Board of Directors of every Listed Company is required to have Nomination and Remuneration Committee. The Committee is constituted to identify persons who are qualified to become Directors and who may be appointed in Senior Management and to formulate the criteria for determining qualifications, positive attributes recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees and to carry out evaluation of every Directors performance and to lay the matters as enumerated under the Companies Act, 2013.

The Board has constituted Nomination and Remuneration Committee under Section 178 of the Companies Act, 2013.

	Name of Committee Members	Status	Category
Nomination and Remuneration Committee	Mr. Kiron B, Shenoy	Chairman	Non-Executive/Independent
	Mr. Nitin I. Parekh	Member	Non-Executive/Independent
	Mr. Jitendra K. Vakharia	Member	Executive
	Mrs. Varsha J. Vakharia	Member	Executive

Criteria for Determining Qualifications, Positive Attributes, Independence and Other Matters Concerning a Director:

In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) of Companies Act, 2013, the Nomination and Remuneration Committee, while appointing a Director, takes into account the following criteria for determining qualifications, positive attributes and independence:

Qualification: Diversity of thought, experience, industry knowledge, skills and age.

Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behaviour, good communication and leadership skills and take impartial judgment.

Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Companies Act, 2013, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, 2015.

C. Stakeholders Relationship Committee:

The Stakeholder Relationship Committee was constituted to ensure that all commitment to shareholders and investors are met and thus strengthen their relationship with the Company.

	Name of Committee Members	Status	Category
Stakeholder Relationship Committee	Mrs. Varsha J. Vakharia	Chairman	Executive
	Mr. Jitendra K. Vakharia	Member	Executive

28. RISK MANAGEMENT PLAN

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing business. There are no risks which threaten the existence of the company.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company, being a responsible organization, recognizes its social responsibility to contribute towards the activities for the benefit and development of the Society. Although, the CSR Act is not applicable on the Company as per the provisions of the Act.

30. CORPORATE GOVERNANCE REPORT

Provisions relating to Corporate Governance Report under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to as the paid-up share capital and net worth is below the limits mentioned in regulation 15 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hence the same has not been annexed to the Boards Report.

Our Company has always adhered itself towards best governance practices. The Company has maintained high level of integrity and transparency towards compliance of all laws, regulations, rules and guidelines whether provided by any enactment or issued by SEBI.

31. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report. Annexure C.

32. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIESACT, 2013

All the related party transactions are entered on arms length basis and in ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and listing regulation. Form AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, giving details of contract or arrangement is attached herewith as Annexure D. All related party transactions are presented to the Audit Committee and the Board, if required for approval.

33. INTERNAL FINANCIAL CONTROL

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its business operations. To maintain its objectivity and independence, the Internal Auditor reports to the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of the Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

34. PARTICULARS OF EMPLOYEES AND DIRECTORS REMUNERATION

Remuneration policy for Directors, Key Managerial Persons and other employees is attached herewith as Annexure E.

Particulars of Directors Remuneration as required u/s. 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are attached herewith as Annexure F.

35. CODE OF CONDUCT

The Company has obtained declaration from Managing Director under Para D of Schedule V of Listing Regulations 2015 in respect of compliance of Code of conduct during the year under review.

36. FAMILIARISATION PROGRAMME FOR DIRECTORS

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors provide an overview of the operations and familiarise the new Independent and Non-Executive

Directors on matters related to the Companys values and commitments. They are also introduced to the organisation structure, constitution of various committees, board procedures, risk management strategies etc The policy on Companys familiarization program for Independent Directors is posted on Companys website at www.everlon.in

37. REPORT ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always provided a congenial atmosphere to all employees that is free from discrimination and harassment including sexual harassment. It has provided equal opportunities to employees without regard to their race, gender, sex, etc. The Company has also framed a policy on the Prevention of Sexual Harassment at the Work Place and constituted an Internal Committee to redress any complaints of sexual harassment by employees or other persons working for the Company.

There were no cases of sexual harassment reported during the year under review under the said policy.

38. EQUITY SHARES IN UNCLAIMED SUSPENSE ACCOUNT UNDER REGULATION 39 AND SCHEULDE VI OF LISTING REGULATIONS;

Details of Equity shares in Unclaimed Suspense Account under Regulations 39 and Schedule VI are as follows:-

Description	No of Equity Shares of
	Rs.10/- each
No. of outstanding shares at the beginning of the year	71700
No. of shareholders request received for transfer of shares during the year	4
No. of shareholders to whom shares transferred during the year	4
No. of outstanding shares at the end of the year	70740

The voting rights on the above shares shall remain frozen till the rightful owner of such shares claim the shares.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has duly complied with the applicable provisions of Secretarial Standard 1 on meetings of Board of Directors and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India.

40. STATUTORY DISCLOSURE

None of the Directors of your Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013. The Directors of your Company has made necessary disclosure as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

41. REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review.

The present address of the Registered Office is as follows: 607 Regent Chambers, 208 Nariman Point, Mumbai, Maharashtra, India- 400021.

42. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year:-

(a) Equity shares with differential rights. (b) Sweat equity shares. (c) Employee Stock Options Scheme.

43. ACKNOWLEDGEMENT

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too. They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

For and on Behalf of the Board of Directors
Jitendra K. Vakharia	Varsha J. Vakharia
Managing Director	Director
(DIN 00047777)	(DIN 00052361)
Place: Mumbai
Date: 12th August, 2024