Onelife Capital Advisors Ltd Management Discussions.

INDUSTRY OVERVIEW

During the year, Onelife Capital Advisors Limited was in the process of developing and exploring the opportunities in the Mutual fund activity, E-commerce and Information technology (IT) Services. For blooming in the IT sector, the Company has increased the employees in the IT team and trying to retain employees with maximum talent which will strive the company to grow in the IT sector. The Company is planning to diversify the business and increase the scope of growth of the Company as it has started growing in sector of Stock broking and Commodity Market after making the strategic investments in Dealmoney Group companies. The Company has made effort along with Dealmoney group to become the sponsor of the Sahara Mutual Fund as the mutual fund market is growing in a faster pace. The strategic objective is to build a sustainable organization that remains relevant to the agenda of the clients, while creating growth opportunities for the employees and generating profitable returns for the investors. Many of the businesses where we are operating and intend to operate are highly regulated. Hence, all our final management decision will be based on regulator and market growth considerations based on our business strengths.

The Company, during the financial year, has acquired an Insurance Broking Company who has applied for the Broking license with the Insurance Regulatory and Development Authority (hereinafter referred to as "IRDA") namely “Dealmoney Insurance Broking Private Limited” for the purpose of getting into the insurance business.. Envisioning the advantages to be conferred on the growth of the insurance market in India, the Government may soon allow 100% FDI in insurance broking thereby liberalizing the investments in the said domain making available more choices for the consumers in terms of advisors, quality of services and competitive costs.

During the FY your Companys standalone income stood at Rs. 372.67 Lakhs and reported a Profit After Tax of Rs. 3.42 Lakhs. With our ongoing strategy to keep growth as the key focus area in place to handle future business, we are hopeful that all our efforts will converge into real value creation for all our stakeholders in the coming times.

We are pleased to inform you that the Company was in the process to merge some of the wholly owned subsidiaries with the holding company i.e. Onelife Capital Advisors Limited and this Scheme is now approved by the Honorable National Company Law Tribunal in its order passed on 18th July, 2019 (Certified copy received on 27th August, 2019). The scheme stands effective and the appointed date is 1st April, 2018. The scheme is expected to enable better realization of potential of the businesses, yield beneficial results and enhanced value creation for the Companies and their respective shareholders, lenders and employees.

INDIA- ECONOMIC REVIEW FOR 2018-19

Introduction

India has emerged as one of the fastest growing economies in the world and is expected to be one of the top three economic powers of the world over the next 10-15 years, backed by its strong democracy and partnerships. However, the economy is presently undergoing demand growth pangs and there is possibility of a sustained temporary slowdown in the economy. All businesses will now need to reevalute their growth objectives in this context and plan on their growth strategies to reflect and overcome the challenges emerging from such an environment

GDP and Growth

India’s GDP is estimated to have increased 7.2 per cent in 2017-18 and 7 per cent in 2018-19. India has retained its position as the third largest startup base in the world with over 4,750 technology start-ups. Indias labour force is expected to touch 160-170 million by 2020, based on rate of population growth, increased labour force participation, and higher education enrolment, among other factors, according to a study by ASSOCHAM and Thought Arbitrage Research Institute. This GDP growth rate now does not feel to be sustainable in the near term.

Recent Developments

With the improvement in the economic scenario, there have been various investments in various sectors of the economy. The M&A activity in India reached record US$ 129.4 billion in 2018 while private equity (PE) and venture capital (VC) investments reached US$ 20.5 billion. Some of the important recent developments in Indian economy are as follows:

During 2018-19 (up to February 2019), merchandise exports from India have increased 8.85 per cent year-on-year to US$ 298.47 billion, while services exports have grown 8.54 per cent year-on-year to US$ 185.51 billion.

Net direct tax collection for 2018-19 had crossed Rs 10 trillion (US$ 144.57 billion) by March 16, 2019, while goods and services tax (GST) collection stood at Rs 10.70 trillion (US$ 154.69 billion) as of February 2019.

Proceeds through Initial Public Offers (IPO) in India reached US$ 5.5 billion in 2018 and US$ 0.9 billion in Q1 2018-19.

Indias Foreign Direct Investment (FDI) equity inflows reached US$ 409.15 billion between April 2000 and December 2018, with maximum contribution from services, computer software and hardware, telecommunications, construction, trading and automobiles.

Indias Index of Industrial Production (IIP) rose 4.4 per cent year-on-year in 2018-19 (up to January 2019).

Consumer Price Index (CPI) inflation stood at 2.57 per cent in February 2019.

Net employment generation in the country reached a 17-month high in January 2019.

Government Initiatives

The interim Union Budget for 2019-20 was announced by Mr Piyush Goyal, Union Minister for Finance, Corporate Affairs, Railways and Coal, Government of India, in Parliament on February 01, 2019. It focuses on supporting the needy farmers, economically less privileged, workers in the unorganised sector and salaried employees, while continuing the Government of India’s push towards better physical and social infrastructure.

Total expenditure for 2019-20 is budgeted at Rs 2,784,200 Crores, an increase of 13.30 per cent from 2018-19.

Numerous foreign companies are setting up their facilities in India on account of various government initiatives like Make in India and Digital India. Mr. Narendra Modi, Prime Minister of India, has launched the Make in India initiative with an aim to boost the manufacturing sector of Indian economy, to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors. The Government of India, under the Make in India initiative, is trying to give boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent. Besides, the Government has also come up with Digital India initiative, which focuses on three core components: creation of digital infrastructure, delivering services digitally and to increase the digital literacy.

Some of the recent initiatives and developments undertaken by the government are listed below:

In February 2019, the Government of India approved the National Policy on Software Products 2019, to develop the country as a software hub.

The National Mineral Policy 2019, National Electronics Policy 2019 and Faster Adoption and Manufacturing of (Hybrid) and Electric Vehicles (FAME II) have also been approved by the Government of India in 2019.

Village electrification in India was completed in April 2018. Universal household electrification is expected to be achieved by March 2019 end.

The Government of India released the maiden Agriculture Export Policy, 2018 which seeks to double agricultural exports from the country to US$ 60 billion by 2022.

Around 1.29 million houses have been constructed up to December 24, 2018, under Government of India’s housing scheme named Pradhan Mantri Awas Yojana (Urban).

Prime Ministers Employment Generation Programme (PMEGP) will be continued with an outlay of Rs 5,500 Crores for three years from 2017-18 to 2019-20, according to the Cabinet Committee on Economic Affairs (CCEA).

Road Ahead

India is also focusing on renewable sources to generate energy. It is planning to achieve 40 per cent of its energy from non-fossil sources by 2030 which is currently 30 per cent and also have plans to increase its renewable energy capacity from to 175 GW by 2022.

India is expected to be the third largest consumer economy as its consumption may triple to US$ 4 trillion by 2025, owing to shift in consumer behaviour and expenditure pattern, according to a Boston Consulting Group (BCG) report; and is estimated to surpass USA to become the second largest economy in terms of purchasing power parity (PPP) by the year 2040, according to a report by PricewaterhouseCoopers.

Vision for the Next Decade

• To build physical and social infrastructure for a US$ 10 trillion economy.

• To create a Digital India that impacts life of all Indians.

• Make India pollution free thrive on electric vehicles and renewable energy.

• Expand rural industrialisation using modern technology.

• To have clean rivers, safe drinking water and efficient use of water.

• Make our coastline and ocean waters power India’s growth.

• To send an Indian astronaut to space by 2022 and make India a lunch pad for satellites of the world through our space programme Gaganyaan.

• Make India self-sufficient in food export to meet the world’s needs.

• A distress free and healthcare and a functional and comprehensive wellness system.

• Make India a minimum government and maximum governance nation.

Exchange Rate Used: INR 1 = US$ 0.0145 as on March 29, 2019

The crux for a stable economic growth is when there is policy stability, proper implementation of these defined policies and a consumer demand generation on a sustainable basis to generate the necessary economic growth outcomes from a medium and long term perspective.

Financial Services Industry India- 2018-19 (Source: IBEF Website)

Introduction

India has a diversified financial sector undergoing rapid expansion, both in terms of strong growth of existing financial services firms and new entities entering the market. The sector comprises commercial banks, insurance companies, non-banking financial companies, co-operatives, pension funds, mutual funds and other smaller financial entities. The banking regulator has allowed new entities such as payments banks to be created recently thereby adding to the types of entities operating in the sector. However, the financial sector in India is predominantly a banking sector with commercial banks accounting for more than 64 per cent of the total assets held by the financial system.

The Government of India has introduced several reforms to liberalise, regulate and enhance this industry. The Government and Reserve Bank of India (RBI) have taken various measures to facilitate easy access to finance for Micro, Small and Medium Enterprises (MSMEs). These measures include launching Credit Guarantee Fund Scheme for Micro and Small Enterprises, issuing guideline to banks regarding collateral requirements and setting up a Micro Units Development and Refinance Agency (MUDRA). With a combined push by both government and private sector, India is undoubtedly one of the worlds most vibrant capital markets. In 2017,a new portal named Udyami Mitra has been launched by the Small Industries Development Bank of India (SIDBI) with the aim of improving credit availability to Micro, Small and Medium Enterprises (MSMEs) in the country. India has scored a perfect 10 in protecting shareholders rights on the back of reforms implemented by Securities and Exchange Board of India (SEBI).

Market Size

The Mutual Fund (MF) industry in India has seen rapid growth in Assets under Management (AUM). Total AUM of the industry stood at Rs 23.80 trillion between April 2018-February 2019. At the same time the number of Mutual fund (MF) equity portfolios reached a high of 74.6 million as of June 2018.

Another crucial component of India’s financial industry is the insurance industry. The insurance industry has been expanding at a fast pace. The total first year premium of life insurance companies reached Rs 214,673 crore during FY19.

Along with the secondary market, the market for Initial Public Offers (IPOs) has also witnessed rapid expansion. The total amount of Initial Public Offerings (IPO) increased to US$ 1.2 billion raised from 37 between April June 2018.

Over the past few years India has witnessed a huge increase in Mergers and Acquisition (M&A) activity. In H12018, 74 deals of acquisition took place in financial sector. Furthermore, India’s leading bourse Bombay Stock Exchange (BSE) will set up a joint venture with Ebix Inc to build a robust insurance distribution network in the country through a new distribution exchange platform.

Investments/Developments

• Investments by Foreign Portfolio Investors (FPIs) in Indian capital markets have reached Rs 6,310 crore (US$ 899.12 million) up to November 22, 2018.

• As of October 2018, the Financial Inclusion Lab has selected 11 fintech innovators with an investment of US$ 9.5 million promoted by the IIM-Ahmedabads Bharat Inclusion Initiative (BII) along with JP Morgan, Michael and Susan Dell Foundation, and the Bill and Melinda Gates Foundation.

• The private equity and venture capital (PE/VC) investments reached US$ 25.20 billion between January to October 2018.

Government Initiatives

• In December, 2018, Securities and Exchange Board of India (SEBI) proposed direct overseas listing of Indian companies and other regulatory changes.

• Bombay Stock Exchange (BSE) introduced weekly futures and options contracts on Sensex 50 index from October 26, 2018.

• In September 2018, SEBI asked for recommendations to strengthen rules which will enhance the overall governance standards for issuers, intermediaries or infrastructure providers in the financial market.

• The Government of India launched India Post Payments Bank (IPPB), to provide every district with one branch which will help increase rural penetration. As of August 2018, two branches out of 650 branches are already operational.

Road Ahead

• India is today one of the most vibrant global economies, on the back of robust banking and insurance sectors. The relaxation of foreign investment rules has received a positive response from the insurance sector, with many companies announcing plans to increase their stakes in joint ventures with Indian companies. Over the coming quarters there could be a series of joint venture deals between global insurance giants and local players.

• The Association of Mutual Funds in India (AMFI) is targeting nearly fivefold growth in assets under management (AUM) to Rs 95 lakh crore (US$ 1.47 trillion) and a more than three times growth in investor accounts to 130 million by 2025.

• Indias mobile wallet industry is estimated to grow at a Compound Annual Growth Rate (CAGR) of 150 per cent to reach US$ 4.4 billion by 2022 while mobile wallet transactions to touch Rs 32 trillion (USD $ 492.6 billion) by 2022.

• Exchange Rate Used: INR 1 = US$ 0.0159 as on March 31, 2019.

Technology and E-commerce Industry India -2018-19

Introduction

The e-commerce has transformed the way business is done in India. Much growth of the industry has been triggered by increasing internet and smartphone penetration. The ongoing digital transformation in the country is expected to increase India’s total internet user base to 829 million by 2021 from 604.21 million as of December 2018.

India ranks third among the most attractive investment destinations for technology transactions in the world. Dr Harsh Vardhan, Union Minister of Department of Science & Technology, has reiterated that technology is a strong priority area for the government and it aims to make people science-centric.

Some of the major developments in the Indian e-commerce sector are as follows:

• Flipkart, after getting acquired by Walmart for US$ 16 billion, is expected to launch more offline retail stores in India to promote private labels in segments such as fashion and electronics. In September 2018, Flipkart acquired Israel based analytics start-up Upstream Commerce that will help the firm to price and position its products in an efficient way.

• Paytm has launched its bank - Paytm Payment Bank. Paytm bank is Indias first bank with zero charges on online transactions, no minimum balance requirement and free virtual debit card

• As of June 2018, Google is also planning to enter into the E-commerce space by November 2018. India is expected to be its first market.

• Reliance retail is going to launch online retail this year. It has already launched its food and grocery app for beta testing among its employees.

• E-commerce industry in India witnessed 21 private equity and venture capital deals worth US$

2.1 billion in 2017 and 40 deals worth US$ 1,129 million in the first half of 2018.

• Google and Tata Trust have collaborated for the project ‘Internet Saathi’ to improve internet penetration among rural women in India

Some of the recent developments in the field of science and technology in India are as follows:

• As per the Government records, the number of Indian scientists coming back to India to pursue research opportunities has increased from 243 in 2007-2012 to 649 between 2012 and 2017 . In the span of 5 years 649 Indian scientists have returned to pursue research opportunities.

• Indias space business to witness tremendous growth in the next five years, on the back of technology advancement, global space business opportunity and a sharp rise in Indian Space Research Organisation’s (ISRO) satellite launch capability.

Road Ahead

The e-commerce industry been directly impacting the micro, small & medium enterprises (MSME) in India by providing means of financing, technology and training and has a favourable cascading effect on other industries as well. The Indian e-commerce industry has been on an upward growth trajectory and is expected to surpass the US to become the second largest e-commerce market in the world by 2034. Technology enabled innovations like digital payments, hyper-local logistics, analytics driven customer engagement and digital advertisements will likely support the growth in the sector. The growth in e-commerce sector will also boost employment, increase revenues from export, increase tax collection by ex-chequers, and provide better products and services to customers in the long-term.

India is aggressively working towards establishing itself as a leader in industrialisation and technological development. Significant developments in the nuclear energy sector are likely as India looks to expand its nuclear capacity. Moreover, nanotechnology is expected to transform the Indian pharmaceutical industry. The agriculture sector is also likely to undergo a major revamp, with the government investing heavily for the technology-driven Green Revolution. Government of India, through the Science, Technology and Innovation (STI) Policy-2013, among other things, aspires to position India among the world’s top five scientific powers. Indian Space Research Organisation (ISRO) will launch its first Indian human mission by 2022.

Exchange Rate Used: INR 1 = US$ 0.0139 as of Q3 FY19

RISK FACTORS, OPPORTUNITIES AND THREATS

As the Company’s performance is dependent on capital markets, it faces the risk of downturn in the economic growth and/or worsening macro-economic environment. Rising crude oil prices, depreciating currency, worsening current account deficit and a slowdown in foreign investment inflows pose risks to the Company. Rising inflation, a bad monsoon, slowdown in corporate earnings, rising NPAs also pose significant risks. Other challenges which may drive away the DIIs include rising real estate and gold prices, which may provide other attractive investment options.

Global events may also pose challenges to the growth of the Company as it directly impacts foreign inflows and indirectly will have a bearing on the Indian economy. Risks from geo-political tensions, global financial market volatility led by rise in interest rates and the threat of trade protectionism all post significant risks to the operations of the Company. The Company faces significant competition from companies seeking to attract its customers’/clients’ financial assets. In particular, it competes with other Indian and foreign brokerage houses, discount brokerage companies, investment banks, public and private sector commercial banks and asset managers, among others, operating in the markets in which it is present. The Company competes on the basis of a number of factors, including execution, depth of product and service offerings, innovation, reputation, price and convenience.

The Company also faces threats from the tightening and the ever-evolving regulatory framework and any unfavorable policy changes like introduction of long term capital gains tax. Internal threat to the Company arises from failure of compliance or overlooking of any misrepresentations/fraud in the operations of the Company.

Our businesses being primarily driven by need for financial products and services of our retail and institutional clients expect to benefit from the emerging macro trends. We see regulations evolving further as the investors mature, different asset classes emerge and complexities increase. Distribution franchise will also get support from in-house manufacturing & investment advisory platforms besides the core offerings of Equity broking & Corporate Finance, thereby reducing cyclicality of our business further

The Board of Directors of your Company who are constantly looking for an opportunity to expand the business of the Company. Your Company being in Capital/financial services sector is facing a very stiff competition from its competitors. However, the Company is trying its level best to achieve the same level of competence to meet the challenges thrown in this sector.

SEGMENT-WISE OR PRODUCT-WISE PERFORMANCE

The Company is primarily into Advisory Services. The Company has added new objects to the existing objects of the Company. The new objects focus on the Mutual fund activity, E-commerce and Information technology (IT) Services. It will help the Company to diversify the business and increase the scope of growth of the Company. Further, the Company is expanding its business and trying to enter the other segments of the market to explore the opportunities in the market.

OUTLOOK, RISKS AND CONCERNS

This section listed forward looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these statements as a result of certain factors. This section lists our outlook, risks and concerns:

• Our revenues and expenses are difficult to predict and can vary significantly from period to period, which could cause our share price to decline.

• We may not be able to sustain our profit margin or levels of profitability.

• The economic environment, pricing pressures could negatively impact our revenues and operating results.

• We may face difficulties in providing end to end business solutions for our clients which could lead to clients discontinuing their work with us which in turn could harm our business.

• Our increasing work with government agencies may expose us to additional risks.

• Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance policies and increases our costs of compliance.

• We may be liable to our clients for damages cause by disclosure of confidential information, system failures, errors or unsatisfactory performance of services

• In the event that the Government of India changes its tax policies in a manner that is adverse to us, out tax expense may materially increase, reducing our profitability.

• Terrorist attacks or a war could adversely affect the Indian economy, results of operations and financial condition.

• Changes in the policies of government of India or political instability could delay the further liberalization of the Indian economy and adversely affect economic conditions in India generally which could impact our business and prospects.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Internal Control System facilitates the effectiveness and efficiency of company operations and helps ensure the reliability of financial information and compliance with laws and regulations. In particular, the accounting control system is an important element of the Internal Control System as it helps ensure that the Company is not exposed to excessive financial risks and that financial internal and external reporting is reliable.

Onelife has robust internal audit and control systems. They are responsible for independently evaluating the adequacy of internal controls and provide assurance those operations and business units adhere to internal policies, processes and procedures as well as regulatory and legal requirements. Internal audit team defines and review scope, coordinates and conducts risk based internal audits with quarterly frequency across Onelife through their audit firm. Existing audit procedures are reviewed periodically to enhance effectiveness, usefulness and timeliness. The Internal control procedures include proper authorization and adherence to authorization matrix, segregation of roles and responsibilities, physically verification, checks and balances and preventive checks on Compliance risk and overseeing of periodical financials etc.

Internal audit entails risk assessment and detailed verification of processes, adequacy of maintenance of accounting records, documentation and supporting, authorizations, review of internal controls, compliance with management policies and laid down procedures, compliance with applicable accounting standards etc and to verify adherence with applicable statutes, rules, regulation, byelaws, and circulars of the relevant statutory and regulatory authorities.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE OF THE COMPANY

During the financial year 2018-19, your Company has earned the profit after tax of Rs. 1.17 Lakhs as compared to the profits made in the previous year of Rs. 9.00 Lakhs. As the number of employees has increased, the re-measurement of defined benefit plans which includes gratuity payments to employees has increased. Hence, the profit for the year has decreased compared to last year.. The total revenue during the year has increased to Rs. 210.07 Lakhs as against the previous year Rs. 220.63 Lakhs.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.

Onelife firmly believes that growth of core and fringe stakeholders’ will foster its growth opportunities. Onelife aims to develop the potential of every individual associated with the Company as a part of its business goal. Respecting the experienced and mentoring the young talent has been the bedrock for Onelife’s successful growth. We believe that our human capital is our greatest strength and is the driver of growth, efficiency and productivity. Constant efforts are made to create a working environment that encourages initiative, provides challenges and opportunities and recognizes the performance and potential of employees. The Companys performance on the Industrial Relations front continues to be quite satisfactory. 32 numbers of employees were employed as on 31st March, 2019.

INTERNAL RESTRUCTURING

With a view to improve productivity and strengthen to further efficiency, the Company had filed a Scheme of Amalgamation involving the merger of six wholly owned subsidiaries with the Company. In this regard, the Honorable National Company Law Tribunal (“NCLT”), Mumbai Bench, has approved the Scheme vide its order dated July 18, 2019, the certified copy of which has since been filed with the Registrar of Companies, Mumbai. With that the Scheme has become effective from the Appointed Date, viz., April 1, 2018. The scheme would thereby cut down many unnecessary expenses leading to further growth of the Company.

SUBSIDIARIES/ STEP DOWN SUBSIDIARIES:

Onelife Gas Energy & Infrastructure Limited

Onelife Gas Energy & Infrastructure Limited is wholly owned Subsidiary of our Company. The main object of the Company is procurement, purchase, exploration, storage, suppliers, distributors, sellers and dealers in natural gas and its derivatives including LPG, CNG, PROPANE and any conventional and non- conventional type of energy.

Purple India Holdings Limited

Purple India Holdings Limited is wholly owned Subsidiary of our Company and the main object of the Company is advisory Services.

Dealmoney Distribution and Advisory Services Private Limited

This Company is the step down subsidiary of our Company. The main object of the Company is third party financial product distribution and advisory services.

Dealmoney Commodities Private Limited

This Company is the step down subsidiary of our Company. The main object of the Company is Commodities Broking.

Goodyield Farming Limited & Good Yield Fertilizers and Pesticides Private Limited

These Companies are the wholly owned subsidiaries of our Company. It is mainly involved in the field of agriculture and related activities.

Eyelid Infrastructure Private Limited

This Company is the Wholly Owned Subsidiary of our Company. The main object of the Company is in the field of Infrastructure services.

Leadline Software and Trading Private Limited

This Company is the Wholly Owned Subsidiary of our Company. The Main object of the Company is a developers, traders, dealers, importers, exporters and intermediaries in all types of computer systems, software and hardware and as traders and other related activities.

Onelife Ecopower & Engineering Limited

This Company is the Wholly Owned Subsidiary of our Company. The Main object of the Company is producers, manufacturers, generators, suppliers, distributors, transformers, converters, transmitters, processors, developers, stores, procurers, carriers, and dealers in electricity, all form of energy and any such products and by-products derived from such business.

Dealmoney Insurance Broking Private Limited

The Company has acquired the 100% shareholding of the Dealmoney Insurance Broking Private Limited thereby making it as the wholly owned subsidiary Company during the year. The Main object of the Company is to carry on the business and activities as Direct Insurance Broker in the field of General Insurance, Life Insurance and Health Insurance business upon grant of broking license from The Insurance Regulatory and Development Authority.