Onelife Capital Advisors Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 18^th Annual Report together with the Audited Financial Statements of your Company for the year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company for the year ended 31^st March, 2025 is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	Current Year	Previous year	Current Year	Previous year
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	-	348.80	1,128.31	3699.91
Other Income	571.77	274.10	2,050.10	317.15
Total	571.77	622.90	3,178.42	4017.06
Expenditure
Purchase of stock in trade	-	-		3562.80
Changes in Inventories of Finished Goods,
	-	-	2,938.80	(2262.80)
Work in Progress & Stock in Trade
Employee Benefit Expenses	178.80	106.68	437.11	403.94
Depreciation & Amortization expenses	0.14	0.53	193.21	53.44
Finance costs	0.26	24.07	61.55	178.19
Other Expenses	318.64	493.80	1,545.01	1440.38
Total	497.84	625.08	5,175.69	3375.95
Profit / (Loss) from ordinary activities
	73.94	(2.18)	(1,997.27)	641.11
before exceptional items
Exceptional items	-	-	( 1,742.57)	-
Profit / (Loss) from ordinary activities
	73.94	(2.18)	(254.70)	641.11
before tax
Tax Expense		-
Current Year Tax	20.51	-	183.91	250.08
Deferred Tax Credit	2.50	2.64	49.20	329.18
Earlier year		(1.44)	-	(1.44)
Profit after Tax	50.93	(3.38)	(487.81)	63.29
Other Comprehensive income for the year	(0.22)	1.20	(0.22)	(0.50)
Total Comprehensive income for the year	50.71	(2.18)	(488.03)	62.79
Basic and Diluted Earnings per equity
	0.38	(0.03)	(3.65)	0.47
share (Rs.)

COMPANYS PERFORMANCE:

Standalone

The standalone revenue from operations in FY 2024-25 stood at Rs. 571.77 Lakhs. Total expenses for the year stood at Rs. 497.84 Lakhs. The profit stood at Rs. 73.94 Lakhs and net profit after tax for the year came in at Rs. 50.93 Lakhs.

Consolidated

The consolidated revenue for the year stood at Rs. 3,178.42 Lakhs. Total expenses for the year stood at Rs. 5,175.69 Lakhs. The profit before taxation (PBT) stood at Rs. (254.70) Lakhs.

There has been no change in the nature of business of the Company during the year under review. A detailed note on the Companys operational and financial performance is given in Management Discussion and Analysis (MDA) Report which is annexed to the Directors Report. The MDA report has been prepared in compliance with the terms of Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

FINANCIAL STATEMENTS:

This Statement of Standalone and Consolidated Financial Results have been prepared in accordance with Indian Accounting standards (Ind AS) prescribed under Section 133 of the Companies Act 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules. 2015, Companies (Indian Accounting standards) (Amendment) Rules, 2016 and other accounting principles generally accepted in India.

2. SHARE CAPITAL

The paid up equity share capital as on 31^st March, 2025 was Rs. 1336 Lakhs. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

3. DIVIDEND:

Considering the prevailing economic conditions and the requirement of cash the Board of Directors does not recommend any dividend for the financial year ended 31st March, 2025.

4. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to the General Reserve.

5. PUBLIC DEPOSITS:

During the financial year 2024-2025, your Company has not accepted any deposit within the meaning of Sections 73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Detailed information on the operations of the Company and details on the state of affairs of the Company are covered in the Management Discussion and Analysis Report. The Management Discussion and Analysis forms an integral part of this Report.

7. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), the Management

Discussion and Analysis, Report on Corporate Governance and a Certificate by the Chairman & Chief Financial Officer (CFO) confirming compliance by all the Board Members and Senior Management

Personnel with Companys Code of Conduct are made a part of the Annual Report.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARDS COMPOSITION AND INDEPENDENCE

As on date, the Board is comprised of Two Executive Directors, one Non-Executive Non-Independent Directors and Four Non-Executive Independent Directors.

DECLARATION OF INDEPENDENCE

The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, 8 (Eight) Board meetings were held. Detailed information is given in the Corporate Governance Report.

RETIREMENT BY ROTATION

Mr. Prabhakara Naig (DIN: 00716975), Executive Director, retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

APPOINTMENT & RESIGNATION DURING THE YEAR

i. Mr. Manoj Malpani (DIN:05174775) resigned from the post of Director of the Company with effect from 1^st April 2024. ii. Mr. Aneish Kumaran Kumar (DIN:08766256) resigned from the post of Non-Executive

Independent Director of the Company with effect from 1^st December, 2024 iii. Ms. Sonam Satish Kumar Jain (DIN:06848245) resigned from the post of Non-Executive

Independent Director of the Company with effect from 31^st March, 2025 iv. Ms. Shalini Patidar (DIN:06521823) who was appointed as an Additional Director (Non-Executive & Non Independent) with effect from 14^th November 2024 was regularized on 13^th February, 2025 by postal ballot v. Mr. Abhay Kumar Sethia (DIN:09721583) who was appointed as an Additional Director (Non-Executive & Independent) with effect from 13^th January 2025 was regularized on 13^th February, 2025 by postal ballot vi. Mr. Nitesh Singh (DIN:08707310) who was appointed as an Additional Director (Non-Executive & Independent) with effect from 29^thMarch 2025 was regularized in the Extraordinary General Meeting held on 24th June 2025. vii. Ms. Ranu Jain (DIN:11012104) who was appointed as an Additional Director (Non-Executive

& Independent) with effect from 29^th March 2025 was regularized in the Extra-ordinary General Meeting held on 24th June 2025. viii. Mr. Manoj Malpani resigned from the post of CFO & Directorship on 01^st April, 2024. ix. Mr. Pandoo Naig was appointed as the Interim CFO of the Company on 03^rd June 2024. x. Ms. Divya Modi resigned as Company Secretary and Compliance Officer of the Company on

13th April, 2024 xi. Mrs. Kajal Shethia was appointed as the Company Secretary & Compliance Officer of the

Company on 03^rd June 2024

(Note:

A. Mrs. Kajal Shethia resigned from Company Secretary and Compliance Officer of the Company w.e.f

24^th June, 2025

B. Mr. Rohit Gupta was appointed as the Company Secretary & Compliance Officer of the Company on

07^th August, 2025

COMMITTEES OF THE BOARD

The Companys Board has the following committees: 1. Audit Committee 2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee 4. Risk Management Committee 5. POSH & ESG Committee

Details of Committee membership, terms of reference of the Committees and attendance at meetings of the Committees are provided in the Corporate Governance report.

9. ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS:

Information on the manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual directors is given in the Corporate Governance Report.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, your Directors confirm:

e) that the applicable accounting standards have been followed in the preparation of the annual accounts and that there are no material departures;

f) that such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2025 and of the profit/loss of the Company for the year ended on that date;

g) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

h) that the directors had prepared the annual accounts on a going concern basis; and

i) that they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

11. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards.

12. SUBSIDIARIES & Associate and Joint Venture Companies:

As on 31^st March, 2025, the Company had Eight Subsidiaries and one Associate namely:

1. Eyelid Infrastructure Private Limited (Wholly Owned Subsidiary)

2. Dealmoney Insurance Broking Private Limited (Wholly Owned Subsidiary)

3. Sarsan Securities Private Limited (Wholly Owned Subsidiary)

4. Dealmoney Distribution And Advisory Services Private Limited (Wholly Owned Subsidiary)

5. Dealmoney Commodities Private Limited (Subsidiary)

6. Dealmoney Financial Services Private Limited (Subsidiary)

7. Continental Control Limited(Associate)

8. Dealmoney Real Estate Private Limited (Subsidiary w.e.f 31.03.2025)

9. Dealmoney Distribution & E-marketing Private Limited (Subsidiary w.e.f 31.03.2025)

NAME OF THE COMPANIES WHICH HAVE BECAME / CEASED TO BE SUBSIDIARIES / ASSOCIATES OR JOINT VENTURES DURING THE YEAR

During the financial year 2024-25, the following changes took place in the Companys group structure in accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014:

1. Companies which became Subsidiaries / Associates / Joint Ventures

Continental Controls Limited has become an Associate Company of Onelife Capital Advisors Limited due to the Share Purchase Agreement entered by Onelife Capital Advisors Limited for purchase of 24.56% of voting & Equity Capital during the year. And

Dealmoney Real Estate Private Limited and Dealmoney Distribution & E-marketing Private Limited, which were earlier step-down subsidiaries of the Company through Dealmoney Commodities Private Limited (a subsidiary of the Company), have become direct subsidiaries of Onelife Capital Advisors Limited with effect from 31st March, 2025.

Apart from the above, no other company has become or ceased to be a subsidiary, associate, or joint venture of the Company during the year under review.

The summary of the key financials of the Companys subsidiaries in Form AOC-1 is included in this Annual Report as Annexure- [1] to the boards report. Salient features of financial statements of all subsidiaries of your Company is attached to the Accounts which forms part of Consolidated Financial Statements in compliance with Section 129 and other applicable provisions, if any, of the Companies Act, 2013.

Any member desirous of obtaining a soft copy of the aforesaid financial statements may write to the Company Secretary at cs@onelifecapital.in. The financial statements including the Consolidated Financial Statements, financial statements of each Subsidiary have been uploaded on the website of the Company i.e. www.onelifecapital.in.

13. STATUTORY DISCLOSURES:

The financial statements of each subsidiary companies is kept for inspection by any member of the Company at its Registered Office during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. You may write to the Company Secretary on cs@onelifecapital.in and also the same are placed on the Companys website www.onelifecapital.in.

14. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no other material changes and commitments 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 this report.

After the close of the financial year, the Company filed an appeal before the Honble SAT against the SEBI order dated 28th March, 2025. Vide order dated 2nd May, 2025, SAT directed that the Companys "fit and proper" status shall remain unchanged until further orders, while also restraining Mr. Pandoo Naig and Mr. Prabhakara Naig from accessing the securities market for one year from 21st October, 2024. Further, the recovery of penalty imposed under the SEBI order has been stayed subject to deposit of 50% of the amount, i.e. Rs. 25 Lakhs by the Company and Rs. 25 Lakhs by Mr. Pandoo Naig. The Company has complied with the said directions.

The said order has been challenged in the the Hon. Securities Appellate Tribunal (SAT) and the final outcome is awaited. The said order will affect the operational, reputational and financial position of the Company. As per the recent order of SAT, the debarment of the two Directors, namely Mr. Pandoo Naig and Mr. Prabhakara Naig, as well as restrictions applicable to Onelife Capital Advisors Limited (OCAL), continue to remain in force.

15. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND

PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure [2]" to this Report and is available on the website of your Company i.e. www.onelifecapital.in. A physical copy of the same will be made available to any shareholder on request.

The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

16. 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 year under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

17. LISTING OF EQUITY SHARES:

Pursuant to the provisions of Listing Agreement with the Stock Exchanges, the Company declares that the Equity Shares of the Company are listed at the BSE Limited and NSE Limited.

The Company confirms that it has paid Annual Listing Fees due to stock exchanges up to the Financial Year 2024-25.

18. AUDITORS AND AUDITORS REPORT:

iii) STATUTORY AUDITORS

M/s. Rafik & Associates, Chartered Accountants (Firm Registration No: W100608), were appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. N R

Tibrewala & Co. LLP, Chartered Accountants (Firm Registration No: W100608), as approved by the members trough postal ballot dated on January 13, 2025.

In accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder., the Board, on the recommendation of the Audit Committee, has proposed the appointment of M/s. Rafik & Associates, Chartered Accountants (FRN 146573W) to hold office as Statutory Auditors from the conclusion of ensuing AGM till the conclusion of the AGM to be held in 2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

The Auditors Report does not contain any qualification. The Notes to Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

iv) COST AUDITORS

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 to the Company for the FY 2024-25.

v) SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. Ajay Kumar & Co., Practicing Company Secretary (Membership No. 3399 & Certificate of Practice No. 2944), a peer reviewed firm of Company Secretaries in Practice (Peer Review Certificate No. 1119/20) as Secretarial Auditors of the Company for a period of five years, i.e., from FY 2025- 26 to FY 2029-30, subject to approval of the Shareholders of the Company at the ensuing AGM.

The listed entity and its unlisted material subsidiaries shall provide Secretarial Audit Report in Form No. MR-3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence, pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. Ajay Kumar & Co., Practicing Company Secretary (Membership No. 3399 & Certificate of Practice No. 2944) to conduct the Secretarial Audits of your Company. The Secretarial Audit Report of the Company is annexed herewith as "Annexure - [3]" to this Report, and the Secretarial Audit Report of unlisted Material Subsidiary i.e Dealmoney Commodities Private Limited is annexed herewith as "Annexure-[4]"

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2025 is available on the Companys website at www.onelifecapital.in.

20. RELATED PARTY TRANSACTIONS:

All Related Party Transactions that were entered during the financial year were on an arms length basis and in the ordinary course of business and is in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations.

Details with respect to transactions with related parties entered into by the Company during the year under review are disclosed in the accompanying financial results and the details pursuant to clause (h) of Section 134(3) of act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure - [5]" in the form AOC-2.

Further, details of related party transactions are presented in Note No. 39 of notes to consolidated financial statements of the Company.

21. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS:

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are mentioned in detail in the Financial Statements.

22. RISK MANAGEMENT POLICY:

Information on the development and implementation of a Risk Management Policy of the Company including identification therein of elements of risk which in the opinion of the Board may threaten the existence of the Company, is given in the Corporate Governance Report.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

23. VIGIL MECHANISM POLICY:

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy & Vigil Mechanism which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulation, 2015. The policy provides for a framework and process whereby concerns can be raised by its directors and employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the Whistle Blower Policy & Vigil Mechanism of your Company have been outlined in the Corporate Governance Report which forms part of this report.

24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Summary of sexual harassment issues raised attended and dispensed during financial year 2025:

9. No. of complaints received: Nil

10. No. of complaints disposed off: Nil

11. No. of cases pending for more than 90 days: Nil

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO:

The Company being engaged in the Advisory Services does not have any energy utilization or technology absorption. During the year under review, there are no foreign exchange earnings and outgo.

26. INTERNAL CONTROL SYSTEM:

The Board ensures the effectiveness of the Companys system of internal controls including financial, operational and compliance control and risk management controls and the same is subject to review periodically by the Board of Directors and M/s. G.S. Toshniwal & Associates, Chartered accountants for its effectiveness. The control measures adopted by the company have been found to be effective and adequate to the Companys requirement.

27. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Corporate Social Responsibility are not applicable to the Company.

28. CAUTIONARY STATEMENT:

Certain statements in the Directors Report describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Companys operations include labour and material availability, and prices, cyclical demand and pricing in the Companys principal markets, changes in government regulations, tax regimes, economic development within India and other incidental factors.

29. ACKNOWLEDGEMENT:

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Registered Office:
Regd. Off: Plot No. A356, Road No. 26,
Wagle Industrial Estate, MIDC,	For and on behalf of the Board
Thane (West) - 400604, Maharashtra	ONELIFE CAPITAL ADVISORS LIMITED
CIN: L74140MH2007PLC173660	Sd/-
E-mail: cs@onelifecapital.in	Prabhakara Naig
Website: www.onelifecapital.in	Whole Time Director
Tel no.: 022-25833206	DIN: 00716975
Place: Thane
Date: 05 September 2025