Vaxfab Enterprises Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors are pleased to present the 42^nd Annual Report together with the Annual Financial Statement of Vaxfab Enterprises Limited ("Company”) for the Financial Year ended on March 31,2025.

1. FINANCIAL RESULTS:

The financial statements of the Company have been prepared in accordance with the Indian Accounting Standards ("Ind AS”) notified under Section 133 of the Companies Act, 2013 read with rules made thereunder. Financial performance of the Company, for the Financial Year ended on March 31, 2025is summarized below:

(Rs. In Lakhs)
	Standalone
Particulars	2024-25	2023-24
Revenue from Operations	5867.10	914.39
Other Income	70.56	13.71
Total Revenue	5937.66	928.10
Expenditure	5863.89	1341.41
EBIDTA	73.77	(413.31)
Finance Cost	0	0
Depreciation & Amortization	3.41	4.92
Profit Before Tax	70.36	(418.23)
Provision for Current Tax, Deferred Tax & Other Tax Expenses	11.94	(61.24)
Profit After Tax	58.42	(356.99)

2. DIVIDEND AND TRANSFER TO RESERVES:

With a view to conserve the resources for expansion of the business activities and working capital requirements of the Company, the board of directors of the Company have not recommended any dividend for the year under review (Previous Year: Nil). There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013.

3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:

Your director reports that during the year under review, the Company has recorded total sales of Rs. 5867.10(In Lakhs) as compared to Rs. 928.10 (In Lakhs) in the previous financial year. The

Profit before tax for the period under review is Rs. 70.36 (In Lakhs) as compared to Rs. (418.23) (In Lakhs) in the previous financial year. The Profit after tax during the year under review is Rs. 58.42 (In Lakhs) as compared to Rs. (356.99) (In Lakhs) in the previous financial year.

The Directors are continuously looking for the new avenues for future growth of the Company and expect more growth in the future period.

4. MATERIAL CHANGES, TRANSACTION AND COMMITMENTS/CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of the business of the Company for the year under review. There were no significant or material order passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

Except below, there has been no material changes and commitments, that affect the financial position of the Company from the end of the financial year of the Company to which the financial statements relate till the date of the directors’ report.

The Board of Directors of the Company has approved the proposal for raising of funds by issuing upto 2,54,94,763 (Two Crores Fifty Four Lakh Ninety Four Thousand Seven Hundred Sixty Three) fully convertible warrants to be convertible at the option of the warrant holders in one or more tranches, within 18 (eighteen) months from the date of its allotment of warrants at the price of Rs. 21.02/- per warrant (Rupees Twenty One and two paisa Only) (Face Value of Rs. 10/- (Rupees Ten only) each plus a premium of Rs. 11.02/- (Rupees Eleven and two paisa only) per share) to non promoter Group on cash basis, total aggregating to ~ Rs. 53,58,99,920/-(Rupees Fifty Three Crores Fifty Eight Lakhs Ninety Nine Thousand Nine Hundred Twenty Only).

5. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

Management Discussion and Analysis for the year under review is presented in a separate section, which forms part of the Annual Report.

6. CAPITAL STRUCTURE:(A) AUTHORISED SHARE CAPITAL:

The authorised Equity share capital of the Company as on 31^st March, 2025 is Rs.9,00,00,000/-(Rupees Nine Crores Only) divided into 90,00,000 (Ninety Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

The authorised preference share capital of the Company as on 31^st March, 2025 is Rs. 30,00,000/- (Rupees Thirty Lakhs Only) divided into 3,00,000 (Three Lakhs) Preference share of Rs. 10/- (Rupees Ten Only) each.

(B) PAID-UP SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 31^st March, 2025 is Rs. 8,40,00,000/-(Rupees Eight Crore Forty Lakhs Only) divided into 84,00,000 (Eighty Four Lakhs) equity shares of Rs. 10/- (Rupees Ten Only).

The paid-up Preference share capital of the Company as on 31st March, 2025 is Rs. 26,00,000/-(Rupees Twenty Six Lakhs Only) divided into 2,60,000 (Two Lakhs Sixty Thousand) preference share of Rs. 10/- (Rupees Ten Only).

There has been no Change in Capital Structure during the Financial Year 2024-25.

7. TRANSFER TO RESERVES:

The Board of Directors of the Company does not propose to transfer any amount to the Reserves for the year under review.

8. EXTRACT OF THE ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) of the Act, the annual return of the Company as on March 31, 2025is available on the website of the Company i.e. www.vaxfabenterprisesltd.in.

9. BOARD MEETINGS HELD DURING THE YEAR:

During the year, 8 (Eight) Board meetings were held, with gap between Meetings not exceeding the period prescribed under the Companies Act, 2013.

Board meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated in advance before the date of the meeting thereby enabling the Board to take informed decisions. The applicable details of these Board meetings including the attendance of the Directors at those meetings are given in the report on Corporate Governance which forms part of the Annual Report.

During the year under review, the Board of Directors duly met 8 times i.e. on 15.04.2024,15.05.2024, 20.05.2024, 06.08.2024, 08.08.2024, 14.11.2024, 02.12.2024 and 13.02.2025and the details of attendance of directors are as follows:

10. FRAUDS:

During the year under review, neither the statutory auditors nor the secretarial auditor has reported any frauds as required under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors’ Report.

11. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

The Company does not have subsidiary company, joint venture or associate companies during the year.

There is no company, which has ceased to be Company’s subsidiary, joint venture or associate company during the year.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board consists of Executive and Non-executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.

• The Board of Directors approved the appointment of Mr. Rohit Naval (DIN: 10542718) as an “Additional Director (Executive and Non-Independent Director)” w.e.f. April 15, 2024 which was duly Regularized as Managing Director by the Members at the EOGM held on 7^th May, 2024 for a term of 5 years not liable to retire by rotation with effect from 15^th April, 2024 to 14^thApril, 2029

• The Board of Directors approved the appointment of Mr. Keshav Makhija (DIN: 10542719) as an “Additional Director (Non-Executive and Non-Independent Director)” w.e.f. April 15, 2024 which was duly Regularized by the Members at the EOGM held on 27^th May, 2024.

• Mr. Devi Singh (DIN: 09528536) resigned from the post of Managing Director due to pre occupancy of work w.e.f23^rd April, 2024

• Mr. Vishnudatt Gupta (DIN: 00404749) resigned from the post of Non-Executive Director of the Company due to pre occupancy of work w.e.f. 23^rdApril, 2024.

• Ms. Disha Barot resigned from the post of Company Secretary and Compliance officer of the Company w.e.f 10^th September, 2024.

• Ms. Anita Kumawat was appointed as Company Secretary and Compliance officer of the Company w.e.f 2^nd December, 2024 and later on resigned from the post of Company Secretary and Compliance officer of the Company w.e.f 28^th February, 2025 due to Pre Occupancy of work.

• The Board of Directors approved the appointment of Mr. Nishant Subhashchandra Gandhi (DIN:09250907) as an “Additional Director (Non-Executive and Non-Independent Director)” w.e.f. February 13, 2025. Later on the Members have approved the appointment and he is regularize as Director of the Company.

Changes After the Financial Year till the date of this report:

• Mr. Nishant Subhashchandra Gandhi, Director of the Company, being longest in office, retires by rotation and being eligible, offers himself for reappointment.

• The Board of Directors have approved the appointment of Mr. Nikhil Kumar Gupta (DIN: 00025773) as an “Additional Director (Non-Executive and Independent Director)” w.e.f.

April 01, 2025 which was duly Regularised by the Members at the EOGM held on 21^st June, 2025.

• The Board of Directors have approved the appointment of Mr. Ravindra Ashokbhai Joshi (DIN: 10112296) as an “Additional Director (Executive and Non Independent Director)” w.e.f. April 01, 2025. Further the consent of the Members were accorded to appoint and change the designation of Mr. Ravindra Ashokbhai Joshi (DIN: 10112296) from Additional Director to Managing Director (designated as Executive Director) of the Company, liable to retire by rotation for a period of Three years with effect from 21^st June, 2025.

• The Board of Directors have approved the appointment of Ms. Juhi Sawajani (DIN: 09811893) as an Additional Non-Executive Independent Director of the Company)” w.e.f. April 01, 2025 which was duly Regularised by the Members from Additional to Independent Director (Non-Executive) at the EOGM held on 21^st June, 2025.

• The Board of Directors have approved the appointment of Mr. Jinang Dineshkumar Shah (DIN: 08388082) as an Additional Non-Executive Independent Director of the Company)” w.e.f. April 01, 2025 which was duly Regularised by the Members from Additional to Independent Director (Non-Executive) at the EOGM held on 21^st June, 2025.

• Mr. Aakash Chaturvedi was appointed as Company Secretary and Compliance officer of the Company w.e.f 1^st April, 2025.

• Ms. Chinu Kalal (DIN: 09568622) resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 1^st April, 2025.

• Mr. Premaram Jaitaram Patel (DIN: 09324872) resigned from the post of Non-Executive and Independent Director of the Company w.e.f. 1st April, 2025.

• Mr. Aakash Chaturvedi resigned from the post of Company Secretary and Compliance officer of the Company w.e.f 6^th June, 2025.

• Mr. Rohit Naval (DIN:10542718) resigned from the post of Managing Director of the Company w.e.f. 26^th June, 2025.

• Mr. Keshav Makhija (DIN:10542719) resigned from the post of Non-Executive and NonIndependent Director w.e.f. 26^th June, 2025.

• Mukesh Dayasingh Kapuriya resigned from the post of Chief Financial Officer of the Company w.e.f. 1^st July, 2025.

• Ms. Mubshara Kacchot has been appointed as the Chief Financial Officer of the Company w.e.f 2^nd July, 2025.

• The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. INDEPENDENT DIRECTOR’S FAMILIARIZATION PROGRAMME:

In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the Executive Management of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, and also future outlook of the entire industry. Details of familiarization programs extended to the Independent Directors are also disclosed on the Company website i.e. www.vaxfabenterprisesltd.in

14. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:

The Board adopted the evaluation performed by the Independent Directors on the Board’s performance carried out in accordance with the requirements of LODR Reg. 25(4)(a) which took into account factors like ‘compliances with the provisions of the applicable act(s), rules, regulations’ and ‘corporate governance norms’. Satisfaction has been recorded about the performance based on the aforesaid criteria. The performance of the Committees was adjudged based on the criteria like ‘adequacy of composition, execution and performance of specific duties, obligations and governance, quorum, compliance with procedures applicable for the conduct of meetings, and review of the past recommendations and decisions of the committees. The Board records its satisfaction about the performance of all the committees of the Board. The performance evaluation of Chairperson and Managing Director of the Company has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by the Board. The performance evaluation of non-independent directors has been carried out by the Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise adopted by the Board. The remaining members of the Board were evaluated at the Board Meetings based on various parameters like attendance, level of their engagement, contribution, independency of judgement, contribution in safeguarding the interest of the Company and other relevant factors.

15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Board, on the recommendation of the Nomination & Remuneration Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and senior management. The aforesaid Policy is also available on the website of the Company i.e. www.vaxfabenterprisesltd.in.

16. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

The Independent Directors of your Company, in a separate meeting held on February 13, 2025to carry out the evaluation for the financial year 2024-25and inter alia, discussed the following:

> Reviewed the performance of Non-Independent Directors of the Company and the Board as a whole.

> Reviewed the performance of the Chairman of the Company taking into account the views of Executive Directors and Non-executive Directors.

> Assessed the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonable perform their duties.

All Independent Directors of the Company were present at the Meeting.

17. AUDITORS:a) STATUTORY AUDITORS:

Pursuant to the provisions of the section 139 of the Act,The Members of the Company in its 39^thAnnual General Meeting held in the year 2022,appointedM/s. SSRV & Associates., Chartered Accountants, Maharashtra, (Firm Registration No.135901W) as statutory auditors of the Company for the period of five years to hold office from the conclusion of 39^thAnnual General Meeting till the conclusion of 44^thAnnual General Meeting of the Company to be held in the year 2027.

The Auditor’s Report for the financial year ended 31^stMarch, 2025does not contain any qualification, adverse remark, reservation or disclaimer and therefore, does not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b) SECRETARIAL AUDITORS:

M/s. Jitendra Parmar& Associates, Practicing Company Secretaries, is appointed as the Secretarial Auditor, to conduct the audit of secretarial records of the Company for the financial year ended on March 31, 2025pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report submitted by him in the prescribed form MR-3 is annexed to this Report as “Annexure A”.

With regards to the qualification of the Secretarial Auditor remark relating to non filling of Annual disclosure of non-applicability of Large Corporate for FY 2023-24, we would like to inform you that the Company has submitted non applicability of disclosure of non applicability so no separate Annual Disclosure filed. With reference to observation relating registration of Independent Director in data bank and not complied with requirement of SDD, the Board has taken note of the same and ensure no such incident happens in future. Further the Company has installed SDD software.

Mrs. Shubhangi Rajkumar Agarwal, Practicing Company Secretary, is appointed as the Secretarial Auditor, to conduct the audit of secretarial records of the Company for Five financial years commencing from 1^st April 2025 up to 31^st March, 2030 pursuant to Section 204 of the Companies Act, 2013.

(c) Internal Auditor:

The Board of directors has appointed M/s. Umesh Khese & Co., Chartered Accountants, Ahmedabad as the internal auditor of the Company. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

18. COST RECORDS:

The Company is not required to comply with the requirements of maintaining the cost records, specified by the Central Government, under provisions of Section 148(1) of the Act and accordingly no such records are made or maintained by the Company.

19. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:

The Company has implemented proper system for safeguarding the operations / business of the company, through which the assets are verified and frauds, errors are reduced and accounts, information connected to it are maintained such, so as to timely completion of the statements.

The Company has adequate systems of Internal Controls commensurate with its size and operations to ensure orderly and efficient conduct of business. These controls ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and completeness of the accounting records and timely preparation of reliable financial information. The Company has internal audit and verification at regular intervals.

The requirement of having internal auditor compulsory by statue in case of listed and other classes of companies as prescribed shall further strengthen the internal control measures of company.

20. COMMITTEE OF BOARD OF DIRECTOR:

The Board of the Company has constituted the following Committees and each Committee has its own terms of reference:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee

AUDIT COMMITTEE:

The composition and terms of reference of the Audit Committee are in compliance with the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The composition of Committee is given in this Report.

Terms of Reference of the Committee inter alia include the following:

a) oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

c) approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d) reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the board for approval, with particular reference to:

i. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Act;

ii. changes, if any, in accounting policies and practices and reasons for the same;

iii. major accounting entries involving estimates based on the exercise of judgment by management;

iv. significant adjustments made in the financial statements arising out of audit findings;

v. compliance with listing regulations and other legal requirements relating to financial statements;

vi. disclosure of any related party transactions;

vii. modified opinion(s) in the draft audit report;

e) reviewing, with the management, the quarterly financial statements before submission to the board for approval;

f) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

g) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

h) approval or any subsequent modification of transactions of the Company with related parties;

i) scrutiny of inter-corporate loans and investments;

j) valuation of undertakings or assets of the Company, wherever it is necessary;

k) evaluation of internal financial controls and risk management systems;

l) reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

m) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

n) discussion with internal auditors of any significant findings and follow up there on;

o) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

p) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

q) to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

r) to review the functioning of the whistle blower mechanism;

s) approval of appointment of Chief Financial Officer after assessing the qualifications,

experience and background, etc. of the candidate;

t) Carrying out any other function as is mentioned in terms of reference of the Committee.

u) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on date.

v) consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders

Further, the Audit Committee mandatorily reviews the following information:

a) management discussion and analysis of financial condition and results of operations;

b) management letters / letters of internal control weaknesses issued by the statutory auditors;

c) internal audit reports relating to internal control weaknesses; and

d) the appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Committee.

e) statement of deviations:

i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of Listing Regulations

ii. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of Listing Regulations

The Committee invites such of the executives, particularly the head of the Finance Function, representatives of the Statutory Auditors and any such other executives, as it considers appropriate, to be present at the meetings.

All Committee Members are financially literate and have accounting and financial management expertise.

Mr. Premaram Patel the Chairman of the Audit Committee was present at the previous Annual General Meeting held on 28^thAugust, 2024, to answer the queries of the shareholders of the Company.

Nomination and Remuneration Committee:

The composition and terms of reference of the Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations. The composition of Committee is given in this Report. Terms of reference of the Committee inter alia include the following:

a) identification of persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

b) shall specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and

review its implementation and compliance;

c) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

d) formulation of criteria for evaluation of performance of independent directors and the board of directors;

e) devising a policy on diversity of board of directors;

f) whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; and

g) recommend to the Board, all remuneration, in whatever form, payable to Senior Management.

Composition, Meetings and Attendance:

As on Financial Year end, the Nomination and Remuneration Committee of the Board

consists of 3 (Three) Directors as Members viz. Mr. Premaram Patel, Mr. Chinu Kalal and

Mr. Nishant Gandhi as the Members of the Committee. The Company Secretary of the

Company acts as the Secretary to the Committee.

Mr. Premaram Patel, the Chairman of the Nomination and Remuneration Committee was present at the previous Annual General Meeting held on 28th August, 2024, to answer the queries of the shareholders of the Company.

Stakeholders Relationship Committee:

The composition and terms of reference of the Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations. The composition of Committee is given in this Report. The Committee looks into redressing the stakeholders’ grievances / complaints.

Compliance Officer: The Company Secretary of the Company, is designated as a Compliance Officer pursuant to Regulation 6 of the Listing Regulations.

The Company has a designated E-mail ID i.e. [email protected] for the redressal of complaints / grievances of the stakeholders which is also displayed on the website of the Company.

Terms of Reference of the Committee is as described below:

1. Redressal of shareholders’ and investors’ complaints, including and in respect of:

a) Allotment, transfer of shares including transmission, splitting of shares, changing

joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

b) Issue of duplicate certificates and new certificates on split/consolidation/renewal,

etc.;

c) Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt

of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

2. Review the process and mechanism of redressal of Shareholders’ /Investor’s grievance and suggest measures of improving the system of redressal of Shareholders’ /Investors’ grievances.

Efficient transfer of shares; including review of cases for refusal of transfer /transmission of shares and debentures;

Reviewing on a periodic basis the approval/refusal of transfer or transmission of shares, debentures or any other securities;

Issue of duplicate certificates and new certificates on split/consolidation/renewal; Allotment and listing of shares;

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

5. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

6. Oversee the implementation and compliance of the Code of Conduct adopted by the Company for prevention of Insider Trading for Listed Companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

7. Any other power specifically assigned by the Board of Directors of the Company from time to time by way of resolution passed by it in a duly conducted Meeting, and

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time.

Composition, meetings and attendance:

Stakeholders Relationship Committee of the Board consists of 3 (Three) members viz. Mr.

Nishant Gandhi, as the Chairman of the Committee, Mr. Rohit Naval and Premaram Patel

as the Members of the Committee.

21. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.There has been no complaint related to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the year. The disclosures with respect to the same are as under:

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

(c) Number of cases pending for more than ninety days: Nil

22. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:

The Company is committed to upholding the rights and welfare of its women employees and has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder, as amended from time to time. All eligible women employees are provided maternity leave and other benefits in accordance with the applicable provisions of the Maternity Benefit Act, 1961. The Company has also ensured a safe and supportive working environmentin line with statutory requirements.

The Company continues to remain in full compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that there have been no instances of non-compliance or adverse findings in this regard during the financial year under review.

23. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:

The Company treats its employees as most valuable assets as it knows that without good employees the best of the business plans and ideas will fail. In today’s dynamic and continuously changing business world, it is the human assets and not the fixed or tangible assets that differentiate an organization from its competitors. Improving employee efficiency and performance has always been the top most priority for the Company. The Company also aims to align human resource practices with its business goals. The performance management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal.

24. RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT:

At present, the company has not identified any element of risk which may threaten the existence of the company. It has a comprehensive Risk Management system, which ensures that all risks are timely defined and mitigated in accordance with the Risk Management Policy.

25. VIGIL MECHANISM AND WHISTLE BLOWER:

The Board has approved and established a Vigil Mechanism and Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns and its details are explained in the Corporate Governance Report. The Company’s Vigil Mechanism and Whistle Blower Policy entitle its Directors and employees to also report the instances of leak or suspected leak of Unpublished Price Sensitive Information. The aforesaid Policy is also available on the website of the Company i.e. www.vaxfabenterprisesltd.in

26. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. The requirement of disclosing the details of the related party transactions under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in Form AOC-2 is annexed as "Annexure - B”.

In line with the provisions of the Act and Listing Regulations, the Company has formulated a Related Party Transactions Policy for determining materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Company’s website and can be accessed at: www.vaxfabenterprisesltd.in. Further, pursuant to the Listing Regulations, Related Party disclosures in compliance with the applicable Accounting Standards have been given in the Notes to the Financial Statements.

27. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

Disclosures required pursuant to the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report and appears at "Annexure 1”.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under, Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of Section 136 of the Act the said statement is available for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary and Compliance Officer of the Company.

28. LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

29. DEPOSITS:

The Company has not accepted deposits from the public during the year under review. No

deposits were outstanding at the beginning or at the closure of the financial year under review.

30. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations

obtained by them, your directors confirm:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures;

b) The Directors have 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 of the Company for that period;

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 operating effectively; and

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

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO:A. Conservation of Energy

The Company does not carry out any manufacturing operations. Hence, the particulars relating to conservation of energy as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.

B. Technology Absorption

The Company has not undertaken any manufacturing operations and therefore, the particulars relating to technology absorption are not applicable. However, the Company

continues to explore and use the latest available technology and digital platforms to improve its trading operations, supply chain efficiency and customer services.

C. Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil

32. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, compliance report on requirement of corporate governance is not applicable to the Company.

33. LISTING OF SHARES OF THE COMPANY

The equity shares of the Company are actively traded on BSE Limited.

34. SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year under review.

35. GENERAL:

I. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

II. There was no instance of onetime settlement with any Bank or Financial Institution.

III. The details about the policy developed and implemented by the company on corporate social responsibility initiatives taken during the year.

37. ACKNOWLEDGEMENT:

Your directors express their sincere gratitude for the assistance and cooperation extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers, Customers and Stakeholders. Your directors also wish to place on record their appreciation of the contribution made by the employees at their level towards achievements of the Companies goals.

---

Mar 31, 2024

Your Directors hereby present the 41^st Board’s Report on the Business and Operations of the
Company together with the Audited Financial Statements along with the Auditor’s Report for the
Financial Year ended on 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the Financial Year ended on 31^st March, 2024 is
summarized as below:

(Rs. in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	914.39	1675.29
Other Income	14.21	0.00
Total Income	928.60	1675.29
T otal Expenses	916.07	1630.27
Profit / Loss Before Exceptional and Extra Ordinary Items and Tax	12.53	45.02
Exceptional and Extra Ordinary Items	430.77	0.00
Profit / Loss Before Tax	(418.24)	45.02
Tax Expense: Current Tax	2.27	11.58
Deferred Tax	(63.52)	0.00
Profit / Loss for the Period / After Tax	(356.99)	33.44
Earnings Per Share (EPS)
Basic	(4.25)	1.70
Diluted	(4.25)	1.70

2. OPERATIONS:

Total revenue from operations for Financial Year 2023-24 is Rs. 928.60 Lakhs compared to the
total revenue from operations of Rs. 1,675.29 Lakhs of previous Financial Year. The Company has
incurred Loss before tax for the Financial Year 2023-24 of Rs. 418.24 Lakhs as compared to Profit
of Rs. 45.02 Lakhs of previous Financial Year. Net Loss after Tax for the Financial Year 2023-24 is
Rs. 356.99 Lakhs as against Net Profit of Rs. 33.44 Lakhs of previous Financial Year.

The Directors are continuously looking for the new avenues for future growth of the Company and
expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2023-24 there was no changes in nature of Business of the Company.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31,
2024 is available on the Company’s website at www.vaxfabenterprisesltd.in.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

The authorised Equity share capital of the Company as on 31^st March, 2024 is Rs.

9.00. 00.000/- (Rupees Nine Crores Only) divided into 90,00,000 (Ninety Lakhs) Equity Shares
of Rs. 10/- (Rupees Ten Only) each.

The authorised preference share capital of the Company as on 31^st March, 2024 is Rs.

30.00. 000/- (Rupees Thirty Lakhs Only) divided into 3,00,000 (Three Lakhs) Preference share
of Rs. 10/- (Rupees Ten Only) each.

B. PAID-UP SHARE CAPITAL:

The paid-up Equity share capital of the Company as on 31^st March, 2024 is Rs. 8,40,00,000/-
(Rupees Eight Crore Forty Lakhs Only) divided into 84,00,000 (Eighty Four Lakhs) equity
shares of Rs. 10/- (Rupees Ten Only).

The paid-up Preference share capital of the Company as on 31^st March, 2023 is Rs. 26,00,000/-
(Rupees Twenty Six Lakhs Only) divided into 2,60,000 (Two Lakhs Sixty Thousand)
preference share of Rs. 10/- (Rupees Ten Only).

6. CHANGE OF REGISTERED OFFICE OF THE COMPANY:

Registered office of the Company is changed from Survey No.229 Paiki, Plot No.2 Nr Gandhi Estate,
B/h Ashopalav Hotel, Narol, Ahmedabad, Gujarat - 382 405 to F6 -603, The Palace, Surat (M Corp
OG) (Part), Surat City, Parvat Patia, Surat, Choryasi, Gujarat - 395 010 w.e.f. 7^th May, 2024.

7. DIVIDEND:

To conserve the resources for future prospect and growth of the Company, your directors do not
recommend any dividend for the Financial Year 2023-24 (Previous year - Nil).

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (“IEPF”). During the year under review, there was no unpaid or unclaimed dividend in the
“Unpaid Dividend Account” lying for a period of seven years from the date of transfer of such
unpaid dividend to the said account. Therefore, there were no funds which were required to be
transferred to Investor Education and Protection Fund.

9. TRANSFER TO RESERVES:

The loss of the Company for the Financial Year ending on 31^st March, 2024 is transferred to profit
and loss account of the Company under Reserves and Surplus.

10. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:

There have been no material changes and commitments, which affect the financial position of the
Company which have occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:

There are no significant material orders passed by the Regulators or Courts or Tribunal, which
would impact the going concern status of the Company and its future operation.

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Directors of the Company met at regular intervals at least once in a quarter with the gap
between two meetings not exceeding 120 days to take a view of the Company’s policies and
strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 8 (Eight) times viz. 2^nd May, 2023,
11^th May, 2023, 17^th May, 2023, 5^th August, 2023, 18^th August, 2023, 1^st September, 2023, 8^th
November, 2023 and 7^th February, 2024.

13. DIRECTORS RESPONSIBILITYSTATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act,
2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the
applicable accounting standards read with requirements set out under Schedule III to the Act,
have been followed and there are no material departure from the same;

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 financial year and of the profit of the Company
for the financial year ended on 31^st March, 2024.

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 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;

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

14. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of section 135 of the Companies Act, 2013 is not applicable to your Company as the
Company does not fall under the criteria limits mentioned in the said section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

15. EXPLANATIONS / COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION
OR ADVERSE REMARK OR DISCLAIMER MADE:

i. Auditors'' Report:

The observations of the Statutory Auditor, when read together with the relevant notes to the
accounts and accounting policies are self-explanatory and do not calls for any further comment.

ii. Secretarial Auditor''s Report:

The observation of the Secretarial Auditor, as per Secretarial Report i.e. MR-3 are self-explanatory
and do not calls for any further comment.

16. PARTICULARS OF LOANS, GUARANTEES, SECURITIES COVERED OR INVESTMENTS MADE
UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The details of loans, investment, guarantees and securities covered under the provisions of section
186 of the Companies Act, 2013 are provided in the financial statement.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All transactions to be entered by the Company with related parties will be in the ordinary -Course
of business and on an arm’s length basis. Further, Particulars of contract or arrangement with
related parties referred to in section 188(1) of the Companies Act, 2013 read with Rule 8(2) of the
Companies (Accounts) Rules, 2014, in Form No. AOC-2 is enclosed herewith as Annexure I.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 and Schedule V
of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral
part of this Report, and provides the Company’s current working and future outlook as per
Annexure - II.

19. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place adequate internal financial controls with reference to financial
statement across the organization. The same is subject to review periodically by the internal audit
cell for its effectiveness. During the financial year, such controls were tested and no reportable
material weaknesses in the design or operations were observed. The Statutory Auditors of the
Company also test the effectiveness of Internal Financial Controls in accordance with the requisite
standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor’s
report.

Internal Financial Controls are an integrated part of the risk management process, addressing
financial and financial reporting risks. The internal financial controls have been documented,
digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management
reviews, control self-assessment, continuous monitoring by functional experts. We believe that
these systems provide reasonable assurance that our internal financial controls are designed
effectively and are operating as intended.

During the year, no reportable material weakness was observed.

20. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Balance at the beginning of the year	61.79
2.	Securities Premium account	714
3.	Current Year’s Profit / Loss	(356.99)
Total		418.80

21. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK
MANAGEMENT POLICY OF THE COMPANY:

The Company has framed formal Risk Management framework for risk assessment and risk
minimization for Indian operation which is periodically reviewed by the Board of Directors to
ensure smooth operations and effective management control. The Audit Committee also reviews
the adequacy of the risk management frame work of the Company, the key risks associated with the
business and measures and steps in place to minimize the same.

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption etc. as required to be given under
section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014, is
not given as the Company has not taken any major step to conserve the energy etc.

There were no foreign exchange earnings or outgo during the year under review.

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2023-24	F.Y. 2022-23
1.	Foreign exchange earnings	Nil	Nil
2.	CIF value of imports	Nil	Nil
3.	Expenditure in foreign currency	Nil	Nil
4.	Value of Imported and indigenous Raw Materials, Spare-parts and Components Consumption	Nil	Nil

23. POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION:

The Remuneration policy is directed towards rewarding performance based on review of
achievements on a periodical basis. The remuneration policy is in consonance with the existing
industry practice and is designed to create a high-performance culture. It enables the Company to
attract, retain and motivate employees to achieve results. The Company has made adequate
disclosures to the members on the remuneration paid to Directors from time to time. The
Company''s Policy on director''s appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under
Section 178 (3) of the Act is available on the website of the Company at

www.vaxfabenterprisesltd.in.

24. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT
VENTURES:

The Company has an Associate Company till quarter ended 30^th June, 2023 i.e. Vaxtex Cotfab
Limited. The Company has complied with all compliance related to its Associate Company.

25. SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). The Company has devised proper
systems to ensure compliance with its provisions and is in compliance with the same.

26. REPORTING OF FRAUDS BY THE AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to
the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud
committed against the Company by its officers or employees, the details of which would need to be
mentioned in the Board''s Report.

27. STATE OF COMPANY''S AFFAIRS:

Management Discussion and Analysis Report for the year under review, as stipulated in Regulation
34(2)(e) of SEBI Listing Regulations is given as a separate part of the Annual Report. It contains a
detailed write up and explanation about the performance of the Company.

28. STATEMENT ON ANNUAL EVALUATION OF BOARD''S PERFORMANCE:

The Board evaluated the effectiveness of its functioning, that of the Committees and of individual
Directors, pursuant to the provisions of the Act and SEBI Listing Regulations. The Board sought the
feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring
corporate governance practices, participation in the long-term strategic planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with each Independent Director and the
Chairman of the Nomination and Remuneration Committee had one-on-one meetings with each
Executive and Non-Executive, Non-Independent Directors. These meetings were intended to obtain
Directors'' inputs on effectiveness of the Board/ Committee processes.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole, and the Chairman of the Company was evaluated, taking into account the views
of Executive Directors and Non-Executive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual
directors and the Board as a whole.

In the Board meeting that followed the meeting of the independent directors and the meeting of
Nomination and Remuneration Committee, the performance of the Board, its committees, and
individual directors was discussed.

The evaluation process endorsed the Board Members'' confidence in the ethical standards of the
Company, the resilience of the Board and the Management in navigating the Company during
challenging times, cohesiveness amongst the Board Members, constructive relationship between
the Board and the Management, and the openness of the Management in sharing strategic
information to enable Board Members to discharge their responsibilities and fiduciary duties.

The Board carried out an annual performance evaluation of its own performance and that of its
committees and individual directors as per the formal mechanism for such evaluation adopted by
the Board. The performance evaluation of all the Directors was carried out by the Nomination and
Remuneration Committee.

The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a
whole was carried out by the Independent Directors. The exercise of performance evaluation was
carried out through a structured evaluation process covering various aspects of the Board
functioning such as composition of the Board & committees, experience & competencies,
performance of specific duties & obligations, contribution at the meetings and otherwise,
independent judgment, governance issues etc.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of
the Directors individually as well as evaluation of the working of the Board by way of individual
feedback from directors.

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

29. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES:

A. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of Company’s Code of Conduct or Ethics Policy.

B. BUSINESS CONDUCT POLICY:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the policy. The objective of the policy is to conduct the business in an

honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

30. PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the
Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the
Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the
financial year 2023-24.

31. LOAN FROM DIRECTOR / RELATIVE OF DIRECTOR:

During the year under review, the Company has not entered into any materially significant related
party transactions which may have potential conflict with the interest of the Company at large.
Suitable disclosures as required are provided in AS-18 which is forming the part of the notes to
financial statement.

32. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Directors and Key Managerial Personnel of the Company are summarized below:

Sr. No.	Name	Designation	DIN
1.	Devi Singh1	Managing Director	09528536
2.	Premaram Patel	Independent Director	09324872
3.	Chinu Kalal	Independent Director	09568622
4.	Vishnudatt Gupta2	Non-Executive Director	00404749
5.	Mukesh Kapuriya3	CFO	CDNPK1127L
6.	Yash Chauhan4	Non-Executive Director and CFO	09754778
7.	Komal Jain5	Company Secretary	ALTPJ9661L
8.	Disha Barot6	Company Secretary	FXWPS7424C
9.	Rohit Naval7	Managing Director	10542718
10.	Keshav Mahija7	Non-Executive Director	10542719

¹ Mr. Devi Singh has resigned from the post of Managing Director w.e.f. 23^rd April, 2024.

². Mr. Vishnudatt Gupta has resigned from the post of Non-Executive Director w.e.f. 23^rd April, 2024.

³. Mr. Mukesh Kapuriya had been appointed as Chief Financial Officer of the Company w.e.f. 2^nd May, 2024.

⁴. Mr. Yash Chauhan has resigned from the post of Chief Financial Officer of the Company w.e.f. 2^nd May, 2024.

⁵. Ms. Komal Jain has resigned from the post of Company Secretary of the Company w.e.f. 17^th May, 2023.

⁶. Ms. Disha Barot has been appointed as Company Secretary of the Company w.e.f. 18^th August, 2023.

⁷. Mr. Rohit Naval and Mr. Keshav Makhija has been appointed as Managing Director and Non-Executive Director of the
Company w.e.f. 15^th April, 2024.

Apart from the above changes, there were no other changes in the composition of the Board of
Directors of the Company during the Financial Year 2023-24 and till the date of Board''s Report.

As per Companies Act, 2013, the Independent Directors are not liable to retire by rotation.

33. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Premaram Patel and Ms. Chinu Kalal, Independent Directors of the Company have confirmed to
the Board that they meet the criteria of Independence as specified under Section 149 (6) of the
Companies Act, 2013 and they qualify to be Independent Director. They have also confirmed that
they meet the requirements of Independent Director as mentioned under Regulation 16 (1) (b) of
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The confirmations were
noted by the Board.

34. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, quarterly compliance report on requirement Corporate Governance is not applicable to the
Company.

35. DEPOSITS:

As per Section 73 of the Companies Act, 2013, the Company has neither accepted nor
renewed any deposits during the financial year. Hence, the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.

36. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has
carried the evaluation of its own performance, performance of Individual Directors, Board
Committees, including the Chairman of the Board on the basis of attendance, contribution towards
development of the Business and various other criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committees, experience and expertise, performance of specific duties and obligations etc. were
carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

In a separate meeting of Independent Directors, the performances of Executive and Non - Executive
Directors were evaluated in terms of their contribution towards the growth and development of
the Company. The achievements of the targeted goals and the achievements of the expansion plans
were too observed and evaluated, the outcome of which was satisfactory for all the Directors of the
Company.

37. AUDITORS:

A. Statutory Auditor:

M/s. SSRV & Associates., Chartered Accountants, Maharashtra, (Firm Registration No.
135901W), were appointed as the Statutory Auditors of the Company for the period of 5
(Five) consecutive years from the conclusion of 39^th Annual General Meeting held in the year
2022 till the conclusion of 44^th Annual General Meeting of the Company to be held in the
year 2027.

The Auditor’s report for the Financial Year ended 31^st March, 2024 has been issued with an
unmodified opinion, by the Statutory Auditor.

B. Secretarial Auditor:

The Board of Directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
has appointed Mr. Jay Pandya, Proprietor of M/s. Jay Pandya & Associates, Company
Secretaries, as a Secretarial Auditor of the Company to conduct Secretarial Audit for the
Financial Year 2023-24.

The Secretarial Audit Report for the Financial Year 2023-24 is annexed herewith as
Annexure - III in Form MR-3. There are no adverse observations in the Secretarial Audit
Report which call for explanation.

C. Internal Auditor:

The Board of directors has appointed M/s. Umesh Khese & Co., Chartered Accountants,
Ahmedabad as the internal auditor of the Company. The Internal Auditor conducts the
internal audit of the functions and operations of the Company and reports to the Audit
Committee and Board from time to time.

38. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated
below, was held on 2^nd May, 2023, 11^th May, 2023, 5^th August, 2023, 8^th November, 2023 and
7^th February, 2024 the attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Premaram Patel	Chairman	5	5
Ms. Chinu Kalal	Member	5	5
Mr. Devi Singh1	Member	5	5
Mr. Rohit Naval2	Member	0	0

¹ Mr. Devi Singh has resigned as Member of Audit Committee w.e.f. 23^rd April, 2024.

². Mr. Rohit Naval had been appointed as Member of Audit Committee w.e.f. 15^th April, 2024.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of the members of the Nomination and Remuneration
committee, as tabulated below, was held on 11^th May, 2023 and 18^th August, 2023 and the
attendance records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Premaram Patel	Chairperson	2	2
Ms. Chinu Kalal	Member	2	2
Mr. Yash Chauhan1	Member	1	1
Mr. Vishnudatt Gupta2	Member	NA	NA
Mr. Keshav Makhija3	Member	0	0

¹ Mr. Yash Chauhan had resigned from the post of Member of the Nomination ana Remuneration Committee w.e.f
2^nd May, 2023.

². Mr. Vishnudatt Gupta had resigned from the post of Member of the Nomination and Remuneration Committee
w.e.f 23^rd April, 2024.

³. Mr. Keshav Makhija has been appointed as Member of the Nomination and Remuneration Committee w.e.f 15^th
April, 2024.

C. Composition of Stakeholders'' Relationship Committee:

During the year under review, meetings of members of Stakeholders’ Relationship committee
as tabulated below, was held on 5^th August, 2023 and 1^st September, 2023 and the attendance
records of the members of the Committee are as follows:

Name	Status	No. of the Committee Meetings entitled	No. of the Committee Meetings attended
Mr. Keshav Makhija1	Chairman	NA	NA
Mr. Premaram Patel	Member	2	2
Mr. Devi Singh2	Member	2	2
Ms. Chinu Kalal	Member	2	2

¹ Mr. Keshav Makhija had been appointed as Chairman of the Stakeholders'' Relationship Committee w.e.f. 15^th
April, 2024.

². Mr. Devi Singh has resigned resigned from the post of Chairman of the Stakeholders’ Relationship Committee
w.e.f. 23r^d April, 2024.

39. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has always been committed to provide a safe and conducive work environment to its
employees. Your Directors further state that during the year under review there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the
Company.

40. INDUSTRIAL RELATIONS:

The Directors are pleased to report that the relations between the employees and the management
continued to remain cordial during the year under review.

41. MAINTENANCE OF COST RECORDS:

According to information and explanation given to us, the Central Government has not prescribed
maintenance of cost records under section 148(1) of the Act in respect of activities carried out by
the Company.

42. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code 2016.

43. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE AVAILING LOAN FROM
THE BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one time settlement of Loans taken from Banks
and Financial Institutions.

44. ACKNOWLEDGEMENTS:

Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions,
Suppliers, Customers and other business associates who have extended their valuable sustained
support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of the
Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board of

F6 -603, The Palace, Surat (M Vaxfab Enterprises Limited

Corp OG) (Part), Surat City,

Parvat Patia, Surat, Choryasi,

Gujarat, India, 395010

Sd/- Sd/-

Rohit Naval Keshav Makhija

Place: Surat Managing Director Director

Date: 6^th August, 2024 DIN: 10542718 DIN: 10542719