Directors Report of Vaxtex Cotfab Ltd.

Mar 31, 2025

Your Directors are pleased to present the 20^th 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, 2025.

1. FINANCIAL RESULT:

The financial performance of the Company for the Financial Year ended on 31^st March, 2025 and
for the previous Financial Year ended on 31^st March, 2024 is given below:

Particulars	2024-25	2023-24
Revenue from Operations	525.33	1,662.03
Other Income	112.90	43.92
Total Income	638.23	1,705.95
Total Expenses	597.07	2,589.36
Profit Before Exceptional and Extra Ordinary Items and Tax	41.16	(883.41)
Exceptional Items	-	-
Profit / Loss Before Tax	41.16	(883.41)
Tax Expense: Current Tax	2.45	0
Tax Adjustment of Earlier Years	(4.70)	0
Deferred Tax	(44.95)	0
Total Tax expense	(47.20)	0
Profit / Loss for the Period	88.36	(883.41)
Earnings Per Share (EPS)
Basic	0.048	(0.556)
Diluted	0.048	(0.556)

2. OPERATIONS

The total Income for Financial Year 2024-25 was Rs. 638.23 Lakhs compared to the total Income
of Rs. 1705.95 Lakhs for previous Financial Year 2023-24. The Company has incurred Profit
before tax for Financial Year 2024-25 of Rs. 41.16 Lakhs as compared to Loss before tax of Rs.
883.41 Lakhs for previous Financial Year. The Net Profit after tax for the Financial Year 2024-25
is Rs. 88.36 Lakhs as compared to Net Loss after tax of Rs. 883.41 Lakhs as compared for
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

There is no change in the nature of business during the year under review.

4. WEBLINK OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31^st
March 2024 is available on the Company''s website at www.vaxtexcotfabltd.com.

5. SHARE CAPITAL:

A. AUTHORISED SHARE CAPITAL:

• The authorized share capital of the Company as on 31^st March, 2025 is Rs.
19,00,00,000/- (Rupees Nineteen Crores Only) divided into 19,00,00,000 (Nineteen
Crores) Equity shares of Re. 1/- (Rupee One Only) each.

B. PAID-UP SHARE CAPITAL:

• The paid-up share capital of the Company as on 31^st March, 2025 is Rs. 18,37,52,220/-
(Rupees Eighteen Crores Thirty-Seven Lakhs Fifty-Two Thousand Two hundred and
Twenty Only) divided into 18,37,52,220 (Eighteen Crores Thirty-Seven Lakhs Fifty-
Two Thousand Two hundred and Twenty Only) Equity shares of Re. 1/- (Rupee One
Only) each.

6. DIVIDEND:

To conserve resources for future prospect and growth of the Company, your Directors regret to
declare any dividend for the Financial Year 2024-25 (Previous Year - Nil).

7. 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.

8. TRANSFER TO RESERVES:

The profit of the Company for the Financial Year ending on 31^st March, 2025 is transferred to
profit and loss account of the Company under Reserves and Surplus.

9. 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:

Pursuant to Regulation 30 of SEBI (listing Obligations and Disclosure Requirements) Regulations,
2015(LODR) and in accordance with the requirements of sub-clause 16 of Clause A of Part A of
Schedule III of LODR, we hereby intimate that our Company has been reinstated in Corporate
Insolvency Resolution Process under section 9 of the Code vide order dated 9^th May, 2024 and
delivered on 10^th May, 2024 by the Hon''ble National Company Law Appellate Tribunal,
Ahmedabad.

The Company is no longer under the Corporate Insolvency Resolution Process (CIRP) under IBC,
2016, and is fully operational under the management of its Board of Directors.

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

The Hon''ble National Company Law Appellate Tribunal, Ahmedabad, Company is no longer under
the Corporate Insolvency Resolution Process (CIRP) under IBC, 2016, and is fully operational
under the management of its Board of Directors.

11. BOARD MEETINGS:

The Directors of the Company met at regular intervals at least once in a quarter within 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 11 (Eleven) times viz. 17^th May,
2024, 30^th May, 2024, 6^th July, 2024, 13^th August, 2024, 5^th September, 2024, 3^rd October, 2024, 9^th
November, 2024, 7^th February, 2025, 8^th February, 2025, 7^th March, 2025 and 15^th March, 2025.

12. DIRECTORS RESPONSIBILITY STATEMENT:

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, 2025 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, 2025;

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.

13. 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.

14. 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.

15. PARTICULARS OF LOANS GIVEN. GUARANTEES GIVEN. INVESTMENTS MADE AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

During the year Company has made investments under the provisions of section 186 of the
Companies Act, 2013 and disclosures for the said investment is provided in the notes to
financial statement.

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

During the year under review, all the Related Party Transactions were entered at arm''s length
basis and in the ordinary course of business and were in compliance with the applicable
provisions of the Act and the Listing Regulations.

Pursuant to Section 188 of the Act read with rules made thereunder and Regulation 23 of the
Listing Regulations, all Material Related Party Transactions (“material RPTs”) require prior
approval of the shareholders of the Company vide ordinary resolution.

The Company has formulated and adopted a policy on dealing with related party transactions, in
line with Regulation 23 of the Listing Regulations, which is available on the website of the
Company at www.vaxtexcotfabltd. com.

As a part of the mandate under the Listing Regulations and the terms of reference, the Audit
Committee undertakes quarterly review of related party transactions entered into by the
Company with its related parties. Pursuant to Regulation 23 of Listing Regulations and Section
177 of the Act, the Audit Committee has granted omnibus approval in respect of transactions
which are repetitive in nature, which may or may not be foreseen, not exceeding the limits
specified thereunder. The transactions under the purview of omnibus approval are reviewed on
quarterly basis by the Audit Committee. Pursuant to Regulation 23(9) of the Listing Regulations,
your Company has filed the disclosures on Related Party Transactions in prescribed format with
the Stock Exchanges.

Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014,
the details of contracts/arrangements entered with related parties in prescribed Form AOC-2, is
annexed herewith as “Annexure I” to this Report.

17. RESERVES & SURPLUS:

Sr. No.	Particulars	Amount
1.	Retained earning at the beginning of the year	(1,473.20)
2.	Current Year''s Profit	88.36
3.	Other Adjustments	(133.39)
4.	Amount of Securities Premium and other Reserves	1,514.73
Total		(3.50)

18. 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.

19. 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.

Export revenue constituted 0 % of the total revenue in FY 2024-25:

Sr. No.	Foreign exchange earnings and outgo	F.Y. 2024¬ 25	F.Y. 2023¬ 24
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

20. 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.vaxtexcotfabltd.com.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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”.

22. DISCLOSURES RELATING TO HOLDING. SUBSIDIARY. ASSOCIATE COMPANY AND IOINT
VENTURES:

The Company does not have any Holding / Subsidiary/Associate Company and Joint Venture.

23. 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.

24. 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.

25. 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.

26. 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 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.

27. 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 behaviour, 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.

28. 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 2024-25.

29. 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.

30. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Mithleshkumar M Agrawal1	Managing Director	03468643
2.	Mr. Aakash Rajeshbhai Thakor2	Managing Director	07960192
3.	Mr. Pratapsingh Bhoorsingh Zala	Chief Financial Officer	AACPZ3621J
4.	Mr. Pranav Manoj Vajani	Independent Director	09213749
5.	Ms. Ziral Soni3	Independent Director	09213763
6.	Mr. Digesh Mansukhlal Deshaval4	Independent Director	09218553
7.	Mr. Kunjal Jayantkumar Soni5	Independent Director	08160838
8.	Ms. Hardika Ladha6	Independent Director	10942355
9.	Mr. Devi Singh7	None-executive Director	09528536
10.	Mr. Harsh Mahendrakumar Kothari8	Independent Director	09310696
11.	Mr. Ravi Jitendra Modi9	Independent Director	10932249
10.	Mr. Anand Lohia10	Company Secretary	ACNPL3538M
11.	Ms. Vibha Chopra11	Company Secretary	DWJPS6446C
12.	Ms. Shrasti Dubey12	Company Secretary	DRSPD1109P

¹ Mr. Mithleshkumar M Agrawal had resigned from the post of Managing Director of the Company w.e.f. 7^th March, 2025.

² Mr. Aakash Rajeshbhai Thakor has changed his designation from Non-executive Director to the Managing Director of Company
w.e.f. 7^th March, 2025.

³. Ms. Ziral Soni had resigned from the post of Non-executive and Independent Director of the Company w.e.f. 7^th February, 2025.

⁴ Mr. Digesh Mansukhlal Deshaval had resigned from the post of Non-executive and Independent Director of the Company w.e.f. 1^st
February, 2025.

⁵. Mr. Kunjal Jayantkumar Soni had resigned from the post of Non-executive and Independent Director of the Company w.e.f. 7^th
February, 2025.

⁶ Ms. Hardika Ladha has been appointed as an Additional Non-executive Independent Director of the Company w.e.f. 8^th February,
2025 and regularized by the shareholders on 5^th May, 2025.

⁷ Mr. Devi Singh has been appointed as an Additional Non-executive Non-Independent Director of the Company w.e.f. 7^th March,
2025 and regularized by the shareholders on 5^th May, 2025.

⁸. Mr. Harsh Mahendrakumar Kothari has been appointed as an Additional Non-executive Independent Director of the Company
w.e.f. 4^th June, 2025.

⁹ Mr. Ravi Jitendra Modi has been appointed as an Additional Non-executive Independent Director of the Company w.e.f. 4^th June,
2025.

¹⁰. Mr. Anand Lodha has been appointed as Company Secretary of the Company w.e.f. 17^th May, 2025 and had resigned from the post
of Company Secretary of the Company w.e.f. 12^th September, 2024.

¹¹ Ms. Vibha Chopra has been appointed as Company Secretary of the Company w.e.f. 3^rd October, 2024 and had resigned from the
post of Company Secretary of the Company w.e.f. 16^th December, 2024.

¹² Ms. Shrasti Dubey has been appointed as Company Secretary of the Company w.e.f. 7^th March, 2025.

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 2024-25 and till the date of Board''s Report.

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

31. DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Pranav Manoj Vajani, Mr. Harsh Mahendrakumar Kothari, Mr. Ravi Jitendra Modi, and Ms.
Hardika Ladha, 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 Directors. 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.

32. CORPORATE GOVERNANCE:

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate regarding
compliance with the conditions of Corporate Governance are appended to the Annual Report as
Annexure III.

33. 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.

34. 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 i.e. held on Thursday, 5^th September, 2024, 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.

35. AUDITORS AND THEIR REPORT:

A. Statutory Auditor:

M/s. SSRV & Associates, Chartered Accountants, Mumbai, (FRN: 135901W) were appointed as
Statutory Auditor of the Company.

The report issued by Statutory Auditors for financial year 2024-25 does not contain any
qualifications or adverse remarks. The Statutory Auditors have not reported any frauds under
Section 143(12) of the Act.

Maintenance of cost records as specified under Companies Act, 2013 is not applicable to the
Company.

The Auditor''s report for the Financial Year ended 31^st March, 2025 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, Practicing Company
Secretaries, Ahmedabad (FRN: S2024GJ963300) as a Secretarial Auditor of the Company to
conduct Secretarial Audit for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024-25 is annexed herewith as Annexure -
IV in Form MR-3.

The report of the Secretarial auditor has not made any adverse remark in their Audit Report.

C. Internal Auditor:

The Board of directors has appointed M/s. Umesh Khese & Co., Chartered Accountants,
Ahmedabad, as the internal auditor of the Company for the Financial Year 2024-25. 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.

36. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 30^th May, 2024, 6^th July, 2024, 13^th August, 2024, 9^th November, 2024 and 7^th February,
2025 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. Pranav Manoj Vajani1	Member	5	5
Ms. Ziral Soni2	Member	5	5
Mr. Aakash Rajeshbhai Thakor	Member	5	5
Ms. Hardika Ladha3	Chairman	0	0

¹ Mr. Pranav Manoj Vajani has changed his designation from Chairman to the Member of the Committee w.e.f. 8^th February, 2025.

² Ms. Ziral Soni had resigned from the post of member of the Committee w.e.f. 7^th February, 2025.

³ Ms. Hardika Ladha has been appointed as Chairman of the Committee w.e.f. 8^th February, 2025.

During the year all the recommendations made by the Audit Committee were accepted by the
Board.

? Composition of Audit Committee as on Date of Report:

Audit Committee was reconstituted on 5^th August, 2025. Hence, Committee Composition as on
date of report is stated as below:

Name	Status
Ms. Hardika Ladha	Chairperson
Mr. Ravi Jitendra Modi	Member
Mr. Aakash Rajeshbhai Thakor	Member

During the year under review, meetings of members of Nomination and Remuneration Committee
as tabulated below, was held on 17^th May, 2024, 3^rd October, 2024, 8^th February, 2025 and 7^th
March, 2025 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. Pranav Manoj Vajani1	Member	4	4
Ms. Ziral Soni3	Member	2	2
Mr. Aakash Rajeshbhai Thakor2	Member	3	3
Ms. Hardika Ladha4	Chairman	2	2
Mr. Devi Singh5	Member	1	1

¹ Mr. Pranav Manoj Vajani has changed his designation from Chairman to the Member of the Committee w.e.f. 8^th February, 2025.

² Mr. Aakash Rajeshbhai Thakor had resigned from the post of member of the Committee w.e.f. 7^th March, 2025.

³ Ms. Ziral Soni had resigned from the post of member of the Committee w.e.f. 7^th February, 2025.

⁴ Ms. Hardika Ladha has been appointed as Chairman of the Committee w.e.f. 8^th February, 2025.

⁵. Mr. Devi Singh has been appointed as Chairman of the Committee w.e.f. 7^th March, 2025.

? Composition of Nomination and Remuneration Committee as on Date of Report:

Nomination and Remuneration Committee was reconstituted on 5^th August, 2025. Hence,
Committee Composition as on date of report is stated as below:

Name	Status
Ms. Hardika Ladha	Chairperson
Mr. Ravi Jitendra Modi	Member
Mr. Devi Singh	Member

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 September, 2024 and 8^th February, 2025 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. Aakash Rajeshbhai Thakor1	Chairman	2	2
Ms. Ziral Soni2	Member	1	1
Mr. Pranav Vajani	Member	2	2
Ms. Hardika Ladha3	Member	1	1
Mr. Devi Singh4	Chairman	0	0

¹ Mr. Aakash Rajeshbhai Thakor had resigned from the post of member of the Committee w.e.f. 7^th March, 2025.

². Ms. Ziral Soni had resigned from the post of member of the Committee w.e.f. 7^th February, 2025

³. Ms. Hardika Ladha has been appointed as Chairman of the Committee w.e.f. 8^th February, 2025.

⁴ Mr. Devi Singh has been appointed as Chairman of the Committee w.e.f. 7^th March, 2025.

? Composition of Stakeholders Relationship Committee as on Date of Report:

Stakeholders Relationship Committee was reconstituted on 5^th August, 2025. Hence, Committee
Composition as on date of report is stated as below:

Name	Status
Mr. Devi Singh	Chairperson
Mr. Ravi Jitendra Modi	Member
Ms. Hardika Ladha	Member

37. 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.

38. 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

39. MAINTENANCE OF COST RECORDS:

The provisions relating to maintenance of cost records as specified by the Central Government
under sub-section (1) of section 148 of the Companies Act, 2013, are not applicable to the
Company and accordingly such accounts and records are not required to be maintained.

40. DEMATERIALISATION OF EQUITY SHARES:

As per direction of the SEBI, the shares of the Company are under compulsory demat form. The
Company has established connectivity with both the Depositories i.e., National Securities
Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) and the
Demat activation number allotted to the Company is ISIN: INE098201036. Presently shares are
held in electronic and physical mode.

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

During the year under review, The Hon''ble National Company Law Tribunal, Ahmedabad Division
Bench (“NCLT”) had vide its order dated 4^th January, 2024 admitted the application for the
initiation of the corporate insolvency resolution process (“CIRP”) of Corporate Debtor
(“Admission Order”) in terms of the Insolvency and Bankruptcy Code 2016 read with the rules
and regulations framed there under as amended from time to time (“Code”). Accordingly pursuant
to the provisions of Section 17 of the IBC the powers of the Board of Directors of the Corporate
Debtor suspended and such powers shall be vested with Mr. Sunil Kumar Kabra having
registration number as IBBI/IPA-001/IP-P01011/2017-2018/11662, appointed as the
Insolvency Resolution Professional (the IRP or Interim Resolution Professional) and later on
Committee of Creditors (CoC) approved the appointment of Mr. Sunil Kumar Kabra, the IRP as
Resolution Professional (RP).

The Hon''ble National Company Law Tribunal, Ahmedabad Bench, has passed the order dated 21^st
October, 2024 to replace CA. Sunil Kumar Kabra with CA. Chandra Prakash Jain as the Resolution
Professional having registration number as IBBI/IPA-001/IP-P00147/2017- 20118/10311 as
Resolution Professional (RP).

The Company is no longer under the Corporate Insolvency Resolution Process (CIRP) under IBC,
2016, and is fully operational under the management of its Board of Directors.

42. 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.

43. 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

J-03 (GF to 4^th Floor) Tejendra Vaxtex Cotfab Limited

Arcade, Nr, Ganjifarak Mill
Compound, Nr. Rakhial Char Rasta,

Rakhial, Ahmedabad - 380 023

Sd/- Sd/-

^Place: Ahmedabad Devi Singh Aakash Rajeshbhai Thakor

^Date: 5th August ²⁰²⁵ Director Managing Director

DIN:09528536 DIN:07960192

---

Mar 31, 2024

The Resolution Professional, appointed by the Hon’ble National Company Law Tribunal,
Ahmedabad Division Bench (“NCLT”), in whom the powers of the Board of Directors are
vested, presents the 19^th Annual Report of the Company together with the Audited Financial
Statements of the Company for the Financial Year ended March 31, 2024.

Since the Company is under Corporate Insolvency Resolution Process (CIRP) as per Section
17 of the Insolvency & Bankruptcy Code from the date of appointment of the Resolution
Professional:

a) the management of the affairs of the company shall vest in the Resolution
Professional.

b) the powers of the Board of Directors of the company shall stand suspended and be
exercised by the Resolution Professional.

c) the officers and managers of the company shall report to the Resolution Professional
and provide access to such documents and records of the company as may be
required by the Resolution Professional.

d) the financial institutions maintaining accounts of the company shall act on the
instructions of the Resolution Professional in relation to such accounts and furnish all
information relating to the company available with them to the Resolution
Professional.

1. FINANCIAL RESULT

The financial performance of the Company for the Financial Year ended on 31^st March,

2024 and for the previous Financial Year ended on 31^st March, 2023 is given below:

fRc in I athcl

Particulars	2023-24	2022-23
Revenue from Operations	1,662.03	7,562.15
Other Income	52.59	89.19
Total Income	1,714.62	7,651.34
Total Expenses	2,598.03	7,690.86
Profit / Loss Before Tax	(883.41)	115.89
Tax Expense:
Current Tax	0	2.69
Deferred Tax	0	0
T otal T ax expense	0	2.69
Profit / Loss for the Period	(883.41)	113.20
Earnings Per Share (EPS)
Basic	-0.59	0.11
Diluted	-0.59	0.11

2. OPERATIONS

Total revenue for Financial Year 2023-24 is Rs. 1,714.62 Lakhs compared to the total
revenue of Rs. 7651.34 Lakhs of previous Financial Year. The Company has incurred Loss
before tax for the Financial Year 2023-24 of Rs. 883.41 Lakhs as compared to Profit
before tax of Rs. 115.89 Lakhs of previous Financial Year. Net Loss after Tax for the
Financial Year 2023-24 is Rs. 883.41 Lakhs as against Net Profit after tax of Rs. 113.20
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

There is no change in the nature of business during the year under review.

4. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on
31^st March 2024 is available on the Company''s website at www.vaxtexcotfabltd.com.

5. BOARD MEETINGS AND ATTENDANCE

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 13 (Thirteen) times viz 1^st
April, 2023, 8* May, 2023, 15* May, 2023, 7* June, 2023, 12* June, 2023, 17* July, 2023,
27^th July, 2023, 5^th August, 2023, 17^th August, 2023, 24^th August, 2023, 29^th August, 2023
9 ^th November, 2023 and 14^th February, 2024.

6. CHANGE IN SHARE CAPITAL

a) ALTERATION IN AUTHORISED CAPITAL OF THE COMAPNY

The Company in its Extra Ordinary General Meeting held on 6^th July, 2023 has approved
for increase in Authorised Capital of the Company i.e. from existing Rs. 17,00,00,000/-
(Rupees Seventeen Crores Only) divided into 17,00,00,000 (Seventeen Crores) Equity
shares of Rs. 1/- (Rupees Two Only) each to Rs. 19,00,00,000/- (Rupees Nineteen Crores
Only) divided into 19,00,00,000 (Nineteen Crores) Equity shares of Re. 1/- (Rupee One
Only) each ranking pari passu in all respect with the Existing Equity shares of the
Company.

b) RIGHT ISSUE

In the Financial Year 2023-24, Company issued 5,74,62,120 equity shares of Rs. 1/- each
issued at a premium of Rs. 1 /- on Right Issue Basis.

7. DIRECTORS RESPONSIBILITY STATEMENT

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 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.

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

The Company has no Holding, Subsidiary, Associate Company and Joint Venture.

9. COMMENT ON AUDITORS'' REPORT

There were no qualifications, reservations, adverse remarks or disclaimer made by the
Auditors in their report on the financial statement of the Company for the financial year
ended on 31^st March, 2024. Furthermore, there were no frauds reported by the Auditors of
the Company pursuant to Companies Act, 2013 and the rules made there. Maintenance of
cost records as specified under Companies Act, 2013 is not applicable to the Company.

10. PARTICULARS OF LOANS, GUARANTEES 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.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements 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,
is attached as Annexure - 1.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has its Internal Financial Control systems commensurate with operations of
the Company. The management regularly monitors the safeguarding of its assets,
prevention and detection of frauds and errors, and the accuracy and completeness of the
accounting records including timely preparation of reliable financial information.

The Head of Internal Audit together with External Audit consults and reviews the
effectiveness and efficiency of these systems and procedures to ensure that all assets are
protected against loss and that the financial and operational information is accurate and
complete in all respects.

13. RESERVES & SURPLUS

Sr. No.	Particulars	Amount (Rs. In Lakhs)
1.	Balance at the beginning of the year	1,085.33
2.	Current Year''s Profit / (Loss)	(883.41)
3.	Securities Premium	574.62
4.	Other Adjustment	(735.01)
Total		41.53

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. DIVIDEND

To conserve resources for future prospect and growth of the Company, your Directors
regret to declare any dividend for the Financial Year 2023-24 (Previous Year - Nil).

16. 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 are no material changes and commitments, affecting the financial position of the
Company.

17. TRANSFER TO THE 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.

18. 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.

19. 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. Further, there was no foreign exchange earnings and outgo during the financial
year 2023-24 (Previous Year - Nil).

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

The Company has in place, a mechanism to identify, assess, monitor and mitigate various
risks towards the key business objectives of the Company. Major risks identified by the
business and functions are systematically addressed through mitigating actions on a
continuing basis.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Sr. No.	Name	Designation	DIN / PAN
1.	Mr. Mithleshkumar Agrawal	Managing Director	03468643
2.	Mr. Aakash Rajeshbhai Thakor	Non-Executive Director	07960192
3.	Mr. Pratapsingh Bhoorsingh Zala	Chief Financial Officer	AACPZ3621J
4.	Mr. Pranav Manoj Vajani	Independent Director	09213749
5.	Ms. Ziral Soni	Independent Director	09213763
6.	Mr. Digesh Mansukhlal Deshaval	Independent Director	09218553
7.	Mr. Kunjal Jayantkumar Soni	Independent Director	08160838
8.	Ms. Riddhi Vohra1	Company Secretary	BYKPR6523A
9.	Ms. Vinita Keswani2	Company Secretary	FDWPK1638E
10.	Mr. Anand Lohia3	Company Secretary	ACNPL3538M

iMs. Riddhi Vohra has resigned from the post of Company Secretary of the Company w.e.f. 1^st April, 2023.

² Ms. Vinita Keswani was appointed as Company Secretary of the Company w.e.f. 15^th May, 2023 and has resigned from the
post of Company Secretary of the Company w.e.f. 10^th February, 2024.

³ Mr. Anand Lohia has been appointed as Company Secretary ofthe Company w.e.f. 17^th May, 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.

22. DECLARATION BY INDEPENDENT DIRECTORS

Ms. Ziral Soni, Mr. Pranav Vajani, Mr. Kunjal Soni and Mr. Digesh Deshaval 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 is qualify to
be Independent Director. They also confirmed that they meets the requirements of
Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The confirmations was noted by the Board.
During the year 1 (One) Independent Director Meeting was held on 30^th March, 2024.

23. CORPORATE GOVERNANCE

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Report on Corporate Governance, and a certificate
regarding compliance with the conditions of Corporate Governance are appended to the
Annual Report as Annexure - 2.

24. 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.

25. 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.

26. STATEMENT ON ANNUAL EVALUATION MADE BY THE BOARD OF DIRECTORS

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 NRC 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.

27. 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.

28. LOANS 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.

29. 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 2023-2024

30. STATUTORY AUDITOR

M/s. SSRV & Associates, Chartered Accountants, (Firm’s Registration No. 135901W), Mumbai,
were appointed as the Statutory Auditors of the Company. The Auditor’s report for the
financial year ended 31^st March, 2024 has been issued with an unmodified opinion, by the
Statutory Auditors.

31. SECRETARIAL AUDITOR

The Board appointed M/s. Jay Pandya & Associates, Company Secretaries, Ahmedabad to
conduct Secretarial Audit for the Financial Year 2023-24. The Secretarial Audit Report for the
financial year ended 31^st March, 2024 is annexed herewith marked as Annexure - 3 to this
Report.

32. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 8^th May, 2023, 15^th May, 2023, 7^th June, 2023, 17^th July, 2023, 5^th August, 2023, 24^th
August, 2023 9^th November, 2023 and 14^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. Pranav Vajani	Chairman	8	8
Ms. Ziral Soni	Member	8	8
Mr. Aakash Thakor	Member	8	8

During the year all the recommendations made by the Audit Committee were accepted by the
Board.

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration
Committee as tabulated below, was held on 1^st April, 2023 and 15^th May, 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. Pranav Vajani	Chairman	2	2
Ms. Ziral Soni	Member	2	2
Mr. Aakash Thakor	Member	2	2

C. Composition of Stakeholders Relationship Committee:

During the year under review, meetings of members of Stakeholders'' Relationship committee as
tabulated below, was held on 12^th June, 2023 and 24^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. Aakash Thakor	Chairman	2	2
Ms. Ziral Soni	Member	2	2
Mr. Pranav Vajani	Member	2	2

33. 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.

34. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, are not
applicable to the Company and accordingly such accounts and records are not required to be
maintained.

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY
AND BANKRUPTCY CODE

The Hon’ble National Company Law Tribunal, Ahmedabad Division Bench (“NCLT”) had vide
its order dated 4^th January, 2024 admitted the application for the initiation of the corporate
insolvency resolution process (“CIRP”) of Corporate Debtor (“Admission Order”) in terms of
the Insolvency and Bankruptcy Code 2016 read with the rules and regulations framed there
under as amended from time to time (“Code”). Accordingly pursuant to the provisions of
Section 17 of the IBC the powers of the Board of Directors of the Corporate Debtor suspended
and such powers shall be vested with Mr. Sunil Kumar Kabra having registration number as
IBBI/IPA-001/IP-P01011/2017-2018/11662, appointed as the Insolvency Resolution
Professional (the IRP or Interim Resolution Professional) and later on Committee of
Creditors (CoC) approved the appointment of Mr. Sunil Kumar Kabra, the IRP as Resolution
Professional (RP).

36. THE DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ONE TIME
SETTLEMENT AND THE VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS

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

37. 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.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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 - 4.

39. 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

J-03 (GF to 4^th Floor) Tejendra Vaxtex Cotfab Limited

Arcade, Nr, Ganjifarak Mill (Under CRIP)

Compound, Nr. Rakhial Char
Rasta, Rakhial, Ahmadabad - 380
023

Sd/- Sd/-

Aakash Thakor Mithleshkumar Agrawal

Director Managing Director

Place: Ahmedabad (Suspended) (Suspended)

Date: 5^th September, 2024 DIN: 07960192 DIN: 03468643