Vaxfab Enterprises Ltd Directors Report

To

The members,

VAXFAB ENTERPRISES LIMITED

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 Companys 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:

Name of Director	Date of Board Meeting								Total No. of Meetings attended
	15/04/2024	15/05/2024	20/05/2024	06/08/2024	08/08/2024	14/11/2024	02/12/2024	13/02/2025
DEVI SINGH	V	NA	NA	NA	NA	NA	NA	NA	1/1
VISHNUD UTT GUPTA	V	NA	NA	NA	NA	NA	NA	NA	1/1
PREMAR AM PATEL	V	V	V	V	V	V	V	V	8/8
CHINU KALAL	V	V	V	V	V	V	V	V	8/8
ROHIT NAVAL	NA	V	V	V	V	V	V	V	7/7
KESHAV MAKHIJA	NA	V	V	V	V	V	V	V	7/7
NISHANT SUBHASC HANDRA GANDHI	NA	NA	NA	NA	NA	NA	NA	NA	0/0

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 Companys 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 th April, 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 rd April, 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 DIRECTORS 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 Boards 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 th Annual 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 th Annual General Meeting till the conclusion of 44 th Annual General Meeting of the Company to be held in the year 2027.

The Auditors Report for the financial year ended 31 st March, 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 Companys 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 auditors report thereon before submission to the board for approval, with particular reference to:

i. matters required to be included in the directors responsibility statement to be included in the boards 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 auditors 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

Composition, meetings and attendance:

During the year under review total 5 (Five) meetings of the Audit Committee were held on

15.05.2024, 06.08.2024, 08.08.2024, 14.11.2024 and 13.02.2025. The attendance of the

Members of the Audit Committee is as under:

Name of the Director	Category	Status	No. of Meeting Entitled to attend	No. of Meeting attended
Mr. Premaram Patel @	Independent Director	Chairperson	5	5
Ms. Chinu Kalal@	Independent Director	Member	5	5
Mr. Devi Singh $	Executive Director	Member	-	-
Mr. Rohit Naval A	Executive Director	Member	5	5
Mr. Jinang Shah*	Independent Director	Chairperson	-	-
Ms. Juhi Sawajani *	Independent Director	Member	-	-
Mr. Nikhil Kumar Gupta*	Non-Executive Non Independent	Member

@ Resigned as Member of committee w.e.f. 01.04.2025.

$ Resigned as Member of committee w.e.f. 23.04.2024.

A Appointed as Member of committee w.e.f. 15.04.2024 and Resigned as Member of committee w.e.f. 26.06.2025.

*Appointed as Member of the Committee w.e.f. 01.04.2025.

# Appointed as Member of Committee w.e.f. 01.07.2024.

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 th August, 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.

During the year under review total 3(Three) meetings of the Nomination and Remuneration Committee were held on 15.04.2024, 02.12.2024 and 13.02.2025. The attendance of the Members of the Nomination and Remuneration Committee is as under:

Name of the Director	Category	Status	No. of Meeting Entitled to Attend	No. of Meeting attended
Mr. Premaram Patel	Independent Director	Chairperson	3	3
Mr. Chinu Kalal	Independent Director	Member	3	3
Mr. Keshav Makhija #	Non Executive Director	Member	2	2
Mr. Nishant Gandhi	Non Executive Director	Member
Mr. Vishnudatt Gupta @	Non Executive Director	Member	1	1

@ Resigned as Member of committee w.e.f. 23.04.2024.

# Appointed as Member of Committee w.e.f. 15.04.2024 and Resigned from the Member of Committee w.e.f. 13.02.2025.

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. vaxfabenterprisesltd@gmail.com 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 /Investors 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.

During the year under review total 1 (One) meeting of the Stakeholders Relationship Committee were held on 06.08.2024.

The attendance of the Members of the Stakeholders Relationship Committee is as under:

Name of the Director	Category	Status	No. of Meeting Entitled to attend	No. of Meeting attended
Mr. Keshav Makhija @	Non Independent Director	Chairman	1	1
Mr. Rohit Naval	Executive Director	Member	1	1
Mr. Premaram Patel	Independent Director	Member	1	1
Mr. Nishant Gandhi $	Non Executive Director	Chairman	-	-
Mr. Devi Singh #	Executive Director	Member	-	-

@ Appointed as Chairman of the Committee w.e.f. 15.04.2024 and Resigned from the committee w.e.f. 13.02.2025.

# Resigned from the Committee w.e.f. 23.04.2024.

$ Appointed as Member and Chairman of the Committee w.e.f. 13.02.2025.

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 todays 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 Companys 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 arms 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 Companys 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 EXCHANGE

EARNINGS 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.

Date: September 05, 2025	For and on behalf of the Board of Directors
Place: Ahmedabad
	RavindraAshokbhai Joshi
	Managing Director
	(DIN: 10112296)