Rekvina Labs Ltd Directors Report

To,

The Members,

Rekvina Laboratories Limited

Your directors have pleasure in presenting their 37^th Annual Report together with the Audited Financial Statements of the Company for the Year ended 31^st March 2025.

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

Particulars	2024-25	2023-24
Sales Turnover	0	0
Other Income	0	0
Total Income	0	0
Total Expenditure	4.28	1.64
Profit before Depreciation	4.28	(1.64)
Less: Deprecation	0	0
Profit after depreciation, Interest and other Expenses	4.28	(1.64)
Less: Taxes (Including Deferred Tax)	0	0
Net Profit after Tax before dividend	4.28	(1.64)
Dividend (Including Interim, if any, and final)	0	0
Net profit after dividend and Tax	4.28	(1.64)

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

During the year under review, the revenue of the company from operations is Rs. Nil and it was attributed to an overall slowdown in the economy. The Board of Directors is making all efforts for the better opportunities of the company.

PERFORMANCE REVIEW:

The Company has incurred loss during the financial year ended 31^st March, 2025. Your directors are making all efforts to improve the performance of the Company in future.

SHARE CAPITAL

Company has an Authorized Share Capital of Rs.3,50,00,000 (Rupees Three Crore Fifty lakhs only), divided into 70,00,000 (Seventy Lakhs) Equity Shares of INR 5/- each. The Paid-up Share Capital of Rs. 3,01,40,000 (Rupees Three Crore One Lakh Forty Thousand only), divided into 60,28,000 (Sixty Lakh Twenty-Eight Thousand) equity shares of face value of INR 5/- each. No changes have occurred in the current financial year as compared to the last financial year 2023-2024.

CHANGES IN SHARE CAPITAL, IF ANY

There has been no Change in the Share Capital of the Company during the financial year under review.

a) Buy Back of securities: The Company has not bought back its shares /securities during the year under review. b) Sweat Equity: No Sweat Equity Shares are issued during the year under review. c) Bonus Shares: No Bonus Shares were issued during the year under review. d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.

DIVIDEND

As the Company has incurred loss during the current financial year, thus, the Board of Directors of the Company do not recommend any dividend for this financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

CHANGES IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business during the financial year 2024-25.

TRANSFER TO GENERAL RESERVE

During the financial Year under review, losses incurred by the company were adjusted with the Revenue and Surplus account.

EMPLOYEE STOCK OPTION SCHEME

The Company has not provided any Employee Stock Option Scheme to its employees. The Company has not issued equity share with differential rights as to dividend, voting or otherwise.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

CHANGES IN THE NATURE OF BUSINESS:

During the Financial Year 2024-25, there had been no change in the nature of the business of the Company.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the year ended March 31, 2025, as prescribed in Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company on the following link: https://www.rekvinalaboratories.com/

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with relevant Rules framed thereunder either to the Company or to the Central Government.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS, EMPLOYEE STOCK OPTIONS & SWEAT EQUITY SHARES.

The Company has not issued any equity shares with differential voting rights or employee stock options or sweat equity shares

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition and Changes in the Board of Directors and Key Managerial Personnel

As on 31st March, 2025, the Board of Directors of the Company consisted of five members. The current composition of the Board is as follows:

S. No.	DIN Number	Name of Director	Date of Appointment	Designation
1	01993211	Mr. Amit Mukesh Shah	22.05.2024	Managing Director
2	01993300	Mr. Surbhit Shah	02.09.2024	Executive Director & Chief Financial Officer
3	00448083	Mr. Dhruvalkumar Patel	02.09.2024	Independent Director
4	06373484	Mr. Chetanbhai Patel	02.09.2024	Independent Director
5	01328714	Mrs. Ilaben Pathak	02.09.2024	Non-Executive Non-Independent Director

All the Directors bring with them extensive knowledge and experience in their respective fields, contributing significantly to the growth and governance of the Company.

The following changes in the composition of the Board and Key Managerial Personnel (KMP) took place:

Name	Appointment / Cessation / Change in Designation	Designation
Mr. Pravin Chauhan	Resignation	Chief Financial Officer
Ms. Srishty Bansal	Resignation	Company Secretary & Compliance Officer
Mr. Mukesh Jamnadas Shah	Demise on 18.06.2024	Director
Deepak Khandelwal	Appointment	Company Secretary & Compliance Officer

(A) RETIRE BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013, Mrs. Ilaben Pathak (DIN: 01328714), who retires by rotation at the Annual General Meeting of the Company and being eligible, offers herself for re-appointment.

(B) BOARD MEETINGS

The Board of Directors of the Company met 11 times during the financial year at 22.05.2024, 30.05.2024, 11.06.2024, 22.06.2024, 10.07.2024, 29.07.2024, 02.09.2024, 05.10.2024, 14.11.2024, 04.12.2024 and 20.01.2025. The necessary quorum was present for all the Board Meetings. The maximum time gap between any of two consecutive meetings did not exceed one hundred and twenty days.

ATTENDANCE OF DIRECTORS IN THE BOARD MEETING

Name of the Director	No. of Meeting Attended
Mr. Amit Mukesh Shah	11
Mr. Surbhit Shah	5
Mr. Dhruvalkumar Patel	5
Mr. Chetanbhai Patel	5
Mrs. Ilaben Pathak	5

(C) BOARD COMMITTEES

With a view to have a more focused attention on business and for better governance and accountability, the Board has constituted the various committees. The Board Committees meet at regular intervals and take necessary steps to perform its duties entrusted by the Board. The terms of reference of these Committees are determined by the Board and their relevance reviewed from time to time. The Minutes of the Committee Meetings are sent to all Directors and tabled at the Board Meetings.

Currently, the Board has following committees: - Audit Committee; - Nomination & Remuneration Committee; - Stakeholder Relationship Committee;

I. AUDIT COMMITTEE

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the Listing Regulation. The Committee comprises of members who possess financial and accounting expertise/exposure.

(i) COMPOSITION

The Committee?s composition is in compliance with provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The Audit Committee comprises of the following 3 Directors:

Name of the Director	Position & Category
Mr. Dhurval Patel	Chairperson, Non-Executive Independent Director
Mrs. Ilaben Pathak	Member, Non-Executive Non-Independent Director
Mr. Chetanbhai Patel	Member, Non-Executive Non-Independent Director

(ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Audit Committee met Five times during the Financial Year 2024-25 on 30.05.2024, 29.07.2024, 02.09.2024, 14.11.2024 and 20.01.2025. The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

Name of the Director	Number of Meetings Held during the year	Number of Meetings Attended
Mr. Dhurval Patel	5	2
Mrs. Ilaben Pathak	5	2
Mr. Chetanbhai Patel	5	2

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

II. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the Listing Regulation.

(i) COMPOSITION

The Committee?s composition is in compliance with provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

The Nomination & Remuneration Committee comprises of the following 3 Directors:

Name of the Director	Position & Category
Mr. Chetanbhai Patel	Chairperson, Non-Executive Independent Director
Mrs. Ilaben Pathak	Member, Non-Executive Non-Independent Director
Mr. Dhurval Patel	Member, Non-Executive Non-Independent Director

(ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Nomination & Remuneration Committee met 4 time during the Financial Year 2024-25 on 22.05.2024, 11.06.2024, 02.09.2024 and 04.12.2024. The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

Name of the Director	Number of Meetings Held during the year	Number of Meetings Attended
Mr. Chetanbhai Patel	2	2
Mrs. Ilaben Pathak	2	2
Mr. Dhurval Patel	2	2

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

III. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the Listing Regulation.

Name of the Director	Position & Category
Mr. Chetanbhai Patel	Member, Non-Executive Independent Director
Mrs. Ilaben Pathak	Member, Non-Executive Non-Independent Director
Mr. Dhurval Patel	Member, Non-Executive Non-Independent Director

(i) COMPOSITION

The Committee?s composition is in compliance with provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

The Stakeholder Relationship Committee comprises of the following 3 Directors:

(ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Stakeholder Relationship Committee met 2 times during the Financial Year 2024-25 on 4.12.2024 and 20.01.2025, and. The necessary quorum was present for all Meetings. The details of attendance of the members of the Committee at the said meetings are as below:

Name of the Director	Number of Meetings Held during the year	Number of Meetings Attended
Mr. Chetanbhai Patel	2	2
Mrs. Ilaben Pathak	2	2
Mr. Dhurval Patel	2	2

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was not more than one hundred and twenty days.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6) of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and Investments are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

Your Company has formulated the policy on materiality of related party transactions and dealing with related party transactions. All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes which have occurred between the end of financial year till the date of this report, affecting the financial position of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence, the particulars with respect to efforts made towards technology absorption and benefits derived etc. are not applicable to the Company.

Export Activities: There was no export activity in the Company during the year under review. The Company is not planning any export in the near future as well.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year under review.

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your Company has established a mechanism called ‘Vigil Mechanism (Whistle Blower Policy) for Directors, employees and Stakeholders of the Company to report to the appropriate authorities about unethical behavior, actual or suspected, fraud or violation of the Company?s code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism.

The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct in exceptional circumstances.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objective and enhance the Company?s competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level.

REMUNERATION POLICY

The Board, on recommendation of the NRC, has framed a remuneration policy. The policy, inter alia, provides (a) the criteria for determining qualifications, positive attributes and independence of directors and (b) policy on remuneration of directors, key managerial personnel and other employees. The policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the scale, size and the operation of the organization. It evaluates the adequacy of all internal controls and processes, and ensures strict adherence to clearly laid down processes and procedures as well as to the prescribed regulatory and legal framework.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the Companies act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 24-25.

AUDITORS

According to Section 139 and other relevant provisions of the Companies Act, 2013, M/s Jigar Adhyaru & Co., Chartered Accountants (firm registration number 142223W) ceased to be the statutory auditors of the Company after completing two consecutive 5-year terms at the Annual General Meeting held in 2023-24.

Subsequently, M/s. Y. M. Shah & Co. were appointed as the statutory auditors of the company on 02^nd September, 2024.

AUDITORS? REPORT

Report of the Statutory Auditors on Annual Financial Statements along with schedules and notes to accounts thereto, for the year ended on 31^st March, 2025 is self-explanatory and contains no adverse remark and do not call for any comments.

EXPLANATION TO AUDITOR?S REMARKS

The comments on the Auditor?s Report are self-explanatory, thus, no explanation is required to be given.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the valuation of the working of its Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board?s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, Company has appointed the Internal Auditor for Financial Year 24-25.

Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance with the corporate governance provisions as specified in Regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27and clauses (b) to (i) of sub 23 regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be mandatory, for the time being, in respect of the following class of companies:

- The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year.

- Listed entity which has listed its specified securities on the SME Exchange.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder M/s S BhattBhatt & Co, Practicing Company Secretaries was appointed to conduct the secretarial audit for the financial year 2024-25. The Secretarial Audit Report in MR-3, submitted by the Secretarial Auditor for the FY 2024-25is annexed to Directors? Report.

BOARD?S RESPONSES TO OBSERVATIONS/QUALIFICATIONS IN SECRETARIAL AUDIT REPORT

The Board?s responses to the qualifications and other observations are as follows:

The Secretarial Auditors have submitted their report in form No. MR-3 and qualified their opinion/observations in respect of the Secretarial Audit conducted for the financial year 2024-25 and the Board?s responses are given w.r.t. qualification/ observation as follows:

- Non-compliance under Regulation 46 & 47 of SEBI (LODR) Regulations, 2015: Reply: The Company acknowledges the lapse in uploading/disclosing certain information on the website and publication of notices/financial results as per the said regulations. The management is in the process of strengthening its compliance mechanism to ensure timely adherence going forward.

- Delay in filing of E-Forms with Registrar of Companies (ROC): Reply: The delay in filing of certain e-forms was mainly due to procedural and administrative reasons. The Company has initiated necessary steps for regularization and is putting in place a monitoring system to ensure timely filing of all statutory forms in the future.

- Caution letter received from Stock Exchange regarding SDD: Reply: The Company has received the caution letter and assures that corrective measures are being undertaken to put in place a proper Structured Digital Database system to avoid recurrence of such non-compliances.

- Non-submission of SDD Compliance Certificate (March 2024 Quarter): Reply: The Company acknowledges the default in submission of the SDD Compliance Certificate. The matter has been taken up on priority and necessary arrangements are being made to ensure compliance. The Board assures that adequate internal controls will be implemented to ensure strict compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015 in the future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

PARTICULARS OF EMPLOYEES

A. The ratio of the remuneration of each director to the median employee?s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is annexed to this Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with

Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for safety of women employees at workplace. During the year Company has not received any complaint of harassment.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations, 2015, the details pertaining to Internal Financial Control systems and their adequacy have been disclosed in the Management Discussion and Analysis Report forming part of this Annual Report.

COST AUDIT

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the turnover of the Company is less than the limit prescribed.

SUSPENSION OF TRADING IN SHARES OF THE COMPANY

The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSE). The Company is suspended from trading in the shares of the Company on BSE due to non- compliance with the provision of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and your directors are taking necessary steps to comply with the required procedures and all extant norms prescribed for the revocation of suspension. In this regard, the application for revocation of suspension was filed with BSE in the month of November, 2024, and the process for revocation is currently ongoing.

The Board of Directors is committed to ensuring full compliance and is closely monitoring the progress to facilitate the resumption of trading at the earliest

THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore, neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

GREEN INITIATIVES

Electronic copies of the Annual Report 2024-25 and the Notice of the AGM are sent to all members whose email addresses are registered with the Company / depository participants. For members who have not registered their email addresses, physical copies are sent in the permitted mode.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

DIRECTORS? RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the Company confirm the following:

that in the preparation of the annual financial statements for the year ended March 31, 2025 the applicable accounting standards have been followed and no material departures have been made; that appropriate accounting policies and applied consistently and judgments and estimates that are reasonable and prudent have been made, so as to give a true and fair view of the state of affairs as at March 31, 2025 and of the profits of the Company for the Financial year ended March 31, 2025; that proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities have been made; and that the Annual Financial Statements have been prepared on going concern basis; that they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. that they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operative effective.

ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation for significant contribution made by the employees through their dedication, hard work and commitment and the trust reposed on them and also acknowledge with gratitude the excellent cooperation extended by Bankers and Vendors and look forward to their support in all future endeavor.