Vaxtex Cotfab Ltd Directors Report

To, The Members,

Vaxtex Cotfab Limited

Your Directors are pleased to present the 20^th Boards Report on the Business and Operations of the Company together with the Audited Financial Statements along with the Auditors 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:

(Rs. in Lakhs)

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 Companys 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 Honble 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 Honble 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 Companys 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 Auditors 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 arms 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:

(Amount in Lakhs) Sr. No. Particulars Amount

	(Amount in Lakhs)
Sr. No. Particulars	Amount
1. Retained earning at the beginning of the year	(1,473.20)
2. Current Years 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 DIRECTORS 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 Companys Policy on directors 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 Companys current working and future outlook as per“Annexure II”.

22. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY AND JOINT 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 Boards Report.

25. STATE OF COMPANYS 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 BOARDS PERFORMANCE:

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

Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.); Structure, composition, and role clarity of the Board and Committees; Extent of co-ordination and cohesiveness between the Board and its Committees; Effectiveness of the deliberations and process management; Board / Committee culture and dynamics; and Quality of relationship between Board Members and the Management.

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

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

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

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

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

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

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

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

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

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

Knowledge; Professional Conduct;

Comply Secretarial Standard issued by ICSI Duties; Role and functions.

b) For Executive Directors:

Performance as leader;

Evaluating Business Opportunity and analysis of Risk Reward Scenarios; Key set investment goal; Professional conduct and integrity; Sharing of information with Board; Adherence applicable government law.

The Directors expressed their satisfaction with the evaluation process.

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 Companys 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 Boards 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 Auditors 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

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 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

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 Honble 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 Honble 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 4th 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