Vaxtex Cotfab Ltd Directors Report

To,

The Members,

VAXTEX COTFAB LIMITED ("The Company")

The directors have pleasure in presenting 21st Annual Report together with the Audited Financial Statement of the Company for the Financial Year (FY) ended March 31, 2026.

1. FINANCIAL RESULTS

The Companys financial performance during the year 2025-26 is summarized below:

(Rs. In Lakhs)

Particulars	2025-2026	2024-2025
Revenue from Operations	1116.64	525.33
Other Income	325.90	112.90
Total Income	1442.54	638.23
Less: Expenses	936.39	597.07
Profit before Taxation and Extraordinary Items	506.15	41.16
Add (Less): Exceptional Items	0	0
Profit before Tax	506.15	41.16
Tax Expense:
a) Current Tax	2.78	2.45
b) Tax Adjustment of Earlier Years	(2.45)	(4.70)
c) Deferred Tax (Excess)/Short provision for tax pertaining to prior years	(46.73)	(44.95)
Profit after Tax	552.55	88.36
Earnings per Share (Basic)	0.301	0.048
Earnings per Share (Diluted)	0.301	0.048

2. RESULT OF OPERATIONS AND STATE OF THE COMPANYS AFFAIRS

The Companys total income for the year under review was Rs. 1442.54 Lakhs as compared to Rs. 638.23 Lakhs in the previous year thereby registering growth over the previous year. Further, during the year under review the net profits of the Company was Rs. 552.55 Lakhs as compared to Rs. 88.36 Lakhs in the previous 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. MATERIAL EVENTS WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT:

There were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and date of the Report except for the one stated in this report.

The Waiver application has been filed by the Company.

National Stock Exchange of India Limited vide letter dated August 20, 2026 have approved re- classification of Mr. Mithleshkumar Agrawal, Mr. Khushant Gupta, M/s Qmin Industries Limited and M/s Vax Enterprise Private Limited from the "Promoter group category" to "Public category".

4. DETAILS OF SUBSIDIARIES/ASSOCIATES/JOINT VENTURES, IF ANY:

During the financial year under review, the Company not have any subsidiaries.

Further, The Company doesnt have any Joint Venture and none of the Companies have ceased to be Companys Subsidiaries.

5. CHANGE IN NAME

During the year under review, there has been no change in the name of the Company.

6. CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the nature of business carried on by the Company.

7. CHANGE IN REGISTERED OFFICE OF THE COMPANY

After the Closure of financial year 2025-26, the Registered Office of the company is shifted from J-03 (GF to 4th Floor) Tejendra Arcade, Nr. Ganjifarak Mill Compound, Nr. Rakhial Char Rasta, Rakhial, Ahmedabad-380023, Gujarat, India to 306, Sarthik Complex, Iscon Temple, Cross Road Satellite, Ahmedabad - 380015 in the board meeting w.e.f. April 10, 2026.

8. WEB LINK OF ANNUAL RETURN

The Annual Return for FY 2025-26 as required under Section 92(3) of the Act read with The Companies (Management and Administration) Rules, 2014 is available at www.vaxtexcotfabltd.com

9. TRANSFER TO RESERVES

The profit of 552.55 lakhs of the Company for the Financial Year ending on March 31, 2026 is transferred to profit and loss account of the Company under Reserves and Surplus.

10. DIVIDEND

In order to strengthen the financials position of the company and after considering the relevant circumstances, the Board of Directors of your company, has decided that it would be prudent, not to recommend any Dividend for the year under review.

11. TRANSFER OF UNPAID/ UNCLAIMED DIVIDEND AMOUNT/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

As per the provisions of Section 124 and Section 125 of the Act read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended (IEPF Rules), the declared dividend which remains unpaid/ unclaimed for a period of Seven (7) years from the date of declaration is required to be transferred to the Investor Education and Protection Fund ("IEPF").

During the year under review, the Company was not required to transfer any unpaid/ unclaimed dividend/ shares to Investor Education and Protection Fund (IEPF) since there was no outstanding for seven (07) consecutive years.

12. PUBLIC DEPOSITS

During the year under review, the Company has neither invited nor accepted/ renewed any Deposits from the public within the meaning of Section 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

13. CHANGES IN SHARE CAPITAL

During the year under review, there has been no change in the Share Capital of the Company.

The Company had passed a resolution at the Extra-Ordinary General Meeting ("EOGM") held on February 27, 2026, for increasing its Authorized Share Capital.

In view of the present requirements of the Company, it is proposed to reverse the said resolution and take all necessary consequential actions in accordance with applicable laws.

14. ISSUE OF CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS TO PERSONS BELONGING TO NON-PROMOTER CATEGORY

During the year under review, the Company has not issued Convertible Warrants.

15. EMPLOYEE STOCK OPTIONS PLAN 2023- ECL ESOP

During the year under review, the Company has not granted any ESOP.

16. ISSUE OF DEBENTURES, BONDS OR ANY NON-CONVERTIBLE SECURITIES

During the year under review, the Company has not issued any debenture, bonds or non- convertible securities.

17. SHARE TRANSFER SYSTEM AND DEMATERIALISATION OF SHARES:

As on March 31, 2026 - 18,37,52,220 (Eighteen Crore Thirty-Seven Lakh Fifty-Two Thousand Two Hundred Twenty) equity shares of the Company i.e. 100% of the total equity shares were held in dematerialized form. The International Securities Identification Number (ISIN) allotted to the Companys shares under the Depository System is INE098201036.

The Company has entered into agreements with both the Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited. Shareholders can open their accounts with any of the Depository Participant registered with the above-mentioned depositories.

The detailed information is covered in the Corporate Governance Report forming part of this Annual Report.

18. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THE REASON THEREOF;

During the year under review, the securities of the Company had not been suspended for trading on Stock Exchange.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company was duly constituted. The Board of Directors as on March 31, 2026:

S. No.	Name of the Director	Designation	Date of Appointment
1.	Aakash RajeshbhaiThakor	Managing Director	12/11/2020
2.	Amay Vatsalya	CFO and Whole-time Director	31/03/2026 and 05/12/2025 respectively
3.	Anjali Gupta	Non-Executive Independent Director	18/12/2025
4.	Abhishek Sharma	Non-Executive Independent Director	18/12/2025
5.	Puneet Kumar Kashyap	Non-Executive Independent Director	18/12/2025
6.	Dhiraj Mishra	Executive Director	20/01/2026.
7.	Rahul Mathur	Company Secretary	18/12/2025

There were following changes in the Board of Directors of the Company:

• Appointment of Mr. Harsh Mahendrakumar Kothari (DIN 09310696) as Non-Executive - Independent Director w.e.f. 04.06.2025.

• Appointment of Mr. Ravi Jitendra Modi (DIN 10932249) as Non-Executive - Independent Director w.e.f. 04.06.2025.

• Re-appointment of Mr. Devi Singh (DIN 09528536) as Non-Executive - Non-Independent Director w.e.f. 05.05.2025.

• Re-appointment of Ms. Hardika Ladha (DIN 10942355) as Non-Executive - Independent Director w.e.f. 05.05.2025.

• Re-appointment of Mr. Harsh Mahendrakumar Kothari (DIN 09310696) as Non-Executive - Independent Director w.e.f. 02.09.2025.

• Re-appointment of Mr. Ravi Jitendra Modi (DIN 10932249) as Non-Executive - Independent Director w.e.f. 02.09.2025.

• Appointment of Mr. Amay Vatsalya (DIN 09330694) as Whole-time Director w.e.f. 05.12.2025.

• Appointment of Mr. Abhishek Sharma (DIN 11426825) as Non-Executive - Independent Director w.e.f. 18.12.2025.

• Appointment of Ms. Anjali Gupta (DIN 11427179) as Non-Executive - Independent Director w.e.f. 18.12.2025.

• Appointment of Mr. Puneet Kumar Kashyap (DIN 11426247) as Non-Executive - Independent Director w.e.f. 18.12.2025.

• Resignation of Mr. Devi Singh (DIN 09528536) as Non-Executive - Non-Independent Director w.e.f. 05.12.2025.

• Resignation of Mr. Pranav Manoj Vajani 09213749 as Non-Executive - Independent Director w.e.f. 16.12.2025.

• Resignation of Ms. Hardika Ladha (DIN 10942355) as Non-Executive -Independent Director w.e.f. 17.12.2025.

• Resignation of Mr. Harsh Mahendrakumar Kothari (DIN 09310696) as Non-Executive - Independent Director w.e.f. 29.12.2025.

• Resignation of Mr. Ravi Jitendra Modi (DIN 10932249) as Non-Executive - Independent Director w.e.f. 29.12.2025.

• Appointment of Mr. Dhiraj Mishra (DIN: 06952296) as Executive Director w.e.f. 20.01.2026.

• Resignation of Mr. Digesh Mansukhlal Deshaval (DIN:9218553) as Director of the Company w.e.f 01/02/2025

• Resignation of Mr. Pratapsingh Bhoorsingh Zala as CFO of the Company w.e.f 16/12/2025

• Resignation of Mr. Kunjal Jayantkumar Soni (DIN:8160838) as Non-Executive Independent Director of the Company w.e.f 07/02/2025

• Resignation of Mr. Ziral Soni (DIN:09213763) as Non-Executive Independent Director of the Company w.e.f 07/02/2025

• Re-appointment of Mr. Abhishek Sharma (DIN 11426825) as Non-Executive - Independent Director w.e.f. 27.02.2026.

• Re-appointment of Mr. Puneet Kumar Kashyap (DIN 11426247) as Non-Executive - Independent Director w.e.f. 27.02.2026.

• Resignation of Shrasti Dubey as Company Secretary of the Company w.ef 30/09/2025

• Appointment of Rahul Mathur as Company Secretary of the Company w.e.f 18/12/2025

After the closure of financial year, till the date of Directors Report there were following changes in the Directors of the Company:

1. Resignation of Mr. Dhiraj Mishra (Din: 06952296) as an Additional Director w.e.f. April 06, 2026.

2. Resignation of Ms. Anjali Gupta (Din: 11427179) as a Non-Executive Independent Director w.e.f. May 31, 2026.

3. Appointment of Mrs. Ansuiya Pareek (DIN: 10120917) as a Woman Non-Executive - Independent Director w.e.f. 05.09.2026

20. MEETING OF BOARD OF DIRECTORS AND COMMITTEES OF BOARD

During the year under review, twelve meetings of the Board of Directors were held details of which are given in the Corporate Governance Report which is annexed as Annexure-4 to this Report.

Further, during the year under review the Committees of Board of Directors were duly constituted and their meetings were conducted in accordance with the Act and the Listing Regulations, details of which are given in the Corporate Governance Report which is annexed as Annexure-4 to this Report.

21. DETAILS OF THE INDEPENDENT DIRECTORS, THEIR MEETINGS AND A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Independent directors of the company are registered with independent director databank.

During the year under review, a meeting of Independent Directors of the Company was held once without presence of the other Directors and Members of the Management of the Company.

Further, in the opinion of the Board, the Independent Directors fulfill the conditions of Listing Regulations, and are independent of the management of the Company. The Independent Directors have complied with the code prescribed in Schedule IV of the Act.

The Company proactively keeps its Directors informed of the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry. Details of the Familiarization program for Independent Directors form part of the website of the Company. The web link of Familiarization program is as under: www.vaxtexcotfabltd.com

22. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received annual declarations from all the Independent Directors as per Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations confirming that they meet the criteria of independence and there has been no change in the circumstances which may affect their status as Independent Director during the year.

The Independent Directors of the Company have complied with the Code for Independent Directors as prescribed in Schedule IV to the Act. Based on the declarations received from the Independent Directors, the Board of Directors recorded its opinion that all the Independent Directors are independent of the management and have fulfilled the conditions as specified under the governing provisions of the Act read with the rules made thereunder and the Listing Regulations.

23. STATUTORY AUDITORS

M/s. SSRV & Associates, Chartered Accountants, having ICAI Firm Registration No. 135901W, has tendered its resignation as the Statutory Auditor of the Company with effect from August 13, 2026.

The resignation of the Statutory Auditor was effective from the close of business hours on August 13, 2026.

The new Auditor is to be appointed.

24. STATUTORY AUDIT REPORT

The auditors determine that the Company provides a fair and accurate representation of its financial position by examining its financial transactions. They report to the shareholders and other stakeholders on the financial statements of the Company.

Pursuant to Section 139 and 141 of the Act and relevant Rules made thereunder, the Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company. The notes on financial statement referred to in the Auditors Report are self- explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors in their report for the financial year 2025-26 have given unmodified opinion.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the company have reported any instance of fraud in respect of the Company, by its officers or employees under section 143(12) of the Act.

26. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

M/s. Jay Pandya & Associates, Practicing Company Secretary, Ahmedabad is the Secretarial Auditor of the Company for the FY 2025-26. Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations the Members in their meeting held on September 2, 2025 have appointed M/s Jay Pandya & Associates, Practicing Company Secretary as Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Years 2025-26 to F.Y. 2029-30.

The Secretarial Audit Report (MR-3) for the FY ended on March 31, 2026 is annexed as Annexure 6. The MR-3 is self-explanatory and does not call for any further comments. The MR-3 does not contain any qualification, reservation, adverse remark or disclaimer.

27. INTERNAL AUDITOR

M/s. Umesh Khese & Co., is the Internal Auditor for the FY 2025-26.

The new Internal Auditor is yet to be appointed.

28. COST AUDITOR REPORT AND COST RECORD

The Company is neither required to appoint Cost Auditor nor require to maintain cost records as specified by the Central government under Sub-section (1) of Section 148 of the Act. Accordingly, consequently such accounts and records are not made and maintained by the Company.

29. PARTICULARS OF EMPLOYEES

The remuneration of the Directors and employees exceed the criteria prescribed in Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 which is attached as Annexure 4

The detailed information is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished upon request.

30. ALTERATION OF MEMORANDUM OF ASSOCIATION (MOA) AND ARTICLES OF ASSOCIATION:

During the year under review, there has been no change in the MOA and AOA of the Company.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

As on March 31, 2026, Net Profit of the Company is Rs. 506.65 lakhs therefore, the Company needs to comply with the provisions of Corporate Social Responsibility in accordance with Section 135 of the Act.

The same shall be complied in the financial year 2026-27.

32. RISK MANAGEMENT

The Company has an adequate risk management framework in place capable of addressing those risks. The Risk Management framework is in place to identify, priorities, mitigate, monitor and appropriately report any significant threat to the organizations strategic objectives, its reputation, operational continuity, environment, compliance, and the health & safety of its employees.

The purpose of the Risk Management plan is to institutionalize a formal risk management function and framework in the Company for identifying, assessing, monitoring and managing its business risk including any material changes to its risk profile. The Risk Management plan is placed on the website of the Company at www.vaxtexcotfabltd.com

33. NOMINATION AND REMUNERATION POLICY

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of the Listing Regulations, the Company has a remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

The remuneration is decided after considering various factors such as qualification, experience, performance, responsibilities shouldered, industry standards as well as financial position of the Company. The salient features of the Nomination and Remuneration Policy are stated in the Report on Corporate Governance, which forms part of the Annual Report.

The web link to the Nomination and Remuneration Policy is as under:

www.vaxtexcotfabltd.com

34. RELATED PARTY TRANSACTIONS

The details of contract or arrangements made with the related parties in accordance with the provisions of Section 188 of the Act are provided in the prescribed Form AOC-2 as Annexure-1. The transaction with related party is within the limit prescribed under section 188 of Companies Act 2013 and under regulation 23 of SEBI (LODR) 2015.

The policy on Related Party Transactions is available on the website of the Company at www.vaxtexcotfabltd.com

35. VIGIL MEGHANISM

The Company has established a Vigil Mechanism that enables the Directors and Employees to report genuine concerns.

The Vigil Mechanism provides for

(a) adequate safeguards against victimization of persons who use the Vigil Mechanism; and

(b) direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.

The web link for the policy is as under: www.vaxtexcotfabltd.com

36. CODE OF CONDUCT:

To comply with the requirements of Regulation 17(5) of the Listing Regulation, the Company has adopted Code of Conduct for Board of Directors and Senior Management Personnel ("the Code"). All Board members and senior management personnel have confirmed compliance with the Code for the year 2025-26. The code requires directors and employees to act honestly, fairly, ethically and with integrity, conduct themselves in professional, courteous and respectful manner.

37. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V of the Listing Regulations, is annexed as Annexure- 5 of this Report.

38. BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee, including the Chairperson of the Board who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non- Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

39. STATEMENT OF COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the Secretarial Standard on Meetings of the Board of Directors ("SS-1") and on General Meetings ("SS-2") as issued and amended from time to time by the Institute of Company Secretaries of India (ICSI) in terms of Section 118(10) of the Act.

40. CORPORATE GOVERNANCE

During the year under review, the provisions of 15(2) of the Listing Regulations the provisions mentioned in the Regulations 17 to 27 of the Listing Regulations were applicable to the Company. A separate report on Corporate Governance which is annexed as Annexure-4 of this Report.

41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo as required under section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as Annexure- 2.

42. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

During the year under review, the provisions of Regulation 34(2)(f) of the Listing Regulations, Business Responsibility and Sustainability Report ("BRSR") was not applicable to the Company.

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

The company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

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

44. MATERNITY BENEFIT

The Company is fully compliant with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. During the year under review, the Company has continued to provide maternity benefits to its eligible women employees, including paid maternity leave, medical bonus, and other statutory entitlements.

Additionally, the Company has adopted progressive HR policies that support the well-being of women employees through flexible work arrangements, extended maternity support in special cases, and awareness initiatives regarding maternal health and work-life balance.

These initiatives underscore the Companys commitment to fostering a supportive, inclusive, and equitable workplace.

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

During the year under review, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year to which this financial statement relates and the date of this Report. As such, no specific details are required to be given or provided.

46. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN OR INVESTMENTS MADE UNDER SECTION 186 OF COMPANIES ACT, 2013

The Company has not given any loan to the Directors and/or Key Management Personnel. Particulars of loans, guarantees and investments made by Company pursuant to Section 186 of the Act are given in the notes to the financial accounts forming part of the Annual Report, except stated in AOC-2.

47. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

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

48. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review, there was no one time settlement done with any bank or any financial institution.

49. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year ended March 31, 2026, there are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operation.

50. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls environment of the Company was undertaken during the year under review which covered verification of entity level control, process level controls and IT controls, review of key business processes and analysis of risk control matrices, etc.

During the period under review, effectiveness of internal financial controls was evaluated. In addition, the policies and procedures have been designed to ensure the safeguarding of the Companys assets; the prevention and detection of frauds and errors; the accuracy and completeness of the accounting records; and the timely preparation of reliable financial information.

The Companys internal control systems are supplemented by an extensive program of internal audit by an independent firm of Chartered Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audit along with management reply are placed before the Audit Committee of the Board.

The Companys system and process relating to internal controls and procedures for financial reporting provide a reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and the preparation of financial statement in accordance with applicable Indian Accounting Standards, the Act read with the rules made thereunder, SEBI regulations and all other applicable regulatory/statutory guidelines, etc. The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, forming part of this Annual Report.

51. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors state that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Appropriate accounting policies have been selected and applied consistently and have 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 as at March 31, 2026 and of the profit for the Company for the year ended March 31, 2026;

(c) Proper and sufficient care has been taken 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;

(d) The annual accounts have been prepared on a going concern basis;

(e) Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;

(f) Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

52. MISCELLANEOUS:

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Sweat Equity Shares to the employees of the Company.

3. Buyback of shares.

4. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its WOS.

53. ACKNOWLEDGEMENT

The directors are highly grateful for all the guidance, support and assistance received from the Governments of various states in India, concerned Government departments, Financial Institutions and Banks.

The directors place on records their deep appreciation to all employees for their hard work, unstinted dedication and commitment and continued contribution at all levels in the performance of the company. The directors also take this opportunity to thank all shareholders, suppliers, distributors, retailers, directors, auditors, Government and regulatory authorities, for their continued support.

The directors appreciate the continued co-operation and support received from its customers that has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction. The Board look forward for their continued support in future.

	For and on Behalf of the Board of Directors of
	VAXTEX COTFAB LIMITED
Sd/-	Sd/-
Aakash Rajeshbhai Thakor	Amay Vatsalya
Managing Director	Whole-time Director
DIN:07960192	DIN: 09330694