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

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

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

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

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

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

1. FINANCIAL RESULT

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

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

fRc in I athcl

2. OPERATIONS

Total revenue for Financial Year 2023-24 is Rs. 1,714.62 Lakhs compared to the total
revenue of Rs. 7651.34 Lakhs of previous Financial Year. The Company has incurred Loss
before tax for the Financial Year 2023-24 of Rs. 883.41 Lakhs as compared to Profit
before tax of Rs. 115.89 Lakhs of previous Financial Year. Net Loss after Tax for the
Financial Year 2023-24 is Rs. 883.41 Lakhs as against Net Profit after tax of Rs. 113.20
Lakhs of previous Financial Year. The Directors are continuously looking for the new
avenues for future growth of the Company and expect more growth in the future period.

3. CHANGE IN NATURE OF BUSINESS, IF ANY

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

4. ANNUAL RETURN

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

5. BOARD MEETINGS AND ATTENDANCE

The Directors of the Company met at regular intervals at least once in a quarter with the
gap between two meetings not exceeding 120 days to take a view of the Company’s
policies and strategies apart from the Board Matters.

During the year under the review, the Board of Directors met 13 (Thirteen) times viz 1^st
April, 2023, 8* May, 2023, 15* May, 2023, 7* June, 2023, 12* June, 2023, 17* July, 2023,
27^th July, 2023, 5^th August, 2023, 17^th August, 2023, 24^th August, 2023, 29^th August, 2023
9 ^th November, 2023 and 14^th February, 2024.

6. CHANGE IN SHARE CAPITAL

a) ALTERATION IN AUTHORISED CAPITAL OF THE COMAPNY

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

b) RIGHT ISSUE

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

7. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, to the best of their knowledge and belief the Board of Directors
hereby submit that:

a. In the preparation of the Annual Accounts, for the year ended on 31^st March, 2024 the
applicable accounting standards have been followed and there are no material

departure from the same,

b. The Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at the end of financial year
and of the profit of the company for the financial year ended on 31^st March, 2024.

c. The Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities,

d. The Directors had prepared the Annual Accounts on a going concern basis,

e. The Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively and

f. The Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.

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

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

9. COMMENT ON AUDITORS' REPORT

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

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT,2013

The details of loans, investment, guarantees and securities covered under the provisions
of section 186 of the Companies Act, 2013 are provided in the financial statement.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1)
of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rules, 2014,
is attached as Annexure - 1.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

13. RESERVES & SURPLUS

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of section 135 of the Companies Act, 2013 is not applicable to your
Company as the Company does not fall under the criteria limits mentioned in the said
section of the Act.

Hence, the Company has not taken voluntary initiative towards any activity mentioned for
Corporate Social Responsibility.

15. DIVIDEND

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

16. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE
OF THE REPORT

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

17. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining
unpaid or unclaimed for a period of seven years shall be transferred to the Investor
Education and Protection Fund (“IEPF”). During the year under review, there was no
unpaid or unclaimed dividend in the “Unpaid Dividend Account” lying for a period of
seven years from the date of transfer of such unpaid dividend to the said account.
Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.

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

There are no significant material orders passed by the Regulators or Courts or Tribunal,
which would impact the going concern status of the Company and its future operation.

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

The details of conservation of energy, technology absorption etc. as required to be given
under section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)
Rules, 2014, is not given as the Company has not taken any major step to conserve the
energy etc. Further, there was no foreign exchange earnings and outgo during the financial
year 2023-24 (Previous Year - Nil).

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

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

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

³ Mr. Anand Lohia has been appointed as Company Secretary ofthe Company w.e.f. 17^th May, 2024.

Apart from the above changes, there were no other changes in the composition of the Board
of Directors of the Company during the Financial Year 2023-24 and till the date of Board's
Report.

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

22. DECLARATION BY INDEPENDENT DIRECTORS

Ms. Ziral Soni, Mr. Pranav Vajani, Mr. Kunjal Soni and Mr. Digesh Deshaval Independent
Directors of the Company have confirmed to the Board that they meet the criteria of
Independence as specified under Section 149 (6) of the Companies Act, 2013 and is qualify to
be Independent Director. They also confirmed that they meets the requirements of
Independent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015. The confirmations was noted by the Board.
During the year 1 (One) Independent Director Meeting was held on 30^th March, 2024.

23. CORPORATE GOVERNANCE

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

24. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable Secretarial
Standards issued by The Institute of Company Secretaries of India (ICSI). The Company has
devised proper systems to ensure compliance with its provisions and is in compliance with
the same.

25. DEPOSITS

As per Section 73 of the Companies Act, 2013 the Company has neither accepted nor
renewed any deposits during the financial year. Hence the Company has not defaulted in
repayment of deposits or payment of interest during the financial year.

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

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

• Degree of fulfillment of key responsibilities towards stakeholders (by way of
monitoring corporate governance practices, participation in the long-term strategic
planning, etc.);

• Structure, composition, and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management;

• Board / Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

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

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

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

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

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

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

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

The performance evaluation of the Chairman, the Non-Independent Directors and the Board
as a whole was carried out by the Independent Directors. The exercise of performance
evaluation was carried out through a structured evaluation process covering various aspects
of the Board functioning such as composition of the Board & committees, experience &

competencies, performance of specific duties & obligations, contribution at the meetings and
otherwise, independent judgment, governance issues etc.

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

The evaluation frameworks were the following key areas:

a) For Non-Executive & Independent Directors:

• Knowledge

• Professional Conduct

• Comply Secretarial Standard issued by ICSI Duties

• Role and functions

b) For Executive Directors:

• Performance as leader

• Evaluating Business Opportunity and analysis of Risk Reward Scenarios

• Key set investment goal

• Professional conduct and integrity

• Sharing of information with Board.

• Adherence applicable government law

The Directors expressed their satisfaction with the evaluation process.

27. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES

a) Vigil Mechanism / Whistle Blower Policy:

The Company has established vigil mechanism and framed whistle blower policy for
Directors and employees to report concerns about unethical behavior, actual or
suspected fraud or violation of Company's Code of Conduct or Ethics Policy.

b) Business Conduct Policy:

The Company has framed “Business Conduct Policy”. Every employee is required to
review and sign the policy at the time of joining and an undertaking shall be given for
adherence to the Policy. The objective of the Policy is to conduct the business in an
honest, transparent and in an ethical manner. The policy provides for anti-bribery and
avoidance of other corruption practices by the employees of the Company.

28. LOANS FROM DIRECTOR / RELATIVE OF DIRECTOR

During the year under review, the Company has not entered into any materially significant
related party transactions which may have potential conflict with the interest of the
Company at large. Suitable disclosures as required are provided in AS-18 which is forming
the part of the notes to financial statement.

29. PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the
Employees of the Company has received remuneration above the limits specified in the Rule

5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,
2014 during the financial year 2023-2024

30. STATUTORY AUDITOR

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

31. SECRETARIAL AUDITOR

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

32. DISCLOSURES

A. Composition of Audit Committee:

During the year under review, meetings of members of the Audit committee as tabulated below,
was held on 8^th May, 2023, 15^th May, 2023, 7^th June, 2023, 17^th July, 2023, 5^th August, 2023, 24^th
August, 2023 9^th November, 2023 and 14^th February, 2024 the attendance records of the
members of the Committee are as follows:

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

B. Composition of Nomination and Remuneration Committee:

During the year under review, meetings of members of Nomination and Remuneration
Committee as tabulated below, was held on 1^st April, 2023 and 15^th May, 2023 and the
attendance records of the members of the Committee are as follows:

C. Composition of Stakeholders Relationship Committee:

During the year under review, meetings of members of Stakeholders' Relationship committee as
tabulated below, was held on 12^th June, 2023 and 24^th August, 2023 and the attendance records
of the members of the Committee are as follows:

33. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always been committed to provide a safe and conducive work environment
to its employees. Your Directors further state that during the year under review there were
no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as
constituted by the Company.

34. MAINTENANCE OF COST RECORDS

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

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

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

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

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

37. INDUSTRIAL RELATIONS

The Directors are pleased to report that the relations between the employees and the
management continued to remain cordial during the year under review.

38. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Regulation 34 and Schedule
V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an
integral part of this Report, and provides the Company’s current working and future outlook
as per Annexure - 4.

39. ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation for the co-operation and
assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial
Institutions, Suppliers, Customers and other business associates who have extended their
valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and
appreciation for the commitment displayed by all executives, officers and staff at all levels of
the Company. We look forward for the continued support of every stakeholder in the future.

Registered Office: By the Order of the Board

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

Arcade, Nr, Ganjifarak Mill (Under CRIP)

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

Sd/- Sd/-

Aakash Thakor Mithleshkumar Agrawal

Director Managing Director

Place: Ahmedabad (Suspended) (Suspended)

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