To The members,
VAXFAB ENTERPRISES LIMITED
Your Directors are pleased to present the 43rd Annual Report together
with the Annual Financial Statement of Vaxfab Enterprises Limited ("Company")
for the Financial Year ended on March 31, 2026.
1. FINANCIAL RESULTS:
The financial statements of the Company have been prepared in accordance with the
Indian Accounting Standards ("Ind AS") notified under Section 133 of the
Companies Act, 2013 read with rules made thereunder. Financial performance of the Company,
for the Financial Year ended on March 31, 2026 is summarized below:
Standalone (Rs. In Lakhs)
| Particulars |
2025-26 |
2024-25 |
| Revenue from Operations |
9410.75 |
5867.10 |
| Other Income |
548.84 |
70.56 |
| Total Revenue |
9959.59 |
5937.66 |
| Expenditure |
9442.12 |
5892.01 |
| Profit Before Tax |
517.47 |
45.65 |
| Provision for Current Tax, Deferred Tax & Other Tax Expenses |
153.67 |
11.94 |
| Profit After Tax |
363.80 |
33.72 |
| Consolidated |
|
|
| Particulars |
2025-26 |
2024-25 |
| Revenue from Operations |
13126.91 |
5867.10 |
| Other Income |
5488.42 |
70.56 |
| Total Revenue |
136751.33 |
5937.66 |
| Expenditure |
139867.57 |
5892.01 |
| Profit Before Tax |
(3116.24) |
45.65 |
| Provision for Current Tax, Deferred Tax & Other Tax Expenses |
1514.60 |
11.94 |
| Profit After Tax |
(4630.84) |
33.72 |
2. DIVIDEND AND TRANSFER TO RESERVES:
With a view to conserve the resources for expansion of the business activities and
working capital requirements of the Company, the board of directors of the Company have
not recommended any dividend for the year under review (Previous Year: Nil). There is no
unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the
Companies Act, 2013.
3. REVIEW OF OPERATIONS, SALES AND WORKING RESULTS:
Your director reports that during the year under review, the Company has recorded total
sales of Rs. 9410.75 (In Lakhs) as compared to Rs. 5867.10 (In Lakhs) in the previous
financial year. The Profit before tax for the period under review is Rs. 517.47 (In Lakhs)
as compared to Rs. 45.65 (In Lakhs) in the previous financial year. The Profit after tax
during the year under review is Rs. 363.80 (In Lakhs) as compared to Rs. 33.72 (In Lakhs)
in the previous financial year.
The Directors are continuously looking for the new avenues for future growth of the
Company and expect more growth in the future period.
4. MATERIAL CHANGES, TRANSACTION AND COMMITMENTS/CHANGE IN THE NATURE OF
BUSINESS, IF ANY:
There is no change in the nature of the business of the Company for the year under
review. There were no significant or material order passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There has been no material changes and commitments, that affect the financial position
of the Company from the end of the financial year of the Company to which the financial
statements relate till the date of the directors' report other than those which have
already been disclosed to the Stock Exchange and mentioned below:
1. Pursuant to conversion of Warrants into Equity shares, the paid up capital of the
company has increased from Rs. 1,96,08,938 to Rs. 2,58,26,406.
2. The company has further subscribed the equity shares of Aarsha International Ltd to
make it our associate Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
Management Discussion and Analysis for the year under review is presented in a separate
section, which forms part of the Annual Report.
6. CAPITAL STRUCTURE:
(A) AUTHORISED SHARE CAPITAL:
The authorised Equity share capital of the Company as on 31st March 2026 is
Rs.34,70,00,000/- (Rupees Thirty-Four Crores seventy lakhs Only) divided into 3,47,00,000
(three crore forty-seven Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
The authorised preference shares capital of the Company as on 31st March
2026 is Rs. 30,00,000/- (Rupees Thirty Lakhs Only) divided into 3,00,000 (Three Lakhs)
Preference share of Rs. 10/- (Rupees Ten Only) each.
(B) PAID-UP SHARE CAPITAL:
The paid-up Equity share capital of the Company as on 31st March, 2026 is
Rs. 19,60,89,380.00/- (Rupees Nineteen crore sixty lakhs eighty nine thousand three
hundred and eighty Only) divided into 1,96,08,938 (one crore ninety six lakhs eight
thousand nine hundred thirty eight ) equity shares of Rs. 10/- (Rupees Ten Only).
The paid-up Preference share capital of the Company as on 31st March, 2026 is Rs.
26,00,000/-(Rupees Twenty Six Lakhs Only) divided into 2,60,000 (Two Lakhs Sixty Thousand)
preference share of Rs. 10/- (Rupees Ten Only).
(C) PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS:
During the financial year under review, pursuant to the approval of the Members and in
accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018 and other applicable laws, the Company
undertook a preferential issue of 2,04,04,372 (Two Crore Four Lakh Four Thousand Three
Hundred Seventy-Two) Convertible Warrants at an issue price of 21.02/- per Warrant
(including a premium of 11.02/- per Warrant), each carrying a right exercisable by the
warrant holder to subscribe to one fully paid-up Equity Share of face value of 10/- each
within a period of 18 months from the date of allotment. BSE Limited granted its
in-principle approval for the said preferential issue on 19th December 2025,
and the Board of Directors allotted the Convertible Warrants at its meeting held on 12th
January 2026.
The Board confirms that the preferential issue of Convertible Warrants, their
subsequent conversion into Equity Shares, and the utilisation of the issue proceeds were
carried out in compliance with the provisions of the Companies Act, 2013, the SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and other applicable laws.
7. TRANSFER TO RESERVES:
The Board of Directors of the Company does not propose to transfer any amount to the
Reserves for the year under review.
8. EXTRACT OF THE ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Act, the annual return of the
Company as on March 31, 2026 is available on the website of the Company i.e.
www.vaxfabenterprisesltd.in.
9. BOARD MEETINGS HELD DURING THE YEAR:
During the year 15 (Fifteen) Board meetings were held, with gap between Meetings not
exceeding the period prescribed under the Companies Act, 2013.
Board meeting dates are finalized in consultation with all directors and agenda papers
backed up by comprehensive notes and detailed background information are circulated in
advance before the date of the meeting thereby enabling the Board to take informed
decisions. The applicable details of these Board meetings including the attendance of the
Directors at those meetings are given in the report on Corporate Governance which forms
part of the Annual Report.
10. FRAUDS:
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported any frauds as required under section 143(12) of the Act, any
instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Directors' Report.
11. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES:
Subsidiaries of the company:
1. Eklingji Tradelink Private Lmited
2. Satvat Agro Llp
Associate Company:
1. Aarsha international limited
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
| Name of director/kmp |
Designation |
DIN |
Date of Appointment |
Date of resignation |
| Nikhil kumargupta |
Executive Director |
00025773 |
01/04/2025 |
- |
| Jinang dineshkumar shah |
Independent Director |
08388082 |
01/04/2025 |
- |
| Juhi sawajani |
Independent Director |
09811893 |
01/04/2025 |
- |
| Ravindra ashokbhai joshi |
Managing director |
10112296 |
01/04/2025 |
- |
| Nishant subhash Chandra gandhi |
Non-Executive - Non Independent Director |
09250907 |
13/02/2025 |
- |
| Neha rishabh bardia |
Company Secretary |
N.A |
06/01/2026 |
- |
| Nikhil kumar gupta |
Chief financial Officer |
N.A |
07/01/2026 |
- |
| Mubshara kachhot |
Chief financial Officer |
N.A |
02/07/2025 |
06/01/2026 (Due to Pre- Occupation in other assignments) |
| Mrs. Julee Akash Shah |
Company Secretary |
N.A |
05/09/2025 |
03/11/2025 (Due to Personal Reason) |
| Aakash Chaturvedi |
Company Secretary |
N.A |
01/04/2025 |
06/06/2025 (Due to Personal Reason) |
13. INDEPENDENT DIRECTOR'S FAMILIARIZATION PROGRAMME:
In compliance with the requirements of the Listing Regulations, the Independent
Directors have been familiarized about the Company by the Executive Management of the
Company which includes detailed presentations on the vision and mission of the Company,
its operations, business plans, and also future outlook of the entire industry. Details of
familiarization programs extended to the Independent Directors are also disclosed on the
Company website i.e. www.vaxfabenterprisesltd.in.
14. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
The Board adopted the evaluation performed by the Independent Directors on the Board's
performance carried out in accordance with the requirements of LODR Reg. 25(4)(a) which
took into account factors like ‘compliances with the provisions of the applicable
act(s), rules, regulations' and ‘corporate governance norms'. Satisfaction has been
recorded about the performance based on the aforesaid criteria. The performance of the
Committees was adjudged based on the criteria like ‘adequacy of composition,
execution and performance of specific duties, obligations and governance, quorum,
compliance with procedures applicable for the conduct of meetings, and review of the past
recommendations and decisions of the committees. The Board records its satisfaction about
the performance of all the committees of the Board. The performance evaluation of
Chairperson and Managing Director of the Company has been carried out by the Independent
Directors in accordance with LODR Reg. 25(4)(b) and stands duly adopted by the Board. The
performance evaluation of non-independent directors has been carried out by the
Independent Directors in accordance with LODR Reg. 25(4)(a) and it has been likewise
adopted by the Board. The remaining members of the Board were evaluated at the Board
Meetings based on various parameters like attendance, level of their engagement,
contribution, independency of judgement, contribution in safeguarding the interest of the
Company and other relevant factors.
15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board, on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence
of a Director as also a Policy for remuneration of Directors, Key managerial Personnel and
senior management. The aforesaid Policy is also available on the website of the Company
i.e. www.vaxfabenterprisesltd.in.
16. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:
The Independent Directors of your Company, in a separate meeting held on February 25,
2026 to carry out the evaluation for the financial year 2025-26 and inter alia, discussed
the following:
Reviewed the performance of Non-Independent Directors of the Company and the Board as a
whole.
Reviewed the performance of the Chairman of the Company taking into account the views
of Executive Directors and Non-executive Directors.
Assessed the quality, quantity and timelines of flow of information between the Company
management and the Board that is necessary for the Board to effectively and reasonable
perform their duties.
All Independent Directors of the Company were present at the Meeting.
17. AUDITORS:
a) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 and other applicable provisions of the
Companies Act,
2013 ("the Act"), the Members of the Company, at their 39th Annual General
Meeting ("AGM") held in the year 2022, appointed M/s. SSRV & Associates,
Chartered Accountants, Maharashtra (Firm Registration No. 135901W) as the Statutory
Auditors of the Company for a period of five years, to hold office from the conclusion of
the 39th AGM until the conclusion of the 44th AGM of the Company to be held in the year
2027.
However, M/s. SSRV & Associates, Chartered Accountants, resigned from the office of
Statutory Auditors of the Company with effect from 14th November, 2025, resulting in a
casual vacancy in the office of Statutory Auditors.
Thereafter, the Board of Directors, on the recommendation of the Audit Committee,
approved the appointment of M/s. Chandabhoy & Jassobhoy, Chartered Accountants (Firm
Registration No. 101648W) as the Statutory Auditors of the Company to fill the casual
vacancy, subject to the approval of the Members of the Company.
The Members of the Company, at their General Meeting held on 27th December, 2025,
approved the appointment of M/s. Chandabhoy & Jassobhoy, Chartered Accountants (Firm
Registration No. 101648W) as the Statutory Auditors of the Company to hold office for the
financial year 2025-26, until the conclusion of the ensuing Annual General Meeting.
The Board places on record its appreciation for the services rendered by the erstwhile
Statutory Auditors, M/s. SSRV & Associates, Chartered Accountants, during their tenure
as Statutory Auditors of the Company.
All observations, If any made in the Auditors' Report and notes forming part of the
Financial Statements are self-explanatory and do not call for any further comments. The
Statutory Auditors have not made any qualifications or reservations in their Independent
Auditors' Report.
The financial statements of the Company have been prepared in accordance with Indian
Accounting Standards (Ind AS) notified under section 133 of the Act. The Company has
received an unmodified opinion in the Auditors' Report for the financial year 2025-26. b)
SECRETARIAL AUDITORS:
M/s. A. Shubhangi & Associates, Company Secretaries is appointed as the Secretarial
Auditor, to conduct the audit of secretarial records of the Company for Five financial
years commencing from 1st April 2025 up to 31st March, 2030 pursuant to Section 204 of the
Companies Act, 2013 with reference to observation raised with related to functioning of
website, we would like to inform that we are in process of updating the same.
(c) Internal Auditor:
The Board of directors has appointed M/s. V K Nagar & Associates, Chartered
Accountant, FRN: 160833W, Ahmedabad as the internal auditor of the Company. The Internal
Auditor conducts the internal audit of the functions and operations of the Company and
reports to the Audit Committee and Board from time to time.
18. COST RECORDS:
The Company is not required to comply with the requirements of maintaining the cost
records, specified by the Central Government, under provisions of Section 148(1) of the
Act and accordingly no such records are made or maintained by the Company.
19. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has implemented proper system for safeguarding the operations / business of
the company, through which the assets are verified and frauds, errors are reduced and
accounts, information connected to it are maintained such, so as to timely completion of
the statements.
The Company has adequate systems of Internal Controls commensurate with its size and
operations to ensure orderly and efficient conduct of business. These controls ensure
safeguarding of assets, reduction and detection of fraud and error, adequacy and
completeness of the accounting records and timely preparation of reliable financial
information. The Company has internal audit and verification at regular intervals.
The requirement of having internal auditor compulsory by statue in case of listed and
other classes of companies as prescribed shall further strengthen the internal control
measures of company.
20. COMMITTEE OF BOARD OF DIRECTOR:
The Board of the Company has constituted the following Committees and each Committee
has its own terms of reference:
i. Audit Committee; ii. Nomination and Remuneration Committee; iii. Stakeholders
Relationship Committee
AUDIT COMMITTEE:
The composition and terms of reference of the Audit Committee are in compliance with
the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The
composition of Committee is given in this Report.
Terms of Reference of the Committee inter alia include the following:
a) oversight of the Company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible;
b) recommendation for appointment, remuneration and terms of appointment of auditors of
the Company;
c) approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
d) reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the board for approval, with particular reference to:
i. matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Act;
ii. changes, if any, in accounting policies and practices and reasons for the same;
iii. major accounting entries involving estimates based on the exercise of judgment by
management;
iv. significant adjustments made in the financial statements arising out of audit
findings;
v. compliance with listing regulations and other legal requirements relating to
financial statements;
vi. disclosure of any related party transactions;
vii. modified opinion(s) in the draft audit report;
e) reviewing, with the management, the quarterly financial statements before submission
to the board for approval;
f) reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement
of funds utilized for purposes other than those stated in the offer document / prospectus
/ notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of
a public or rights issue, and making appropriate recommendations to the board to take
up steps in this matter;
g) reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
h) approval or any subsequent modification of transactions of the Company with related
parties;
i) scrutiny of inter-corporate loans and investments;
j) valuation of undertakings or assets of the Company, wherever it is necessary;
k) evaluation of internal financial controls and risk management systems;
l) reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
m) reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
n) discussion with internal auditors of any significant findings and follow up there
on;
o) reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
p) discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
q) to look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors;
r) to review the functioning of the whistle blower mechanism;
s) approval of appointment of Chief Financial Officer after assessing the
qualifications, experience and background, etc. of the candidate;
t) Carrying out any other function as is mentioned in terms of reference of the
Committee.
u) Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on date.
v) consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders
Further, the Audit Committee mandatorily reviews the following information: a)
management discussion and analysis of financial condition and results of operations; b)
management letters / letters of internal control weaknesses issued by the statutory
auditors; c) internal audit reports relating to internal control weaknesses; and
d) the appointment, removal and terms of remuneration of the Chief Internal Auditor
shall be subject to review by the Committee.
e) statement of deviations:
i. quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of Listing
Regulations
ii. annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7) of Listing Regulations
Composition of Audit committee as on 31.03.2026:
| Name of the Director |
DIN |
Status |
Category |
| Nikhil Kumar Gupta |
00025773 |
Member |
Non-Executive - Non Independent Director |
| Jinang Dinesh Kumar Shah |
08388082 |
Chairperson |
Non-Executive - Independent Director |
| Juhi Sawajani |
09811893 |
Member |
Non-Executive - Independent Director |
The Committee invites such of the executives, particularly the head of the Finance
Function, representatives of the Statutory Auditors and any such other executives, as it
considers appropriate, to be present at the meetings.
All Committee Members are financially literate and have accounting and financial
management expertise.
Nomination and Remuneration Committee:
The composition and terms of reference of the Nomination and Remuneration Committee are
in compliance with the provisions of Section 178 of the Act and Regulation 19 of the
Listing Regulations.
The composition of Committee is given in this Report. Terms of reference of the
Committee inter alia include the following:
a) identification of persons who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down, recommend to the
Board their appointment and removal;
b) shall specify the manner for effective evaluation of performance of Board, its
committees and individual directors to be carried out either by the Board, by the
Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance;
c) formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to, the
remuneration of the directors, key managerial personnel and other employees;
d) formulation of criteria for evaluation of performance of independent directors and
the board of directors;
e) devising a policy on diversity of board of directors;
f) whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors; and
g) recommend to the Board, all remuneration, in whatever form, payable to Senior
Management.
Composition of Nomination and Remuneration Committee as on 31.03.2026:
| Name of the Director |
DIN |
Status |
Category |
| Nishant Subhashchandra Gandhi |
09250907 |
Member |
Non-Executive - Non Independent Director |
| Jinang Dineshkumar Shah |
08388082 |
Member |
Non-Executive - Independent Director |
| Juhi Sawajani |
09811893 |
Chairperson |
Non-Executive - Independent Director |
Stakeholders Relationship Committee:
The composition and terms of reference of the Stakeholders Relationship Committee are
in compliance with the provisions of Section 178 of the Act and Regulation 20 of the
Listing Regulations. The composition of Committee is given in this Report. The Committee
looks into redressing the stakeholders' grievances / complaints.
Compliance Officer: The Company Secretary of the Company, is designated as a Compliance
Officer pursuant to Regulation 6 of the Listing Regulations.
The Company has a designated E-mail ID i.e. vaxfabenterprisesltd@gmail.com for the
redressal of complaints / grievances of the stakeholders which is also displayed on the
website of the Company.
Terms of Reference of the Committee is as described below:
1. Redressal of shareholders' and investors' complaints, including and in respect of:
a) Allotment, transfer of shares including transmission, splitting of shares, changing
joint holding into single holding and vice versa, issue of duplicate shares in lieu of
those torn, destroyed, lost or defaced or where the space at back for recording transfers
have been fully utilized. b) Issue of duplicate certificates and new certificates on
split/consolidation/renewal, etc.; c) Non-receipt of share certificate(s), non-receipt of
declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual
report and any other grievance/complaints with Company or any officer of the Company
arising out in discharge of his duties.
2. Review the process and mechanism of redressal of Shareholders' /Investor's grievance
and suggest measures of improving the system of redressal of Shareholders' /Investors'
grievances. Efficient transfer of shares; including review of cases for refusal of
transfer /transmission of shares and debentures; Reviewing on a periodic basis the
approval/refusal of transfer or transmission of shares, debentures or any other
securities; Issue of duplicate certificates and new certificates on
split/consolidation/renewal; Allotment and listing of shares;
3. Review of measures taken for effective exercise of voting rights by shareholders.
4. Review of adherence to the service standards adopted by the listed entity in respect
of various services being rendered by the Registrar & Share Transfer Agent.
5. Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend
warrants/annual reports/statutory notices by the shareholders of the company.
6. Oversee the implementation and compliance of the Code of Conduct adopted by the
Company for prevention of Insider Trading for Listed Companies as specified in the
Securities & Exchange Board of India (Prohibition of insider Trading) Regulations,
2015 as amended from time to time.
7. Any other power specifically assigned by the Board of Directors of the Company from
time to time by way of resolution passed by it in a duly conducted Meeting, and
8. Carrying out any other function contained in the equity listing agreements as and
when amended from time to time.
Composition of stakeholder relationship committee:
| Name of the Director |
DIN |
Status |
Category |
| Ravindra Joshi |
10112296 |
Member |
Executive Director |
| Jinang Dineshkumar Shah |
08388082 |
Member |
Non-Executive - Independent Director |
| Nishant Subhashchandra Gandhi |
09250907 |
Chairperson |
Non-Executive - Non Independent Director |
21. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:
The Company has not required to constitute Internal Complaints Committee under the
Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act,
2013.There has been no complaint related to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, during the year. The disclosures with
respect to the same are as under:
(a) Number of complaints of sexual harassment received in the year: Nil
(b) Number of complaints disposed off during the year: Nil
(c) Number of cases pending for more than ninety days: Nil
22. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961:
The Company is committed to upholding the rights and welfare of its women employees and
has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made
thereunder, as amended from time to time. All eligible women employees are provided
maternity leave and other benefits in accordance with the applicable provisions of the
Maternity Benefit Act, 1961. The Company has also ensured a safe and supportive working
environment in line with statutory requirements.
The Company continues to remain in full compliance with the provisions of the Maternity
Benefit Act, 1961, and confirms that there have been no instances of non-compliance or
adverse findings in this regard during the financial year under review.
23. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:
The Company treats its employees as most valuable assets as it knows that without good
employees the best of the business plans and ideas will fail. In today's dynamic and
continuously changing business world, it is the human assets and not the fixed or tangible
assets that differentiate an organization from its competitors. Improving employee
efficiency and performance has always been the top most priority for the Company. The
Company also aims to align human resource practices with its business goals. The
performance management system enables a holistic approach to the issue of managing
performance and does not limit to only an appraisal.
24.RISK MANAGEMENT AND POLICY ON RISK MANAGEMENT:
At present, the company has not identified any element of risk which may threaten the
existence of the company. It has a comprehensive Risk Management system, which ensures
that all risks are timely defined and mitigated in accordance with the Risk Management
Policy.
25. VIGIL MECHANISM AND WHISTLE BLOWER:
The Board has approved and established a Vigil Mechanism and Whistle Blower Policy for
the Directors and employees of the Company to report their genuine concerns and its
details are explained in the
Corporate Governance Report. The Company's Vigil Mechanism and Whistle Blower Policy
entitle its Directors and employees to also report the instances of leak or suspected leak
of Unpublished Price Sensitive Information. The aforesaid Policy is also available on the
website of the Company i.e. www.vaxfabenterprisesltd.in
26. RELATED PARTY TRANSACTIONS AND POLICY ON RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
an arm's length basis and were in the ordinary course of business and were placed before
the Audit Committee and also before the Board for their review and approval. The
requirement of disclosing the details of the related party transactions under Section
134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in Form
AOC-2 is annexed as "Annexure B".
In line with the provisions of the Act and Listing Regulations, the Company has
formulated a Related Party Transactions Policy for determining materiality of Related
Party Transactions and also the manner for dealing with Related Party Transactions. The
Related Party Transactions Policy is uploaded on the Company's website and can be accessed
at: www.vaxfabenterprisesltd.in. Further, pursuant to the Listing Regulations, Related
Party disclosures in compliance with the applicable Accounting Standards have been given
in the Notes to the Financial Statements.
27.MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
Disclosures required pursuant to the provisions of Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, forms part of this report and appears at "Annexure C".
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under, Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in terms of
Section 136 of the Act the said statement is available for inspection and any Member
interested in obtaining a copy of the same may write to the Company Secretary and
Compliance Officer of the Company.
28. LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments, if any covered under the provisions of
Section 186 of the Act are given in the notes to the Financial Statements.
29. DEPOSITS:
The Company has not accepted deposits from the public during the year under review. No
deposits were outstanding at the beginning or at the closure of the financial year under
review.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your directors confirm:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed to the extent applicable to the Company and there are no material
departures;
b) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors, have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and operating effectively;
and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
A. Conservation of Energy
The Company does not carry out any manufacturing operations. Hence, the particulars
relating to conservation of energy as prescribed under Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable.
B. Technology Absorption
The Company has not undertaken any manufacturing operations and therefore, the
particulars relating to technology absorption are not applicable. However, the Company
continues to explore and use the latest available technology and digital platforms to
improve its trading operations, supply chain efficiency and customer services.
C. Foreign Exchange Earnings and Outgo
Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil
32. CORPORATE GOVERNANCE:
The provisions relating to Corporate Governance as prescribed under Regulation 17 to
Regulation 27 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are not applicable to the Company for the financial year
under review, as the Company falls within the exemption criteria prescribed under the
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Accordingly, the Company is not required to furnish a separate
Corporate Governance Report.
33. LISTING OF SHARES OF THE COMPANY
During the period under review the company was listed on the BSE SME Platform of the
BSE Limited. The company has paid the Annual Listing Fees for the year 2026 - 27 to BSE
Limited.
34. SECRETARIAL STANDARDS
The Company has complied with all the applicable Secretarial Standards issued by The
Institute of Company Secretaries of India during the year under review.
35. GENERAL:
I. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. II.
There was no instance of onetime settlement with any Bank or Financial Institution.
III. The details about the policy developed and implemented by the company on corporate
social responsibility initiatives taken during the year.
37. ACKNOWLEDGEMENT:
Your directors express their sincere gratitude for the assistance and cooperation
extended by Financial Institutions, Banks, Government Authority, Shareholders, Suppliers,
Customers and Stakeholders. Your directors also wish to place on record their appreciation
of the contribution made by the employees at their level towards achievements of the
Companies goals.
| Date: September 07, 2026 |
For and on behalf of the Board of Directors |
| Place: Ahmedabad |
|
|
SD/- |
|
Ravindra Ashokbhai Joshi |
|
Chairman |
|
(DIN: 10112296) |
|