డైరెక్టర్ల నివేదిక HVAX Technologies Ltd.

Mar 31, 2025

The directors are pleased to present this 15^th Annual report on the business and operations of your company along with the Audited
Financial Statement for the year ended on 31^st March, 2025.

1. FINANCIAL RESULTS:

3. CAPITAL STRUCTURE:

A. AUTHORISED CAPITAL

The Authorised Share Capital of the Company as on 31^st March, 2025 was '' 25,00,00,000/- (Rupees Twenty-Five Crores) in the
following manner:

The financial performance of your company for the Financial Year ended on 31^st March, 2025, is given below:

(All amounts are in Lakhs, unless otherwise stated)

Particulars	FY 2024-25	FY 2023-24
Revenue from Operations	13,103.19	10,606.13
Add: Other Income	38.90	140.86
Total Revenue (A)	13,142.09	10,746.99
EXPENSES
Cost of Materials and Services Consumed	7,916.75	6,753.00
Employee Benefit Expenses	1,302.19	1,111.17
Finance Cost	247.05	157.65
Depreciation	154.29	107.27
Other Expenses	2,025.80	1440.18
Total Expenses (B)	11,646.08	9,569.27
Profit before Exceptional/Prior period and Extraordinary items and tax	1,496.01	1,177.72
Exceptional/Prior Period and Extraordinary items	-	(35.98)
Profit before Tax (A) - (B)	1,496.01	1,141.74
Less: TAX Expense	391.60	290.15
Profit after Tax	1,104.41	851.59
Earnings per Share
(1) Basic/Diluted (in '')	45.90	137.49
(2) Basic/Diluted (in '') after Bonus Issue	45.90	42.95

2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:

During the financial year ended 31^st March, 2025, your Company achieved a total income of '' 13,103.19 Lakhs as compared to ''
10,606.13 Lakhs in the previous financial year ended 31^st March, 2024, registering a growth of 23.54%. The Net Profit After Tax for
the year under review stood at '' 1,104.41 Lakhs as against '' 851.59 Lakhs in the previous year, reflecting an increase of 29.69%.
This consistent growth in both revenue and profitability demonstrates the robust operational performance and financial stability of
your Company.

S. No.	Type of Share issued	No. of Shares Issued	Value per share (in ''	Total Amount (in '')
1	Equity	2,50,00,000	10	25,00,00,000/-
2	Preference Share	0	0	0.00
	Total			25,00,00,000/-

During the year under review, there was no change in the Authorised Capital of the Company.

B. PAID UP CAPITAL

During the year under review, the paid-up share capital of the Company underwent the following changes-

• During the year under review, the Company allotted 13,63,250 equity shares as fully paid-up bonus shares on 1^st April, 2024,
in the ratio of 2:1 to the existing shareholders.

• Subsequently, the Company was listed on the EMERGE SME platform of the National Stock Exchange of India Limited (NSE)
w.e.f. 7^th October, 2024, and successfully came out with its Initial Public Offer (IPO). Pursuant to the IPO, the Company issued
and allotted 7,32,000 equity shares of face value '' 10/- each at a price of '' 458/- per share (including share premium of ''
448/- per share).

Consequent to the aforesaid allotments, the paid-up equity share capital of the Company as on 31^st March, 2025 is as follows:

S. No.	Type of Share	No. of Shares	Value per share (in '')	Total Amount (in ''
1	Equity Shares	27,76,875	10	2,77,68,750/-
			Total	2,77,68,750/-

C. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

D. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

E. BONUS SHARES

During the year under review, the Company allotted Bonus Shares in the ratio of 2:1 (i.e., two fully paid-up equity shares for every one
equity share held) to the existing shareholders of the Company.

F. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

G. SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares with differential rights during the year under review.

4. DIVIDEND:

In order to conserve the resources of the Company and
strengthen its financial position, your directors have not
recommended any dividend on the equity shares for the
financial year 2024-25. However, considering the growth
prospects and accumulated profits, the Board may
recommend the declaration of dividend(s) in the forthcoming
financial year.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There were no changes in the nature of business of your
company during the year under review.

6. ANNUAL RETURN

Pursuant to amendments in Sections 92, 134(3) of the
Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of the annual return
is available on the website of the Company viz; https://www.
hvax.in.

7. BOARD MEETINGS AND ATTENDANCE:

The Directors of your company met at regular intervals with
the gap between two meetings not exceeding 120 days to
review company''s policies and strategies apart from the
Board matters. The notices of the meeting were given in
advance. Additional meetings were held on the basis of the
requirements of the company. Proper quorum was present
in each meeting as per the Companies Act requirement.

8. DIRECTOR’S RESPONSIBILITY STATEMENT:

To the best of knowledge and belief and according to the
information and explanations obtained by them, your
directors make the following statement in terms of Section
134(3)(c) of the Companies Act, 2013 that:

a) In the preparation of the annual accounts for the
financial year ended 31^st March, 2025, the applicable
accounting standards have been followed and there
are no material departures for the same;

b) The directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent, so as
to give true and fair view of the state of affairs of the
company as on 31^st March, 2025 and of the profits of
the company for the year ended on that date;

c) Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in

accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) Directors have prepared the annual accounts on a
going concern basis;

e) Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such system were adequate and operating
effectively;

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.

9. INTERNAL FINANCIAL CONTROL SYSTEMS AND ITS
ADEQUACY:

Your Company has its internal financial control systems
commensurate with the size of its operations, 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 optimal utilization of resources, reliability of its
financial information and compliance and timely preparation
of reliable financial information.

Internal Audit Reports and significant audit observations
are brought to the attention of the Audit Committee
of the Company. The internal controls existing in the
Company are considered to be adequate vis-a-vis the
business requirements. Your Company ensures adequacy,
commensurate with its current size and business, to ensure
operational efficiency, protection and conservation of
resources, accuracy and promptness in financial reporting
and compliance of laws and regulations. It is supported
by the internal audit process and will be enlarged to be
adequate with the growth in business activity.

For more details on internal financial control system and
their adequacy kindly refer Management Discussion and
Analysis Report.

10. TRANSFER TO RESERVE:

The Directors do not propose to transfer any amount to Free
Reserves. The Accounting Standards permit that the amount
that stands at profit/ loss after tax is included in reserves &
surplus schedule i.e Other Equity.

11. DEPOSITS:

Your company has not accepted any deposits from the

public falling within the purview of Section 73 and 74 of the
Companies Act, 2013 read together with the Companies
(Acceptance of Deposit) Rules, 2014; therefore, there was
no principal or interest outstanding as on the date of the
balance sheet.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not made
any investments or provided any guarantees. However, the
Company has advanced loans which are well within the limits
approved by the Members of the Company and in compliance
with the provisions of Section 186 of the Companies Act,
2013 ("the Act”) and the rules made thereunder. The details
of loans, guarantees and investments covered under Section
186 of the Act are disclosed in the Notes to the Standalone
Financial Statements forming part of this Annual Report.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE
WITH RELATED PARTIES:

In line with the requirements of the Companies Act, 2013
and Listing Regulations, your Company has formulated a
Policy on Related Party Transactions which is also available
on the Company''s website at https://www.hvax.in. The
Policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all transactions
between the Company and Related Parties.

All transactions entered into with related parties during
the financial year were on an ordinary course of business
and at arm''s length basis, which were approved by the
Audit Committee. There were no material related party
transactions, i.e. transactions exceeding 10% of the annual
consolidated turnover as per the last audited financial
statement, were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions
as required under Section 134(3)(h) of the Companies Act,
2013, in Form AOC-2 is not applicable.

14. HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANY / IES:

The Company has no Holding, Subsidiary, Associate or Joint
Venture Companies as on 31^st March, 2025

15. MATERIAL CHANGES AND COMMITMENT, IF ANY BETWEEN
THE DATE OF THE BOARD REPORT AND END OF FINANCIAL
YEAR, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There were no Material changes and commitments affecting
the financial position of the Company occurred between the
end of the financial year to which these Financial Statements
relate and on the date of this report.

16. COMPLIANCE OF SECRETARIAL STANDARD:

During the year under review, the Company has complied
with applicable Secretarial Standards.

17. CORPORATE SOCIAL RESPONSIBILITY:

As per Companies Act, 2013, all the Companies having
net worth of '' 500 crore or more, or a turnover of '' 1000
Crores or more or net profit of '' 5 Crores or more during any
financial year are required to constitute a CSR Committee
comprising three or more Directors, at least one of whom
should be independent Director. All such Companies are
required to spend 2% of the average profits of last three
preceding financial years on CSR activities.

The Company adopted its CSR initiatives during the financial
year ended 31^st March, 2025, the Company incurred CSR
expenditure of '' 15,52,893/- (Rupees Fifteen Lakh Fifty-Two
Thousand Eight Hundred Ninety-Three).

The Company''s CSR initiatives were in accordance with
Section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules,
2014 and details of the same is set out in amended Annual
Report on CSR Activities and is annexed herewith as
ANNEXURE - I.

18. AUDITORS & AUDIT REPORT:

> STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 and the Companies (Audit and Auditors) Rules,
2014, M/s. Keyur Shah & Associates, Chartered Accountants,
Ahmedabad (ICAI Firm Registration No. 333288W) has been
appointed as statutory auditors of the Company till the
conclusion of 19^th (Nineteenth) AGM to be held in FY 2028¬
29, in the previous Annual General Meeting held on 30^th
September, 2024.

The Auditors'' Report for FY 2024-25 does not contain any
qualification, reservation, or adverse remark. The report is
enclosed with the financial statements in this Integrated
Annual Report.

> SECRETARIAL AUDITOR:

Your Company had appointed M/s. Parth Nair & Associates,
Ahmedabad as Secretarial Auditor for the Financial Year
ended 31^st March, 2025 in accordance to the provisions of
Section 204 of Companies Act, 2013 read with rules framed
thereunder. The Secretarial Audit Report in the Form MR-3
issued by the Secretarial Auditor forms part of this Report as
ANNEXURE - II.

> INTERNAL AUDITOR:

In accordance with the provisions of Section 138 of the Companies Act, 2013 your Company has appointed M/s CHK & Associates,
Chartered Accountants, Mumbai as the Internal Auditors for the Financial Year 2025-26.

> BOARD’S RESPONSE ON AUDITOR’S QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE:

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the year ended
31^st March, 2025. The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2024-25. The
Auditor''s report does not contain any qualification, reservation or adverse remarks. The notes on financial statement referred to in
the Auditor''s report are self-explanatory and do not call for any comments.

During the year, there were no instances of fraud reported by auditors under Section 143(12) of the Companies Act, 2013.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under
Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as
ANNEXURE - III.

20. DIRECTOR AND KEY MANAGERIAL PERSONNEL:

In terms of Section 152(6) of the Companies Act, 2013, Mr. Prayagdatt Vijaykumar Mishra (DIN- 03306298) Director of the Company
is liable to retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment

The Directors and KMPS of the Company as on 31^st March 2025 were as below:

Sr. No.	Name of the Director	DIN/PAN	Designation & Category
1.	Nirbhaynarayan Sudarshan Singh	02709947	Chairman & Wholetime Director
2.	Prayagdatt Vijaykumar Mishra	03306298	Managing Director
3.	Shiv Kumar Mittal	02578461	Non-Executive Director
4.	Brinda Jitendrakumar Soni	10474209	Independent Director
5.	Renuka Kunal Bajaj	10475413	Independent Director
6.	Anandan Jayachandran Sengundamudaliar	FZLPS7921B	Company Secretary
7.	Siddharth Patel	APDPP2133H	CFO

Particular of Changes in directorship & KMP during the year: -

Name	DIN/PAN	Nature of Change	Designation	Date
Priyank Vijaykumar Goradia	BPXPG5288R	Cessation	Chief Financial Officer	30/01/2025
Siddharth Patel	APDPP2133H	Appointment	Chief Financial Officer	30/01/2025

21. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that
they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framed
thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There was no change in the circumstances affecting their status of Independent Directors of the Company.

The Board of Directors is of the opinion that the Independent Directors of the Company holds highest standards of integrity and

possess requisite expertise and experience required to fulfil
their duties as Independent Directors. The Independent
Directors have confirmed that they have registered
themselves with Independent Directors database of The
Indian Institute of Corporate Affairs (IICA) and have cleared
online proficiency test as applicable.

22. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION INCLUDING CRITERIA FOR DETERMINING
QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE
OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER
SUB-SECTION (3) OF SECTION 178:

Your Company has framed a Nomination and Remuneration
Policy to formulate the criteria for determining qualifications,
competencies, positive attributes and independence for
appointment of a director (executive/ non-executive/
independent), Senior Management and other employees.

The Nomination and Remuneration Committee (NRC)
identifies and recommends eminent professionals
with relevant expertise and independent standing for
appointment as Independent Directors, in line with the
Company''s Policy on Selection of Directors and Determining
Independence. The Policy, revised during the year, sets
guiding principles for assessing qualifications, attributes,
diversity and independence of Directors.

The Remuneration Policy, framed under Section 178 of the
Companies Act, 2013, is performance-driven, aligned with
industry practices and designed to reward achievement and
contribution.

23. FORMAL ANNUAL EVALUATION PROCESS BY BOARD:

Pursuant to the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, the Board carried out the annual
performance evaluation of the Board, its committees
and individual Directors. The evaluation was conducted
through a structured questionnaire covering aspects
such as Board composition, culture, effectiveness,
governance and discharge of duties.

The performance of individual Directors, including
the Chairman, was assessed on parameters like level
of engagement, independence of judgement and
safeguarding of stakeholders'' interests. The evaluation
of Independent Directors was done by the entire
Board, while the Independent Directors reviewed
the performance of the Chairman, Non-Independent
Directors and the Secretarial Department. The Directors
expressed satisfaction with the overall evaluation
process.

24. CORPORATE GOVERNANCE:

Since the Company''s securities are listed on the NSE Emerge
SME Platform, in terms of Regulation 15 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the provisions relating to Corporate Governance
under Regulations 17 to 27, clauses (b) to (i) of Regulation
46(2) and paras C, D and E of Schedule V are not applicable.
Accordingly, the Corporate Governance Report does not
form part of this Annual Report.

25. COMMITTEES:

The Board has constituted 3 main Committees, viz. Audit
Committee, Nomination and Remuneration Committee
and Stakeholders Relationship Committee. The Board is
authorized to constitute other functional Committees,
from time to time, depending on business needs. The
recommendations of the Committees are submitted to the
Board for approval. During the year, all the recommendations
of the Committees were accepted by the Board. The
Composition of various Committees of your Company as on
31^th March, 2025 was as below:

> Audit Committee:

In compliance with the requirement of Section 177, as
applicable to the Company, the Board of Directors has
constituted Audit Committee. The members of the Audit
Committee possess financial/accounting expertise/
exposure. The Audit Committee assists the Board in its
responsibility for overseeing the quality and integrity of
the accounting, auditing and reporting practices of the
Company and its compliance with the legal and regulatory
requirements. Apart from the matters provided under
Section 177(4) of the Companies Act, 2013, the Audit
Committee also review the significant legal cases pending
and all material developments are reported to the Board.

The Company has constituted an Audit Committee of the
Company on 01^st April 2024. The Audit Committee comprises
of the following Directors of the Company;

Sr No.	Name of Director	Designation	Position on the Committee
1	Mrs. Brinda Jitendrakumar Soni	Independent Director	Chairman
2	Mr. Nirbhaynarayan Sudarshan Singh	Executive Director	Member
3	Mrs. Renuka Kunal Bajaj	Independent Director	Member

> Nomination and Remuneration Committee:

The Company constituted a Nomination & Remuneration
Committee (NRC) of the Company on 01^st April 2024 in line
with the provision of Section 178 of the Act.

The Nomination & Remuneration Committee comprises of
the Independent/Non-Executive Directors of the Company
as mentioned below.

Sr No.	Name of Director	Designation	Position on the Committee
1	Mrs. Brinda Jitendrakumar Soni	Independent Director	Chairman
2	Mr. Shiv Kumar Mittal	Non-Executive Director	Member
3	Mrs. Renuka Kunal Bajaj	Independent Director	Member

A Copy of the NRC Committee Policy will be available at the
Company''s website https ://www.hvax.in

> Stakeholders Relationship Committee:

The Company has constituted a Stakeholders Relationship
Committee of the Company on 01^st April 2024 in line with the
provision of Section 178 of the Act.

The Stakeholders Relationship Committee comprises of the
Independent/Non-Executive Directors of the Company as
mentioned below.

Sr No.	Name of Director	Designation	Position on the Committee
1	Mrs. Renuka Kunal Bajaj	Independent Director	Chairman
2	Mr. Nirbhaynarayan Sudarshan Singh	Executive Director	Member
3	Mrs. Brinda Jitendrakumar Soni	Independent Director	Member

A Copy of the Stakeholders Relationship Committee Policy
will be available at the Company''s website https://www.
hvax.in

26. POLICIES:

> RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks towards the key business
objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating
actions on a continuing basis. These are discussed at the
meetings of the Board of Directors of the Company. Although,
Board is of the opinion that there are no major risks affecting
the existence of the Company.

> ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER
POLICY FOR DIRECTORS AND EMPLOYEES:

Your Company promotes ethical behaviors in all its business
activities and has put in place a mechanism wherein the
employees are free to report illegal or unethical behavior,
actual or suspected fraud or violation of the Company''s
Codes of Conduct or Corporate Governance Policies or any
improper activity to the Chairman of the Audit Committee of
the Company or Chairman of the Board. The Whistle Blower
Policy has been duly communicated within your Company.

Under the Whistle Blower Policy, the confidentiality of those
reporting violation(s) is protected, and they are not subject
to any discriminatory practices. No personnel have been
denied access to the Audit Committee in this regard. The
Vigil Mechanism and Whistle Blower Policy may be accessed
on the Company''s website https://www.hvax.in.

> SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has in place a Prevention of sexual
harassment policy in line 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.

Your Company did not receive any sexual harassment
complaints during the year ended on 31^st March, 2025

The Company is committed to provide safe and conducive
work environment to all its employees and associates The
policy adopted by the Company for Prevention of Sexual
Harassment is available on its website at https://www.hvax.in.

27. PARTICULARS OF EMPLOYEES:

The remuneration paid to the Directors is in accordance
with the Nomination and Remuneration Policy of the
Company formulated pursuant to Section 178 of the
Companies Act, 2013.

The disclosures required under Section 197 of the Companies
Act, 2013 read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014,
including any statutory modifications or re-enactments
thereof, have been duly complied with and form part of this
Report in accordance with the applicable provisions.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of the Company''s performance is made
in the Management Discussion and Analysis Report, which
forms part of this Annual Report. (ANNEXURE - IV)

29. INSURANCE

The properties and insurable assets of the Company such as
buildings, plants, machinery and stocks among others are
adequately insured.

30. CEO AND CFO CERTIFICATION:

Since your Company''s securities are listed on NSE SME
Platform, by virtue of Regulation 15 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Compliance with CEO and CFO Certification as
provided under Sub- regulation 8 of Regulation 17 is not
applicable. Hence, the same does not form part of this
report.

31. DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in DEMAT mode.
The ISIN No. allotted is INE0TO501019. The Company''s
Equity Shares are compulsorily tradable in electronic form.

32. LISTING AND DEPOSITORY FEES:

Your Company has paid Annual Listing Fee for the financial
year 2025-26 to NSE Ltd. according to the prescribed norms
& regulations. Company has also paid Annual Custody Fee
to National Securities Depository Limited and Issuer Fee to
Central Depository Services (India) Limited for the financial
year 2025-26.

33. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company
has followed the Accounting Standards referred to in Section
133 of the Companies Act, 2013. The significant accounting
policies which are consistently applied are set out in the
Notes to the Financial Statements.

34. ENVIRONMENT, HEALTH AND SAFETY:

The Company considers it is essential to protect the Earth
and limited natural resources as well as the health and well¬
being of every person. The Company strives to achieve safety,
health and environmental excellence in all aspects of its
business activities. Acting responsibly with a focus on safety,

health and the environment is a part of the Company''s DNA.

35. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company lays emphasis on competence and
commitment of its human capital, recognizing its pivotal
role for organizational growth. During the year, the Company
maintained a record of peaceful employee relations. Your
directors wish to place on record their appreciation for the
commitment shown by the employees throughout the year.

36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE:

During the year under review there has been no such
significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and
company''s operations in future.

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

During the year under review, neither there is any application
made, nor any proceedings are pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016).

38. 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
REASONSTHEREOF:

During the year under review, no such exercise has
happened.

39. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND

The Company was not required to transfer any amounts to
Investor Education and Protection Fund (IEPF).

40. CREDIT RATING:

During the year under review the Company has not obtained
any credit rating.

41. GENERAL DISCLOSURES:

Your 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 financial year under
review:

• There were no material changes in commitments affecting the financial position of your Company between the end of financial
year (March 31, 2025) and the date of the report.

• During the period under review, none of the Auditors of the Company have reported any fraud as specified under the second
proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force);

• The Company is not required to maintain cost records and cost audit not applicable as your company does not fall under the
purview of Section 148 of Companies Act, 2013.

APPRECIATIONS & ACKNOWLEDGMENT:

Your directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all the
Clients, Dealers and other business associates for their contribution to your Company''s growth. The Directors also wish to
place on record their appreciation of the valuable services rendered by the executive, staff and workers of the Company.

Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, NSE, NSDL, CDSL, MCA, ROC, Central
Government and Government of various States and other Regulatory Authorities including Local Governing Bodies.

Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. We place on record our
appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their
hard work, solidarity, cooperation and support.

The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your directors look
forward for their continued support in the future for the consistent growth of the Company.

By Orders of the Board of Directors
For, Hvax Technologies Limited

Sd/-

Prayagdatt Vijaykumar Mishra

Managing Director
DIN: 03306298

Date: 2^nd September, 2025
Place: Ahmedabad
Registered Office:

CIN: L74999MH2010PLC210329

601, Lodha Supremus, I-Think Techno Campus,

Kanjurmarg (East), Mumbai City, Mumbai,

Maharashtra, India, 400042

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Mar 31, 2024

The directors have pleased to present this 14^th Annual report on the business and operations of
your company along with the Audited Financial Statement for the year ended on 31st March,
2024.

1. FINANCIAL HIGHLIGHTS:

The Standalone Company’s financial performance for the year ended 31st March, 2024:

*fAII amounts arp in l.akhs unless otherwise statedl

Particulars	2023-24	2022-23
Revenue from operations	10,606.13	9,592.92
Other Income	140.86	20.94
Total Income	10,746.99	9,613.86
Profit Before interest, tax, depreciation and amortisation	1,406.66	880.58
Finance Cost	157.65	70.35
Depreciation and amortisation expenses	107.27	107.23
Profit before tax (PBT)	1,141.74	703
Tax	290.15	179.41
Net Profit	851.59	523.59

2. STATE OF COMPANY''S AFFAIRS AND FUTURE OUTLOOK:

During the Financial year 2023-24, revenue from operations were Rs. 10606.13/- (amount
in lakhs) as against Rs. 9,592.92/- (amount in lakhs) in the previous financial year
witnessing an increase of 10.56% and Profit Before Tax was Rs. 1,141.74/- (amount in
lakhs) as against Rs. 703/- (amount in lakhs) in the previous financial year reflecting an
increase of 62%. Profit after tax was Rs. 851.59/- (amount in lakhs) as against Rs. 523.59/-
(amount in lakhs), an increase of 62.64% over the previous financial year.

3. DIVIDEND:

The Directors do not recommend any dividend for the financial year under review. The
Company has formulated and adopted a Dividend Distribution Policy.

4. CAPITAL STRUCTURE

The Authorised Share Capital of the Company as on 31^st March, 2024 was Rs. 25,00,00,000/-
(Rupees Twenty-Five Crores) divided into 2,50,00,000/- (Two Crore Fifty Lakh) Equity
Shared of Rs. 10/- (Rupees Ten) each.

During the year Company has issued, and allotted 64,724 (Sixty-Four Thousand Seven
Hundred Twenty-Four only) fully paid-up Equity Shares of the Company of the face value of
Rs. 10 [Rupees Ten per share] each on private placement basis at a price of Rs. 618 [Rupees
Six Hundred Eighteen] including premium of Rs. 608 [Rupees Six Hundred Eight Premium
per share] per Equity Share aggregating to Rs. 3,99,99,432/- (Rupees Three Crore Ninety-
Nine Lakh Ninety-Nine Thousand Four Hundred Thirty-Two Only). Consequently, the
issued, subscribed and paid-up equity share capital increased from Rs. 61,69,010/- (Rupees
Sixty-One Lakh Sixty-Nine Thousand Ten) divided into 6,16,901 (Six Lakh Sixteen Thousand
Nine Hundred One) Equity Shares of the Company of the face value of Rs. 10 [Rupees Ten
per share] each to Rs. 68,16,250/- (Rupees Sixty-Eight Lakh Sixteen Thousand Two Hundred
Fifty) divided into 6,81,625 (Six Lakh Eighty-One Thousand Six Hundred Twenty-Five)
Equity Shares of the Company of the face value of Rs. 10 [Rupees Ten per share] each.

During the year under review the Company has not issued shares of following classes given
below.

• Issue of Equity shares with differential rights

• Issue of sweat Equity shares

• Issue of Bonus Shares

• Allotment of Right Shares

• Issue of employee stock options

• Provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of employees.

5. RESERVES:

The Directors do not propose to transfer any amount to the Free Reserves. The Accounting
Standards permit that the amount that stands at profit/ loss after tax is included in reserves
& surplus schedule i.e Other Equity.

6. DEPOSITORY SYSTEM:

As on 31st March 2024, Company''s paid-up Equity Share Capital comprising of 681625
Equity Shares (100.00%) were held in dematerialised mode.

The Company''s Equity Shares are compulsorily tradable in electronic form.

7. DEPOSITS

During the year under review your Company has not accepted any deposits from the public
in terms of Section 73 and Section 76 of the Companies Act, 2013 read with The Companies
(Acceptance of Deposits) Rules 2014.

8. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF
FINANCIAL YEAR:

The following are the particulars as required under the provisions of Section 134(3)(1),
have occurred which have affected the financial position of the company occurred between
31st March 2024 and on the date of Board''s Report

a. On 01^s* April, 2024, the Company has allotted 13,63,250 Equity Shares of Rs. 10/- each
to existing shareholders of the Company holding shares at the close of business hours on
the Record Date i.e. 30th March, 2024, in the ratio of 2:1 i.e. 2 (Two) fully paid-up Equity
Shares for every 1 (One) Equity Share held as bonus shares.

b. On 13^,h June, 2024, The Company has filed Draft Red Herring Prospectus to create, offer,
issue and allot equity shares of an aggregate number up to and not exceeding 7,50,000
(Seven lakh Fifty Only) Equity Shares (the “Fresh Issue") with National Stock Exchange
of India Limited ("NSE India") where the company''s equity shares are proposed to be
listed NSE EMERGE platform of NSE India and / or any other regulatory authority as
may be necessary

9. HOLDING / SUBSIDIARY / ASSOCIATE COMPANIES:

As on March 31, 2024, the Company does not have any subsidiaiy, holding or associate
company.

10. CHANGE IN THE NATURE OF BUSINESS:

The Company has not changed its nature of Business during the Year.

11. COMPLIANCE OF SECRETARIAL STANDARD:

The company has complied with all the applicable compliances of Secretarial Standard.

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

The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read
with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith as ANNEXURE -
I.

13. CORPORATE SOCIAL RESPONSIBILITY:

As per Companies Act, 2013, all the Companies having net worth of Rs. 500 crore or more, or
a turnover of Rs. 1000 Crores or more or net profit of Rs. 5 Crores or more during any
financial year are required to constitute a CSR Committee comprising three or more
Directors, at least one of whom should be independent Director. All such Companies are
required to spend 2% of the average profits of last three preceding financial years on CSR
activities.

The Company has adopted its CSR initiatives during the financial year ended 31st March,
2024, the Company incurred CSR expenditure of Rs. 11,60,000/- (Rupees Eleven Lakh Sixty
Thousand).

The Company’s CSR initiatives were as per the CSR Policy of the Company available at the
registered office of the company and in accordance with Section 135 of the Companies Act,
2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and details

of the same is set out in amended Annual Report on CSR Activities and is annexed herewith
as ANNEXURE - II.

14. RELATED PARTY TRANSACTIONS:

During the year under review, the Company has entered into various Related Parties
Transactions as defined under Section 188 of the Companies Act, 2013 with related parties
as defined under Section 2 (76) of the said Act Further all the necessary details of
transaction entered with the related parties are attached herewith in form no. AOC-2 for
your kind perusal and information is annexed herewith as ANNEXURE - III.

15. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3)(C) of die Companies Act, 2013 with
respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2024,
the applicable accounting standards had been followed along with proper explanation
relating to material departures;

(ii) 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 as at 31st March, 2024 and of the profit
and loss of die company for diat period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance widi the provisions of the Companies Act, 2013 for
safeguarding die assets of the company and for preventing and detecting fraud and
other irregularities;

(iv) the directors had prepared the annual accounts on a going concern basis; and

(v) 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.

16. 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 Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013 and per the criteria of independence laid down
in Section 149(6). Code for independent directors of the Companies Act, 2013 that the
relevant expertise and experience required to be an independent director of the Company
and the Company has complied with the same.

17. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION INCLUDING
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES,
INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB¬
SECTION (3) OF SECTION 178:

Considering the requirement of skill sets on the Board, eminent persons having an
independent standing in their respective field / profession and who can effectively
contribute to the Company''s business and policy decisions are considered by the
Nomination and Remuneration Committee, for appointment, as an Independent Director on
the Board The Committee, inter alia, considers qualification, positive attributes, area of
expertise and number of Directorship(s) and Membership(s) held in various committees of
other companies by such persons in accordance with the Company''s Policy for Selection of
Directors and determining Directors’ independence and recommends to the Board their
appointment

The Policy for selection of Directors and determining Directors'' independence sets out the
guiding principles for the Nomination and Remuneration Committee for identifying persons
who are qualified to become Directors and to determine the independence of Directors,
while considering their appointment as Independent Directors of the Company. The Policy
also provides for the factors in evaluating the suitability of individual board members with
diverse background and experience that are relevant for the Company''s operations. There
has been change in the policy during the current year. The remuneration paid to Directors is
in accordance with Nomination and Remuneration Policy formulated in accordance with
Section 178 of the Companies Act, 2013.

The Company''s remuneration policy is directed towards rewarding performance based on
review of achievements. The remuneration policy is in consonance with existing industry
practice.

18. COMMITTEES OF THE BOARD:

During the year under review, The Board has not constituted any committee(s) in the
Company during the Financial Year 2023-24.

However, after the closure of Financial year 2023-24, The Board has constituted 3 main
Committees, viz. Audit Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility and is authorised to constitute other functional Committees, from time
to time, depending on business needs. The recommendations of the Committees are
submitted to the Board for approval. During die year, all the recommendations of the
Committees were accepted by die Board.

AUDIT COMMITTEE:

In compliance with the requirement of Section 177, as applicable to the Company, the Board
of Directors has constituted Audit Committee. The members of the Audit Committee possess
financial/accounting expertise/exposure. The Audit Committee assists the Board in its
responsibility for overseeing the quality and integrity of the accounting, auditing and
reporting practices of die Company and its compliance with the legal and regulatory
requirements. Apart from die matters provided under Section 177(4} of die Companies Act,
2013, the Audit Committee also review the significant legal cases pending and all material
developments are reported to die Board.

The Company has constituted a Audit Committee of die Company on 01*'' April, 2024. The
Audit Committee comprises of the following Directors of the Company under the

Chairmanship of Ms. Brinda Jitendrakumar Soni, Independent Director. The other
Independent / Executive Directors of the Committee are:

1. Mr. Nirbhaynarayan Sudarshan Singh, Executive Director

2. Ms. Brinda Jitendrakumar Soni, Independent Director

Terms of reference

The Audit Committee of the Company is entrusted with the powers and responsibilities
specifically mention in Policy.

A Copy of the Audit Committee Policy will be available at the registered office of the
Company for the Members seeking information.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination & Remuneration Committee (NRC) of the
Company on 01" April, 2024 in line with the provision of Section 178 of the Act.

The Nomination & Remuneration Committee comprises of tire Independent/Non-Executive
Directors of the Company under the Chairmanship of Ms. Brinda Jitendrakumar Soni,
Independent Director of the Company. The other Independent / Non-Executive Directors of
the Committee are:

1. Mr. Shiv Kumar Mittal, Non-Executive Director

2. Mrs. Renuka Kunal Bajaj, Independent Director

Terms of reference

i. 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 emp oyees;

ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experier.ee on the Board
and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended tc the Board for
appointment as an independent director shall have die capabilities icentified in such
description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of an external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to
diversity; and

c) Consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of Independent Directors and the Board;

iv. To ensure that the relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and

v. Identifying persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, and recommend to the
Board of Directors their appointment and removal and shall carry out evaluation of
every director''s performance;

vi. recommend to the board, all remuneration, in whatever form, payable to senior
management;

vii. Such other matters as may be required by any statutory, contractual or other regulatory
requirements to be attended to by such committee from time to time.

A Copy of die NRC Committee Policy will be available at the registered office of die Company
for the Members seeking information.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted a Stakeholders Relationship Committee of the Company on
01^st April, 2024 in line with the provision of Section 178 of the Act.

The Stakeholders Relationship Committee comprises of the Independent/Non-Executive
Directors of the Company under the Chairmanship of Mrs. Renuka Kunal Bajaj, Independent
Director. The other Independent / Executive Directors of the Committee are:

1. Mr. Nirbhaynarayan Sudarshan Singh, Executive Director

2. Ms. Brinda Jitendrakumar Soni, Independent Director

Terms of reference

• Resolving the grievances of the security holders of the company including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general
meetings etc;

• Review of measures taken for effective exercise of voting rights by shareholders;

• 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;

• 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;

• Such other matters as may be required by any statutory, contractual or other
regulatory requirements to be attended to by such committee from time to time.

A Copy of the Stakeholders Relationship Committee Policy will be available at the registered
office of the Company for the Members seeking information.

19. RISK MANAGEMENT:

The Company implemented an integrated risk management approach though which it
reviews and assesses significant risks on a regular basis to ensure that a robust system on
risk controls and mitigation is in place. Senior management periodically reviews this risk
management framework to keep update and address emerging challenges.

20. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial
statements. During the year, such controls were tested and no reportable material weakness
in the design or operation was observed.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY S OPERATIONS
IN FUTURE:

During the year under review there has been no such significant and material orders passed
by the regulators or courts or tribunals impacting the going concern status and company''s
operations in future.

22. STATUTORY AUDITOR & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, M/s. Keyur Shah & Associates, Chartered Accountants,
Ahmedabad (ICAI Firm Registration No. 333288W) has been appointed statutory auditors of
the Company for the FY 2023-24 in the Extra-Ordinary General Meeting held on 16^th
January, 2024. Thus, the tenure of M/s. Keyur Shah & Associates, Chartered Accountants
would end at the conclusion of the ensuing AGM.

Consequent to the completion of term of Statutory Auditors (M/s. Keyur Shah & Associates,
Chartered Accountants) at the 14th AGM, the Board of Directors, based on the
recommendation of the Audit Committee, have recommended the re-appointment of M/s.
Keyur Shah & Associates, Chartered Accountants (ICAI Firm Registration No. 333288W) as
Statutory Auditors of the Company for a term of 5 (Five) continuous years from the
conclusion of 14th (Forteenth) AGM till the conclusion of 19th (Ninteenth) AGM of the
Company for the approval of shareholders of the Company in the forthcoming AGM.

The Company has received a letter from M/s. Keyur Shah & Associates, Chartered
Accountants confirming that they are not disqualified to act as Statutory Auditors of the
Company and they comply with the eligibility criteria/requirements specified under Section
141(3) of the Companies Act and the RBI Circulars.

The Auditors’ Report for FY 2023-24 does not contain any qualification, reservation, or
adverse remark. The report is enclosed with the financial statements in this Integrated
Annual Report

23. BOARD''S COMMENT ON AUDITOR''S REPORT:

The observation(s) made in the Auditor''s Report are self-explanatory and therefore, do not
call for any further comments under Section 134(3)(f) of the Act

The Auditor''s Report does not contain any qualifications, reservations, adverse remarks or
disclaimer.

24. COST RECORD AND COST AUDIT:

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Act are not applicable for the business activities carried
out by the Company

25. SECRETARIAL AUDITOR:

The provisions of Section 204 of the Act and Rules made thereunder, pertaining to the
appointment of Secretarial Auditor do not apply to our Company for the financial year 2023-
24.

26. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, no instances of fraud were reported by the Statutory Auditor
of the Company under section 143 (12) of the Companies Act, 2013.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013
("the Act") form part of the Notes to the financial statements provided in this Integrated
Annual Report.

28. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

In terms of Section 152(6) of the Companies Act, 2013, Mr. Nirbhaynarayan Sudarshan
Singh (DIN- 02709947) Whole-time Director of the Company is liable to retire by rotation in
the ensuing Annual General Meeting and being eligible offers himself for re-appointment

The Directors and KMPS of the Company as on 31st March. 2024 were as below:

Sr. No.	Name of the Director	DIN/PAN	Designation & Category
1.	Nirbhaynarayan Sudarshan Singh	02709947	Chairman & Wholetime Director
2.	Prayagdatt Vijaykumar Mishra	03306298	Managing Director
3.	Shiv Kumar Mittal	02578461	Non-Executive Director
4.	Brinda Jitendrakumar Soni	10474209	Independent Director
5.	Renuka Kunal Bajaj	10475413	Independent Director
6.	Anandan Jayachandran Sengundamudaliar	FZLPS792IB	Company Secretary
7.	Priyank Vijaykumar Goradia	BPXPG5288R	CFO

Particular of Changes in directorship & KMP during the vear: -

Name	D1N/PAN	Nature of Change	Designation	Date
Nirbhaynarayan Sudarshan Singh	02709947	Change in Designation	Wholetime Director	12/02/2024
Prayagdatt Vijaykumar Mishra	03306298	Change in Designation	Managing Director	12/02/2024
Shiv Kumar Mittal	02578461	Appointment	Non-Executive Additional Director	17/11/2023
Shiv Kumar Mittal	02578461	Regularization	Non-Executive Director	11/12/2023
Brinda Jitendrakumar Soni	10474209 .	Appointment	Independent Director	12/02/2024
Renuka Kunal Bajaj	10475413	Appointment	Independent Director	12/02/2024
Anandan J. Sengundamudaliar	FZLPS7921B	Appointment	Company Secretary	12/02/2024
Priyank Vijaykumar Goradia	BPXPG5288R	Appointment	CFO	12/02/2024

29. NUMBER OF MEETING OF THE BOARD:

During the year under review, 12 Board Meetings were held during the year. The maximum
time gap between two consecutive meetings of the Board did not exceed the time limit
prescribed under the Companies Act, 2013.

30. STATEMENT ON ANNUAL EVALUATION:

A formal evaluation of the Board and of the individual Director is one potential effective way
to respond to the demand for greater Board''s accountability and effectiveness. The
effectiveness and performance of the Board are evaluated and measured, considering the
following parameters: -

a. Performance of the Board against the performance benchmark set

b. Overall value addition by the discussions taking place at the Board meetings.

c. The regularity and quality of participation of the individual director in the deliberation
of the Board and its Committees, close monitoring of the various actions taken for the
implementation of the Board''s decision.

The Board carried out annual performance evaluation of the Board and Individual Directors.
The Independent Directors carried out annual performance evaluation of the Chairman, the
non-independent directors and the Board as a whole.

31. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(6) of the Companies Act, 2013 each of the Independent Directors of
the Company has given his declaration in the Board Meeting confirming that they meet the
criteria of independence. All the Independent Directors of the Company at the time of their
first appointment to the Board and thereafter, at the first meeting of the board in every
financial year, give a declaration that they meet with the criteria of Independence as
provided under section 149(6) of the Companies Act, 2013.

In compliance with the rule 6(1) of the Companies (Appointment and Qualification of
Directors) Rules, 2014, all the independent directors of our company have renewed
themselves with the Indian Institute of Corporate Affairs. Since All of the independent
directors of our Company have served as directors in our unlisted public company having a
paid-up share capital of Rs. 10 crore or more for a period not less than 3 years, so they are
exempted from the requirement to undertake the online proficiency self-assessment test
conducted by IICA and as per rule 6(4) of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence prescribed under the Act.

32. VIGIL MECHANISM:

The Company has established a robust Vigil Mechanism and a Whistle-blower policy in
accordance with the provisions of the Act. The Company evaluates incidents of suspected or
actual violations of the Code of Conduct and reports them to the Audit Committee every
quarter. Employees and other stakeholders are required to report actual or suspected
violations of applicable laws and regulations and the Code of Conduct. Such genuine
concerns (termed Reportable Matter) disclosed as per Policy and can be raised by a Whistle¬
blower through an e-mail or dedicated telephone line or to the Chairman of the Audit
Committee.

33. EXTRACT OF ANNUAL RETURN:

Pursuant to amendments in Sections 92, 134(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, requirement of the extract of Annual Return
in Form MGT-9 is dispensed with.

Henceforth Copy of the annual return will be available on the website of the Company viz;
https://www.hvax.in and at the registered office of the Company for the Members seeking
information.

34. PARTICULARS OF EMPLOYEE:

During the year under review, pursuant to Rule 5(2) Companies (Appointment and
Remuneration of Managerial Personnel) Amendment Rules, 2016, no employee:

(i) if employed throughout the financial year, was in receipt of remuneration for that year
which, in the aggregate, was not less than one crore and two lakh rupees;

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of
that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand
rupees per month;

(iii) if employed throughout the financial year or part thereof, was in receipt of
remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in
the aggregate, is in excess of that drawn by the managing director or whole time director or
manager and holds by himself or along with his spouse and dependent children, not less
than two percent of the equity shares of the company.

35. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place, The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 lias been notified
on 9th December. 2013 is taken into consideration. Under the said Act every Company is
required to set up an Internal Complaints Committee to look into complaints relating to
sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace
and has set up Committee for implementation of said policy. During the year, Company has
not received any complaint of harassment.

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

During the year under review, neither there is any application made nor any proceedings
are pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

37. 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, no such exercise has happened.

38. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company was not required to transfer any amounts to Investor Education and
Protection Fund (IEPF).

39. CREDIT RATING:

During the year under review the Company not has obtained any credit rating.

40. ACKNOWLEDGMENTS:

Your Directors would like to thank all stakeholders viz., customers, shareholders, dealers,
suppliers, bankers, employees and all other business associates lor the continuous support
given by them to the Company and its Management

FOR, HVAX TECHNOLOGIES LIMITED

Sd/- Sd/-

NIRBHAYNARAYAN SUDARSHAN SINGH PRAYAGDATT VIJAYKUMAR MISHRA

WHOLETIME DIRECTOR MANAGING DIRECTOR

DIN: 02709947 DIN: 03306298

Date: 12.09.2024
Place: Mumbai