Vaxtex Cotfab Limited — AGM Information 2025

Apr 11, 2025

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To, Date: 11 P [th] P April, 2025 National Stock Exchange of India Limited “Exchange Plaza”, C-1, Block G, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051

Dear Sir/Madam

Sub: Notice calling Extra-Ordinary General Meeting Ref: Security Id: VCL / Series: EQ

This is to inform that Extra-Ordinary General Meeting (EGM) of the Members of the Company has been scheduled to be held on 05th May, 2025 at 04:00 P.M through Video Conference (VC) and Other AudioVisual Means (OVAM) to approve the businesses as set out in the EGM Notice. The Notice calling the EGM is enclosed herewith for your information and record.

The Exchange is requested to take the same on record.

Thanking you.

For, Vaxtex Cotfab Limited

Thakor Digitally signed by Thakor Aakash Date: 2025.04.11 Aakash 16:34:19 +05'30'

Aakash Thakor Managing Director DIN: 07960192

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NOTICE OF THE EXTRA ORDINARY GENERAL MEETING (“EGM”) OF THE COMPANY

NOTICE is hereby given that the Extra-Ordinary General Meeting (“EGM”) of the Shareholders of “Vaxtex Cotfab Limited” (the “Company”) will be held on 5P[th] P May, 2025 at 04:00 P.M.(IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following Special Business:

SPECIAL BUSINESSES:

1. Change in Designation of Mr. Aakash Thakor (Din:07960192) as Managing Director & Chairman of the Company:

To consider and if thought fit, to pass with or without modifications, following resolutions as Ordinary Resolutions:

"RESOLVED THAT , pursuant to the provisions of Section 196, 197, 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, (“the Act”), The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or reenactment(s) thereof for the time being in force), and pursuant to the provisions of the Articles of Association of the company, (as approved by the Nomination and Remuneration Committee) and as approved in the meeting of the Board of Directors dated 7P[th] P March, 2025 such other consents and permissions as may be necessary, consent of the shareholders be and is hereby accorded for change in designation of Mr. Aakash Thakor, (DIN: 07960192) from Non -Executive Director to Managing Director and Chairman of the Company for a period of 5 years with effect from 7P[th] P March, 2025 to 6th March, 2030 on the terms and conditions including remuneration as set out in the explanatory statement annexed to the Notice convening this meeting, with liberty to the Board of Directors to alter and vary the terms and conditions of the said designation change including remuneration in such manner as may be agreed between the Board of Directors and Mr. Aakash Thakor and which is permissible as per schedule V of Companies Act,2013.

RESOLVED FURTHER THAT , for the purpose of giving effect to this resolution, the board be and is hereby authorized to undertake all acts, deeds and execute all documents and pass relevant resolutions for the purpose of giving effect to this resolution, from time to time and to undertake all such steps, as may be deemed necessary in this matter.

RESOLVED FURTHER THAT , any of the Directors of the Company, be and is hereby authorized to file the said resolution with the Registrar of Companies, Ahmadabad / Ministry of Corporate Affairs, and to do all such acts, deeds and things as may be necessary, expedient and incidental thereto to give effect to the above resolution.”

2. Regularization of Ms. Hardika Ladha (DIN: 10942355) as Non-Executive and Independent Director of the Company:

To consider and if thought fit, to pass with or without modification, following resolution as Special resolution :

“RESOLVED THAT, pursuant to the provisions of Sections 149, 150 and 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013, (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), including any statutory modification(s) or re-enactment(s) of the Act and Listing Regulations, and in terms of Articles of Association of the Company, Ms. Hardika Ladha (DIN: 10942355), who was appointed as an Additional Non-Executive and Independent Director of the Company in the Board meeting dated 08P[th] P February,2025 in terms of Section 161 of the Act and whose term of office expires as on this General Meeting and who qualifies for being appointed as an Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years with effect from 08P[th] P February, 2025 to 07th February, 2030.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.”

3. Regularization of Mr. Devi Singh (DIN: 09528536) as Non-Executive-Non-Independent Director of the Company:

To consider and if thought fit, to pass with or without modification, following resolution as Ordinary resolution:

“RESOLVED THAT, pursuant to the provisions of Sections 152, 161 and all other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder, (including any statutory modifications or re-enactment(s) thereof and any rules made thereunder, for the time being in force), Mr. Devi Singh (DIN: 09528536), who was appointed as Additional Non-Executive and NonIndependent Director of the Company in the meeting of Board of Directors dated 7P[th] P March, 2025 with effect from March 07, 2025 and whose appointment has been recommended by the Nomination and Remuneration Committee, be and is hereby appointed as a Non-Executive and Non-Independent Director of the Company whose office shall be liable to retire by rotation.

RESOLVED FURTHER THAT, the Board be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to any Committee of Directors or Director(s) to give effect to the aforesaid resolution.”

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Registered Office:

J-03 (GF to 4th Floor) Tejendra Arcade, Nr, Ganjifarak Mill Compound, Nr. Rakhial Char Rasta, Rakhial, Ahmedabad, Ahmadabad City, Gujarat, India, 380023

By order of the Board For, Vaxtex Cotfab Limited

Date : 11P[th] P April, 2025 Place: Ahmedabad

Sd/Aakash Thakor Chairman & Managing Director DIN: 07960192

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NOTES:

1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice.

2. The Extra-Ordinary General Meeting (“EGM”) will be held on Monday, 5P[th] P May, 2025 at 4:00 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), in compliance with the applicable provisions of the Companies Act, 2013 read with Ministry of Corporate Affairs’ (“MCA”) General Circular no. 14/2020 dated 8th April, 2020, MCA General Circular no. 17/2020 dated 13th April, 2020, MCA General Circular No. 20/2020 dated 5th May, 2020, MCA General Circular No. 22/2020 dated 15th June, 2020, MCA General Circular No. 02/2021 dated 13th January, 2021 and Circular No. 02/2022 dated 5th May, 2022 and SEBI Circulars dated 12th May, 2021 and 15th January, 2021, Circular No. 02/2022 dated 5th May, 2022 and 10/2022 dated 28th December, 2022 and in compliance with the provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The deemed venue for this EGM shall be the Registered Office of the Company.

3. All documents referred to in the accompanying Notice shall be open for inspection by the Members by writing an e-mail to the Company at 32Tcs.vaxtex@gmail.com32T

4. The Company is sending this Notice to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories and the Company’s Registrars and Transfer Agent (“RTA”) as on Friday, 4P[th] P April, 2025 (“Cut-Off Date”). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e., Friday, 25P[th] P April, 2025.

5. Members whose e-mail addresses are registered with the Company/ RTA/ Depositories will receive the notice of Extra-Ordinary General Meeting (“EGM”) in electronic form.

6. Only those Members whose names are appearing in the Register of Members/ List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

7. Since this EGM is being held through VC/OAVM pursuant to MCA Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. Members have to attend and participate in the ensuing EGM though VC/OAVM. However, the Body Corporates are entitled to appoint Authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.

8. Members of the Company under the category of “Institutional Investors” are encouraged to attend and vote at the EGM through VC/OAVM. Body Corporates whose Authorized Representatives are intending to attend the Meeting through VC/OAVM are requested to Email at 32Tcs.vaxtex@gmail.com 32T and/ or at 32Tinfo@accuratesecurities.com32T, a certified copy of the Board Resolution/ authorization letter authorizing their representative to attend and vote on their behalf at EGM through E-voting.

9. The Members can join the Extra-Ordinary General Meeting (“EGM”) in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Extra-Ordinary General Meeting through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the Extra-Ordinary General Meeting without restriction on account of first come first served basis.

10. The attendance of the Members attending the Extra-Ordinary General Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

11. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote E-voting to its Members in respect of the business to be transacted at the Extra-Ordinary General Meeting. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote E-voting system as well as venue voting on the date of the ExtraOrdinary General Meeting will be provided by NSDL.

12. In line with the Ministry of Corporate Affairs (“MCA”) Circular No. 17/2020 dated April 13, 2020, the Notice calling the Extra-Ordinary General Meeting has been uploaded on the website of the Company at 32Twww.vaxtexcotfabltd.com 32T. The Notice can also be accessed from the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote E- voting facility) i.e. 32Twww.evoting.nsdl.com32T

13. Extra-Ordinary General Meeting has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

14. The Board of Directors has appointed Mr. Gaurav Bachani (Membership No: 61110, COP No: 22830), Proprietor of M/s. Gaurav Bachani & Associates, Company Secretaries, Ahmedabad as the Scrutinizer to scrutinize the remote voting and e-voting process in fair and transparent manner.

15. The Scrutinizer will submit his consolidated report to the Chairperson, or any other person authorised by him, after completion of scrutiny of the votes cast, and the result of the voting will be announced by the Chairperson or any other person authorized by him. The Scrutinizer’s decision on the validity of votes cast will be final.

16. The Results declared along with the Scrutinizer’s Report shall be communicated to the Stock Exchange, where the equity shares of the Company are listed on NSE and be made available on its website viz. 32Twww.nseindia.com32T

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins on Friday, 02 P [nd] P May, 2025, at 9:00 A.M. and ends on Sunday, 04 P [th] P May, 2025 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members/ Beneficial Owners as on the record date (cut-off date) i.e. Friday, 25th April, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Friday, 25th April, 2025.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

32T A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

32TIn terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

32TLogin method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. If you are already registered forNSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: 32Thttps://eservices.nsdl.com/32Teither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner”icon under “Login” which is available under“IDeAS”section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider – NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting. 2. If the user is not registered for IDeAS e-Services, option to register is available at32Thttps://eservices.nsdl.com32T. Select“Register Online for IDeAS” Portal or click at32Thttps://eservices.nsdl.com/SecureWeb/IdeasDirec tReg.jsp. 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:32Thttps://www.evoting.nsdl.com/32Teither on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during themeeting.
Individual Shareholders holding securities in demat mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are 32Thttps://web.cdslindia.com/myeasi/home/login32T or 32Twww.cdslindia.com32Tand click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at 32Thttps://web.cdslindia.com/myeasi/Registration/EasiRegistration. 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 32Twww.cdslindia.com32Thome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication,user will beprovided

links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on options available against company name ore- Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

32T Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

32T Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Logintype	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at 32Tevoting@nsdl.co.in32Tor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at32Thelpdesk.evoting@cdslindia.com32Tor contact at 022- 23058738 or022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: 32Thttps://www.evoting.nsdl.com/32T either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below:

	Manner of holding shares i.e. Demat	Your User ID is:
	(NSDL or CDSL) or Physical
	a) For Members who hold shares in demat	8 Character DP ID followed by 8 Digit Client ID
	account with NSDL.	For example, if your DP ID is IN300*** and
		Client ID is 12** then your user ID is
		IN30012***.
	b) For Members who hold shares in demat	16 Digit Beneficiary ID, for example, if your
	account with CDSL.	Beneficiary ID is 12** then your
		user ID is 12**
	c) For Members holding shares in Physical	EVEN Number followed by Folio Number
	Form.	registered with the company, for example, if
		folio number is 001*** and EVEN is 101456
		then user ID is 101456001***

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) How to retrieve your ‘initial password’?

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

4. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “ 32T Forgot User Details/Password ?32T”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

5. b) 32T Physical User Reset Password ?32T” (If you are holding shares in physical mode) option available on 32Twww.evoting.nsdl.com32T.

6. c) If you are still unable to get the password by aforesaid two options, you can send a request at 32Tevoting@nsdl.co.in32T mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

7. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

8. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 9. Now, you will have to click on “Login” button.

9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and who’s voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

Once you confirm your vote on the resolution, you will not be allowed to modify your vote General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to 32Tcsgauravbachani@gmail.com32T with a copy marked to 32Tevoting@nsdl.co.in32T.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “32TForgot User Details/Password? 32T” or “ 32TPhysical User Reset Password?32T” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of

32Twww.evoting.nsdl.com 32T or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at 32Tevoting@nsdl.co.in32T

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhar (self-attested scanned copy of Aadhar Card) by email to cs.vaxtex@gmail.com 32T.

2. In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self- attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (cs.vaxtex@gmail.com). If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. 32T Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode 32T.

3. Alternatively, shareholder/members may send a request to 32Tevoting@nsdl.co.in32T for procuring user id and password for e-voting by providing above mentioned documents.

4. 32TIn terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access E-voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE EGM ARE AS UNDER: -

1. The procedure for E-voting on the day of the EGM is same as the instructions mentioned above for remote E-voting.

2. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote E-voting and are otherwise not barred from doing so, shall be eligible to vote through E-voting system in the EGM.

3. Members who have voted through Remote E-voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

4. The details of the person who may be contacted for any grievances connected with the facility for E-voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e- Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders, who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/ folio number, email id, mobile number at (cs.vaxtex@gmail.com). The same will be replied by the Company suitably.

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013

Item No. 1:

Approval for Change in Designation of Mr. Aakash Thakor (Din:07960192) as Managing director of the company: ORDINARY RESOLUTION

The Brief Profile of Mr. Aakash Thakor (Din:07960192) is mentioned herein below:

Mr. Aakash Thakor has completed Bachelor of Commerce from Gujarat University and has more than 10 years of experience in handling the operations of the Company.

Looking to his expertise & vast experience in the field, the Board of Directors of the Company (the ‘Board’), had at its meeting held on 7P[th] P March, 2025, subject to the approval of the members, changed the designation of Mr. Aakash Thakor (Din:07960192) from Non- Executive Director & Chairman to Managing Director & Chairman of the Company, whose office will be liable to retire by rotation, for a period of 5 (Five) years w.e.f. 7P[th] P March, 2025 to 6P[th] P March, 2030 on terms and conditions including remuneration as mentioned below:

• 1) Term of appointment: Five years w.e.f. 7th March, 2025 to 6th March, 2030.

2) Salary, perquisites and allowances:

Salary, perquisites and allowances up to Rs. 10,00,000/- (Rupees Ten Lakhs Only) per annum for a period of 5 years w.e.f. 7P[th] P March, 2025. Salary, perquisites and allowances may be revised periodically based on the recommendation of the Board of Directors or subject to the provisions of the Companies Act, 2013.

The relevant disclosures in terms of Schedule V to the Companies Act, 2013 is given hereunder ;

• GENERAL INFORMATION:

1. Nature of Industry: The Company is engaged in Textile business.

2. Date or expected date of commencement of commercial production : 26P[th] P December, 2005

3. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus : Not Applicable.

4. Financial performance based on given indicators:

	Standalone	Standalone
Particulars	F.Y. 2023-24	F.Y. 2022-23
RevenueFromOperations	1662.03	7562.15
Other Income	52.59	89.19
Total Income	1714.62	**7,651.34 **
Less: Total Expenses before Depreciation, Finance Cost andTax	2,576.16	7599.32
Profit/ Loss before Depreciation, Finance Cost **and Tax **	(861.54)	180.63
Less: Depreciation	15.26	27.86
Less: Finance Cost	6.58	62.82
**Profit Before Tax **	(883.41)	115.93
Less:CurrentTax	0.00	2.69
Less: Deferred tax Liability (Asset)	0.00	0.00
**Profit after Tax **	(883.41)	113.20

Foreign investments or collaborations, if any : No collaborations have been made by the Company with any of foreign entity. Further, as at December 31, 2024, total holding of NRI Shareholders was 2282100 Equity Shares.

• Information about the appointee :

1. Background Details : Mr. Aakash Thakor (Din:07960192) was originally appointed as a Nonexecutive Director on the Board of our Company. Later on, he was appointed as Managing Director of the Company w.e.f. March 07, 2025. He is experienced member with having expertise in managing the operations which help in the better growth of the company.

2. Past Remuneration : Nil

3. Recognition or awards : Mr. Aakash Thakor (Din:07960192) is well recognized for his skills in managing business activities and has been efficiently managing overall affairs of the Company.

4. Job Profile and his suitability : In the capacity of Managing Director of the Company, Mr. Aakash Thakor (Din:07960192) shall be responsible for business strategy, strengthening governance practices and providing leadership to the Company’s operations or such other roles and responsibilities as may be assigned to him by the Board from time to time.

5. Terms and Conditions of Remuneration : - Salary, perquisites and allowances upto Rs. 10,00,000/- (Rupees Ten Lakhs Only) per annum for a period of 5 years w.e.f. March 07, 2025.

6. Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin): Taking into consideration the size of the Company, the profile of Mr. Aakash Thakor (Din:07960192), the responsibilities shouldered by him and the industry benchmarks, the remuneration proposed to be paid is commensurate with the remuneration packages paid to similar senior level incumbents, in other companies.

7. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any:

8. Mr. Aakash Thakor directly or indirectly not related to any of the director or promoter of the Company.

• Other Information:

1. Reasons of loss or inadequate profits: Company is primarily engaged in the Textile Business. Due to fiercely competitive environment in the industry, profitability of the company may be affected.

2. Steps taken or proposed to be taken for improvement: Focus has been placed on promotion and marketing so as to increase the sales turnover of the Company and efforts are being made towards cost reduction and this will result into increase in profits of the Company.

3. Expected increase in productivity and profits in measurable terms: Not Applicable

Item No. 2:

To regularize appointment of Ms. Hardika Ladha (DIN: 10942355) as Non-Executive Independent Director of the Company : SPECIAL RESOLUTION

Pursuant to provisions of Section 161 of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, the Board of Directors of the Company has appointed Ms. Hardika Ladha as an Additional Non-Executive and Independent Director of the Company with effect from Saturday, 08P[th] P February, 2025.

Ms. Ms. Hardika Ladha possesses appropriate skills, knowledge and experience in the field of Secretarial and Business Administration and brief profile is mentioned in annexures.

The Company has received, inter alia, (i) consent in writing to act as director in form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014; (ii) intimation in form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014,

from Ms. Hardika Ladha (DIN: 10942355) to the effect that she is not disqualified in accordance with Section 164(2) of the Act; (iii) declaration that she meets the criteria of independence as provided in Section 149 of the Act and in the Listing Regulations; (iv) declaration that she is not debarred or restrained from acting as a Director by any SEBI order or any other such authority; and (v) a notice in writing from a member under Section 160 of the Act proposing the candidature of Ms. Hardika Ladha (DIN: 10942355) as a director of the Company.

In terms of Section 152 and Schedule IV of the Companies Act, 2013, the board is of the opinion that Ms. Hardika Ladha (DIN: 10942355), fulfils the conditions for his appointment as an independent director as specified in the Companies Act, 2013 and the Listing Regulations and is independent of the management.

Hence, in view of the aforementioned provisions, the Company is seeking the approval of its members by way of a Special Resolution, for appointment of Ms. Hardika Ladha (DIN: 10942355), as Independent Director on the Board of the Company for a term of five consecutive years effective from February 08, 2025 to February 09, 2030.

Except Ms. Hardika Ladha (DIN: 10942355) and her relatives, none of the other directors or key managerial personnel of the Company or their respective relatives are concerned or interested, financially or otherwise, in the resolution set out at Item no. 2 of this notice.

The Board of Directors recommend the resolution as set out in item no. 2 for approval of the shareholders as Special Resolution.

Item No. 3:

Regularization of Mr. Devi Singh (DIN: 09528536) as Non-Executive and Non-Independent Director of the Company:

The Board of Directors has, at their meeting held on March 07, 2025, appointed Mr. Devi Singh (DIN: 09528536) as Additional non-executive and Non-Independent Director of the Company w.e.f. March 07, 2025 pursuant to Section 161 of the Companies Act, 2013.

The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member, proposing the candidature of Mr. Devi Singh (DIN: 09528536) for the office of NonExecutive and Non-Independent Director, to be appointed as such under the provisions of Section 152 of the Companies Act, 2013.

Mr. Devi Singh (DIN: 09528536), living in Ahmedabad, Gujarat. He is experienced member with day-to-day business skills which help in the better growth of the company.

The Company has received from Mr. Devi Singh (DIN: 09528536) (i) consent in writing to act as director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules 2014 and (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Sub-section (2) of Section 164 of the Companies Act, 2013.

A copy of the draft letter for the appointment of Mr. Devi Singh (DIN: 09528536) as Non-Executive and Non-Independent Director setting out the terms and conditions shall be available at the Administrative Office of the Company.

The resolution seeking the approval of members is proposed for the appointment of Mr. Devi Singh (DIN: 09528536) as Non-Executive and Non-Independent Director of the Company pursuant to Section 152 and other applicable provisions of the Companies Act, 2013 and the Rules made thereunder. He will be liable to retire by rotation.

The Board recommends the resolution set forth in Item no. 3 for the approval of the members.

Except Mr. Devi Singh (DIN: 09528536), none of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, in the Resolutions set out at Item No. 3 of the Notice.

DISCLOSURE UNDER REGULATION 36 (3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS-II ISSUED BY ICSI FOR ITEM NOS. 1 AND 2:

(Pursuant to Regulation 36(3) of SEBI (LODR), Regulations, 2015 and Secretarial Standard II)

Names	Mr. Aakash Thakor	Ms. Hardika Ladha	Mr. Devi Singh
Date of Birth	21-10-1992	29-07-1999	20-08-1994
Qualification	Mr. Aakash Thakor obtained a degree of Bachelor of Commerce from Gujarat University.	Company Secretary	Mr. Devi Singh is an Under Graduate, has done his schooling from Ahmedabad.
Experience – Expertise in specific functional areas - Job profile and suitability	Mr. Aakash Thakor has obtained a degree of Bachelor of Commerce from Gujarat University. He has more than 10 years of experience in handling the operations of the Company. He looks after the operational work of the Company and is the Senior Manager (Operation Head) of the Company.	Ms. Hardika Ladha is the Associate member of the Institute of Company Secretaries of India and having a degree of Masters in Commerce (M.com), Bachelor of Commerce (B. Com) from MGSU, Bikaner. She has been working as company secretary and has experience in secretarial compliance work also has an edge in Computer Proficiency. The Experience which she possesses shall be helpful in the better growth of the company. She has been appointed as the Independent Director of the Company.	Mr. Devi Singh has been appointed as a Non-Executive Director of Vaxtex Cotfab Limited with effect from 7th March, 2025. He has done his Schooling from Ahmedabad. He brings extensive experience in Operations. With his leadership and strategic insights, he is expected to contribute significantly to the growth and governance of the Company.
No. of Shares held as on March31,2024	Nil	Nil	Nil
Terms & Conditions	Refer Explanatory Statement for Item No. 1ofthisNotice	Refer Explanatory Statement for Item No. 2 of thisNotice	Refer Explanatory Statement for Item No. 3 ofthisNotice
Remuneration Last Drawn	Not Applicable	Not Applicable	Not Applicable
Remuneration sought to be paid	as may be decided by the Board from time to time. (upto 10.00 Lacs)	Sitting Fees and commission as may be approved by the Company in accordance with the applicable provisions of law	as may be decided by the Board from time to time.
Number of Board Meetings attended during the Financial Year 2023-24	13	Not Applicable	Not Applicable
Date of Original Appointment	November 12, 2020 as a Non-Executive Director	February 08, 2025	March 07, 2025
Date of Appointment in current terms *	He is appointed as Managing Director for the term of 5 years commenced from 07Pth PMarch, 2025 to 06Pth PMarch, 2030, liable to be retire byrotation.	She is appointed as Non- Executive and Independent Director for the term of 5 years commenced from 08Pth P February, 2025 to 07Pth P February, 2030, not liable to beretire byrotation.	He is appointed as Non- Executive Director from 07Pth PMarch, 2025.

Directorship held in other public companies*	Nil	Nil	Nil
Names of listed entities from which the person has resigned in the past three years	Unlisted Company- NIL Hillary Fashion Cotfab Limited	Nil	Nil
Memberships / Chairmanships of committees of public companies**	Nil	Nil	Nil
Inter-se Relationship withother Directors.	Nil	Nil	Nil

• Excluding Section 8 and Foreign Companies.

** Includes only Audit Committee and Stakeholders’ Relationship Committee.

Registered Office:

J-03 (GF to 4th Floor) Tejendra Arcade, Nr, Ganjifarak Mill Compound, Nr. Rakhial Char Rasta, Rakhial, Ahmedabad, Ahmadabad City, Gujarat, India, 380023

By order of the Board For, Vaxtex Cotfab Limited

Date: 11th April, 2025 Place: Ahmedabad

Sd/Aakash Thakor Chairman & Managing Director DIN: 07960192