Vaxtex Cotfab Limited — Proxy Solicitation & Information Statement 2021

Nov 26, 2021

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Date: 26[th] November, 2021

To, National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051

Dear Sir/Ma’am,

Sub: Notice of Extra Ordinary General Meeting

Ref: Vaxtex Cotfab Limited (Security ID: VCL, Series: SM)

This is to inform that Board of Directors of the Company has decided to call Extra Ordinary General Meeting of the Company to be held on Monday, 13th December, 2021 at 2:00 P.M. through VC/OAVM.

Notice of Extra Ordinary General Meeting of the Company is enclosed.

The Company is providing remote E-voting facility to all the shareholders of the Company. The Company has set 6[th] December, 2021 as the “Cut-off Date” for taking record of the shareholders of the Company who will be eligible for casting their vote on the resolution to be passed in Extra Ordinary General Meeting, for remote E- Voting. The remote e-voting period begins on 10[th ] December, 2021 at 9:00 A.M. and ends on 12[th ] December, 2021 at 5:00 P.M.

Kindly take the same on your record and oblige us.

Thanking You,

For, Vaxtex Cotfab Limited

Digitally signed by AAKASH RAJESHBHAI AAKASH THAKOR DN: c=IN, o=Personal, 2.5.4.20=c13570a0fe3c7fdc44392a6bc8f88e01 RAJESHBHAI 237352ba1f09b59f923c30eb26ab47b8, postalCode=380059, st=Gujarat, serialNumber=da5778e54dfa6073e6b2ed44b 64899632d90d16022e6c074f74a95b569de4c5 THAKOR f, cn=AAKASH RAJESHBHAI THAKOR Date: 2021.11.26 11:58:03 +05'30' Aakash Thakor Director DIN: 07960192

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NOTICE OF THE EXTRA ORDINARY GENERAL MEETING OF THE COMPANY

NOTICE is hereby given that the Extra Ordinary General Meeting of the Shareholders of VAXTEX COTFAB LIMITED will be held on Monday, 13[th ] December, 2021 at 2:00 P.M. through Video Conferencing (VC) / Other Audio Video Means (OAVM) to transact the following Special Business .

1. Increase in Authorised Share Capital of the Company and Alteration of the Capital Clause in Memorandum of Association

To consider and if thought fit, to pass with or without modification(s) the following Resolution as an Ordinary Resolution.

“RESOLVED THAT , pursuant to the provisions of Section 13, 61 read with Section 64, Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof for the time being in force) and the rules framed thereunder, consent of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from the existing Rs. 6,25,00,000/- (Rupees Six Crores Twenty Five Lakhs Only) divided into 62,50,000 (Sixty Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/(Rupees Ten Only) each ranking pari passu in all respect with the Existing Equity Shares of the Company.”

“FURTHER RESOLVED THAT, the Memorandum of Association of the Company be altered in the following manner i.e. existing Clause V of the Memorandum of Association be deleted and the same be substituted with the following new clause as Clause V:

V. The Authorised Share Capital of the Company is 11,00,00,000/- (Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each.”

“FURTHER RESOLVED THAT, for the purpose of giving effect to this resolution, the Board of the Directors of the Company (hereinafter referred to as “Board” which term shall include a Committee thereof authorised for the purpose) be and is hereby authorised to take all such necessary steps and actions and give such directions as may be in its absolute discretion deemed necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the shareholders or otherwise and that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

2. Approval of issuance of Bonus Shares

To consider and, if thought fit, to give assent or dissent to the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 63(2)(b) of the Companies Act, 2013, read with Rule 14 of the Companies (Share Capital & Debentures) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Foreign Exchange and Management Act, 1999, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, other applicable provisions of regulations and guidelines issued by the Securities and Exchange Board of India (SEBI) and Reserve Bank of India (RBI) from time to time, and as per the Articles of Association of the Company and subject to such other approvals, consents, permissions as may be necessary from

appropriate authorities, consent of the Members be and are hereby accorded for capitalization of such sum not exceeding Rs. 4,01,56,670/-(Rupees Four Crores One Lakh Fifty Six Thousand Six Hundred and Seventy Only) from the Securities Premium Account, General Reserves, or any other permitted reserves & surplus of the Company for the purpose of issue of Bonus Shares of Rs. 10/(Rupees Ten Only) each credited as fully paid-up to the holders of the Equity Shares of the Company, whose names appear in the Register of Members as on the ‘Record Date’ determined by the Board, in the proportion of 2 (Two) equity shares for every 3 (Three) existing equity shares held by the Members fully paid-up Equity Shares of Rs. 10/- (Rupees Ten Only) each held by them and the Bonus Shares so distributed shall, for all purposes, be treated as an increase in the Paid-up capital of the Company.”

“ RESOLVED FURTHER THAT the Bonus Shares so allotted shall rank pari passu in all respects with the fully paid-up equity shares of the Company.”

RESOLVED FURTHER THAT No members shall entitle to a fraction of an equity shares as a result of implementation of this resolution and no certificate or coupon or cash shall be issued for fraction of equity shares and the bonus shall be rounded to the lower integer. All fractions of bonus equity shares shall be ignored and accordingly the number of issuances of bonus share may be reduced. “ RESOLVED FURTHER THAT the allotment of new Equity Shares to the extent that they relate to non-resident members of the Company, shall be subject to the approval, if any, of the Reserve Bank of India under the Foreign Exchange Management Act, 1999 as may be necessary or applicable.”

“ RESOLVED FURTHER THAT in case of Members who hold shares in dematerialisation form, the Equity Shares shall be credited to the respective Beneficiary accounts of the Members with their respective Depository Participant(s) and in case of the Members who hold Equity Shares in physical form, the share certificate(s) in respect of the equity shares shall be dispatched, within such times as prescribed under the law and by the relevant authorities.”

“ RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of the Equity Shares so allotted at the Stock Exchanges where the securities of the Company is listed as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, rules and regulations.

“RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things whatsoever, including settling any questions, doubts or difficulties that may arise with regard to or in relation to the issue or allotment of the bonus shares and to accept on behalf of the Company, any conditions, modifications, alterations, changes, variations in this regard as prescribed by the Statutory Authority(ies) and which the Board may in its absolute discretion thinks fit and proper.”

“RESOLVED FURTHER THAT the Board be and is hereby further authorised to delegate all or any of the powers conferred by this resolution on it, to any committee or sub-committee of Directors or any other Director(s), Company Secretary or any other Officer(s) of the Company to give effect to the foregoing resolutions, with the power to such committee / sub-committee of the Board to further delegate all or any of its power / duties to any of its members.”

Registered Office:

Survey No. 230, Opp. Mariya Park, B/h. Ranipur Village, Saijpur - Gopal, Narol, Ahmedabad – 382 405,

Date: 13[th ] November, 2021 Place: Ahmedabad

By order of the Board Vaxtex Cotfab Limited Sd/Aakash Thakor Director DIN: 07960192

NOTES:

1. In view of the continuing COVID-19 pandemic, Extra Ordinary General Meeting (EGM) will be held on Monday, 13[th] December, 2021 at 2.00 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 8[th] April, 2020, MCA General Circular no. 17/2020 dated 13[th] April, 2020, MCA General Circular No. 20/2020 dated 5[th] May, 2020, MCA General Circular No. 22/2020 dated 15[th] June, 2020 and MCA General Circular No. 02/2021 dated 13[th] January, 2021 and SEBI Circulars dated 12[th] May, 2021 and 15[th] January, 2021 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 the EGM shall be the Registered Office of the Company.

2. In view of the massive outbreak of the COVID-19 pandemic, social distancing is to be a pre-requisite and 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.

3. Members of the Company under the category of ‘Institutional Investors’ are encouraged to attend and vote at the EGM through VC. Body Corporates whose Authorised Representatives are intending to attend the Meeting through VC/OAVM are requested to Email at cs.vaxtex@gmail.com and / or at info@accuratesecurities.com, a certified copy of the Board Resolution / authorization letter authorizing their representative to attend and vote on their behalf at EGM through E-voting.

4. DISPATCH OF NOTICE THROUGH ELECTRONIC MODE:

In compliance with the MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12[th] May, 2020, Notice of the Extra Ordinary General Meeting is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice will also be available on the Company’s website www.vaxtexcotfabltd.com, websites of the Stock Exchange, i.e., NSE Limited at www.nseindia.com and on the website of NSDL at https://www.evoting.nsdl.com/

For receiving all communication from the Company electronically:

• a.) Members holding shares in physical mode and who have not registered / updated their email address with the Company are requested to register / update the same by writing to the Company with details of folio number and attaching a self-attested copy of PAN card at cs.vaxtex@gmail.com and / or at info@accuratesecurities.com.

• b.) Members holding shares in the dematerialized mode are requested to intimate all changes with respect to their bank details, ECS mandate, nomination, power of attorney, change of address, change in name, etc, to their Depository Participant (DP). These changes will be automatically reflected in the Company’s records, which will help the Company to provide efficient and better service to the Members.

• c.) The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their DPs with whom they are maintaining their demat accounts

• d.) As the EGM is to be held through VC/ OAVM, Members seeking any information with regard to the Notice or any documents, are requested to write to the Company at least 10 days before the date of AGM through email on cs.vaxtex@gmail.com and / or at info@accuratesecurities.com. The same will be replied / made available by the Company suitably.

• e.) The business set out in the Notice of EGM will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given in this Notice.

• f.) Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• g.) In case of joint holders attending the EGM, only such joint holder who is higher in the order of names will be entitled to vote.

• h.) The Members can join the 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. Instructions and other information for members for attending the EGM through VC/OAVM are given in this Notice.

• i.) Since the EGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto

• The Register of Members and Share Transfer Books will remain closed from 6[th] December, 2021 to 13[th] December, 2021 (both days inclusive) for the purpose of Extra Ordinary General Meeting (EGM).

• The Company has set 6th December, 2021 as the “Cut-off Date” for taking record of the shareholders of the Company who will be eligible for casting their vote on the resolution to be passed in Extra Ordinary General Meeting, for both E- Voting.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on 10[th ] December, 2021 at 9:00 A.M. and ends on 12[th] December, 2021 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. 6[th] December, 2021, 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 6[th] December, 2021.

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

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In 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.

Login 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. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com .Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either 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 hold 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 company name or e-Voting service provider i.e. 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 the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience.

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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 arehttps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistrati on 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home 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 be provided links for the respective ESP i.e.NSDL where the e-Voting is in progress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	1. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility upon logging in, you will be able to see e-Voting option. 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 company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting& votingduringthe meeting.

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.

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

Login type	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 evoting@nsdl.co.in or 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 at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting 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: https://www.evoting.nsdl.com/ 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	8 Character DP ID followed by 8 Digit
	demat account with NSDL.	Client ID
		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	16 Digit Beneficiary ID
	demat account with CDSL.	For example if your Beneficiary ID is
		12** then your user ID is
		12**
	c) For Members holding shares in	EVEN Number followed by Folio Number
	Physical 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:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. 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.

4. 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.

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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

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

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. 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 whose voting cycle and General Meeting is in active status.

• 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”.

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

• 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.

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

• 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 csgauravbachani@gmail.com with a copy marked to evoting@nsdl.co.in.

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 “Forgot User Details/Password?” or “Physical User Reset Password?” 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 www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories/ company 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), AADHAAR (self attested scanned copy of Aadhaar Card) by email to cs.vaxtex@gmail.com.

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), AADHAAR (self attested scanned copy of Aadhaar Card) to cs.vaxtex@gmail.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step -

1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.infor procuring user id and password for e-voting by providing above mentioned documents.

2. In 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 EXTRA ORDINARY GENERAL MEETING ARE AS UNDER:-

1. The procedure for e-Voting on the day of the Extra Ordinary General Meeting is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the Extra Ordinary General Meeting 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 Extra Ordinary General Meeting.

3. Members who have voted through Remote e-Voting will be eligible to attend the Extra Ordinary General Meeting. However, they will not be eligible to vote at the Extra Ordinary General Meeting.

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 Extra Ordinary General Meeting shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EXTRA ORDINARY GENERAL MEETING THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM 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 and / or at info@accuratesecurities.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

The Present Authorised Share Capital of the Company is Rs. 6,25,00,000/- (Rupees Six Crores Twenty Five Lakhs Only) divided into 62,50,000 (Sixty Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each. Considering the requirement and future business prospects it is therefore considered necessary to increase in Authorised Share Capital of the Company from present Rs. 6,25,00,000/- (Rupees Six Crores Twenty Five Lakhs Only) divided into 62,50,000 (Sixty Two Lakhs Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each to Rs. 11,00,00,000/(Rupees Eleven Crores Only) divided into 1,10,00,000 (One Crore Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten Only) each ranking pari passu in all respect with the existing Equity Shares of the Company. The proposed increase in Authorised Share Capital requires the approval of members in General Meeting. Consequent upon increase in Authorised Share Capital, the Memorandum of Association of the Company will require alteration so as to reflect the increased Authorised Share Capital.

The Board recommends this resolution for approval of the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the proposed resolution.

Item No. 2:

The Chairman informed the members that Board of Directors of the Company in their meeting held on 13[th] November, 2021, had recommended issue of Bonus Equity Shares in the ratio of 2 (Two) fully paid-up equity shares against 3 (Three) existing equity shares held by the shareholders of the Company, whose names appear in the Register of Members maintained by the Company / List of Beneficial Owners of the Depositories as on the record date determined by the Board, by capitalizing an amount not exceeding Rs. 4,01,56,670 out of the balance of free reserves, security premium as on30th September, 2021.

Moreover, the issue of Bonus Shares is authorised by the Articles of Association of the Company and shall be in accordance with the provisions of Section 63 of the Companies Act, 2013 and other applicable regulations and subject to such approvals, if required from any Statutory Authority(ies).

The issue of Bonus Equity Shares by way of capitalization of reserves and surplus as aforesaid for the purpose of issue of fully paid up bonus equity shares requires approval of Members of the Company in Section 63 of the Companies Act, 2013 subject to terms and conditions set out in the aforesaid resolution. The Board recommends this resolution for approval of the Members of the Company.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the proposed resolution.

Registered Office: Survey No. 230, Opp. Mariya Park, B/h. Ranipur Village, Saijpur - Gopal, Narol, Ahmedabad – 382 405, Gujarat

Date: 13[th ] November, 2021 Place: Ahmedabad

By order of the Board Vaxtex Cotfab Limited Sd/Aakash Thakor Director DIN: 07960192