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

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:

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

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