Your Directors have pleasure in presenting their 36^th Annual Report together with the Audited Financial
Statements of the Company for the Year ended 31^st March 2024.

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

During the year under review, the revenue of the company from operations is Rs. Nil and it was attributed
to an overall slowdown in the economy. The Board of Directors is making all efforts for the better
opportunities of the company.

PERFORMANCE REVIEW:

The Company has incurred loss during the financial year ended 31^st March, 2024. Your Directors are
making all efforts to improve the performance of the Company in future.

SHARE CAPITAL

Company has an Authorized Share Capital of Rs.3,50,00,000 (Rupees Three Crore Fifty lakhs only),
divided into 70,00,000 (Seventy Lakhs) Equity Shares of INR 51- each. The Paid-up Share Capital of Rs.
3,01,40,000 (Rupees Three Crore One Laldi Forty Thousand only), divided into 60,28,000 (Sixty Lakh
Twenty-Eight Thousand) equity shares of face value of INR 51- each. No changes have occurred in the
current financial year as compared to the last financial year 2022-2023.

CHANGES IN SHARE CAPITAL. IF ANY

There has been no Change in the Share Capital of the Company dining the financial year under review.

a) Buy Back of securities: The Company has not bought back its shares /securities during the year under
review.

b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the
employees.

DIVIDEND

As the Company has incurred loss during the current financial year, thus, the Board of Directors of the
Company do not recommend any dividend for this financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION
FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend
declared and paid last year.

CHANGES IN NATURE OF BUSINESS. IF ANY

There was no change in the nature of business during the financial year 2023-24.

TRANSFER TO GENERAL RESERVE

During the financial Year under review, losses incurred by the company were adjusted with the Revenue
and Surplus account.

EMPLOYEE STOCK OPTION SCHEME

The Company has not provided any Employee Stock Option Scheme to its employees. The Company has
not issued equity share with differential rights as to dividend, voting or otherwise.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

Company does not have any Subsidiary, Joint venture or Associate Company.

CHANGES IN THE NATURE OF BUSINESS:

During the Financial Year 2023-24, there had been no change in the nature of the business of the
Company.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the year ended March 31, 2024, as prescribed in Section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules,
2014, is available on the website of the Company on the following link:
https://www.rekvinalaboratories.com/

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act
read with relevant Rules framed thereunder either to the Company or to the Central Government.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS.
EMPLOYEE STOCK OPTIONS & SWEAT EQUITY SHARES.

The Company has not issued any equity shares with differential voting rights or employee stock options or
sweat equity shares.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(At THE CURRENT COMPOSITION OF BOARD OF DIRECTORS AS ON DATE IS AS
FOLLOWS:

As on 31^st March, 2024, the Board of your Company consists of Five Directors as follows:

All the Directors are having vast knowledge and experience in their relevant fields and the Company had
benefitted immensely by their presence in the Board.

(BI CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in Board of Directors. However, after the closure of
this financial year the following changes are made in the composition of Board of Directors and KMP:

(Q RETIRE BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Amit Mukesh Shah (DIN:
01993211), is liable to retire by rotation at the Annual General Meeting of the Company and on being
eligible offers himself for re-appointment as Director of the Company.

(D) BOARD MEETINGS

The Board of Directors of the Company met 5 times during the financial year i.e. from April 1, 2023 to
March 31, 2024. The necessary quorum was present for all the Board Meetings. The maximum time gap
between any of two consecutive meetings did not exceed one hundred and twenty days.

The notice and detailed agenda and other material information are sent in advance to enable the Board to
discharge its responsibilities effectively and take informed decisions.

ATTENDANCE OF DIRECTORS IN THE BOARD MEETING

fEl BOARD COMMITTEES

With a view to have a more focused attention on business and for better governance and accountability,
the Board has constituted the various committees. The Board Committees meet at regular intervals and
take necessary steps to perform its duties entrusted by the Board. The terms of reference of these
Committees are determined by the Board and their relevance reviewed from time to time. The Minutes
of the Committee Meetings are sent to all Directors and tabled at the Board Meetings.

Currently, the Board has following committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholder Relationship Committee;

I. AUDIT COMMITTEE

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies
Act, 2013 and the provisions of Regulation 18 of the Listing Regulation. The Committee comprises of
members who possess financial and accounting expertise/exposure.

(if COMPOSITION

The Committee’s composition is in compliance with provisions of Section 177 of the Companies Act,
2013 and Regulation 18 of the Listing Regulations.

The Audit Committee comprises of the following 3 Directors:

(iif MEETINGS & ATTENDANCE OF DIRECTORS

The Audit Committee met four times during the Financial Year 2023-24 on 30.05.2023, 11.08.2023,
09.11.2023, 12.02.2024. The necessary quorum was present for all Meetings. The details of attendance
of the members of the Committee at the said meetings are as below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the
minimum limit prescribed under applicable regulatory requirements and the gap between two
Committee Meetings was not more than one hundred and twenty days.

II. NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is constituted in accordance with the provisions of
Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the Listing Regulation.

(if COMPOSITION

The Committee’s composition is in compliance with provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of the Listing Regulations.

The Nomination & Remuneration Committee comprises of the following 3 Directors:

(ip MEETINGS & ATTENDANCE OF DIRECTORS

The Nomination & Remuneration Committee met One time during the Financial Year 2023-24 on
03.05.2203. The necessary quorum was present for all Meetings. The details of attendance of the
members of the Committee at the said meetings are as below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the
minimum limit prescribed under applicable regulatory requirements and the gap between two
Committee Meetings was not more than one hundred and twenty days.

ITT. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Section
178 of the Companies Act, 2013 and the provisions of Regulation 20 of the Listing Regulation.

(i) COMPOSITION

The Committee’s composition is in compliance with provisions of Section 178 of the Companies Act,
2013 and Regulation 20 of the Listing Regulations.

The Stakeholder Relationship Committee comprises of the following 3 Directors:

(in MEETINGS & ATTENDANCE OF DIRECTORS

The Stakeholder Relationship Committee met four times during the Financial Year 2023-24 on
05.04.2023, 13.07.2023, 09.10.2023, 16.01.2024, and. The necessary quorum was present for all
Meetings. The details of attendance of the members of the Committee at the said meetings are as
below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the
minimum limit prescribed under applicable regulatory requirements and the gap between two
Committee Meetings was not more than one hundred and twenty days.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as
provided in Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6)
of sub-regulation (i) of Regulation 16 of SEBI (LODR) Regulation 2015.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and
Investments are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

Your Company has formulated the policy on materiality of related party transactions and dealing with
related party transactions. All contracts/arrangements/transactions entered by the Company during the
financial year with related parties were in the ordinary course of business and on arm's length basis.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes which have occurred between the end of financial year till the date
of this report, affecting the financial position of the Company.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS
PER SECTION 134 (31 fin) OF THE COMPANIES ACT. 2013

Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues
relating to conservation of energy and technology absorption are not quite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence, the particulars with
respect to efforts made towards technology absorption and benefits derived etc. are not applicable to the
Company.

Export Activities: There was no export activity in the Company during the year under review. The
Company is not planning any export in the near future as well.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the
year under review.

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your
Company has established a mechanism called ‘Vigil Mechanism (Whistle Blower Policy) for Directors,
employees and Stakeholders of the Company to report to the appropriate authorities about unethical
behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy and
provides safeguards against victimization of employees who avail the mechanism.

The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and
make protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct in exceptional circumstances.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, measure and mitigate business risks
and opportunities. This framework seeks to create transparency, minimize adverse impact on the business
objective and enhance the Company’s competitive advantage. This risk framework thus helps in managing
market, credit and operations risks and quantifies exposure and potential impact at a Company level.

REMUNERATION POLICY

The Board, on recommendation of the NRC, has framed a remuneration policy. The policy, inter alia,
provides (a) the criteria for determining qualifications, positive attributes and independence of directors
and (b) policy on remuneration of directors, key managerial personnel and other employees. The policy is
directed towards a compensation philosophy and structure that will reward and retain talent and provides
for a balance between fixed and incentive pay reflecting short and long-term performance objectives
appropriate to the working of the Company and its goals.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the scale, size and the operation of the
organization. It evaluates the adequacy of all internal controls and processes, and ensures strict adherence
to clearly laid down processes and procedures as well as to the prescribed regulatory and legal framework.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the
Companies act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 23-
24.

AUDITORS

According to Section 139 and other relevant provisions of the Companies Act, 2013, M/s Jigar Adhyaru &
Co., Chartered Accountants (firm registration number 142223W) ceased to be the statutory auditors of the
Company after completing two consecutive 5-year terms at the Annual General Meeting held in 2024-25.

Subsequently, M/s. Y. M. Shah & Co. were appointed as the statutory auditors of the company.

AUDITORS’ REPORT

Report of the Statutory Auditors on Annual Financial Statements along with schedules and notes to
accounts thereto, for the year ended on 31^st March, 2024 is self-explanatory and contains no adverse
remark and do not call for any comments.

EXPLANATION TO AUDITOR’S REMARKS

The comments on the Auditor’s Report are self-explanatory, thus, no explanation is required to be given.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the valuation of the working of its
Audit, Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific duties, obligations and governance.

INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial
statements, some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards
prescribed in the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133
and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014. These are in accordance with generally accepted accounting principles in India.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts)
Rules, 2014, Company has appointed the Internal Auditor for Financial Year 2023-24.

Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.

CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements)
Regulations, 2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance
with the corporate governance provisions as specified in Regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24,
24A, 25, 26, 27and clauses (b) to (i) of sub 23 regulation (2) of Regulation 46 and para C, D and E of
Schedule V shall not be mandatory, for the time being, in respect of the following class of companies:

• The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not
exceeding Rs. 25 Crore, as on the last day of the previous financial year.

• Listed entity which has listed its specified securities on the SME Exchange.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder M/s
Anuj Gupta & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit
for the financial year 2023-24. The Secretarial Audit Report in MR-3, submitted by the Secretarial
Auditor for the FY 2023 - 2024 is annexed to Directors’ Report.

BOARD’S RESPONSES TO OBSERVATIONS/OUAIJFICATIONS IN SECRETARIAL AUDIT
REPORT

The Board’s responses to the qualifications and other observations are as follows:

The Secretarial Auditors have submitted their report in form No. MR-3 and qualified their
opinion/observations in respect of the Secretarial Audit conducted for the financial year 2023-2024 and
the Board’s responses are given w.r.t. qualification/ observation as follows:

Due to lack of financial sources, the Company was unable to proceed with Compliances w.r.t. Stock
exchange and other authorities. However, the management ensures to do all the compliance in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of
Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of
Company Secretarial of India and approved by the Central Government.

PARTICULARS OF EMPLOYEES

(A) The ratio of the remuneration of each director to the median employee’s remuneration and other
details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014, are forming part of
this report and is annexed to this Report.

(B) The statement containing particulars of employees as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of
the Companies Act, 2013 the same is open for inspection at the Registered Office of the Company. Copies
of this statement may be obtained by the members by writing to the Company Secretary.

(C) There are no employees employed throughout the financial year in receipt of remuneration of one
crore and two lakh rupees or more, or employed for part of the year in receipt of eight lakh and fifty
thousand rupees per month or more, to be reported under Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013

Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for safety
of women employees at workplace. During the year Company has not received any complaint of
harassment.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations, 2015,
the details pertaining to Internal Financial Control systems and their adequacy have been disclosed in the
Management Discussion and Analysis Report forming part of this Annual Report.

COST AUDIT

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since
the turnover of the Company is less than the limit prescribed.

LISTING

The equity shares of the Company are listed with Bombay Stock Exchange with Scrip Code No. 526075.
SUSPENSION OF TRADING IN SHARES OF THE COMPANY

The Equity Shares of your Company are presently listed on Bombay Stock Exchange (BSE). The
Company is suspended from trading in the shares of the Company on BSE due to non- compliance with
the provision of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and your
directors are taking necessary steps for complying with the procedure and all extant norms prescribed for
revocation of suspension.

THE CORPORATE SOCIAL RESPONSTBTITTY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the
Companies Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore,
neither the CSR Committee nor the CSR Policy are required to be framed by the Company.

GREEN INITIATIVES

Electronic copies of the Annual Report 2023-24 and the Notice of the AGM are sent to all members
whose email addresses are registered with the Company / depository participants. For members who have
not registered their email addresses, physical copies are sent in the permitted mode.

BUSINESS RESPONSIBILITY REPORT

SEBI has mandated the top 100 listed entities, based on market capitalization, to include Business
Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the
companies from Environmental, Social and Governance perspective. Accordingly, this circular is not
applicable to our company.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE. 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) during the financial year under review.

DIRECTORS’ RESPONSTBTI TTY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the
Company confirm the following:

> that in the preparation of the annual financial statements for the year ended March 31, 2024 the
applicable accounting standards have been followed and no material departures have been made;

> that appropriate accounting policies and applied consistently and judgments and estimates that are
reasonable and prudent have been made, so as to give a true and fair view of the state of affairs as at
March 31, 2019 and of the profits of the Company for the Financial year ended March 31, 2024;

> that proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities have been made; and

> that the Annual Financial Statements have been prepared on going concern basis;

> that they have laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and were operating effectively.

> that they have devised proper system to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operative effective.

ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation for significant contribution made by the
employees through their dedication, hard work and commitment and the trust reposed on them and also
acknowledge with gratitude the excellent cooperation extended by Bankers and Vendors and look forward
to their support in all future endeavor.

Date: 02^nd September, 2024 By the order of the Board

Place: Vadodara Rekvina Laboratories Limited

Amit Mukesh Shah
Managing Director
DIN: 01993211