The directors are pleased to present this 15th Annual report on the business and operations of your company along with the AuditedFinancial Statement for the year ended on 31st March, 2025.
1. FINANCIAL RESULTS:
3. CAPITAL STRUCTURE:
A. AUTHORISED CAPITAL
The Authorised Share Capital of the Company as on 31st March, 2025 was ' 25,00,00,000/- (Rupees Twenty-Five Crores) in thefollowing manner:
The financial performance of your company for the Financial Year ended on 31st March, 2025, is given below:
(All amounts are in Lakhs, unless otherwise stated)
Particulars
FY 2024-25
FY 2023-24
Revenue from Operations
13,103.19
10,606.13
Add: Other Income
38.90
140.86
Total Revenue (A)
13,142.09
10,746.99
EXPENSES
Cost of Materials and Services Consumed
7,916.75
6,753.00
Employee Benefit Expenses
1,302.19
1,111.17
Finance Cost
247.05
157.65
Depreciation
154.29
107.27
Other Expenses
2,025.80
1440.18
Total Expenses (B)
11,646.08
9,569.27
Profit before Exceptional/Prior period and Extraordinary items and tax
1,496.01
1,177.72
Exceptional/Prior Period and Extraordinary items
-
(35.98)
Profit before Tax (A) - (B)
1,141.74
Less: TAX Expense
391.60
290.15
Profit after Tax
1,104.41
851.59
Earnings per Share
(1) Basic/Diluted (in ')
45.90
137.49
(2) Basic/Diluted (in ') after Bonus Issue
42.95
2. FINANCIAL HIGHLIGHTS AND STATE OF AFFAIRS OF THE COMPANY:
During the financial year ended 31st March, 2025, your Company achieved a total income of ' 13,103.19 Lakhs as compared to '10,606.13 Lakhs in the previous financial year ended 31st March, 2024, registering a growth of 23.54%. The Net Profit After Tax forthe year under review stood at ' 1,104.41 Lakhs as against ' 851.59 Lakhs in the previous year, reflecting an increase of 29.69%.This consistent growth in both revenue and profitability demonstrates the robust operational performance and financial stability ofyour Company.
S.
No.
Type of Share issued
No. of Shares Issued
Value per share (in '
Total Amount (in ')
1
Equity
2,50,00,000
10
25,00,00,000/-
2
Preference Share
0
0.00
Total
During the year under review, there was no change in the Authorised Capital of the Company.
B. PAID UP CAPITAL
During the year under review, the paid-up share capital of the Company underwent the following changes-
• During the year under review, the Company allotted 13,63,250 equity shares as fully paid-up bonus shares on 1st April, 2024,in the ratio of 2:1 to the existing shareholders.
• Subsequently, the Company was listed on the EMERGE SME platform of the National Stock Exchange of India Limited (NSE)w.e.f. 7th October, 2024, and successfully came out with its Initial Public Offer (IPO). Pursuant to the IPO, the Company issuedand allotted 7,32,000 equity shares of face value ' 10/- each at a price of ' 458/- per share (including share premium of '448/- per share).
Consequent to the aforesaid allotments, the paid-up equity share capital of the Company as on 31st March, 2025 is as follows:
Type of Share
No. of Shares
Value per share (in ')
Total Amount (in '
Equity Shares
27,76,875
2,77,68,750/-
C. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
D. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
E. BONUS SHARES
During the year under review, the Company allotted Bonus Shares in the ratio of 2:1 (i.e., two fully paid-up equity shares for every oneequity share held) to the existing shareholders of the Company.
F. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
G. SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with differential rights during the year under review.
In order to conserve the resources of the Company andstrengthen its financial position, your directors have notrecommended any dividend on the equity shares for thefinancial year 2024-25. However, considering the growthprospects and accumulated profits, the Board mayrecommend the declaration of dividend(s) in the forthcomingfinancial year.
There were no changes in the nature of business of yourcompany during the year under review.
Pursuant to amendments in Sections 92, 134(3) of theAct and Rule 12 of the Companies (Management andAdministration) Rules, 2014, the copy of the annual returnis available on the website of the Company viz; https://www.hvax.in.
The Directors of your company met at regular intervals withthe gap between two meetings not exceeding 120 days toreview company's policies and strategies apart from theBoard matters. The notices of the meeting were given inadvance. Additional meetings were held on the basis of therequirements of the company. Proper quorum was presentin each meeting as per the Companies Act requirement.
To the best of knowledge and belief and according to theinformation and explanations obtained by them, yourdirectors make the following statement in terms of Section134(3)(c) of the Companies Act, 2013 that:
a) In the preparation of the annual accounts for thefinancial year ended 31st March, 2025, the applicableaccounting standards have been followed and thereare no material departures for the same;
b) The directors have selected such accounting policiesand applied them consistently and made judgementsand estimates that are reasonable and prudent, so asto give true and fair view of the state of affairs of thecompany as on 31st March, 2025 and of the profits ofthe company for the year ended on that date;
c) Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,2013, for safeguarding the assets of the Companyand for preventing and detecting fraud and otherirregularities;
d) Directors have prepared the annual accounts on agoing concern basis;
e) Directors have devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such system were adequate and operatingeffectively;
f) The directors had devised proper systems to ensurecompliance with the provisions of all applicable lawsand that such systems were adequate and operatingeffectively.
Your Company has its internal financial control systemscommensurate with the size of its operations, themanagement regularly monitors the safeguarding of itsassets, prevention and detection of frauds and errors, andthe accuracy and completeness of the accounting recordsincluding optimal utilization of resources, reliability of itsfinancial information and compliance and timely preparationof reliable financial information.
Internal Audit Reports and significant audit observationsare brought to the attention of the Audit Committeeof the Company. The internal controls existing in theCompany are considered to be adequate vis-a-vis thebusiness requirements. Your Company ensures adequacy,commensurate with its current size and business, to ensureoperational efficiency, protection and conservation ofresources, accuracy and promptness in financial reportingand compliance of laws and regulations. It is supportedby the internal audit process and will be enlarged to beadequate with the growth in business activity.
For more details on internal financial control system andtheir adequacy kindly refer Management Discussion andAnalysis Report.
The Directors do not propose to transfer any amount to FreeReserves. The Accounting Standards permit that the amountthat stands at profit/ loss after tax is included in reserves &surplus schedule i.e Other Equity.
Your company has not accepted any deposits from the
public falling within the purview of Section 73 and 74 of theCompanies Act, 2013 read together with the Companies(Acceptance of Deposit) Rules, 2014; therefore, there wasno principal or interest outstanding as on the date of thebalance sheet.
During the year under review, the Company has not madeany investments or provided any guarantees. However, theCompany has advanced loans which are well within the limitsapproved by the Members of the Company and in compliancewith the provisions of Section 186 of the Companies Act,2013 ("the Act”) and the rules made thereunder. The detailsof loans, guarantees and investments covered under Section186 of the Act are disclosed in the Notes to the StandaloneFinancial Statements forming part of this Annual Report.
In line with the requirements of the Companies Act, 2013and Listing Regulations, your Company has formulated aPolicy on Related Party Transactions which is also availableon the Company's website at https://www.hvax.in. ThePolicy intends to ensure that proper reporting, approvaland disclosure processes are in place for all transactionsbetween the Company and Related Parties.
All transactions entered into with related parties duringthe financial year were on an ordinary course of businessand at arm's length basis, which were approved by theAudit Committee. There were no material related partytransactions, i.e. transactions exceeding 10% of the annualconsolidated turnover as per the last audited financialstatement, were entered during the year by your Company.Accordingly, the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Companies Act,2013, in Form AOC-2 is not applicable.
The Company has no Holding, Subsidiary, Associate or JointVenture Companies as on 31st March, 2025
15. MATERIAL CHANGES AND COMMITMENT, IF ANY BETWEENTHE DATE OF THE BOARD REPORT AND END OF FINANCIALYEAR, AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There were no Material changes and commitments affectingthe financial position of the Company occurred between theend of the financial year to which these Financial Statementsrelate and on the date of this report.
During the year under review, the Company has compliedwith applicable Secretarial Standards.
As per Companies Act, 2013, all the Companies havingnet worth of ' 500 crore or more, or a turnover of ' 1000Crores or more or net profit of ' 5 Crores or more during anyfinancial year are required to constitute a CSR Committeecomprising three or more Directors, at least one of whomshould be independent Director. All such Companies arerequired to spend 2% of the average profits of last threepreceding financial years on CSR activities.
The Company adopted its CSR initiatives during the financialyear ended 31st March, 2025, the Company incurred CSRexpenditure of ' 15,52,893/- (Rupees Fifteen Lakh Fifty-TwoThousand Eight Hundred Ninety-Three).
The Company's CSR initiatives were in accordance withSection 135 of the Companies Act, 2013 read withCompanies (Corporate Social Responsibility Policy) Rules,2014 and details of the same is set out in amended AnnualReport on CSR Activities and is annexed herewith asANNEXURE - I.
Pursuant to the provisions of Section 139 of the CompaniesAct, 2013 and the Companies (Audit and Auditors) Rules,2014, M/s. Keyur Shah & Associates, Chartered Accountants,Ahmedabad (ICAI Firm Registration No. 333288W) has beenappointed as statutory auditors of the Company till theconclusion of 19th (Nineteenth) AGM to be held in FY 2028¬29, in the previous Annual General Meeting held on 30thSeptember, 2024.
The Auditors' Report for FY 2024-25 does not contain anyqualification, reservation, or adverse remark. The report isenclosed with the financial statements in this IntegratedAnnual Report.
Your Company had appointed M/s. Parth Nair & Associates,Ahmedabad as Secretarial Auditor for the Financial Yearended 31st March, 2025 in accordance to the provisions ofSection 204 of Companies Act, 2013 read with rules framedthereunder. The Secretarial Audit Report in the Form MR-3issued by the Secretarial Auditor forms part of this Report asANNEXURE - II.
> INTERNAL AUDITOR:
In accordance with the provisions of Section 138 of the Companies Act, 2013 your Company has appointed M/s CHK & Associates,Chartered Accountants, Mumbai as the Internal Auditors for the Financial Year 2025-26.
> BOARD’S RESPONSE ON AUDITOR’S QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE:
There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors in their report for the year ended31st March, 2025. The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2024-25. TheAuditor's report does not contain any qualification, reservation or adverse remarks. The notes on financial statement referred to inthe Auditor's report are self-explanatory and do not call for any comments.
During the year, there were no instances of fraud reported by auditors under Section 143(12) of the Companies Act, 2013.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated underSection 134(3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 is annexed herewith asANNEXURE - III.
20. DIRECTOR AND KEY MANAGERIAL PERSONNEL:
In terms of Section 152(6) of the Companies Act, 2013, Mr. Prayagdatt Vijaykumar Mishra (DIN- 03306298) Director of the Companyis 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 2025 were as below:
Sr.
Name of the Director
DIN/PAN
Designation & Category
1.
Nirbhaynarayan Sudarshan Singh
02709947
Chairman & Wholetime Director
2.
Prayagdatt Vijaykumar Mishra
03306298
Managing Director
3.
Shiv Kumar Mittal
02578461
Non-Executive Director
4.
Brinda Jitendrakumar Soni
10474209
Independent Director
5.
Renuka Kunal Bajaj
10475413
6.
Anandan Jayachandran Sengundamudaliar
FZLPS7921B
Company Secretary
7.
Siddharth Patel
APDPP2133H
CFO
Particular of Changes in directorship & KMP during the year: -
Name
Nature of Change
Designation
Date
Priyank Vijaykumar Goradia
BPXPG5288R
Cessation
Chief Financial Officer
30/01/2025
Appointment
21. DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations thatthey meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 along with Rules framedthereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015. There was no change in the circumstances affecting their status of Independent Directors of the Company.
The Board of Directors is of the opinion that the Independent Directors of the Company holds highest standards of integrity and
possess requisite expertise and experience required to fulfiltheir duties as Independent Directors. The IndependentDirectors have confirmed that they have registeredthemselves with Independent Directors database of TheIndian Institute of Corporate Affairs (IICA) and have clearedonline proficiency test as applicable.
22. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT ANDREMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCEOF A DIRECTOR AND OTHER MATTERS PROVIDED UNDERSUB-SECTION (3) OF SECTION 178:
Your Company has framed a Nomination and RemunerationPolicy to formulate the criteria for determining qualifications,competencies, positive attributes and independence forappointment of a director (executive/ non-executive/independent), Senior Management and other employees.
The Nomination and Remuneration Committee (NRC)identifies and recommends eminent professionalswith relevant expertise and independent standing forappointment as Independent Directors, in line with theCompany's Policy on Selection of Directors and DeterminingIndependence. The Policy, revised during the year, setsguiding principles for assessing qualifications, attributes,diversity and independence of Directors.
The Remuneration Policy, framed under Section 178 of theCompanies Act, 2013, is performance-driven, aligned withindustry practices and designed to reward achievement andcontribution.
Pursuant to the Companies Act, 2013 and SEBI (LODR)Regulations, 2015, the Board carried out the annualperformance evaluation of the Board, its committeesand individual Directors. The evaluation was conductedthrough a structured questionnaire covering aspectssuch as Board composition, culture, effectiveness,governance and discharge of duties.
The performance of individual Directors, includingthe Chairman, was assessed on parameters like levelof engagement, independence of judgement andsafeguarding of stakeholders' interests. The evaluationof Independent Directors was done by the entireBoard, while the Independent Directors reviewedthe performance of the Chairman, Non-IndependentDirectors and the Secretarial Department. The Directorsexpressed satisfaction with the overall evaluationprocess.
Since the Company's securities are listed on the NSE EmergeSME Platform, in terms of Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the provisions relating to Corporate Governanceunder Regulations 17 to 27, clauses (b) to (i) of Regulation46(2) and paras C, D and E of Schedule V are not applicable.Accordingly, the Corporate Governance Report does notform part of this Annual Report.
The Board has constituted 3 main Committees, viz. AuditCommittee, Nomination and Remuneration Committeeand Stakeholders Relationship Committee. The Board isauthorized to constitute other functional Committees,from time to time, depending on business needs. Therecommendations of the Committees are submitted to theBoard for approval. During the year, all the recommendationsof the Committees were accepted by the Board. TheComposition of various Committees of your Company as on31th March, 2025 was as below:
In compliance with the requirement of Section 177, asapplicable to the Company, the Board of Directors hasconstituted Audit Committee. The members of the AuditCommittee possess financial/accounting expertise/exposure. The Audit Committee assists the Board in itsresponsibility for overseeing the quality and integrity ofthe accounting, auditing and reporting practices of theCompany and its compliance with the legal and regulatoryrequirements. Apart from the matters provided underSection 177(4) of the Companies Act, 2013, the AuditCommittee also review the significant legal cases pendingand all material developments are reported to the Board.
The Company has constituted an Audit Committee of theCompany on 01st April 2024. The Audit Committee comprisesof the following Directors of the Company;
Sr
Name of Director
Position on theCommittee
Mrs. BrindaJitendrakumar Soni
Independent
Director
Chairman
Mr. NirbhaynarayanSudarshan Singh
Executive
Member
3
Mrs. Renuka KunalBajaj
The Company constituted a Nomination & RemunerationCommittee (NRC) of the Company on 01st April 2024 in linewith the provision of Section 178 of the Act.
The Nomination & Remuneration Committee comprises ofthe Independent/Non-Executive Directors of the Companyas mentioned below.
Name ofDirector
Mrs. Brinda
Jitendrakumar
Soni
Mr. Shiv KumarMittal
Non-Executive
Mrs. RenukaKunal Bajaj
A Copy of the NRC Committee Policy will be available at theCompany's website https ://www.hvax.in
The Company has constituted a Stakeholders RelationshipCommittee of the Company on 01st April 2024 in line with theprovision of Section 178 of the Act.
The Stakeholders Relationship Committee comprises of theIndependent/Non-Executive Directors of the Company asmentioned below.
Positionon theCommittee
A Copy of the Stakeholders Relationship Committee Policywill be available at the Company's website https://www.hvax.in
The Company has in place a mechanism to identify, assess,monitor and mitigate various risks towards the key businessobjectives. Major risks identified by the businesses andfunctions are systematically addressed through mitigatingactions on a continuing basis. These are discussed at themeetings of the Board of Directors of the Company. Although,Board is of the opinion that there are no major risks affectingthe existence of the Company.
Your Company promotes ethical behaviors in all its businessactivities and has put in place a mechanism wherein theemployees are free to report illegal or unethical behavior,actual or suspected fraud or violation of the Company'sCodes of Conduct or Corporate Governance Policies or anyimproper activity to the Chairman of the Audit Committee ofthe Company or Chairman of the Board. The Whistle BlowerPolicy has been duly communicated within your Company.
Under the Whistle Blower Policy, the confidentiality of thosereporting violation(s) is protected, and they are not subjectto any discriminatory practices. No personnel have beendenied access to the Audit Committee in this regard. TheVigil Mechanism and Whistle Blower Policy may be accessedon the Company's website https://www.hvax.in.
Your Company has in place a Prevention of sexualharassment policy in line with the requirements of the SexualHarassment of Women at Workplace (Prevention, Prohibition& Redressal) Act, 2013. Internal Complaints Committeehas been set up to redress complaints received regardingsexual harassment. All employees (permanent, contractual,temporary, trainees) are covered under this policy.
Your Company did not receive any sexual harassmentcomplaints during the year ended on 31st March, 2025
The Company is committed to provide safe and conducivework environment to all its employees and associates Thepolicy adopted by the Company for Prevention of SexualHarassment is available on its website at https://www.hvax.in.
The remuneration paid to the Directors is in accordancewith the Nomination and Remuneration Policy of theCompany formulated pursuant to Section 178 of theCompanies Act, 2013.
The disclosures required under Section 197 of the CompaniesAct, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,including any statutory modifications or re-enactmentsthereof, have been duly complied with and form part of thisReport in accordance with the applicable provisions.
A detailed analysis of the Company's performance is madein the Management Discussion and Analysis Report, whichforms part of this Annual Report. (ANNEXURE - IV)
The properties and insurable assets of the Company such asbuildings, plants, machinery and stocks among others areadequately insured.
Since your Company's securities are listed on NSE SMEPlatform, by virtue of Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015, the Compliance with CEO and CFO Certification asprovided under Sub- regulation 8 of Regulation 17 is notapplicable. Hence, the same does not form part of thisreport.
The entire Shareholding of the Company is in DEMAT mode.The ISIN No. allotted is INE0TO501019. The Company'sEquity Shares are compulsorily tradable in electronic form.
Your Company has paid Annual Listing Fee for the financialyear 2025-26 to NSE Ltd. according to the prescribed norms& regulations. Company has also paid Annual Custody Feeto National Securities Depository Limited and Issuer Fee toCentral Depository Services (India) Limited for the financialyear 2025-26.
In the preparation of the financial statements, the Companyhas followed the Accounting Standards referred to in Section133 of the Companies Act, 2013. The significant accountingpolicies which are consistently applied are set out in theNotes to the Financial Statements.
The Company considers it is essential to protect the Earthand limited natural resources as well as the health and well¬being of every person. The Company strives to achieve safety,health and environmental excellence in all aspects of itsbusiness activities. Acting responsibly with a focus on safety,
health and the environment is a part of the Company's DNA.
Your Company lays emphasis on competence andcommitment of its human capital, recognizing its pivotalrole for organizational growth. During the year, the Companymaintained a record of peaceful employee relations. Yourdirectors wish to place on record their appreciation for thecommitment shown by the employees throughout the year.
36. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS AND COMPANY’S OPERATIONS INFUTURE:
During the year under review there has been no suchsignificant and material orders passed by the regulators orcourts or tribunals impacting the going concern status andcompany's operations in future.
37. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGPENDING UNDER THE INSOLVENCY AND BANKRUPTCYCODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITHTHEIR STATUS AS AT THE END -OF THE FINANCIAL YEAR:
During the year under review, neither there is any applicationmade, nor any proceedings are pending under the Insolvencyand Bankruptcy Code, 2016 (31 of 2016).
38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THEVALUATION DONE AT THE TIME OF ONE TIME SETTLEMENTAND THE VALUATION DONE WHILE TAKING LOAN FROMTHE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THEREASONSTHEREOF:
During the year under review, no such exercise hashappened.
The Company was not required to transfer any amounts toInvestor Education and Protection Fund (IEPF).
During the year under review the Company has not obtainedany credit rating.
Your directors state that no disclosure or reporting isrequired in respect of the following items as there were notransactions on these items during the financial year underreview:
• There were no material changes in commitments affecting the financial position of your Company between the end of financialyear (March 31, 2025) and the date of the report.
• During the period under review, none of the Auditors of the Company have reported any fraud as specified under the secondproviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force);
• The Company is not required to maintain cost records and cost audit not applicable as your company does not fall under thepurview of Section 148 of Companies Act, 2013.
Your directors wish to place on record their gratitude to Shareholders for the confidence reposed by them and thank all theClients, Dealers and other business associates for their contribution to your Company's growth. The Directors also wish toplace on record their appreciation of the valuable services rendered by the executive, staff and workers of the Company.
Your Board expresses its gratitude for the assistance and co-operation extended by SEBI, NSE, NSDL, CDSL, MCA, ROC, CentralGovernment and Government of various States and other Regulatory Authorities including Local Governing Bodies.
Your Board appreciates the precious support provided by the Auditors, Lawyers and Consultants. We place on record ourappreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by theirhard work, solidarity, cooperation and support.
The Management is deeply grateful for the confidence and faith that all the stakeholders have reposed in them. Your directors lookforward for their continued support in the future for the consistent growth of the Company.
By Orders of the Board of DirectorsFor, Hvax Technologies Limited
Sd/-
Managing DirectorDIN: 03306298
Date: 2nd September, 2025Place: AhmedabadRegistered Office:
CIN: L74999MH2010PLC210329
601, Lodha Supremus, I-Think Techno Campus,
Kanjurmarg (East), Mumbai City, Mumbai,
Maharashtra, India, 400042