Shareholders meeting

Vaxtex Cotfab Limited CIN: L35105GJ2005PLC076930 AXTEX COTFAB LIMITED 306, Sarthik Complex, Nr, Iscon Cross Road, Satellite, Ahmedabad – 380015 Suiting & Shirting Fabrics +917249058261 cs.vaxtex@gmail.com www.vaxtexcotfabltd.com NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the 21st (Twenty One) Annual General Meeting (AGM) of the Members of Vaxtex Cotfab Limited (the Company) will be held on Wednesday, September 30, 2026 at 02:00 P.M. through Video Conferencing (“VC’)/Other Audio-Visual Means (“OVAM”) in compliance with the applicable provisions of Companies Act, 2013 and the rules notified there under (Deemed Venue: At 306, Sarthik Complex, Iscon Temple, Cross Road, Satellite, Ahmedabad, Jodhpur Charrasta, Ahmedabad, Ahmadabad City, Gujarat, India, 380015.), to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon. SPECIAL BUSINESS: 2. Appointment of Mrs. Ansuiya Pareek (DIN: 10120917) as a Woman Non-Executive - Independent Director of the Company. To consider and, if thought fit, to pass the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s), amendment(s) or re-enactment thereof for the time being in force), Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the consent of the Members of the Company be and is hereby accorded for the appointment of Mrs. Ansuiya Pareek (DIN: 10120917) as a Woman Non-Executive - Independent Director of the Page 1 of 23 Vaxtex Cotfab Limited CIN: L35105GJ2005PLC076930 AXTEX COTFAB LIMITED 306, Sarthik Complex, Nr, Iscon Cross Road, Satellite, Ahmedabad – 380015 Suiting & Shirting Fabrics +917249058261 cs.vaxtex@gmail.com www.vaxtexcotfabltd.com Company, who has submitted a declaration confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and who is eligible for appointment, as an Independent Women Director of the Company, not liable to retire by rotation, for a term of five (5) years, commencing from September 05, 2026 to September 04, 2031. RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall include any Committee thereof duly constituted for this purpose) be and is hereby authorised to determine, revise and approve the terms and conditions of the re-appointment, including payment of sitting fees and reimbursement of expenses, in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws, as may be in force from time to time. RESOLVED FURTHER THAT any Director of the Company and/or the Company Secretary be and are hereby severally authorised to file the necessary e-forms and returns with the Registrar of Companies and other statutory authorities, issue the letter of appointment, make necessary entries in the statutory registers and records of the Company and to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be necessary, proper or expedient for giving effect to this Resolution, including settling any question, difficulty or doubt that may arise in connection therewith." 3. Reversal of resolutions passed earlier at the Extra-Ordinary General Meeting (“EOGM”) held on February 27, 2026, and to take all necessary consequential actions in this regard. To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 and the rules made thereunder, and Members approvals, consents and permissions, the Board of Directors of the Company hereby considers and approves the reversal/withdrawal of the Page 2 of 23 Vaxtex Cotfab Limited CIN: L35105GJ2005PLC076930 AXTEX COTFAB LIMITED 306, Sarthik Complex, Nr, Iscon Cross Road, Satellite, Ahmedabad – 380015 Suiting & Shirting Fabrics +917249058261 cs.vaxtex@gmail.com www.vaxtexcotfabltd.com resolutions passed at the Extra-Ordinary General Meeting (“EOGM”) of the Company held on February 27, 2026, being: Resolution No. 1 of (02/2025-26) EOGM relating to the increase in the Authorized Share Capital of the Company; “RESOLVED THAT pursuant to the provisions of Section 13, Section 61(1)(a) read with Section 64 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Share Capital & Debentures) Rules, 2014, including any statutory modification(s) thereof, and the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to increase the authorized share capital of the Company from the existing Rs. 19,00,00,000 (Rupees Nineteen Crores only) divided into 19,00,00,000 (Nineteen Crores) Equity Shares of Rs. 1/- each to Rs. 500,00,00,000/- (Rupees Five Hundred Crores only) divided into 500,00,00,000 (Five Hundred Crore) Equity Shares of Rs. 1/- each by creating additional 481,00,00,000 (Four Hundred and Eighty-One Crore) Equity shares of Rs. 1each ranking pari-passu in all respects with the existing Equity shares of the Company. RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company be substituted with the following clause: V. The Authorised share capital of the Company is Rs.500,00,00,000/- (Rupees Five Hundred Crores only) divided into 500,00,00,000 (Five Hundred Crores) Equity Shares of Rs. 1/- each. RESOLVED FURTHER THAT for the purpose of giving effect to above resolution, any of the Directors or Key Managerial Personnel (KMP) of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be deemed necessary, desirable or expedient and to file, sign, verify and execute all such forms (including e-forms), papers or documents, as may be required and do all such acts, deeds, matters and things as may be necessary and incidental for giving effect to the aforementioned resolution.” RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps and actions, and to execute and file all such applications, forms, documents, deeds and writings with the Registrar of Companies and/or any other statutory, regulatory or governmental authority, as may be necessary or expedient to give effect to this resolution. Page 3 of 23 Vaxtex Cotfab Limited CIN: L35105GJ2005PLC076930 AXTEX COTFAB LIMITED 306, Sarthik Complex, Nr, Iscon Cross Road, Satellite, Ahmedabad – 380015 Suiting & Shirting Fabrics +917249058261 cs.vaxtex@gmail.com www.vaxtexcotfabltd.com RESOLVED FURTHER THAT Any Director/Company Secretary of the Company, be and is hereby severally/jointly authorised to do all such acts, deeds, matters and things as may be necessary, desirable or incidental for giving effect to this resolution, including making necessary filings and submissions with the Registrar of Companies and other authorities and to settle any questions or difficulties that may arise in this regard.” By Order of the Board of Directors For Vaxtex Cotfab Limited Sd/- Amay Vatsalya Whole-time Director Din: 09330694 Date: September 05, 2026 Place: Ahmedabad Page 4 of 23 Vaxtex Cotfab Limited CIN: L35105GJ2005PLC076930 AXTEX COTFAB LIMITED 306, Sarthik Complex, Nr, Iscon Cross Road [Showing first 8,000 characters — download PDF for full document]