Directors Report of Vikram Thermo (India) Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 31^st Annual Report on the business and operations of the Company and the
accounts for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY & HIGHLIGHTS

The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2024-25 and the
previous Financial Year 2023-24 is tabled below:

PARTICULARS	2024-25 (Rs. in Lakhs)	2023-24 (Rs. in Lakhs)
Continuing operations
Income
Revenue from Operations	12623.06	10127.26
Other income	290.78	110.71
Total Income	12913.84	10237.97
Profit/loss before Depreciation, Finance Costs and Tax Expense	4760.12	3826.98
Less: Depreciation	252.22	243.81
Profit/loss before Finance Costs and Tax Expense	4507.90	3583.17
Less: Finance Cost	94.33	109.16
Profit/loss before Tax Expense	4413.57	3474.01
Provision for Tax & Deferred Tax	1037.70	868.27
Profit / (Loss) After Tax from Continuing Expenses	3375.87	2605.74
Discontinuing operations
Income
Revenue from Operations	451.98	2512.29
Other income	6.07	9.25
Total Income	458.05	2521.54
Profit/(Loss) for the year befor tax & Exceptional item from Discontinued Operations before tax	(31.92)	(67.87)
Exceptional Items	2534.10	0
Profit/(Loss) for the year befor tax after Exceptional item from Discontinued Operations before tax	(2566.02)	(67.87)
Tax expenses	0	0
Profit/(Loss) for the year from Discontinued Operations after tax	(2566.02)	(67.87)
Profit/(Loss) for the year from Continuing and Discontinued Operations after exeptional item & tax	809.85	2537.87
Other Comprehensive Income for the year from continuing and Discontinuing operations (Net of Tax)	(3.00)	3.98
Total Comprehensive income	806.85	2541.85
Earning Per Share	2.58	8.09

Key Financial Highlights & Comparison with the Previous Financial Year:

• Total Income from continuing operation increased to Rs. 12623.06 Lakhs in comparison to Rs. 10127.26 Lakhs of
Previous Financial Year 2023-24.

• PAT decreased to Rs. 809.85 Lakhs in comparison to Rs. 2537.87 Lakhs of Previous Financial Year 2023-24.

• EPS decreased to Rs. 2.58 in comparison to Rs. 8.09 of Previous Financial Year 2023-24.

Further, the Audited Standalone Financial Statements for the Financial Year 2024-25, forming part of this Annual
Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards (Ind-AS) as notified
by the Ministry of Corporate Affairs (MCA) and The Securities Exchange Board of India (SEBI) read with the provisions
of Section 133 of the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.

2. STATE OF AFFAIRS AND REVIEW OF OPERATIONS AND WAY AHEAD:

The financial year 2024-25 has marked another milestone for the Company, surpassing the operational benchmarks
set in the previous year. The Company recorded a revenue of Rs.12,623.06 lakhs from continuing operation and
Rs.451.98 lakhs from discontinuing operation and a Profit After Tax (pAt) of Rs.809.85 lakhs. While the PAT reflects a
decrease primarily due to the demerger of a business unit, the overall performance of the continuing operations has
shown notable improvement.

The Company''s core strength continues to lie in its robust in-house R&D center, supported by a highly experienced and
skilled team. With a focus on building a sustainable and scalable business model, the Company remains committed
to driving profitable revenue growth through the development and commercialization of high-margin, research-driven
products tailored to the specific needs of customers in both domestic and international markets.

Our extensive PAN-India presence, along with a steadily expanding global footprint, has significantly contributed to
the Company''s growth. As we move forward, the Company remains steadfast in its commitment to consistent investment
in R&D, the adoption of emerging technologies, and the continuous enhancement of its product portfolio to meet the
dynamic demands of the market.

3. DEMERGER OF AROMATIC CHEMICALS (DPO) BUSINESS:

You are already aware that the Scheme of Demerger for the Company''s Aromatic Chemicals (Diphenyl Oxide) business
was approved by the Hon''ble NCLT, Ahmedabad, by its order dated April 26, 2024. The Scheme became effective from
May 4, 2024.

In accordance with the approved Scheme, the equity shares of the resulting company, M/s Vikram Aroma Limited, have
been duly allotted to the shareholders of your Company. We are pleased to inform you that Vikram Aroma Limited
received listing approval from BSE/SEBI on December 9, 2024. Subsequently, the trading approval was granted on
March 4, 2025, and trading of its shares commenced on March 6, 2025.

The demerger shall be a synergic benefit from living off of the undertaking of your company in to Vikram Aroma Limited
as the efficiency and worth of both the companies shall increase manifold. Each company would specialize in their
respective core business and independently scale up their businesses by attracting specific resources and investment
to support their growth. The demerger would also help each company to isolate the risks between their respective
businesses, raise capital based on their individual requirements and unlock value in future.

4. DIVIDEND:

Your Board of Directors are pleased to recommend payment of Dividend at 10% on equity shares of Rs. 10/- each,
amounting to Rs. 1 per share on paid up equity capital of the company to those shareholders whose names appear on
the Register of Member on Record date. With a view to share the profits of the company with its shareholders, directors
feel that recommendation of dividend is a way of appreciation to them. The dividend payout will result in total outflow
of Rs. 3,13,57,850/- (Previous Year Rs. 2,35,18,388/-).

5. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

The company has not transferred any amount to the reserves from the profit for the financial year 2024-25.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of
the Company. In pursuance to provisions of Section 203 of the Companies Act, 2013 ("the Act") read with relevant Rules
thereunder, the personnel of the Company who acted as "Key Managerial Personnel" during the year under review are
as appended below:

Name of Key Managerial Personnel	Designation
MR. DHIRAJLAL KARSANDAS PATEL*	CHAIRMAN & MANAGING DIRECTOR
DR. DINESHKUMAR H. PATEL	WHOLE TIME DIRECTOR
MR. ANKUR D PATEL	WHOLE TIME DIRECTOR
MR. VIPULKUMAR VITTHALBHAI PATEL	INDEPENDENT DIRECTOR
MRS. AANAL SAFI	INDEPENDENT DIRECTOR
MR. DINESHKUMAR DAHYALAL MISTRY	INDEPENDENT DIRECTOR
MR. MAHESHKUMAR KANTILAL SHAH	COMPANY SECRETARY & COMPLIANCE OFFICER
MR. MOTIBHAI DEVABHAI FOSI	CHIEF FINANCIAL OFFICER

The Board of Directors of your Company are fully committed to steering the organization for long-term success through
setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively
managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth
and development.

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this
Annual Report.

*In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Memorandum and
Articles of Association of the Company, Mr. Dhirajlal K Patel, (DIN: 00044350), Managing Director of the Company
retires by rotation at this ensuing Annual General Meeting and has offered himself for reappointment.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as
Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule VI(10)(i) of SEBI (LODR) Regulation, 2015 ; the Company has received a certificate from
Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI /
Ministry of Corporate Affairs or any such statutory authority.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Director of the Company confirming that they meet
with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and
under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and complied
with the Code for Independent Directors prescribed in Schedule IV to the Act.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE FINANCIAL YEAR:

Appointments and Regularization:

• Mr. Dineshkumar Dahyalal Mistry was appointed by the Board as an Additional Non-Executive Independent
Director with effect from 14th August 2024. He was subsequently regularized and appointed as a Non-Executive
Independent Director for a term of five consecutive years, commencing from the conclusion of the 30th Annual
General Meeting until the conclusion of the 35th Annual General Meeting, to be held in the year 2029, by the
shareholders at the 30th Annual General Meeting held on 30th September 2024.

• Mrs. Aanal Parth Safi was appointed by the Board as an Additional Non-Executive Independent Director with
effect from 14th August 2024. She was subsequently regularized and appointed as a Non-Executive Independent
Director for a term of five consecutive years, commencing from the conclusion of the 30th Annual General
Meeting until the conclusion of the 35th Annual General Meeting, to be held in the year 2029, by the shareholders
at the 30th Annual General Meeting held on 30th September 2024.

Resignations:

• Mrs. Alpaben Alpeshbhai Patel resigned from the position of Non-Executive Non-Independent Director with effect
from 14th August 2024.

• Mr. Shaileshkumar Prahladbhai Patel resigned from the position of Non-Executive Non-Independent Director
with effect from 14th August 2024.

Cessation due to Completion of Tenure:

• Mr. Bharatbhai Manubhai Shah, Mr. Thakarshibhai Maganlal Patel, and Mr. Ketan Chimanlal Patel completed
their second term of five consecutive years as Non-Executive Independent Directors and accordingly ceased to be
Directors of the Company with effect from 14th August 2024, in accordance with the provisions of Section 149 of
the Companies Act, 2013.

8. MEETINGS OF THE BOARD & COMMITTEE:

During the Financial Year under review, the Board of Directors of the Company met for 6(Six) times for various agenda
items of the Company, the same which were circulated well in advance to the Board. The details of the meetings are duly
mentioned in the Corporate Governance Report, which forms part of this Annual Report.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

Sr. No.	Board Meeting	Audit Committee Meeting	Stakeholder Committee Meeting	NRC Committee Meeting	ID Committee Meeting
1.	23.05.2024	29.05.2024	29.06.2024	14.08.2024	20.03.2025
2.	29.05.2024	14.08.2024	30.09.2024
3.	14.08.2024	14.11.2024	31.12.2024
4.	28.09.2024	14.02.2025	31.03.2025
5.	14.11.2024
6.	14.02.2025

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a
truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience,
cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its
competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of
the Board of Directors. The policy is available on our website at https://www.vikramthermo.com/wp-content/uploads/
2023/33/board-diversity-policy.pdf.

10. COMMITEES OF BOARD:

The company has several committees which have been established as a part of best corporate governance practices
and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder''s Relationship Committee

• Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in
detail in the ''Report on Corporate Governance'' of the company which forms part of this Annual Report.

11. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available on the Company''s website and can be accessed
at (www.vikramthermo.com).

12. STATUTORY AUDITORS &AUDIT REPORT

M/s. J.T. Shah & Co., Chartered Accountants, (firm Registration No.109616W) had been re-appointed as statutory
auditors of the company at the Annual General Meeting held on 17th September, 2022 to hold office for 5 (five)
consecutive years upto the end of financial year 2026-27.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditors comments
on your company''s accounts for year ended March 31, 2025 are self-explanatory in nature and do not require any
explanation as per provisions of Section 134(3)(f) (i) of the Companies Act, 2013.

13. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2024-25, neither the Statutory Auditor nor the Secretarial Auditor of the Company has
reported to the audit committee any instance of fraud committed against the Company by its employees or officers
under section 143(12), the details of which need to be reported in Board''s Report.

14. INTERNAL AUDIT AND FINANCIAL CONTROL:

The Company has appointed M/S. SAMIR M.SHAH & ASSOCIATES, Chartered Accountants as an Internal Auditor of the
Company. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable
financial disclosures. The reports of Internal Audit are reviewed by the Audit Committee of the Board.

15. COST RECORDS AND COST AUDIT:

Company has maintained necessary Cost Records and which are required to be maintained by Company Pursuant to
Section-148 (1) of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014.

As per the requirement of Section 148(3) and rule 6(2) of the Companies (Cost Records and Audit Rules) 2014, the
Company is required to appoint cost auditor to conduct the cost audit for the Financial year 2023-24. Accordingly, the
Board has approved the appointment of M/S. Nisha Patel & Associates, Cost Accountants (Registration No. 102667)
and remuneration to be paid to him in the Board Meeting held on 26th May, 2025 and said agenda for the ratification
of same has been proposed in forthcoming Annual General Meeting.

16. SECRETARIAL AUDIT:

Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, the company has appointed M/s. A. SHAH & ASSOCIATES, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure -I to the Board''s
Report. The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at
arm''s length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors
on the same are as follows:

SR. NO	Compliance Requirement (Regulations/ circulars/ guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary
1	The company has to file form within 60 days from the date of Annual general Meeting.	The company has made delay of in uploading form I EPF-2 during the Financial Year 2024-25.	The company has undertaken corrective measures to not repeat the same.

17. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy
on directors'' appointment and remuneration of Directors including criteria for determining qualification, positive
attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees.
The policy is annexed to this report as ''Annexure:II.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of
the company and were on arm''s length basis. There were no materially significant related party transactions entered
by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential
conflict with the interest of the company.

All such Related Party Transactions have been placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as
approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company at
www.vikramthermo.com under https://www.vikramthermo.com/investors-relations/?yr=policies

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub¬
section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ''Annexure: IN'' the same forms part
of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

19. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest
thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the
Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the
Companies Act, 2013. The company has also transferred the unclaimed shares to IEPF account.

20. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual
directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of sub¬
regulation (2) of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement)
Regulation 2015.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual
directors on the basis of the criteria such as the contribution of the individual director to the Board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board
as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and
non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent
Directors, at which the performance of the Board, its committees and individual directors was also discussed.

21. DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the
Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules,
2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

22. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavour to
achieve good governance, by way of a conscious and continuous effort whereby ensuring the truth, transparency,
accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation
34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as
Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under
Companies Act, 2013.

A Certificate from M/S. A. SHAH & ASSOCIATES., Practicing Company Secretaries, conforming compliance to the conditions
of Corporate Governance as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i)
of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure
Requirement) Regulation 2015, is annexed to this Report.

23. GRATUITY

The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The
Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the
year no contribution was made towards this fund.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review there are no loans, guarantees or investments under section 186 made by the company.
However, in terms of provisions of Section 134(3)(g)of the Companies Act 2013, the Particulars of Loans, Guarantees or
Investments under Section 186, is annexed hereto as ''Annexure: IV'' and forms part of this Report.

25. PARTICULARS OF EMPLOYEES REMUNERATION:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(''Rules'') are annexed to this Report as ''Annexure: V''.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Rules, a
statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in
the said Rules forms part of this Report. Further, the Integrated Report and the Annual Accounts are being sent to the
Members excluding the aforesaid statement. In terms of Section 136 of the Companies Act, 2013, the said statement will
be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to
the Company at HYPERLINK "mailto:[e-mail]"[e-mail]

26. FOREIGN EXCHANGE EARNINGS / OUTGO:

Particulars regarding the foreign exchange earnings and outgo during the year 2023-24 is as Annexed hereto as
"ANNEXURE VI".

27. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Pursuant to Sub-section 3(m) of the Section 134 of Companies Act, 2013, read with Rule 8(3) of the companies (Accounts)
Rules, 2014. Every company is required to disclose about the steps taken for conservation of energy & Technology
Absorption during the year in the board report of the company.

(a) Conservation of energy:

(i)	the steps taken or impact on conservation of energy	The company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum saving of energy is achieved.
(ii)	the steps taken by the company for utilizing alternate sources of energy	No alternate source of energy is available at present. However, the company is exploring various alternatives in this direction.
(iii)	the capital investment on energy conservation equipment''s	No specific investment has been made in energy conservation areas.

As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on
cost cannot be stated accurately.

(b) Technology absomtion:

(i)	the efforts made towards technology absorption	N.A.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	N.A.
	(a) the details of technology imported	N.A.
	(b) the year of import;	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
(iv)	the expenditure incurred on Research and Development	Capital Expenditure - Nil Revenue Expenditure - Rs.27,81,809.43 Total - Rs.27,81,809.43 R&D Expenditure as % of total revenue 0.21%

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have
any imported technology during the financial year.

28. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of
risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk
identification and management framework appropriate to the size of your Company and the environment under which
it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme
risks like calamities and disasters. Risks are being continuously identified in relation to business strategy, business
continuity/contingency plans, operations and transactions, statutory / legal compliance, financial reporting,
information technology system, cyber security and overall internal control framework.

29. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015,your Company believes in conducting business affairs in
a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour via Vigil Mechanism/
Whistle Blower Policy. Through this Policy, the Company seeks to provide a procedure for all the employees, Directors
and other stakeholders of the Company to report concerns about unethical behaviour, misconduct, violation of
Company''s Code of Conduct and implementation of improper practices taking place in the Company and provide for
adequate safeguards in that regard and also provide for direct access to the Chairman of the Audit Committee, in
exceptional cases

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vikramthermo.com under
https://www.vikramthermo.com/investors-relations/?yr=policies

30. BRIEF OF SHAREHOLDING PATTERN:

The shareholding pattern as on 31^st March, 2025 is as follows:

SR NO		No. of Shares held at the beginning of the year: 31/D3/2024				No. of Shares held at the end of the year :31/)3/2025
	Category of Shareholder	Demat	Physical	Total Shares	Total %	Demat	Physical	Total Shares	Total %	% Change
(Shareholding of Promoter and Promoter Group)
Indian
1.	INDIVIDUAL / HUF	20678135	0	20678135	65.94	20678135	0	20678135	65.94	0
	Total Shareholding	20678135	0	20678135	65.94	20678135	0	20678135	65.94	0

(B) Public shareholding

2.	BODIES CORPORATE	263307	0	263307	0.84	292653	0	292653	0.93	0.09
3.	INDIVIDUAL
4.	(CAPITAL UPTO TO Rs. 2 Lakh)	4785136	325825	5110961	16.30	5184319	402525	5586844	17.82	1.52
5.	(CAPITAL GREATER THAN Rs. 2 Lakh)	3295085	127500	3422585	10.91	3146949	0	3146949	10.05	-0.86
6.	ANY OTHERS (Specify)
7.	HINDU UNDIVIDED FAMILY	594385	0	594385	1.90	603695	0	603695	1.92	0.02
8.	CLEARING MEMBER	1750	0	1750	0.01	21727	0	21727	0.07	0.06
9.	NON RESIDENT INDIANS (NRI)	720972	167000	887972	2.83	494092	147500	641592	2.04	-0.79
10.	IEPF	398755	0	398755	1.27	386255	0	386255	1.23	-0.04
Total	Public Shareholding	10059390	620325	10679715	34.06	10129690	550025	10679715	34.07	0
GRAND TOTAL		30737525	620325	31357850	100.00	30807825	550025	31357850	100	0

30. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY

The company does not have any Subsidiaries, joint ventures or associate companies.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a
Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company which
has been approved by the Board.

The CSR Policy can be accessed from the investors section on the company''s website at the link https://
www.vikramthermo.com/investors-relations/?yr=policies This being the Seventh year of implementation of the CSR
Policy, The company is pleased to inform the members that an amount of Rs. 52,00,000 towards its CSR obligation for
2024-25 has been spent which is over and above the requirement as specified by the Government and it is committed
to further spend appropriate amount towards its obligation of the current financial year during 2024-25 as well. The
Report on CSR activity is annexed as Annexure VII.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

1. Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 the company has setup the Internal complaints committee and the said committee has framed the policy "Prevention
of Sexual Harassment" on prevention, prohibition and Redressal of complaints related to sexual harassment of
women at the workplace. All women employees whether permanent, temporary or contractual are covered under the
above policy. However, during the year no complaints were received by the Internal Complaints committee for sexual
harassment from any of the women employees of the company.

34. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS:

Your Company treats its "Human Resources" as one of its most significant assets. The people are the backbone of its
business. The Company believes that human resources are the most significant element responsible for any
organization''s growth. The Company continues to focus on attracting, retaining and developing the best in class talent
to deliver on its goals of Growth, Profitability and Sustainability. The Company has systems and procedures in place
to provide avenues to employees for their all-round development, enhancement of skills on professional and personal
levels. It operates its business affairs in a fair and transparent manner, and adheres to the highest standards of
ethical behaviour and integrates practices that support environment, human rights and labour laws. All these measures
aid employee satisfaction and involvement, resulting in maintenance of harmonious and cordial Industrial Relations.

35. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business
of the Company is set out in Annexure forming part of this Report.

37. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern
status and Company''s operation in future.

38. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

During the year, the Company received the final order from the Hon''ble National Company Law Tribunal (NCLT) dated
April 26, 2024, approving the Scheme of Demerger of the Aromatic Chemicals (Diphenyl Oxide) business. The Scheme
became effective from May 4, 2024.

Pursuant to the Scheme, equity shares of the resulting company, M/s Vikram Aroma Limited, were allotted to the
shareholders of the Company. Subsequently, Vikram Aroma Limited received listing approval from BSE/SEBI on December
9, 2024. Trading approval was granted on March 4, 2025, and trading in the equity shares of Vikram Aroma Limited
commenced on March 6, 2025.

39. SIGNIFICANT OR MATERIAL EVENTS OCCURING AFTER THE BALANCE SHEETDATE:

Subsequent to the end of the financial year, the following significant events have occurred:

• Mr. M.D. Fosi, Chief Financial Officer (CFO) of the Company, resigned from his position with effect from May 26,
2025.

• The Board of Directors has appointed Mrs. Switi Patel as the new Chief Financial Officer (CFO) of the Company
with effect from the same date, i.e., May 26, 2025.

The Board places on record its appreciation for the valuable contributions made by Mr. Fosi during his tenure and
welcomes Mrs. Switi Patel to her new role.

40. STATEMENT OF DIRECTORS'' RESPONSIBILITY:

Pursuant to requirement under Section 134(3)(c ) and Section 134(5) of the Companies Act, 2013 (Act), Directors,
confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2025, the applicable accounting
standards read with requirement set out under Schedule III to the Act, have been followed and there are no
material departures from the same;

(b) the Directors have 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 March 31, 2025 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and are operating effectively and;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

41. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation
received from the financial institutions, banks, Government authorities, customers, vendors and members during the
year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in
supporting the Company in its continued robust performance on all fronts.

PLACE : AHMEDABAD BY THE ORDER OF THE BOARD OF DIRECTORS,

DATE : 12/08/2025 FOR, VIKRAM THERMO (INDIA) LIMITED

Sd/-

MR. DHIRAJLAL K PATEL
CHAIRMAN &MD
(DIN:00044350)

---

Mar 31, 2024

Your Directors have pleasure in presenting their 30^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY & HIGHLIGHTS

The summarized Audited Standalone Financial Performance of your Company for the Financial Year 2023-24 and the previous Financial Year 2022-23 is tabled below:

PARTICULARS	2023-24 (Rs. in Lakhs)	2022-23 (Rs. in Lakhs)
Revenue from Operations	12639.54	11154.07
Other income	115.22	135.06
Total Income	12754.76	11289.13
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	3869.22	2741.19
Less: Depreciation	349.14	320.75
Profit/loss before Finance Costs, Exceptional items and Tax Expense	3520.08	2420.44
Less: Finance Cost	113.94	116.93
Profit/loss before Exceptional items and Tax Expense	3406.14	2303.51
Less: Exceptional Items	0.00	0.00
Profit / (Loss) Before Tax	3406.14	2303.51
Provision for Tax & Deferred Tax	868.27	612.22
Profit / (Loss) After Tax	2537.87	1691.29
Other Comprehensive income (net of tax effect)	3.98	23.42
Total Comprehensive income	2541.85	1714.72

Key Financial Highlights & Comparison with the Previous Financial Year:

• Total Income increased to Rs. 12754.76 Lakhs in comparison to Rs. 11289.13 Lakhs of Previous Financial Year 2022-23.

• PBT increased to Rs. 3406.14 Lakhs in comparison to Rs. 2303.51 Lakhs of Previous Financial Year 2022-23.

• PAT increased to Rs. 2537.87 Lakhs in comparison to Rs. 1691.29 Lakhs of Previous Financial Year 2022-23.

• EPS increased to Rs. 8.09 in comparison to Rs. 5.39 of Previous Financial Year 2022-23.

Further, the Audited Standalone Financial Statements for the Financial Year 2023-24, forming part of this Annual Report, have been prepared in accordance with the Schedule III and Indian Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs (MCA) and The Securities Exchange Board of India (SEBI) read with the provisions of Section 133 of the Companies Act, 2013 and Companies (Indian Accounting Standard) Rules, 2015.

2. STATE OF AFFAIRS AND REVIEW OF OPERATIONS AND WAY AHEAD

The financial year 2023-24 has once again exceeded its own performance set in the last year. The revenue of Rs. 12639.54 lacs and profit after tax of Rs. 2537.87 lacs is best ever in the history of the company.

The company''s fundamental strength lies in its robust in-house R&D center supported by highly experienced team. The company''s focus is to build a sustainable business model with a focus on profitable revenue growth and launch of research based high margin products suiting to the specific needs of customers in domestic as well as overseas markets. The PAN - INDIA presence with global footprints expanding to newer territories have yielded rich dividends to your company. The company remains committed to consistently investing in R&D, exploring emerging technologies and enhancing its product portfolio to meet the evolving needs of the market.

3. DEMERGER OF AROMATIC CHEMICALS (DPO) BUSINESS:

You are well aware that the scheme of demerger of the company''s aromatic chemicals (Diphenyl oxide) business has been approved by honorable NCLT Ahmedabad by its order dated 26/04/2024 and the scheme became effective w.e.f. 04/ 05/2024. The equity shares of resulting company M/s Vikram Aroma Limited have already been allotted to the shareholders of your company and we are awaiting the final approval of BSE/SEBI for the listing/trading of the shares of Vikram Aroma Limited.

The demerger shall be a synergic benefit from living off of the undertaking of your company in to Vikram Aroma Limited as the efficiency and worth of both the companies shall increase manifold. Each company would specialize in their respective core business and independently scale up their businesses by attracting specific resources and investment to support their growth. The demerger would also help each company to isolate the risks between their respective businesses, raise capital based on their individual requirements and unlock value in future.

4. DIVIDEND:

Your Board of Directors are pleased to recommend payment of Dividend at 7.5% on equity shares of Rs. 10/- each, amounting to Rs. 0.75 per share on paid up equity capital of the company to those shareholders whose names appear on the Register of Member on Record date. With a view to share the profits of the company with its shareholders, directors feel that recommendation of dividend is a way of appreciation to them. The dividend payout will result in total outflow of Rs. 2,35,18,388/- (Previous Year Rs. 1,56,78,925/-).

5. THE AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES;

The company has transferred Rs. 30,00,000/- to General Reserves during the financial year 2023-24.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company is having dynamic, qualified, experienced, committed and versatile professionals in the Management of the Company. In pursuance to provisions of Section 203 of the Companies Act, 2013 ("the Act") read with relevant Rules thereunder, the personnel of the Company who acted as "Key Managerial Personnel" during the year under review are as appended below:

Name of Key Managerial Personnel	Designation
MR. DHIRAJLAL KARSANDAS PATEL	CHAIRMAN & MANAGING DIRECTOR
DR. DINESHKUMAR H. PATEL*	WHOLE TIME DIRECTOR
MR. ANKUR D PATEL	WHOLE TIME DIRECTOR
MR. MAHESHKUMAR KANTILAL SHAH	COMPANY SECRETARY & COMPLIANCE OFFICER
MR. MOTIBHAI DEVABHAI FOSI	CHIEF FINANCIAL OFFICER

The Board of Directors of your Company are fully committed to steering the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of Sustainable growth and development.

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

*In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of the Memorandum and Articles of Association of the Company, Dr. DINESHKUMAR H. PATEL, (DIN: 02583348), Whole Time Director of the Company retires by rotation at this ensuing Annual General Meeting and has offered himself for reappointment.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule VI(10)(i) of SEBI (LODR) Regulation, 2015 ; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

The Company has received declarations from all the Independent Director of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 and complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL AFTER THE CLOSURE OF FINANCIAL YEAR:

• Mr. Dineshkumar Dahyalal Mistry is appointed by board as additional non-executive independent director effective from 14th August,2024 and he is proposed to be regularized and appointed as Non -executive Independent Director subject to approval of the shareholders in the Annual General Meeting for the 5 consecutive year from the conclusion of 30th Annual General Meeting till conclusion of 35th Annual General Meeting to be held in year 2029.

• Mrs. Aanal Parth Safi is appointed by board as additional non-executive independent director effective from 14th August,2024 and she is proposed to be regularized and appointed as Non -executive Independent Director subject to approval of the shareholders in the Annual General Meeting for the 5 consecutive year from the conclusion of 30th Annual General Meeting till conclusion of 35th Annual General Meeting to be held in year 2029.

• Mrs. Alpaben Alpeshbhai Patel has resigned from the post of Non-Executive -Non Independent Director with effect from 14th August,2024.

• Mr. Shaileshkumar Prahladbhai Patel has resigned from the post of Non-Executive -Non Independent Director with effect from 14th August,2024.

• Mr. Bharatbhai Manubhai Shah has completed their 2nd five years term as Non-executive Independent Directors and consequently ceased to be Directors of the Company w.e.f. on 14th August, 2024.

• Mr. Thakarshibhai Maganlal Patel has completed their 2nd five years term as Non-executive Independent Directors and consequently ceased to be Directors of the Company w.e.f. on 14th August, 2024.

• Mr. Ketan Chimanlal Patel has completed their 2nd five years term as Non-executive Independent Directors and consequently ceased to be Directors of the Company w.e.f. on 14th August, 2024.

8. MEETINGS OF THE BOARD & COMMITTEE:

During the Financial Year under review, the Board of Directors of the Company met for 8(Eight) times for various agenda items of the Company, the same which were circulated well in advance to the Board. The details of the meetings are duly mentioned in the Corporate Governance Report, which forms part of this Annual Report.

The following are the dates on which the Board Meetings and Committee Meeting held during the year under review:

Sr. No.	Board Meeting	Audit Committee Meeting	Stakeholder Committee Meeting	NRC Committee Meeting
1.	29-05-2023	29-05-2023	30-06-2023	29.05.2023
2.	31-05-2023	11-08-2023	30-09-2023	11.08.2023
3.	11-08-2023	04-11-2023	31-12-2023	30.03.2024
4.	20-09-2023	13-02-2024	30-03-2024
5.	04-11-2023
6.	13-02-2024
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

9. BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The policy is available on our website at https://www.vikramthermo.com/wp-content/uploads/ 2023/33/board-diversity-policy.pdf.

10. COMMITEES OF BOARD:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholder''s Relationship Committee

• Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ''Report on Corporate Governance'' of the company which forms part of this Annual Report.

11. ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at (www.vikramthermo.com).

12. STATUTORY AUDITORS &AUDIT REPORT

M/s. J.T. Shah & Co., Chartered Accountants, (firm Registration No.109616W) had been re-appointed as statutory auditors of the company at the Annual General Meeting held on 17th September, 2022 to hold office for 5 (five) consecutive years upto the end of financial year 2026-27.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditors comments on your company''s accounts for year ended March 31, 2024 are self-explanatory in nature and do not require any explanation as per provisions of Section 134(3)(f) (i) of the Companies Act, 2013.

13. DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION 143(12):

During the financial year 2023-24, neither the Statutory Auditor nor the Secretarial Auditor of the Company has reported to the audit committee any instance of fraud committed against the Company by its employees or officers under section 143(12), the details of which need to be reported in Board''s Report.

14. INTERNAL AUDIT AND FINANCIAL CONTROL:

The Company has appointed M/S. SAMIR M.SHAH & ASSOCIATES, Chartered Accountants as an Internal Auditor of the Company. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The reports of Internal Audit are reviewed by the Audit Committee of the Board.

15. COST RECORDS AND COST AUDIT:

Company has maintained necessary Cost Records and which are required to be maintained by Company Pursuant to Section-148 (1) of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014.

As per the requirement of Section 148(3) and rule 6(2) of the Companies (Cost Records and Audit Rules) 2014, the Company is required to appoint cost auditor to conduct the cost audit for the Financial year 2023-24. Accordingly, the Board has approved the appointment of M/S. Nisha Patel & Associates, Cost Accountants (Registration No. 102667) and remuneration to be paid to him in the Board Meeting held on 29th May, 2024 and said agenda for the ratification of same has been proposed in forthcoming Annual General Meeting.

16. SECRETARIAL AUDIT:

Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed M/s. A. SHAH & ASSOCIATES, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure -I to the Board''s

Report. The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at arm''s length. The qualification raised by the Secretarial Auditor in its report and the justification of Board of Directors on the same are as follows:

SR. NO	QUALIFICATION	JUSTIFICATION OF BOARD
1	Details of Statutory Auditor is Not updated on BSE through Management details tab on BSE Listing center.	The company has taken corrective steps and updated the same on the BSE Website but the details are still not updated on the website.
2.	The company has made delay of in uploading form MR-1 and MGT-14 during the Financial Year 2023-24.
The Board has also undertaken to take care of such qualification and to comply with the same in future.

17. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors'' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as ''Annexure:II.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm''s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

All such Related Party Transactions have been placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company at www.vikramthermo.com under investors/policy documents/Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the subsection (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ''Annexure: III'' the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

19. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013. The company has also transferred the unclaimed shares to IEPF account.

20. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

21. DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

22. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavour to achieve good governance, by way of a conscious and continuous effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. A. SHAH & ASSOCIATES., Practicing Company Secretaries, conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

23. GRATUITY

The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year no contribution was made towards this fund.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

During the year under review there are no loans, guarantees or investments under section 186 made by the company. However, in terms of provisions of Section 134(3)(g)of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ''Annexure: IV'' and forms part of this Report.

25. PARTICULARS OF EMPLOYEES REMUNERATION:

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 as ''Annexure: V'' to the Directors'' Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act,

2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 is not provided as no employee is paid remuneration of Rs. 8.5 Lac Per month and Rs. 1.02 Cr. Per Annum if employed for the whole year.

26. FOREIGN EXCHANGE EARNINGS / OUTGO:

Particulars regarding the foreign exchange earnings and outgo during the year 2023-24 is as Annexed hereto as "ANNEXURE VI".

27. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

Pursuant to Sub-section 3(m) of the Section 134 of Companies Act, 2013, read with Rule 8(3) of the companies (Accounts) Rules, 2014. Every company is required to disclose about the steps taken for conservation of energy & Technology Absorption during the year in the board report of the company.

(a)	Conservation of energy:
(i)	the steps taken or impact on conservation of energy	The company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum saving of energy is achieved.
(ii)	the steps taken by the company for utilizing alternate sources of energy	No alternate source of energy is available at present. However, the company is exploring various alternatives in this direction.
(iii)	the capital investment on energy conservation equipment''s	No specific investment has been made in energy conservation areas.
As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

(b)	Technology absorption:
(i)	the efforts made towards technology absorption	N.A.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	N.A.
	(a) the details of technology imported	N.A.
	(b) the year of import;	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
(iv)	the expenditure incurred on Research and Development	Capital Expenditure - Nil Revenue Expenditure - Rs. 16,07,578.44 Total - Rs. 16,07,578.44 R&D Expenditure as % of total revenue 0.13%

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

28. RISK MANAGEMENT

Your Company has developed and implemented a Risk Management Policy which includes identification of elements of risk, if any, which in the opinion of the Board, may threaten the existence of the Company. Your Company has a risk identification and management framework appropriate to the size of your Company and the environment under which it operates. The process involves identifying both external and internal risks and the readiness to respond to extreme risks like calamities and disasters. Risks are being continuously identified in relation to business strategy, business continuity/contingency plans, operations and transactions, statutory / legal compliance, financial reporting, information technology system, cyber security and overall internal control framework.

29. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015,your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour via Vigil Mechanism/ Whistle Blower Policy. Through this Policy, the Company seeks to provide a procedure for all the employees, Directors and other stakeholders of the Company to report concerns about unethical behaviour, misconduct, violation of Company''s Code of Conduct and implementation of improper practices taking place in the Company and provide for adequate safeguards in that regard and also provide for direct access to the Chairman of the Audit Committee, in exceptional cases

The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vikramthermo.com under investors / policy documents / Vigil Mechanism Policy link.

30. DETAILS OF SUBSIDIARY JOINT VENTURE AND ASSOCIATES COMPANY

The company does not have any Subsidiaries, joint ventures or associate companies.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company which has been approved by the Board.

The CSR Policy can be accessed from the investors section on the company''s website at the link http:// www.vikramthermo.com. This being the Seventh year of implementation of the CSR Policy, The company is pleased to inform the members that an amount of Rs. 41,00,000 towards its CSR obligation for 2023-24 has been spent which is over and above the requirement as specified by the Government and it is committed to further spend appropriate amount towards its obligation of the current financial year during 2023-24 as well. The Report on CSR activity is annexed as Annexure VII.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

1. Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the company has setup the Internal complaints committee and the said committee has framed the policy "Prevention of Sexual Harassment" on prevention, prohibition and Redressal of complaints related to sexual harassment of women at the workplace. All women employees whether permanent, temporary or contractual are covered under the above policy. However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

34. HUMAN RESOURCES DEVELOPMENTAND INDUSTRIAL RELATIONS:

Your Company treats its "Human Resources" as one of its most significant assets. The people are the backbone of its business. The Company believes that human resources are the most significant element responsible for any organization''s growth. The Company continues to focus on attracting, retaining and developing the best in class talent to deliver on its goals of Growth, Profitability and Sustainability. The Company has systems and procedures in place to provide avenues to employees for their all-round development, enhancement of skills on professional and personal levels. It operates its business affairs in a fair and transparent manner, and adheres to the highest standards of ethical behaviour and integrates practices that support environment, human rights and labour laws. All these measures aid employee satisfaction and involvement, resulting in maintenance of harmonious and cordial Industrial Relations.

35. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

36. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

37. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

38. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

During the year the company has received observation letter from Bombay Stock Exchange (BSE) on 31st May, 2023 and made an application to National Company Law Tribunal (NCLT) on 21stJuly, 2023 for the scheme of Arrangement demerger.

39. SIGNIFICANT OR MATERIAL EVENTS OCCURING AFTER THE BALANCE SHEETDATE:

The company has received final order from the NCLT regarding approval of the demerger of Vikram Thermo (India) Limited and Vikram Aroma Limited on 26th April, 2024 and shares of Vikram Thermo (India) Limitd to be allotted to the resulting entity Vikram Aroma Limited as ratio mentioned in the Scheme of Arrangement demerger.

40. STATEMENT OF DIRECTORS'' RESPONSIBILITY:

Pursuant to requirement under Section 134(3)(c ) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31st March, 2024, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have 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 March 31, 2024 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

41. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLACE : AHMEDABAD BY THE ORDER OF THE BOARD OF DIRECTORS,

DATE : 14/08/2024 FOR, VIKRAM THERMO (INDIA) LIMITED

Sd/-

MR. DHIRAJLAL K PATEL CHAIRMAN &MD (DIN:00044350)

---

Mar 31, 2018

To,

The MEMBERS,

VIKRAM THERMO (INDIA) LTD

The Directors have pleasure in presenting their 24TH Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2018.

1. FINANCIAL RESULTS

The Board’s Report is prepared based on the stand alone financial statements of the company.

Rs. (In Lakhs)

PARTICULARS	2017-2018	2016-2017
Revenue for the year	4976.58	4993.58
Other income	18.80	25.45
Total Income	4995.38	5019.03
Profit / (Loss) Before Tax	311.58	725.29
Provision for Tax & Deferred Tax	77.18	254.48
Profit / (Loss) After Tax	234.40	470.81
Other Comprehensive income (net of tax effect)	11.63	(7.82)
Total Comprehensive income	246.03	462.98
Add : Balance as per last Financial Statement	2921.13	2588.93
Disposable Surplus	3167.16	3051.91
Less : Transfer to General Reserve	30.00	30.00
Dividend Paid (16-17)	92.11	Nil
Dividend Paid (15-16)	Nil	17.04
Dividend Distribution Tax (16-17)	18.75	Nil
Dividend Distribution Tax (15-16)	Nil	17.04
Balance carried forward	3026.30	2921.13

1. OPERATIONS:

Last few years have been challenging for the pharmaceutical industry - a period in which there were several changes in the pharmaceutical eco-systems and the markets as we know it. A slowdown in generic market opportunities and rising pressure from the governments across the globe to lower drug prices have impacted sentiment for the industry. Under this scenario, the company could not pass on the incremental cost to customers on accout of rising input prices in the wake of continuous crude price rise witnessed over last 12 months.’ This has eroded the company’s profitability and the financial performance of your company during 2017-18 fell short of our target and expectations.

2. DIVIDEND:

Your Directors are pleased to recommend payment of Dividend at 5 % on equity shares of Rs. 10/- each, amounting to Rs. 0.50 Per share on paid up equity capital of the company. With a view to share the profits of the company with its shareholders, directors feel that recommendation of dividend is a way of appreciation to them. The dividend payout will result in total outflow of Rs. 33,65,042/- (Previous Year Rs. 1,10,86,433/-).

3. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013, MR. ANKUR DHIRAJLAL PATEL, Whole Time Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The present term of appointment of Mr. Dhirajlal Patel as the Managing Director of the Company is valid up to 26th September, 2018. The Board has, subject to the approval of the Members in the forthcoming AGM, proposed the reappointment of Mr. Dhirajlal Patel as Managing Director for another period of five years, with effect from 14th August 2018.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

During the current financial year, there is no change in the directors of the company.

4. MEETINGS:

During the year, (6) Six Board Meetings and (5) Five Audit Committee Meetings were duly convened and held. The following are the dates on which the said Board Meetings held:

Sr. No.	Board Meeting
1	25.05.2017
2	12.08.2017
3	28.08.2017
4	11.09.2017
5	11.12.2017
6	14.02.2018

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

5. COMMITEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder’s Relationship Committee

- Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ‘Report on Corporate Governance’ of the company which forms part of this Annual Report.

6. EXTRACT OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at March 31, 2018 forms part of this Directors’ Report as ‘Annexure: I’

7. STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 M/s. J.T. Shah & Co., Chartered Accountants, (firm Registration No.109616W), has been appointed as statutory auditors in the Annual General Meeting of the company held on 28th September, 2018 to hold office till the conclusion of the Annual General Meeting of the Company for the financial year 2021-22. In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM. Hence, Agenda for the ratification of Statutory auditor of the company has not been included in the Notice of AGM.

In this regard, the Company has received a certificate from the auditors to the effect that if they are appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Report given by the Auditors on the financial statement of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditors comments on your company’s accounts for year ended March 31, 2018 are self explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.

8. INTERNAL AUDIT AND FINANCIAL CONTROL

The Company has appointed M/S. SAMIR M. SHAH & ASSOCIATES, Chartered Accountants as Internal Auditor of the Company. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures. The reports of Internal Audit are reviewed by the Audit Committee of the Board.

9. SECRETARIAL AUDIT

Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed M/s. A. SHAH & ASSOCIATES, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure -II to the Board’s Report.

10. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee, framed a policy on directors’ appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as ‘Annexure: III.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm’s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors has been uploaded on the website of the Company at www.vikramthermo.com under investors / policy documents / Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ‘Annexure: IV’ the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

12. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013. The company has also transferred the unclaimed shares to IEPF account.

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”) under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

14. DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

15. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. J. T. SHAH & CO., Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

16. GRATUITY:

The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs.10,50,368/- was made towards this fund. (Previous year Rs.11,11,208/-).

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134 (3) (g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ‘Annexure: V’ and forms part of this Report.

18. PARTICULARS OF EMPLOYEES REMUNERATION:

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 as ‘Annexure: VI’ to the Directors’ Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employee is paid remuneration of Rs. 8.5 Lac Per month and Rs. 1.2 Cr. Per Annum if employed for the whole year.

19. FOREIGN EXCHANGE EARNINGS / OUTGO:

Particulars regarding the foreign exchange earnings and outgo during the year 2017-18 is as Annexed hereto as “ANNEXURE VII”.

20. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vikramthermo.com under investors / policy documents / Vigil Mechanism Policy link.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company which has been approved by the Board.

The CSR Policy can be accessed from the investors section on the company’s website at the link http:// www.vikramthermo.com. This being the Fourth year of implementation of the CSR Policy, The company is pleased to inform the members that an amount of Rs. 1365000/- towards its CSR obligation for 2017-18 has been spent and it is committed to further spend appropriate amount towards its obligation of the current financial year during 2018-19 as well.

The Report on CSR activity is annexed as Annexure VIII

22. CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION:

(a) Conservation of energy:

- As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

(b) Technology absorption:

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

23. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

1. Disclosure under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 every company having women employees engaged in the company during the financial year is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place received from any women employee.

There are 5 women employees working in the Organization. The motive of the company is to provide the protection against the Sexual Harassment of woman employee at the work place, therefore the company has setup the Internal complaints committee and the said committee has framed policy for prevention of sexual harassment at work place in accordance with the section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. However, during the year no complaints were received by the Internal Complaints committee for sexual harassment from any of the women employees of the company.

24. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its “Human Resources” as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company’s thrust is on the promotion of talent internally through job rotation and job enlargement. The Company’s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

25. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

26. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

27. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operation in future.

28. STATEMENT OF DIRECTORS’ RESPONSIBILITY:

Pursuant to requirement under Section 134 (3) (c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2018, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have 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 March 31, 2018 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

29. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

Registered Office BY THE ORDER OF THE BOARD OF DIRECTORS

101, Classic Avenue, Opp. Sales India, For, Vikram Thermo (India) Ltd.

Ashram Road, Ahmedabad – 380009 Sd/-

Shri Dhirajlal K. Patel

Date: 29^th May, 2018 Managing Director

(DIN : 00044350)

---

Mar 31, 2016

DIRECTORS'' REPORT

To,

The MEMBERS,

VIKRAM THERMO (INDIA) LTD

Your Directors have pleasure in presenting their 22^nd Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.

1. FINANCIAL SUMMARY OF THE COMPANY (Standalone)

The Board''s Report is to be prepared based on the stand alone financial statements of the company.

(Rs. in Lakhs)

Particulars	2015-2016	2014-2015
Revenue for the year	3860.84	3756.06
Expenditure for the year excluding Depreciation and Amortization Exp.	3090.33	3198.76
Profit before Depreciation and Amortization Exp.	770.51	557.3
Less: Depreciation and Amortization Exp.	126.31	87.03
Profit after Depreciation and Amortization Exp. But before Tax	644.2	470.27
Less: provision for Tax	219.85	158.39
Profit After Tax	424.34	311.87
Add: Balance Brought forward	2145.17	1920.08
Balance profit available for Appropriations	2569.51	2231.95
APPROPRIATIONS
Adjusted to Depreciation Fund	-	6.39
General Reserves	30	30
Proposed Dividend	83.74	41.87
Provision for Dividend Tax	17.05	8.52
Balance carried to Balance Sheet	2438.72	2145.17

OPERATIONS:

Our approach to creating value and achieving profitable growth has clearly delivered the results during the current year 2015-16. Your company achieved net revenue of Rs. 3860.84 lakhs in fiscal year 2015-16 with a moderate growth. Net profit for the year has increased to Rs.424.34 lakhs, up 36.06% over the previous year.

What was encouraging was that this growth was achieved despite the difficult external environment across many of our markets with unprecedented geo-political challenge, currency volatility and sluggish demand. Both our Domestic Business and International Business has been reporting a steady volume driven growth during the current fiscal year as our brands reinforced their strong position across the categories and markets. Our company is hopeful to further improve the performance in the current fiscal year as well.

2. DIVIDEND:

Your Directors are pleased to recommend payment of Dividend @ 15% (Previous Year 7.5%) on the Paid up Equity Share Capital of the company. With a view to share the profits of the company with its shareholders, directors feel that recommendation of dividend is a way of appreciation to them. The dividend payout will result in total outflow of Rs.1,00,78,575/- (Previous Year Rs.50,39,288/-).

3. LISTING AGREEMENT:

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective December 01, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from Septmber 02, 2015. The Company entered into Listing Agreement with BSE Limited during February 2016.

4. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 (6) of the Companies Act, 2013, MRS. ALPABEN PATEL Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offer herself for reappointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 b) of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

During the year, Mr. M. D. Fosi was appointed as the Company Secretary u/s 204 of the Companies Act, 2013. Subsequently he resigned as Company Secretary and in his place Mr. Maheshkumar K. Shah (Membership No.-ACS3015) was appointed as Company Secretary with effect from 27^th May, 2015.

Mr. M D Fosi was appointed as Chief Financial Officer (CFO) with effect from 27^th May, 2015.

Thereafter, Mr. Shaileshkumar Patel was appointed as Additional Director of the Company with effect from 09^th February, 2016. Also, MR. ANKUR PATEL has been appointed as Whole Time Director with effect from 09^th February, 2016.

5. MEETINGS:

During the year, Five Board Meetings and Four Audit Committee Meetings were duly convened and held. The following are the dates on which the said Board Meetings held:

May 27, 2015, August 14, 2015, September 7, 2015 November 7, 2015 & February 09, 2016.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

6. COMMITEES:

The company has several committees which have been established as a part of best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statues.

The Board has constituted following Committees:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholder''s Relationship Committee

- Risk Management Committee

- Performance evaluation Committee

- Corporate Social Responsibility Committee

The details with respect to the compositions, powers, roles, terms of reference etc. of relevant committees are given in detail in the ''Report on Corporate Governance'' of the company which forms part of this Annual Report.

7. EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this Directors'' Report as ''Annexure: I''

8. STATUTORY AUDITORS & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/S. B A Rajpara & CO., Chartered Accountants, (Firm Registration No. 108427W), have been appointed as statutory auditors of the company at the Twenty First Annual General Meeting held on September 29, 2015 to hold office from the conclusion of Annual General Meeting (AGM) till the conclusion of the next Annual General Meeting of the Company. Accordingly, appointment of Statutory Auditors is being sought from the members of the company at the ensuing AGM to be appointed as statutory auditor till the conclusion of next Annual General Meeting (AGM). In this regard, the Company has received a certificate from the current auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act,

2013. The Auditors comments on your company''s accounts for year ended March 31, 2016 are self explanatory in nature and do not require any explanation as per provisions of Section 134 (3) (f) of the Companies Act, 2013.

9. INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

10. SECRETARIAL AUDIT

Pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the company has appointed Mr. S. R. Sanghvi, Company Secretary in Whole time in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is enclosed as Annexure -II to the Directors Report.

11. NOMINATION AND REMUNERATION POLICY:

The Board has on the recommendation of Nomination and Remuneration / Compensation Committee framed a policy on directors'' appointment and remuneration of Directors including criteria for determining qualification, positive attributes, independence of directors and remuneration for Directors, Key Managerial Personnel and other employees. The policy is annexed to this report as ''Annexure: III.

12. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF

Pursuant to the provisions of Section 125 of Companies Act, 2013 the Unclaimed Dividend, Fixed Deposits and interest thereon which remained unpaid/unclaimed for a period of 7 years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013.

13. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Regulation 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015.

The performance of the Board was evaluated by the Performance Evaluation Committee after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

14. DEPOSITS:

Your Company has not accepted any fixed deposits from the public within the provisions of Section 73 to 76 of the Companies Act, 2013. Hence, the disclosures required as per Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules,

2014, read with Section 73 to 76 of the Companies Act, 2013 are not applicable to your Company.

15. CORPORATE GOVERNANCE:

The Company believes that good Corporate Governance is a continuous process and it is our continuous endeavor to achieve good governance, by way of a conscious and conscientious effort whereby ensuring the truth, transparency, accountability and responsibility in all our dealings with all our stakeholders.

A separate section on Corporate Governance Standards followed by your Company, as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 is enclosed as Annexure to this Report. The Report on Corporate Governance also contains certain disclosures required under Companies Act, 2013.

A Certificate from M/S. B.A RAJPARA & CO., Chartered Accountants, conforming compliance to the conditions of Corporate Governance as stipulated under Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this Report.

16. GRATUITY

The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs.10,00,000/- was made towards this fund. (Previous year Rs. 1075546/-).

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions those were entered during the financial year were in ordinary course of the business of the company and were on arm''s length basis. There were no materially significant related party transactions entered by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the company.

All such Related Party Transactions are placed before the Audit Committee for approval.

The policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Audit Committee and the Board of Directors is has been uploaded on the website of the Company at www.vikramthermo.com under investors / policy documents / Related Party Transaction Policy.

The particulars of every contract or arrangements entered into by the Company with related parties referred to the sub-section (1) of section 188 of the Companies Act, 2013, are disclosed in Form No. AOC-2 ''Annexure: IV'' the same forms part of this report, pursuant to Section 134 (3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

In terms of provisions of Section 134 (3) (g) of the Companies Act 2013, the Particulars of Loans, Guarantees or Investments under Section 186, is annexed hereto as ''Annexure: V'' and forms part of this Report.

19. PARTICULARS OF EMPLOYEES REMUNERATION:

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 as ''Annexure: VI'' to the Directors'' Report.

B. The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not provided as no employee is paid remuneration of Rs. 5 Lakhs Per month if employed for part of the year and Rs. 60 Lakhs Per Annum if employed for the whole year.

20. BUSINESS RISK MANAGEMENT

Pursuant to section 134(n) of the companies Act 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in corporate governance report forming part of the Directors Report.

At present the company has not identified any element of risk which may threaten the existence of the company.

21. ENERGY & TECHNOLOGY:

(a) Conservation of energy:

(i)	the steps taken or impact on conservation of energy	The company ensures that the manufacturing operations are conducted in the manner whereby optimum utilization and maximum savings of energy is achieved.
(ii)	the steps taken by the company for utilizing alternate sources of energy	No alternate source of energy is available at present. However, the company is exploring various alternatives in this direction.
(iii)	the capital investment on energy conservation equipment''s	No Specific investment has been made in energy conservation areas.

- As the impact of measures taken for conservation and optimum utilization of energy are not quantitative, its impact on cost cannot be stated accurately.

(b) Technology absorption:

(i)	the efforts made towards technology absorption	Company''s products are manufactured by using in house know how and no outside technology is being used for manufacturing activities. Therefore, no technology absorption is required.
(ii)	the benefits derived like product improvement, cost reduction, product development or import substitution	N.A.
(iii)	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	N.A.
	(a) the details of technology imported	N.A.
	(b) the year of import;	N.A.
	(c) whether the technology been fully absorbed	N.A.
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	N.A.
(iv)	the expenditure incurred on Research and Development	Nil

The efforts are being made for energy conservation to new and innovative means. Further, the Company did not have any imported technology during the financial year.

22. FOREIGN EXCHANGE EARNINGS / OUTGO:

Particulars regarding the foreign exchange earnings and outgo during the year 15-16 is as Annexed hereto as "ANNEXURE VII".

23. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) & (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.vikramthermo.com under investors / policy documents / Vigil Mechanism Policy link.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee) has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the company which has been approved by the Board.

The CSR Policy can be accessed from the investors section on the company''s website at the link http:// www.vikramthermo.com. This being the second year of implementation of the CSR Policy, The company is pleased to inform the members that an amount of Rs. 10,00,000 towards its CSR obligation for 2015-16 has been spent and it is committed to further spend appropriate amount towards its obligation of the current financial year during 2016-17 as well.

The Report on CSR activity is annexed as Annexure VIII

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

1. Disclosure under Section 22 of the Sexual Harassment Of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 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.

26. HUMAN RESOURCES DEVELOPMENT:

Your Company treats its "Human Resources" as one of its most significant assets. The Company continues its focus on retention through employee engagement initiatives and provides a holistic environment where employees get opportunities to realize their potential. A number of programs that provide focused people attention are currently underway. Your Company''s thrust is on the promotion of talent internally through job rotation and job enlargement. The Company''s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

27. CHANGE IN NATURE OF THE BUSINESS:

There has been no change in the nature of business of the company during the year under review.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

As per corporate governance norms, a separate section on Management Discussion and Analysis outlining the business of the Company is set out in Annexure forming part of this Report.

29. SIGNIFICANT OR MATERIAL ORDERS AGAINST COMPANY:

No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operation in future.

30. STATEMENT OF DIRECTORS'' RESPONSIBILITY:

Pursuant to requirement under Section 134 (3) (c) and Section 134(5) of the Companies Act, 2013 (Act), Directors, confirm that:

(a) in the preparation of the annual accounts for the year ended on 31^st March, 2016, the applicable accounting standards read with requirement set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have 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 March 31, 2016 and of the profit of the company for the year ended on that date;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively and;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

31. ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Your Directors would like to express a profound sense of appreciation for the commitment shown by the employees in supporting the Company in its continued robust performance on all fronts.

PLAKHSE: AHMEDABAD BY THE ORDER OF THE BOARD OF DIRECTORS,

DATE: 12-08-2016 FOR, VIKRAM THERMO (INDIA) LIMITED

MR. DHIRAJLAL K PATEL

MANAGING DIRECTOR

(DIN:00044350)

---

Mar 31, 2013

Dear Members,

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2013.

FINANCIAL RESULTS:

The financial results are as under:

2012-2013 2011-2012

Turn over 411532798 391569460

Profit before Tax 84030986 85680588

Provision for Taxation: 30372951 25671894

Profit after Tax 56227800 57768176

Balance Brought Forward 104231771 59195900

Balance profit available for Appropriation. 160459571 116964076

APPROPRIATIONS

General Reserves 3000000 3000000

Proposed Dividend 8373855 8373855

Provision for Dividend Tax 1358450 1358450

Balance carried to Balance Sheet 147727266 104231771

160459571 116964076

DIVIDEND:

Your directors are pleased to recommend payment of dividend @ 15% (Previous year 15%) on the paid up Equity Share Capital of the Company. Your directors feel that members will appreciate the same. The dividend payout will result in a total outflow of Rs. 97,32,305/- (Previous Year Rs. 97,32,305/-).

OPERATIONS:

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 41,15,32,798/- (Previous Year Rs. 39,15,69,460/-) which reflects more than 5% rise. The gross profit has also increased from Rs. 12,36,76,610/- to Rs. 13,66,15,456/- which reflects sound performance of the Company. Though the economic situation in the country as a whole was not satisfactory, by the efforts of your Directors, the Company has made remarkable increase in the profits. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

CHANGE OF SITUATION OF PLANT AT UNIT II:

Members are aware that the factory of the Company at Unit-II is situated at Indrad, S. No. 322, Chhatral-Kadi Road, Tal. Kadi, Dist. Mehsana, Gujarat (INDIA). The level of the plot of the factory is little lower than the main road and some problems like flow of water, etc. have to be faced. In order to come out of this condition, the Company has decided to set up Plant in the same Plot on other side and then Company will not have to face any problems. The work is well under progress and it is expected that the same will be completed within about six months. This will also result in better working of the plant.

FIXED DEPOSIT:

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY:

The Company has already established a Group Gratuity Fund for the benefit of the employees of the Company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 12,89,689/- was made towards this fund (Previous year Rs. 2,00,000/-).

PARTICULARS OF THE EMPLOYEES:

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

ENERGY CONSERVATION:

Pursuant to Section 217(1) (e) of the Companies Act, 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, and of the profit of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a ''going concern'' basis.

FOREIGN EXCHANGE EARNING AND OUTGO:

Particulars regarding Foreign Exchange Earning & Outgo are provided in Note Nos. 26, 27 & 28 in the Notes to Financial Statement.

DIRECTORS:

Shri Ketanbhai C. Patel and Shri Bharatbhai M. Shah, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Company''s Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the Company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and have confirmed their re- appointment, if made shall be within the limits of Section 224(1B) of the Companies Act, 1956.

COST AUDIT:

The Ministry of Corporate Affairs has ordered Cost Audit under S. 233 B of the Companies Act, 1956 from 1st April, 2012 through Cost Audit Order No. 52/26/CAB-2010 dated 24th January 2012. Accordingly, Company has appointed Shri V. H. Shah as Cost Auditor for F. Y. 2013-14.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co- operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

On behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue, Opp. Sales India,

Ashram Road, Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date : 03-08-2013 CHAIRMAN

---

Mar 31, 2012

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2012.

FINANCIAL RESULTS:

The financial results are as under: 2011-2012 2010-2011

Turn over 391569460 319854785

Profit before Tax 85680588 45770471

Provision for Taxation: 25671894 15570018

Profit after Tax 57768176 30242215

Balance Brought Forward 59195900 41685989

Balance profit available for Appropriation. 116964076 71928205

APPROPRIATIONS

General Reserves 3000000 3000000

Proposed Dividend 8373855 8373855

Provision for Dividend Tax 1358450 1358450

Balance carried to Balance Sheet 104231771 59195900

116964076 71928205

DIVIDEND:

Your directors are pleased to recommend payment of dividend @ 15% (Previous year 15%) on the paid up Equity Share Capital of the Company. Your directors feel that members with appreciate the same. The dividend payout will result in a total outflow of Rs 97,32,305/- (Previous Year Rs. 97,32,305/-).

OPERATIONS:

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 39,15,69,460/- (Previous Year Rs. 31,98,54,785/-) which reflects more than 22% rise. The gross profit has also increased from Rs. 7,42,61,729/- to Rs. 12,53,91,922/- which reflects sound performance of the Company. Though the economic situation in the country as a whole was not satisfactory, by the efforts of your Directors, the Company has made remarkable increase in the profits. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

FIXED DEPOSIT:

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY:

The Company has already established a Group Gratuity Fund for the benefit of the employees of the Company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 2,00,000/- was made towards this fund (Previous year Rs. 7,68,095/-).

PARTICULARS OF THE EMPLOYEES:

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

POLLUTION AND ENERGY CONSERVATION:

Pursuant to Section 217(1) (e) of the Companies Act, 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, and of the profit of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the Company on a 'going concern' basis.

FOREIGN EXCHANGE EARNING AND OUTGO:

During the year Company has earned foreign exchange of Rs. 3,62,63,570/- (Previous year Rs. 1,27,63,024/-) on FOB basis against export sales.

The Company has spent Rs. 2,08,707/- (Previous year Rs.2,25,989/-) on sales Commission.

During the year foreign exchange Rs 1,26,76,500/- (Previous year Rs.l,10,94,240/-) is remitted for import of raw materials on CIF basis. During the year Company has also remitted Rs.18,750/- (Previous Year RS. Rs.12,500/-) towards payment of dividend to NRI shareholders. DIRECTORS:

Shri Thakarshibhai M. Patel and Shri Ghanshyambhai D. Kewadia, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Company's Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL).

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the Company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and have confirmed their re- appointment, if made shall be within the limits of Section 224(1B) of the Companies Act, 1956.

COST AUDIT:

The Ministry of Corporate Affairs has ordered Cost Audit under S. 233 B of the Companies Act, 1956 from 1st April, 2012 through Cost Audit Order No. 52/26/CAB-2010 dated 24th January 2012. Accordingly, Company has appointed Shri V. H. Shah as Cost Auditor for F. Y. 2012-13.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co- operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

on behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue, Opp. Sales India,

Ashram Road, Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date : 6th August 2012 CHAIRMAN

---

Mar 31, 2010

The directors have pleasure in submitting their Annual Report together with the Audited Statements of Accounts for the year ended on 31st March 2010.

FINANCIAL RESULTS

The financial results are as under: 2009-2010 2008-2009

Turn over 205,286,110 171,858,277

Profit before Tax 30,375,907 22,978,589

Provision for Taxation: 10,373,124 8,423,822

Profit after Tax 20,002,783 14,554,767

Balance Brought Forward 29,214,535 21,891,095

Balance profit available for 49,217,317 36,445,862

Appropriation. ========== ==========

APPROPRIATIONS

General Reserves 1,000,000 700,000

Proposed Dividend 5,582,570 5,582,570

Provision for Dividend Tax 948,758 948,758

Balance carried to Balance Sheet 41,685,989 29,214,534

49,217,317 36,445,862 =========== ===========

DIVIDEND

Your directors are pleased to recommend payment of dividend @ 10% (Previous year also 10%) on the paid up Equity Share Capital of the Company. Your directors feel that members will appreciate the same. The dividend payout will result in a total outflow of Rs.65,31,328/- (Previous Year Rs. 65,31,328/-).

OPERATIONS

During the year under report, your Company continued to achieve good results. The turnover of the Company has increased to Rs. 20,52,86,110/- (Previous Year Rs. 17,18,58,277/-) which reflects more than 19% rise. The gross profit has also increased from Rs. 2,29,78,589/- to Rs. 3,03,75,907/- which reflects sound performance of the Company. Though the economic situation in the country as a whole, was not satisfactory, your directors have left no stone unturned for upliftment of the Company. Members will appreciate that the Company is gradually marching towards sound progress and prosperity.

FIX DEPOSIT

The Company has not accepted any deposit as per the provisions of the Section 58 - A of the Companies Act, 1956.

GRATUITY

The Company has already established a Group Gratuity Fund for the benefit of the employees of the company. The Group policy has been taken with Life Insurance Corporation of India (Pension and Gratuity Fund Scheme). During the year contribution amounting to Rs. 2,62,093/- was made towards this fund (Previous year Rs. 2,71,975/- ).

PARTICULARS OF THE EMPLOYEES

There is no employee who is in receipt of remuneration exceeding the limit specified under Section 217 (2A) of the Companies Act, 1956.

POLLUTION AND ENERGY CONSERVATION

Pursuant to Section 217(1) (e) of the companies Act., 1956 the information required in respect of pollution and energy conservation is given in the Annexure enclosed to this report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the accounts for the financial year under report, the applicable accounting standards have been followed along with proper explanation relating to material departures.

II. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year under report, and of the profit of the Company for the year under review.

III. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

IV. The Directors have prepared the annual accounts of the company on a going concern basis.

FOREIGN EXCHANGE EARNING AND OUTGO

During the year Company has earned foreign exchange of US $ 1,92,249/- (Previous Year US $ 1,23,375/-) amounting Rs.85,48,271/- (Previous year Rs.50,92,456/-) on FOB basis against export sales.

The Company has not spent any foreign exchange during the year on R& D Chemical expenses (previous year US $ 463 i.e. Rs. 24136/-) & has spent US $ 6451/- i.e. Rs. 303650/- (Previous year US $ 16822/- amounting Rs.718880) on sales commission.

During the year foreign exchange amounting to Rs. 89,00,302/- (Previous year Rs.1,06,16,794) is remitted for import of raw materials on CIF basis.

During the year Company has also remitted US $ 270.67 (Previous Year US $ 520/-) amounting to Rs.12,800/- (Previous Year RS. Rs.25,350/-) towards payment of dividend to NRI shareholders.

DIRECTORS:

Shri Ambalal K. Patel and Shri Ketanbhai C. Patel, Directors of the Company retire by rotation and being eligible offer themselves for the reappointment at the ensuing annual general meeting. You are requested to appoint Directors.

REAPPOINTMENT OF SHRI D. K. PATAEL AS MANAGING DIREACTOR.

Shri Dhirajbhai K. Patel, Managing Director, was reappointed by the Board for further period of three years from 26th September, 2009, on the terms and conditions as stated in the Notice convening the Annual General Meeting. The reappointment is subject to your approval.

APPOINTMENT OF SHRI C. K. PATEL AS EXECUTIVE DIRECTOR.

Shri Chimanbhai K. Patel, is the Chairman and Technical Advisor of the Company. The Board have decided to appoint him as an Executive Director (Technical), for the period of five years from 1st August, 2010, on the terms and conditions as stated in the Notice convening the Annual General Meeting. The appointment is subject to your approval.

DEMATERIALISATION OF SHARES:

To provide better and smooth services to the shareholders, the Companys Equity shares are made available for dematerialization in electronic form in the Depository System operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL)

In order to avail this service, shareholders, who have not yet converted their shares in dematerialized form, are advised to dematerialize the shares in the electronic form as quickly as possible.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreements with the Stock Exchange, the report of the Corporate Governance and the Certificates of the Managing Director and Auditors of the Company in respect of compliance thereof are appended here to and form part of this report.

INSURANCE:

The assets of the company are adequately insured against various risks.

AUDITORS:

You are requested to appoint auditors from the conclusion of ensuing Annual General Meeting up to conclusion of next Annual General Meeting and fix their remuneration. Present auditors M/s. B. A. Rajpara & Co. are eligible for reappointment and has confirmed their re-appointment, if made shall be within the limits of Section 224(1B) of the Companies Act,1956.

APPRECIATION:

The Board place on record the appreciation of the sincere and devoted services rendered by all the employees and the continued co-operation and confidence of shareholders. The Board expresses their sincere thanks to the Punjab National Bank, Government and Semi Government Authorities and all other well wishers for their support and contribution towards the growth of the Company.

on behalf of Board of Directors

FOR, VIKRAM THERMO (INDIA) LIMITED

Registered Office :

101,Classic Avenue,

Opp. Sales India, Ashram Road,

Ahmedabad - 380009 CHIMANBHAI K. PATEL

Date: 29th July, 2010 CHAIRMAN