Vikram Thermo (India) Ltd Directors Report

To,

The MEMBERS,

VIKRAM THERMO (INDIA) LTD

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	2023-24
	(Rs. in Lakhs)	(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 exceptional 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 Companys 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 Companys 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 Companys Aromatic Chemicals (Diphenyl Oxide) business was approved by the Honble 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	Stakeholder Committee	NRC Committee	ID Committee
		Meeting	Meeting	Meeting	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/ 2023/03/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

• Stakeholders 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 Companys 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 companys 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 Boards 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 Companys 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 Boards Report. The Board of Directors of the Company has discussed the remarks as mentioned in Secretarial Audit Report at arms 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 IEPF-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 arms 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 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 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:legal@vikramthermo.com"legal@vikramthermo.com

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 equipments	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.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 Companys 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 31/03/2024 the year:				No. of Shares held at the end of the year :31/03/2025
Category of Shareholder	Demat	Physical	Total Shares	Total %	Demat	Physical	Total Shares	Total %	% Change
Indian		(Shareholding of Promoter and Promoter Group)
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 companys 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 organizations 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 Companys operation in future.

38. SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

During the year, the Company received the final order from the Honble 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)