Share Wealth

Your Directors have pleasure in presenting their 3^rd Annual Report on the business and
operations of the Company and the accounts for the Financial Year ended March 31, 2024.

(1) PERFORMANCE OF THE COMPANY: (Amt. In Thousand)

The Company was incorporated on 17^th MARCH, 2021 with an object to carry on the
business of aromatic chemicals, heat transfer fluids, perfumery chemicals, organic and
inorganic chemicals, agrochemicals, and petrochemicals etc.

During 2023-24, Company has not performed any operational activity and therefore there
was no Revenue & the expenses forms the major part of Profit and Loss account. Hence,
Company incurred a loss of Rs 233.966/- (in thousand).

The Board of Directors of your Company will try to achieve the performance in terms of
profit as well as in term of turnover in next Year by making more initiatives in the activities
of the Company.

(2) STATE OF AFFAIR AND PRINCIPLE BUSINESS ACTIVITY:

The main object of the company is regarding the business of manufacturers, producers,
processors, exporters, importers, traders, suppliers, stockiest, dealers, consignors,
consignees, factors, agents, whole sellers, retailers, manufacturers' representatives,
packers and repackers and buyers and sellers or otherwise to deal in all types of aromatic
chemicals, heat transfer fluids, perfumery chemicals, organic and inorganic chemicals,
agrochemicals, and petrochemicals etc. and to acquire the demerged business undertaking
and there has been no change in business activity in year 2023-24.

(3) DIVIDEND:

On account of Accumulated Losses during the year, Board of Directors of your company did
not recommend any dividend during the year under review.

(4) 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 2023-24.

(5) BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the Financial Year 2023-24, the Composition of Board of Directors & Key
Managerial Personnel as under:

During the year, there were appointments of Directors or Key Managerial Personnel in
the company:

* Mr. Bharatbhai Manubhai Shah appointed as Non-Executive- Independent Director
w.e.f. 22.02.2024

* Mr. Ketan Chimanlal Patel appointed as Non-Executive- Independent Director w.e.f.

22.02.2024

* Mrs. Alpaben Alpeshbhai Patel appointed as Women Director w.e.f. 22.02.2024

* Mr. Shaileshkumar Prahladbhai Patel appointed as Non-Executive- Independent
Director w.e.f. 22.02.2024

*Mr. Mahendrabhai Ghanshyambhai Patel appointed as Executive Director & CFO w.e.f.

22.02.2024

*Mrs. Taruna Soni appointed as Company Secretary & Compliance Officer w.e.f.

22.02.2024

(6) BOARD MEETINGS HELD DURING THE YEAR:

During the year, SIX [6] Board meetings were held as follows:

An intervening gap between Two Board of Directors' Meetings was as per the provision of
Section 173 (1) of the Companies Act, 2013 during the year under review.

(7) EXTRACT OF ANNUAL RETURN:

A Company shall not be required to attach the extract of annual return wide amendment
inserted by Ministry of Corporate affair through Companies (Amendment) Act, 2017,
effective from 31^st July, 2018.

(8) WEBLINK OF ANNUAL RETURN:

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

(9) STATUTORY AUDITORS AND 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.l09616W), has been appointed as
First Statutory Auditors in the 1^st Annual General Meeting of the company held on 19^th
September, 2022 to hold office till the conclusion of the Annual General Meeting of the
Company for the financial year 2026-27.

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) of the Companies Act, 2013.

There were no qualifications, reservation or adverse remark or disclaimer made by
Statutory Auditor in its report for financial year 2023-24.

(10) BOARD'S COMMENT ON THE AUDITOR'S REPORT

The observations of the Statutory Auditors on your company's accounts for year
ended March 31, 2024, when read together with the relevant notes to the accounts
accounting policies are self-explanatory and do not any explanation as per
provisions of Section 134(3) (f) of the Companies Act, 2013.

(11) DISCLOSURE OF REPORTING OF FRAUD BY AUDITORS UNDER SECTION
1431121:

During the financial year 2023-24, the Statutory Auditor of the Company has not reported
to the management 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.

(12) MAINTENANCE OF COST RECORDS:

Pursuant to Section-148 (1) of the Companies Act, 2013 read with Rule 3 of Companies
(Cost Records and Audit) Rules, 2014, the Company does not fall under the criteria for
maintaining cost record for the financial year 2023-24.

(13) INTERNAL FINANCIAL CONTROL:

The company had laid down set of standards, processes and structure which enables to
implement internal financial control across the organization and ensure that the same are
adequate and operating effectively. There were no qualifications, reservation or adverse
remark or disclaimer made by Statutory Auditor in its report regarding internal financial
controls.

(14) DEPOSITS:

Your company has not accepted any 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.

Your company has raised an amount of Unsecured Loan of Rs.548130/- as the closing
balance during the year under review. The details regarding the same are given below:

An outstanding amount of unsecured loan as on 31^st March, 2024 was Rs. 5,48,130/-.

(15) 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) Conversation of Energy:

(b) Absorption of Technology:

(16) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company had not carried out any activities relating to the export and import during
the financial year. There were no transactions in foreign currency during the financial year
under review.

(17) DETAIL OF SHAREHOLDING OF PROMOTER AND PUBLIC AND SHARE
TRANSFER/TRANSMISSION:

There is no change in the Shareholding of Promoter during the year 2023-24.

*However pursuant to Scheme of Arrangement involving Demerger approved by NCLT
Ahmedabad Bench on 26^th April, 2024, the shares of V1KRAM AROMA LIMITED
(RESULTING COMPANY) which have been allotted to shareholders of DEMERGED
COMPANY on 23^rd May, 2024 and pursuant to that the shareholding pattern of the
Company has been changed as follows:

(18) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE COMPANIES ACT. 2013:

Pursuant to provision of section 188 (1) of the Companies Act, 2013 read with Rule 15 of
the Companies (Meetings of Board of Directors and its powers) Rules, 2014 there were no
Related Party Transactions made by the company during the year with Promoters,
Directors, Key Managerial Personnel or other persons which may have a potential conflict
with the interest of the company.

However, the details as required under Section 188 (1) of the Companies Act, 2013 are
disclosed in Form No. AOC 2 in "Annexure I”

(19) PARTICULARS OF LOAN. GUARANTEE OR SECURITY PROVIDED UNDER
SECTION 186 OF THE COMPANIES ACT. 2013:

Pursuant to provision of Section 186 of the Companies Act, 2013 read with Rule 11 of the
Companies (Meetings of Board and its power) Rules, 2014, there were no Loans,
Guarantees and Investments made by the company during the year.

However, the details as required under section 186 of the Act read with Rule 11 of the
Companies (Meetings of Board and its Powers) Rules, 2014 are given in Annexure- II.

(20) HUMAN RESOURCE:

Your Company treats its "human resources" as one of its most important assets. Your
Company continuously invests in attraction, retention and development of talent on an
ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.

(21) CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to requirement under section 135 of the Companies Act, 2013 (Act), every
company having a net worth of rupees five hundred crore or more, or turnover of rupees
one thousand crore or more or a net profit of rupees five crore or more during immediate
preceding financial year shall constitute a Corporate Social Responsibility Committee of the
Board of directors.

However, your company is not falling in any of the above mentioned criteria. Hence, there
is no requirement to constitute a Corporate Social Responsibility Committee of the Board of
directors during the financial year 2023-24.

(22) CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

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

(23) SIGNIFICANT OR MATERIAL ORDERS AGAINST THE 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.

(24) SIGNIFICANT OR MATERIAL EVENTS OCCURRED DURING THE YEAR:

The Company is in expansion drive so as to enlarge business activities; the Company shall
need more funds in future.

(25) SIGNIFICANT OR MATERIAL EVENTS OCCURRED AFTER SIGNING OF BALANCE
SHEET BUT BEFORE PREPARATION OF BOARD REPORT:

The Scheme of Arrangement involving Demerger has been approved by NCLT Ahmedabad
Bench on 26^th April, 2024 between VIKRAM THERMO (INDIA) LIMITED (Demerged
Company) and VIKRAM AROMA LIMITED (Resulting Company) and the same have been
submitted to BSE. The Resulting Company has made an application to BSE for listing on
main board and listing approval is awaited.

(26) SEXUAL HARASSMENT OF WOMEN AT WORKPLACE fPREVENTION.
PROHIBITION AND REDRESSAL1 ACT. 2013:

Pursuant to Section 22 of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, every Company having ten or more 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.

The motive of the company is to provide the protection against the Sexual Harassment of
woman employee at the work place. However, there is no employee working in the
Organization and hence the company is not required to setup the internal complaints
committee in accordance with the section 22 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(27) RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by your Board and is also subject to its review from time to time. Risk mitigation
process and measures have been also formulated and clearly spelled out in the said policy.

27. HOLDING. SUBSIDIARY AND ASSOCIATE COMPANIES

The company is not having any Associate, Holding, Subsidiary Company and Joint venture.

28. INDEBTEDNESS OF THE COMPANY:

During the year under review the company has following indebtedness:

(28) REMUNERATION OF DIRECTOR/MANAGING DIRECTOR OF THE COMPANY:

During the year company paid remuneration to following directors:

(29) DIRECTORS' RESPONSIBILITY STATEMENT:

/

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

> In the preparation of the annual accounts for the year ended on 31^st March, 2024, the
applicable accounting standards read with requirement set out under Schedule 111 to the
Act, have been followed and there are no material departures from the same;

> 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;

> 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;

> The Directors had prepared the annual accounts on a going concern basis;

> 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.

> 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.

(30) ACKNOWLEDGEMENT:

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

PLACE: AHMEDABAD BY ORDER OF THE BOARD OF DIRECTORS,

DATE: 22/08/2024 FOR, VIKRAM AROMA LIMITED

MR. ANKUR DHIRAJLAL PATEL
CHAIRMAN & MD
(DIN: 07395218)